8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 19, 2009

MICREL, INCORPORATED

(Exact name of Registrant as Specified in its Charter)

California	001-34020	94-2526744
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2180 Fortune Drive, San Jose, California, 95131

(Address of Principal Executive Offices)

(408) 944-0800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 23, 2009, the Board of Directors of Micrel, Incorporated (the “Company”) determined to extend the expiration date of the Company’s Rights Agreement, dated as of March 24, 2008 (the “Original Agreement”), originally set at March 24, 2009, to March 24, 2010. The Company has accordingly entered into a First Amendment to the Rights Agreement, dated as of March 23, 2009, between the Company and Mellon Investor Services LLC, as Rights Agent (the “Amendment” and the Original Agreement as amended by the Amendment, the “Rights Agreement”). No other substantive amendments were made. The Rights Agreement, as amended, will be submitted for ratification by the Company’s shareholders at the 2009 Annual Meeting of Shareholders.

On March 19, 2009, the Company entered into a Standstill Agreement with Obrem Capital Offshore Master, LP and Obrem Capital (QP), LP (collectively, the “Obrem Entities”), dated as of March 19, 2009 (the “ Standstill Agreement”). The Obrem Entities are a significant holder of the Company’s Common Stock.

The Standstill Agreement restricts the Obrem Entities from taking certain actions, including, without limitation, financing or participating in any proxy solicitation in connection with any matter, participating in a partnership, limited partnership, syndicate or other group or voting arrangement (with certain limited exceptions), calling a special shareholders’ meeting or introducing a shareholder proposal at a shareholders’ meeting for any purpose, conducting or participating in any type of referendum concerning the Company, its management, Board or business, acquiring beneficial ownership of any additional shares of the Company’s Common Stock (or derivative or other rights in respect of shares of Common Stock), selling or disposing of Common Stock in excess of 300,000 shares (or derivative or other rights in respect thereof) except in limited circumstances, and engaging in certain other actions. The shares of the Common Stock held by the Obrem Entities must be voted, with respect to the election or removal of directors of the Company, in favor of those nominees approved by the Board and against any other nominees and against any proposal to remove the directors of the Company.

The Standstill Agreement is contingent on the Company’s continuing efforts at improving operating margin consistent with economic conditions, repurchase of shares and paying a dividend as cash allows, staffing its board of directors with qualified board members and having a board of six members with five independent directors. While the Standstill Agreement is conditioned upon the Company making efforts, the Company is not obligated to take any of these actions.

The Standstill Agreement terminates upon the earliest to occur of (i) March 24, 2010, (ii) the date on which the Obrem Entities and their affiliates beneficially own less than 5% of the Company’s then-outstanding Common Stock, (iii) the material and uncured breach of any material provision of the Standstill Agreement by the Company, (iv) the acquisition of a majority of the outstanding shares of Common Stock by a person or group that is not affiliated with the Obrem Entities, (v) the entry by the Company into any merger, acquisition transaction or other business combination involving all or substantially all of the Company’s assets or properties or (vi) certain bankruptcy proceedings, a general assignment for the benefit of creditors, or the application for the appointment of, or the appointment of a trustee or other custodian for the

Company or all or substantially all of the Company’s property under any state or federal bankruptcy or insolvency law.

The foregoing descriptions of the Amendment and the Standstill Agreement are qualified in their entirety by reference to the Amendment and the Standstill Agreement, respectively, each of which is attached as an exhibit and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information included in Item 1.01 above regarding the Amendment is incorporated by reference herein. The Amendment to the Rights Agreement, specifying the terms of the Amendment, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1	First Amendment to Rights Agreement, dated as of March 23, 2009, between Micrel, Incorporated and Mellon Investor Services LLC, as Rights Agent, which includes the amended form of Right Certificate as Exhibit B (amending the Original Agreement, which was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2008).
10.1	Standstill Agreement, dated as of March 19, 2009, between Micrel, Incorporated, Obrem Capital Offshore Master, LP and Obrem Capital (QP), LP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: March 24, 2009	MICREL, INCORPORATED
	By:	/s/ Clyde R. Wallin
	Name:	Clyde R. Wallin
	Title:	Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Amendment to Rights Agreement, dated as of March 23, 2009, between Micrel, Incorporated and Mellon Investor Services LLC, as Rights Agent, which includes the amended form of Right Certificate as Exhibit B (amending the Original Agreement, which was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2008).
10.1	Standstill Agreement, dated as of March 19, 2009, between Micrel, Incorporated, Obrem Capital Offshore Master, LP and Obrem Capital (QP), LP.

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

FIRST AMENDMENT, dated as of March 23, 2009 (“First Amendment”), to Rights Agreement dated as of March 24, 2008 (the “Rights Agreement”), between Micrel, Incorporated, a California corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement (defined below).

WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement; and

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement in accordance with the terms of such Section 26.

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in this Amendment, the parties hereby amend the Rights Agreement as follows:

1. Section 7.1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“7.1. Exercise of Rights. Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly and properly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one one-thousandths of a Preferred Share (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business Pacific Daylight Time on March 24, 2010 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13.3 at which time the Rights are deemed terminated, or (iv) the time at which the Rights are exchanged as provided in Section 27.”

2. Exhibit B to the Agreement is hereby replaced in its entirety by the Exhibit B attached hereto.

3. This First Amendment shall be effective as of the date hereof and, except as expressly set forth herein, the Rights Agreement shall remain in full force and effect and be otherwise unaffected hereby. All references to “this Agreement” in the Rights Agreement shall mean the Rights Agreement, as modified hereby.

4. This First Amendment may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all such counterparts shall together constitute one and the same document.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first written above.

MICREL, INCORPORATED
By:	/s/ Clyde R. Wallin
	Name:	Clyde R. Wallin
	Title:	VP of Finance, CFO

MELLON INVESTOR SERVICES LLC, as Rights Agent
By:	/s/ Asa Drew
	Name:	Asa Drew
	Title:	Sr. Relationship Manager

Signature Page to Micrel, Incorporated First Amendment to Rights Agreement

EXHIBIT B

[Form of Right Certificate]

Certificate No. R-              Rights

NOT EXERCISABLE AFTER March 24, 2010 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN OR IF THE COMPANY IS MERGED OR ACQUIRED PURSUANT TO AN AGREEMENT OF THE TYPE DESCRIBED IN SECTION 1.3(ii)(A)(z) OF THE AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 11.1.2 OF THE AGREEMENT), RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

Right Certificate

MICREL, INCORPORATED

This certifies that                     , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 24, 2008 as the same may be amended from time to time (the “Agreement”), between Micrel, Incorporated, a California corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (California time) on March 24, 2010, at the offices of the Rights Agent, or its successors as Rights Agent, designated for such purpose, one one-thousandth of a fully paid, nonassessable share of Series A Participating Preferred Stock, no par value (the “Preferred Shares”) of the Company, at a purchase price of $36.00 per one one-thousandth of a Preferred Share, subject to adjustment (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of             ,     , 20     based on the Preferred Shares as constituted at such date. Capitalized terms used in this Right Certificate without definition shall have the meanings ascribed to them in the Agreement. As provided in the Agreement, the Purchase Price and the number of Preferred Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

This Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the principal offices of the Company and the Rights Agent.

This Right Certificate, with or without other Right Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a Preferred Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Agreement, the Board of Directors may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price of $.01 per Right or (ii) exchange Common Shares for the Rights evidenced by this Certificate, in whole or in part.

No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions of Preferred Shares which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Agreement.

No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Agreement.

If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

This Right Certificate shall not be valid or binding for any purpose until it shall have been countersigned by the Rights Agent.

B-2

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of              .

Attest:		MICREL, INCORPORATED
By		By
	Title:		Title:

Countersigned:
MELLON INVESTOR SERVICES LLC, as Rights Agent
By
	Authorized Signature

B-3

[Form of Reverse Side of Right Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Right Certificate.)

FOR VALUE RECEIVED _____________________________________________________________________________________

hereby sells, assigns and transfers unto ___________________________________________________________________________

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

(Please print name and address of transferee)

Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint              Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.

Dated:
	Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

The undersigned hereby certifies that:

(1) the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person or an Affiliate or an Associate thereof; and

(2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof.

Dated:
	Signature

B-4

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise the Right Certificate.)

To: Micrel, Incorporated

The undersigned hereby irrevocably elects to exercise                  Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of:

_________________________________________________________________________________________

(Please print name and address)

_________________________________________________________________________________________

If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number

_________________________________________________________________________________________

(Please print name and address)

_________________________________________________________________________________________

Dated:
	Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

B-5

The undersigned hereby certifies that:

(1) the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person or an Affiliate or an Associate thereof; and

(2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof.

Dated:
	Signature

NOTICE

The signature in the foregoing Form of Assignment and Form of Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of Assignment or Form of Election to Purchase is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate hereof and such Assignment or Election to Purchase will not be honored.

B-6

EX-10.1

Exhibit 10.1

March 19, 2009

Micrel, Incorporated

2180 Fortune Drive

San Jose, CA 95131

Attn: Ray Zinn, President, CEO and Chairman of the Board

Ladies and Gentlemen:

Subject to the terms and conditions set forth below, we hereby agree with Micrel Incorporated (the “Company”) as follows:

1. We agree that, until March 24, 2010, without the prior approval of the Board of Directors (the “Board”) of the Company, we will not make, or in any way finance or participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), without regard to the exclusions set forth in Rule 14a-1(l)(2)(iv) thereunder) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its subsidiaries, in connection with any matter, or call a special shareholders’ meeting or introduce a shareholder proposal at a shareholders’ meeting for any such purpose, or make a public announcement concerning an intention to engage in any of the foregoing, or conduct or participate in any type of referendum concerning the Company, its management, Board or business.

2. We acknowledge that we beneficially own 8,852,690 shares of Common Stock of the Company, and, until March 24, 2010, without the prior approval of the Board, we agree that we will not acquire beneficial ownership of any additional shares of Common Stock (or derivative or other rights in respect of shares of Common Stock) or the right or rights to acquire or vote additional voting securities of the Company, provided, however, we may acquire additional shares of Common Stock (or rights in respect thereof) or the right or rights to acquire or vote additional voting securities of the Company, on a pro rata basis with other shareholders of the Company, in (i) any rights offering conducted by the Company in which any current holders of the Company’s securities are offered the opportunity, on a pro rata basis, to acquire shares or other securities, voting or non-voting, of the Company, (ii) any stock dividend, or (iii) any stock split or recapitalization. We represent and warrant that, as of the date hereof, the 8,852,690 shares of Common Stock set forth in this Paragraph 2 are the only shares of Common Stock beneficially owned by us.

3. We agree that, until March 24, 2010, without the prior approval of the Board, we will not sell or dispose of in a single transaction or series of related transactions in excess of 300,000 shares of Common Stock (or derivative or other rights in respect thereof) to any other person or “group” (within the meaning of Rule 13d-5 under the Exchange Act) unless (i) in connection with a registered tender offer to a person or group that is not affiliated with us and is not a competitor of the Company.; (ii) prior to such sale or disposition, such shares are first offered to the Company at the same price and on the same terms and conditions as offered to such other

person or “group” and if the Company shall not have accepted such offer in writing within ten business days of receipt of such offer, the Company shall be deemed to have rejected such offer; or (iii) such disposition is pursuant to a dividend or distribution made by us on a pro rata basis to our shareholders or other equity investors.

4. We agree that we will not form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement; provided, however, the foregoing shall not be deemed to apply to arrangements solely among affiliated funds of Obrem Capital (GP), LLC with respect to the shares of Common Stock held by them on the date hereof or hereafter acquired in compliance with the terms of this letter agreement.

5. We agree that, until March 24, 2010, without the prior approval of the Board, we will not engage in any action or transaction described in any of paragraphs (a) (except Obrem Capital (GP), LLC and/or its affiliated funds will be allowed to sell shares in accordance with Paragraph 3 of this letter agreement) through (j) of Item 4 of Schedule 13D promulgated by the U.S. Securities and Exchange Commission (each a “Schedule 13D Transaction”) or file any amendment to the Schedule 13D previously filed by the undersigned with the Securities and Exchange Commission indicating that either of the undersigned or any of their affiliates has a plan or proposal to engage in, or that it has engaged in, a Schedule 13D Transaction (other than an amendment filed following the execution and delivery of this letter agreement announcing such execution and delivery or subsequent filings necessitated by the terms of this letter agreement and actions by the parties thereunder). For the avoidance of doubt, “Schedule 13D Transaction” shall be deemed to include, without limitation, any discussions or communications with any persons for the purpose of encouraging or facilitating the acquisition of control of the Company. Notwithstanding any other provision of this Paragraph 5, it is understood and agreed that nothing herein shall be deemed to prevent our sale of Common Stock that is otherwise in accordance with this letter agreement and expressly permitted in Paragraph 3 of this letter agreement that results in a transaction described in paragraph (b) of Item 4 of Schedule 13D.

6. We agree that, until March 24, 2010, at any meeting of the shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of the shareholders of the Company, in their capacity as shareholders, is sought, with respect to the election or removal of directors of the Company, that we shall vote, give our consent or withhold our vote with respect thereto, or cause to be voted, all shares of Common Stock held by us, or over which we exercise voting control and to which this agreement relates, in favor of those nominees approved by the Board and against any other nominees and against any proposal to remove the directors of the Company. We agree that we will not support or participate in any “withhold the vote” or similar campaign with respect to an election of such nominees. We agree that we will not grant any proxy, power-of-attorney or other authorization in or with respect to any shares of Common Stock that are held by us, or over which we exercise voting control and to which this agreement relates, or take any other action, in our capacity as a shareholder of the Company, that would in any way restrict, limit or interfere with the performance of our obligations hereunder.

7. We agree that all shares of Common Stock that we beneficially own as of the date of this letter agreement, and any shares of Common Stock that we acquire in accordance with the provisions of this letter agreement or with respect to which we otherwise acquire beneficial ownership or voting rights, directly or indirectly, after the date of this letter agreement, including, without limitation, shares issued upon the conversion, exercise or exchange, as the case may be, of securities held by us that are convertible into, or exercisable or exchangeable for, shares of Common Stock, shall be subject to the terms and conditions of this letter agreement. We agree that, without the prior approval of the Board, we will not publicly disclose any intent, plan or proposal to seek any waiver or consent under, or amendment of, any provision of Sections 1 though 7 of this letter agreement.

8. This agreement is contingent on the Company’s continuing efforts at improving operating margin consistent with economic conditions, repurchase of shares and paying a dividend as cash allows, staffing its board of directors with qualified board members and expanding its board to six members with five independent directors.

9. The restrictions and agreements made by us contained in Paragraphs 1 through 7 shall terminate upon the earliest to occur of (i) such time as we, together with our affiliated entities, beneficially own less than 5% of the Common Stock of the Company; (ii) the Company’s material breach of any material provision of this letter agreement, which breach shall continue uncured for more than 30 days after written notice of such breach shall have been delivered by us to the Company (but any such breach hereof by the Company shall not relieve the Company of the restrictions and agreements made by it herein); (iii) the acquisition by any person or “group” that is not affiliated with us of a majority of the outstanding shares of Common Stock; (iv) the date on which the Company shall have entered into any merger, acquisition transaction or other business combination involving all or substantially all of the Company’s assets or properties; (v) March 24, 2010; or (vi) the Company (a) commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any state or federal bankruptcy or insolvency law, (b) applies for, consents to, or acquiesces in, the appointment of a trustee, receiver or other custodian for the Company or all or substantially all of its property, or makes a general assignment for the benefit of creditors, under any state or federal bankruptcy or insolvency law, (c) has a trustee, receiver, or other custodian appointed for the Company or all or substantially all of the Company’s property under any state or federal bankruptcy or insolvency law, or (d) has a bankruptcy, reorganization, debt arrangement, or other case or proceeding under any state or federal bankruptcy or insolvency law, that is involuntarily commenced against or in respect of the Company and which shall not have been dismissed within 30 days following the commencement thereof. Notwithstanding the foregoing, the restrictions and agreements made by us contained in Paragraphs 1 through 7 shall not terminate if the basis for such termination resulted from a breach by us of any provision of this letter agreement.

10. The parties hereto acknowledge and agree that money damages would not be a sufficient remedy for any breach or threatened breach of any provision of this letter agreement, and that in addition to all other remedies which we or the Company may have, each of the parties hereto will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, without the necessity of posting any bond.

11. It is understood and agreed that no failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

12. The invalidity or unenforceability of any provision of this letter agreement shall not affect the validity or enforceability of any other provisions of this letter agreement, which shall remain in full force and effect.

13. This letter agreement, including, without limitation, the provisions of this Paragraph 12, may not be amended, modified, terminated or waived, in whole or in part, except upon the prior written approval of the Company, and us expressly so amending, modifying, terminating or waiving such agreement or any part hereof.

14. This letter agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. Any legal action or proceeding in connection with this letter agreement or the performance hereof may be brought in the state and federal courts located in the State of California for the County of Santa Clara, or the United States District Court for the Northern District of California, and each party hereby irrevocably submits to the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding. Each party hereby irrevocably waives trial by jury in any action, proceeding or claim brought by any party hereto or beneficiary hereof on any matter whatsoever arising out of or in any way connected with this letter agreement.

15. The undersigned affiliates of Obrem Capital (GP), LLC will cause their respective affiliated persons and entities to comply with all of the terms and provisions hereof that are binding on such undersigned as though such affiliated persons and entities were parties hereto.

16. This letter agreement may be executed in two or more counterparts (including by means of facsimile), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Receipt of an executed signature page to this letter agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of this executed letter agreement shall be deemed to be originals thereof.

Very truly yours,
OBREM CAPITAL OFFSHORE MASTER, LP
By: Obrem Capital (GP), LLC, its general partner
By:	/s/ Andrew Rechtschaffen
Name:	Andrew Rechtschaffen
Title:	Managing Member

OBREM CAPITAL (QP), LP
By: Obrem Capital (GP), LLC, its general partner
By:	/s/ Andrew Rechtschaffen
Name:	Andrew Rechtschaffen
Title:	Managing Member

Confirmed and agreed to as of
the date first written above:
MICREL, INCORPORATED
By:	/s/ Ray Zinn
Name:	Ray Zinn
Title:	President, CEO and Chairman of the Board