-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QXYlM492/x9a3erbrtE4HjXSTRN7di0tyGjWEUAx2mthDTNerWtmhoCMBZP6bQTj 1Q3lKZmle21Z97EK+bhDTA== 0000093384-05-000026.txt : 20050719 0000093384-05-000026.hdr.sgml : 20050719 20050719165141 ACCESSION NUMBER: 0000093384-05-000026 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050719 DATE AS OF CHANGE: 20050719 EFFECTIVENESS DATE: 20050719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD MICROSYSTEMS CORP CENTRAL INDEX KEY: 0000093384 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 112234952 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-126702 FILM NUMBER: 05962031 BUSINESS ADDRESS: STREET 1: 80 ARKAY DRIVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 6314342904 MAIL ADDRESS: STREET 1: 80 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 S-8 1 form_s-8.txt As filed with the Securities and Exchange Commission on July 19, 2005 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ STANDARD MICROSYSTEMS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 11-2234952 (I.R.S. Employer Identification No.) 80 Arkay Drive Hauppauge, New York 11788 (631) 434-2904 (Address, including zip code, and telephone number of registrant's principal executive offices) ------------------------ 2004 Inducement Stock Option Plan 2005 Inducement Stock Option and Restricted Stock Plan (Full Titles of the Plans) Standard Microsystems Corporation 80 Arkay Drive Hauppauge, New York 11788 (631) 434-2904 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) ------------------------ with copies to: Robert J. Raymond, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006 (212) 225-2000
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Name of Plan Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Per Aggregate Offering Registration Registered (2) Registered (1) Share (2) Offering Price Fee (2) - ------------------------------------------------------------------------------------------------------------------------------------ 2004 Inducement Stock Option Common Stock, par 458,700(3) $16.04 $7,357,548 $865.98 Plan value $.10 per share - ------------------------------------------------------------------------------------------------------------------------------------ 2004 Inducement Stock Option Common Stock, par 241,300(4) $24.80 $5,984,240 $704.35 Plan value $.10 per share - ------------------------------------------------------------------------------------------------------------------------------------ 2005 Inducement Stock Option Common Stock, par 1,183,954(3) $17.62 $20,861,269 $2,455.37 and Restricted Stock Plan value $.10 per share - ------------------------------------------------------------------------------------------------------------------------------------ 2005 Inducement Stock Option Common Stock, par 26,046(4) $24.80 $645,941 $76.02 and Restricted Stock Plan value $.10 per share - ------------------------------------------------------------------------------------------------------------------------------------ Total 1,910,000 $34,848,998 $4,101.72
(1) Consists of shares of common stock (the "Shares") of Standard Microsystems Corporation (the "Registrant" or the "Corporation") to be made available pursuant to the 2004 Inducement Stock Option Plan, and the 2005 Inducement Stock Option and Restricted Stock Plan (collectively, the "Plans"). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also registers such indeterminate number of Shares that may be necessary to adjust the number of Shares reserved for issuance pursuant to the Plans as a result of stock splits, stock dividends, recapitalization or similar adjustments or transactions affecting the outstanding Shares of the Registrant. (2) Includes the rights (the "Rights") attached to each Share pursuant to the Rights Agreement with ChaseMellon Shareholder Services L.L.C., as Rights Agent, dated January 7, 1998, as amended by Amendment No. 1 dated January 23, 2001, and as further amended by Amendment No. 2 dated April 9, 2002. Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificates representing the Shares and may be transferred only together with the Shares. (3) With respect to Shares covered by stock options and stock awards granted prior to the filing of this Registration Statement, calculated pursuant to Rule 457(h) under the Securities Act, such amount is based upon the price at which the stock options may be exercised or the stock awards were granted. (4) With respect to Shares subject to future grant, estimated solely for the purpose of determining the amount of registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low prices of the Shares on July 12, 2005, as reported on the NASDAQ. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents, which previously have been filed by the Registrant with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof: (i) The Registrant's annual report on Form 10-K for the fiscal year ended February 28, 2005 (the "Annual Report"), filed with the Commission on May 16, 2005; (ii) The description of the Shares contained in the Registrant's Registration Statement on Form 8-A, filed September 21, 1973, Registration Statement on Form 8-A, filed January 12, 1989, and Registration Statement on Form 8-A dated January 13, 1998, File No. 0-7422; and (iii) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report. All reports and other documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides generally that a corporation shall have the power to indemnify any person sued or threatened to be sued as a director, officer, employee or agent of the corporation, or of another corporation if that person is serving at the request of the indemnifying corporation, in non-derivative suits for expenses (including attorneys' fees), judgments, fines and amounts paid in settlement if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the indemnifying corporation. In the case of criminal actions and proceedings, the person must also have had no reasonable cause to believe his conduct was unlawful. Indemnification of expenses, actually and reasonably incurred in connection with the defense or settlement of the action is authorized in stockholder derivative suits where the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the indemnifying corporation and so long as he had not been found liable to the indemnifying corporation. Even in this latter instance, the court may determine that in view of all the circumstances the person is entitled to indemnification for the expenses that the court deems proper. A person sued as a director or officer of a corporation who has been successful in defense of the action must be indemnified by the corporation against expenses. The Registrant's By-laws include the indemnification provisions excerpted below: 4. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.... (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The Registrant maintains directors' and officers' liability insurance for all its directors and officers. In addition, under each Plan, any member of the committee responsible for the administration of the Plan is indemnified to the fullest extent permitted by law with respect to any action taken, or determination made, in good faith in connection with the Plan. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits The exhibits listed in the Exhibit Index are filed as a part of this Registration Statement. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being offered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on this 19th day of July, 2005. STANDARD MICROSYSTEMS CORPORATION (Registrant) By: /s/ Andrew M. Caggia _____________________________________________ ANDREW M. CAGGIA, Senior Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated. Signature and Title Date ------------------- ---- /s/ Steven J. Bilodeau July 19, 2005 - -------------------------------------------- Steven J. Bilodeau Chairman, President and Chief Executive Officer (Principal Executive Officer) /s/ Andrew M. Caggia July 19, 2005 - -------------------------------------------- Andrew M. Caggia Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Timothy P. Craig July 19, 2005 - -------------------------------------------- Timothy P. Craig Director /s/ Peter F. Dicks July 19, 2005 - -------------------------------------------- Peter F. Dicks Director /s/ James A. Donahue July 19, 2005 - -------------------------------------------- James A. Donahue Director /s/ Ivan T. Frisch July 19, 2005 - -------------------------------------------- Ivan T. Frisch Director /s/ Eric M. Nowling July 19, 2005 - -------------------------------------------- Eric M. Nowling Vice President and Controller (Principal Accounting Officer)
EXHIBIT INDEX Exhibit No. Description Method of Filing 4.1 2004 Inducement Stock Option Plan Filed herewith 4.2 2005 Inducement Stock Option and Restricted Filed herewith Stock Plan 4.3 Certificate of Incorporation of Standard Incorporated by reference to Exhibit 3(a) to the Registrant's Form Microsystems Corporation, as amended and restated 10-K for the fiscal year ended February 28, 1991 4.4 By-Laws of Standard Microsystems Corporation, as Incorporated by reference to Exhibit 3.1 to Registrant's Current amended and restated Report on Form 8-K dated April 10, 2002 4.5 Rights Agreement with ChaseMellon Shareholder Incorporated by reference to Exhibit 1 to the registrant's Services L.L.C., as Rights Agent, dated Registration Statement on Form 8-A filed January 15, 1998 January 7, 1998 4.6 Amendment No. 1 to Rights Agreement with Incorporated by reference to Exhibit 4.2 to the registrant's ChaseMellon Shareholder Services L.L.C., Form 10-K for the fiscal year ended February 28, 2001 as Rights Agent, dated January 23, 2001 4.7 Amendment No. 2 to Rights Agreement with Incorporated by reference to Exhibit 3 to the registrant's ChaseMellon Shareholder Services L.L.C., as Registration Statement on Form 8-A/A filed April 10, 2002 Rights Agent, dated April 9, 2002 5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton Filed herewith as to legality of securities being registered 23.1 Consent of PricewaterhouseCoopers LLP Filed herewith 23.2 Consent of Cleary, Gottlieb, Steen & Hamilton Included in Exhibit 5.1 24.1 Power of Attorney Filed herewith
EX-4.1 2 exhibit_4-1.txt Exhibit No. 4.1 STANDARD MICROSYSTEMS CORPORATION 2004 INDUCEMENT STOCK OPTION PLAN Effective as of July 14, 2004, As Amended 1. Purpose of the Plan The purpose of this Standard Microsystems Corporation 2004 Inducement Stock Option Plan is to promote the interests of the Company and its stockholders by providing new employees of the Company or any of its subsidiaries (including employees who join the Company as a result of a corporate transaction) with an appropriate and material incentive to accept employment with the Company or any of its subsidiaries. 2. Definitions (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean the termination by the Company of a Participant's employment by reason of the Participant's (i) willful refusal to perform the Participant's obligations to the Company, (ii) misconduct, contrary to the interests of the Company, or (iii) commission of a serious criminal act, whether denominated a felony, misdemeanor or otherwise. In the event of any dispute whether a termination for Cause has occurred, the Board may by resolution resolve such dispute and such resolution shall be final and conclusive on all parties. (c) "Change in Control" shall mean an event or series of events that would be required to be described as a change in control of the Company on Form 8-K promulgated under the Securities Exchange Act of 1934, as amended. The determination whether and when a Change in Control has occurred or is about to occur shall be made by a vote of a majority of the non-employee members of the Board who shall have constituted the Board immediately prior to the occurrence of the event or series of events constituting such Change in Control. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (e) "Committee" shall mean a committee consisting of not fewer than two members of the Board duly elected by the Board to administer this Plan in accordance with Section 3(a) hereof. (f) "Common Stock" shall mean the shares of common stock of the Company, $0.10 par value per share. (g) "Company" shall mean Standard Microsystems Corporation and any successor. (h) "Disability" shall mean permanent and total disability within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended. In the event of any dispute whether a termination due to Disability has occurred, the Board may by resolution resolve such dispute and such resolution shall be final and conclusive on all parties. (i) "Exercise Price" shall mean the price that the Participant must pay under the Option for each share of Common Stock as determined by the Committee for each grant and specified in the Stock Option Agreement. (j) "Fair Market Value" of a share of Common Stock shall mean, as of the date on which such fair market value is to be determined, the closing price (or the average of the latest bid and asked prices) of a share of Common Stock as reported in The Wall Street Journal (or a publication or reporting service deemed equivalent to The Wall Street Journal for such purpose by the Board or the Committee) for the over-the-counter market or any national securities exchanges and other securities markets which at the time are included in the stock price quotations of such publication. In the event that the Board or the Committee shall determine such stock price quotation is not representative of fair market value, the Board or the Committee may determine Fair Market Value in such a manner as it shall deem appropriate under the circumstances. (k) "Grant Date" shall mean the date of grant of an Option as defined in Section 6(c) herein. (l) Non-Qualified Stock Option" shall mean an Option that is not an "incentive stock option" within the meaning of Section 422 of the Code. (m) "Option" shall mean the option to purchase Common Stock granted to any Participant under the Plan. Each Option granted hereunder shall be a Non-Qualified Stock Option and shall be identified as such in the Stock Option Grant Agreement by which it is evidenced. (n) "Option Spread" shall mean, with respect to an Option, the excess if any, of the Fair Market Value of a share of Common Stock as of the applicable Valuation Date over the Exercise Price. (o) "Participant" shall mean a new employee of the Company or any of its subsidiaries to whom a grant of an Option under this Plan has been made. (p) "Plan" shall mean this Standard Microsystems Corporation 2004 Inducement Stock Option Plan, as may be amended from time to time. (q) "Stock Option Agreement" shall mean the separate written agreement evidencing the grant of each Option pursuant to this Plan. (r) "Valuation Date" shall mean the trading date immediately preceding the date of the relevant transaction. 3. Administration of the Plan (a) Composition of the Committee. This Plan will be administered by a Committee, which shall consist of not fewer than two directors of the Company, who shall be appointed and serve at the pleasure of the Board. All members of the Committee shall be both "Non-Employee Directors" within the meaning of paragraph (b)(3)(i) of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 and "independent directors" within the meaning of NASDAQ Rules applying to compensation committee independence. The Committee shall have and may exercise all of the powers of the Board under this Plan, other than the power to appoint a director to committee membership. A majority of the Committee shall constitute a quorum, and acts of the majority of members present at any meeting at which a quorum is present shall be deemed the acts of the Committee. The Committee may also act by instrument signed by all members of the Committee. In the absence of a Committee, the Board shall function as the Committee for all purposes under this Plan, and to the extent that the Board so acts, references in this Plan to the Committee shall refer to the Board as applicable, provided that the grant of an Option under this Plan shall be approved by a majority of the "independent directors" of the Board. (b) Powers of the Committee. In addition to the other powers granted to the Committee under this Plan, the Committee shall have discretionary authority, subject to and consistent with the express provisions of this Plan, (i) to direct the grants of options; (ii) to determine the numbers of shares of Common Stock covered by each option, the exercise price of the Common Stock covered by each option, the individuals to whom and the time or times at which, options shall be granted or options may be exercised; (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, including, without limitation, such rules and regulations as it shall deem advisable so that transactions involving options or awards may qualify for exemption under such rules and regulations as the Securities and Exchange Commission may promulgate from time to time exempting transactions from Section 16(b) of the Exchange Act; (iv) to determine the terms and provisions of, and to cause the Company to enter into, Stock Option Agreements, which Stock Option Agreements may vary from one another, as the Committee shall deem appropriate; (v) to amend any such Stock Option Agreement from time to time, with the consent of the Participant; (vi) to construe and interpret this Plan, such rules and regulations and the Stock Option Agreements; and (viii) to make all other determinations necessary or advisable for the administration of, and to make all other determinations the Committee may deem necessary or advisable for the administration of, the Plan. (c) Determinations of the Committee. Every action, decision, interpretation or determination by the Committee or the Board with respect to the application or administration of this Plan or any Stock Option Agreement shall be final and binding upon all persons. (d) Indemnification of the Committee. No member of the Committee or the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Option. To the full extent permitted by law, the Company shall indemnify and hold harmless each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such person, or such person's testator or intestate, is or was a member of the Committee. (e) Inconsistent Terms. In the event of a conflict between the terms of this Plan and the terms of any Stock Option Agreement, the terms of this Plan shall govern. (f) Plan Term. The Committee shall not grant any Options under this Plan on or after July 14, 2014. All Options that remain outstanding as of such date shall continue to be governed by this Plan. 4. Participation in this Plan Options may be granted only to individuals who have not been previously employed by the Company or served as a member of the Board, or following a bona fide period of non-employment, and who become employees of the Company or any of its subsidiaries, including individuals who become employees in connection with a merger or acquisition. The Options may be granted to any such individual as a material inducement to such individual accepting employment with the Company or any of its subsidiaries, provided, however, that any such grant of an Option shall not become effective unless and until such individual actually commences employment with the Company or any of its subsidiaries. 5. Shares Subject to this Plan Subject to adjustment as provided in this Section 5 and Section 7 hereof, the maximum number of shares of Common Stock available for grant under this Plan shall be 700,000. Such shares of Common Stock may, as the Committee shall from time to time determine, be either authorized and unissued shares of Common Stock or issued shares of Common Stock that have been reacquired by the Company. To the extent that any Option granted under this Plan terminates, expires or is canceled without having been exercised, the shares covered by such Option shall again be available for grant under this Plan. 6. Options (a) Form of Options. Each Option granted under this Plan shall be evidenced by a Stock Option Agreement in such form as the Committee shall from time to time approve, which agreement shall comply with and be subject to the terms and conditions set forth in this Plan. The Options granted under this Plan shall be clearly identified in the Stock Option Agreement as Non-Qualified Stock Options. (b) Exercise Price. The Exercise Price per share of Common Stock under each Option shall be established by the Committee, but shall not be less than the Fair Market Value of a share of Common Stock on the date such Option is granted. (c) Grant Date. The Grant Date of the Options shall be the date designated by the Committee and specified in the Stock Option Agreement as the date the Option is granted. (d) Vesting of Options. Unless otherwise determined by the Committee and set forth in the Stock Option Agreement, each Option granted under this Plan shall become exercisable, to the extent of one-quarter of the aggregate number of shares optioned thereby, two years after the Grant Date and, cumulatively, to the extent of an additional one-quarter, at the expiration of each year thereafter, so that, five years after the Grant Date, each Option shall be fully exercisable, subject to the provisions set forth elsewhere in this Plan. Notwithstanding the foregoing, the Committee may declare any outstanding Option immediately and fully exercisable (but in no event prior to the first anniversary of the Grant Date). Notwithstanding the foregoing, if the Participant's employment with the Company is terminated by reason of the Participant's death, Disability or actual retirement at age 65 or thereafter or the Participant dies or suffers a Disability within the three month period following any termination of the Participant's employment by the Company other than a termination by the Company for Cause (as defined below) or voluntary resignation by the Participant, one hundred percent (100%) of the Option shall become vested and exercisable immediately upon the date of the Participant's death, Disability or retirement. (e) Limitations on Transfer. No Options granted under this Plan shall be transferable by the Participants either voluntarily or by operation of law, otherwise than by last will and testament or by laws of descent and distribution, and such Option shall be exercised during the lifetime of the Participant, only by the Participant, or by his or her guardian or legal representative. In the event of any purported transfer in violation of the provisions of this Plan, such purported transfer shall, to the extent permitted by applicable law, be void and of no effect. (f) Exercise of Options. A Participant electing to exercise an Option shall give written notice to the Company of such election and of the number of shares he or she has elected to purchase; provided that no Option may be exercised as to fewer than 100 shares unless it is then exercised as to all of the shares then purchasable thereunder. Such notice shall be accompanied by payment to the Company of the full Exercise Price in cash; provided that, unless otherwise determined by the Committee, the Exercise Price may be paid in whole or in part, by surrender or delivery to the Company of shares of Common Stock of the Company which have been owned by the Participant for more than six months before the exercise date having a Fair Market Value on the date of exercise equal to the portion of the Exercise Price being so paid. In addition, a Participant shall, upon notification of the amount due and prior to or concurrently with issuance or delivery to the Participant of such shares, pay, in cash, any amount necessary to satisfy federal, state and local tax requirements. (g) Issuance or Delivery of Shares. As soon as practicable after receipt of the notice and payment referred to in Section 6(f) above, the Company shall issue or deliver such shares to the Participant at the office of the Secretary of the Company, 80 Arkay Drive, Hauppauge, New York 11788, or at such other place as may be mutually acceptable to the Company and the Participant; provided, however, that the time of such delivery may be postponed by the Company for such period of time as the Company may require to comply with any law or regulation applicable to the issuance or transfer of shares. If the Participant fails for any reason to accept delivery of all or any part of the number of shares specified in such notice upon tender of delivery thereof, the Participant's right to purchase such undelivered shares may be terminated by the Company by notice to the Participant and refund to the Participant of the Participant's payment. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any shares of Common Stock pursuant to the exercise of any Options, unless and until the Company has determined, with advice of counsel, that the issuance and delivery of such shares are in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Common Stock are listed or traded. The Company shall use its reasonable efforts to comply with any such law, regulation or requirement with respect to the issuance and delivery of such certificates. In addition to the terms and conditions provided herein, the Company may require that a Participant make such reasonable covenants, agreements and representations as the Committee, in its sole discretion, deems advisable in order to comply with any such laws, regulations or requirements. (h) Withholding Taxes; Participant Representations. Prior to or concurrently with issuance or delivery by the Company to the Participant of such shares, the Participant shall (i) upon notification of the amount due, pay promptly, in cash, any amount necessary to satisfy applicable federal, state and local tax requirements, and (ii) if such shares are not then registered under the Securities Act of 1933, give assurance satisfactory to the Company that such shares are being purchased for investment and not with a view to the distribution thereof, and the Participant shall give such other assurance and take such other action as the Company shall require to secure compliance with any federal or state securities law applicable to the issuance of shares; provided that the out-of-pocket expense of such registration or compliance shall be borne by the Company. (i) Rights as Stockholder. No Participant shall have the rights of a stockholder with respect to shares covered by an Option until such Participant becomes the holder of record of such shares. (j) Expiration of the Options. Except as provided in this Section 6(j), no Option granted to a Participant may be exercised, unless, at the time of exercise, the Participant is an employee of the Company or any of its subsidiaries. Options granted under this Plan to a Participant shall not be affected by any change of duties or position so long as the Participant continues to be an employee of the Company. With respect to the Option or any portion thereof which has not become vested and exercisable, the Option shall expire on the date the Participant's employment is terminated for any reason. With respect to any Option or any portion thereof which has become exercisable (including any Option that becomes exercisable as a result of the Participant's death, Disability or retirement as provided in Section 6(d)), the Option shall expire on the earlier of: (i) three months after the Participant's termination of employment other than for Cause, death or Disability; (ii) the later to occur of (x) three months after the termination of the Participant's employment by reason of death or Disability or (y) thirty days after the appointment of a legal representative or guardian, but in no event more than one year after termination of employment by reason of death or Disability, (iii) the commencement of business on the date the Participant's employment is, or is deemed to have been, terminated for Cause; or (iv) the tenth anniversary of the Grant Date. 7. Adjustments Upon Changes in Capitalization (a) In the event of any change in the Company's Common Stock subject to the Option, by reason of any stock dividend, split-up, reorganization, liquidation and the like, such adjustment shall be made in the number of shares subject to the Option and the Exercise Price per share as the Board shall, in its sole judgment, deem appropriate to give proper effect to such event. No adjustment shall be made in the requirements set forth in Section 6(f) with respect to the minimum number of shares that must be purchased upon any exercise of an Option. (b) In the event of (i) a dissolution, liquidation, merger or consolidation of the Company or (ii) a sale of all or substantially all of the assets of the Company or the sale of substantially all of the assets or stock of a subsidiary of which the Participant is then an employee, or (iii) a Change in Control has occurred or is about to occur with respect to the Company, then, the Board may determine that the Option shall become immediately and fully exercisable. 8. No Special Employment Rights Nothing contained in this Plan shall confer upon the Participants any right with respect to the continuation of their employment or interfere in any way with the right of the Company or any of its subsidiaries, subject to the terms of any separate employment agreements to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Participants from the rate in existence at the time of the grant of any Option. 9. Amendments to this Plan; Termination of this Plan The Committee may, in its absolute discretion, from time to time revise or amend this Plan; provided, however, that any such amendment shall not impair or adversely affect a Participant's rights under this Plan or any outstanding Option without such Participant's written consent. The Committee may at any time, in its absolute discretion, suspend or terminate this Plan. No Options may be granted during any suspension of this Plan or after this Plan has been terminated. The termination of this Plan shall not affect ant Options previously granted. After this Plan terminates, the function of the Committee under this Plan will be limited to supervising the administration of Options previously granted. 10. Miscellaneous (a) Severability. In the event that any one or more provisions of this Plan or any Stock Option Agreement, or any action taken pursuant to this Plan or such Stock Option Agreement, should, for any reason, be unenforceable or invalid in any respect under the laws of the United States, any state of the United States or any other government, such unenforceability or invalidity shall not affect any other provision of this Plan or of such or any other Stock Option Agreement, but in such particular jurisdiction and instance this Plan and the affected Stock Option Agreement shall be construed as if such unenforceable or invalid provision had not been contained therein or as if the action in question had not been taken thereunder. (b) Effect on Prior Option Plans. The adoption of this Plan shall have no effect on outstanding options or awards granted by the Company under any other plan. (c) No Obligation to Exercise an Option. The grant to the Participants of the Options shall impose no obligation upon the Participants to exercise such Options. (d) Notices. All notices and other communications hereunder shall be in writing and shall be given and shall be deemed to have been duly given if delivered in person, by cable, telegram, telex or facsimile transmission, to the parties as follows: If to the Participant, to the Participant's last known address. If to the Company: Standard Microsystems Corporation Attention: Secretary 80 Arkay Drive Hauppauge, New York 11788 or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. (e) Descriptive Headings. The headings in this Plan are for convenience of reference only and shall not limit or otherwise affect the meaning of the terms contained herein. (f) Gender. All references herein to the masculine gender shall include the feminine. (g) Governing Law. This Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the provisions governing conflict of laws. EX-4.2 3 exhibit_4-2.txt Exhibit No. 4.2 2005 INDUCEMENT STOCK OPTION AND RESTRICTED STOCK PLAN OF STANDARD MICROSYSTEMS CORPORATION 1. Purpose of the Plan The purpose of this Standard Microsystems Corporation 2005 Inducement Stock Option And Restricted Stock Plan (the "Plan") is to promote the interests of Standard Microsystems Corporation, a Delaware corporation (together with its subsidiaries, "SMSC" or the "Company") and its stockholders by providing prospective employees of SMSC (including prospective employees who would join SMSC in connection with any corporate transaction) with an appropriate and material incentive to accept employment with SMSC. Accordingly, SMSC may, from time to time, grant to such prospective employees as may be selected in the manner hereinafter provided, options ("Options") to purchase shares of common stock, $.10 par value, of Standard Microsystems Corporation ("Common Stock") and/or awards of restricted Common Stock ("Awards"), subject to the conditions hereinafter provided. 2. Administration of the Plan (a) This Plan will be administered by the Compensation Committee (the "Committee") of the Board of Directors (the "Board"). All members of the Committee shall be both "Non-Employee Directors" within the meaning of paragraph (b)(3)(i) of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") and "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations promulgated thereunder. The Committee shall have and may exercise all of the powers of the Board under the Plan, other than the power to appoint a director to Committee membership. A majority of the Committee shall constitute a quorum, and acts of the majority of members present at any meeting at which a quorum is present shall be deemed the acts of the Committee. The Committee may also act by instrument signed by all members of the Committee. (b) The Committee shall have plenary authority in its discretion, subject to and consistent with the express provisions of the Plan, to direct the grants of Options or Awards; to determine the numbers of shares of Common Stock covered by each Option or Award, the purchase price of the Common Stock covered by each Option, the individuals to whom and the time or times at which Options or Awards shall be granted or Options may be exercised; to prescribe, amend and rescind rules and regulations relating to the Plan, including, without limitation, such rules and regulations as it shall deem advisable so that transactions involving Options or Awards may qualify for exemption under such rules and regulations as the Securities and Exchange Commission may promulgate from time to time exempting transactions from Section 16(b) of the Exchange Act; to determine the terms and provisions of, and to cause the Company to enter into, agreements with Grantees (as defined below) in connection with Options or Awards that may be granted under the Plan ("Agreements"), which Agreements may vary from one another, as the Committee shall deem appropriate; to amend any such Agreement from time to time, with the consent of the Grantee; and to make all other determinations the Committee may deem necessary or advisable for the administration of the Plan. (c) Each Option or Award under this Plan shall be deemed to have been granted when the determination of the Committee with respect to such Option or Award is made or, if so determined by the Committee, at a specific future date. Once an Option has been granted, all conditions and requirements of this Plan with respect to such Option shall be deemed to be conditions upon the exercise of the Option but not upon the grant thereof. (d) Every action, decision, interpretation or determination by the Committee or the Board with respect to the application or administration of this Plan shall be final and binding upon the Company and each person holding or claiming any right or interest pursuant to any Option or Award granted under this Plan. (e) No member of the Committee or the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Option or Award. To the full extent permitted by law, the Company shall indemnify and hold harmless each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such person, or such person's testator or intestate, is or was a member of the Committee. (f) In the event of a conflict between the terms of this Plan and the terms of any Agreement, the terms of this Plan, as determined by the Committee in its discretion, shall govern. 3. Stock Subject to this Plan (a) The shares of Common Stock to be issued upon exercise of Options or constituting Awards granted under this Plan shall be made available, at the discretion of the Board, either from the authorized but unissued shares of Common Stock or from shares of Common Stock reacquired by the Company, including shares purchased in the open market. The aggregate number of shares of Common Stock for which Options and Awards may be granted under this Plan shall not exceed 1,350,000. The maximum number of shares that may be subject to Options granted to any one individual within one fiscal year shall be 100,000. Such aggregate numbers shall be subject to adjustment as provided in paragraph 12. If any Option granted under this Plan shall expire or terminate for any reason without having been exercised in full, or if any Common Stock subject to an Award shall be forfeited, the unpurchased or forfeited shares shall (unless this Plan shall have been terminated) become available for grant of Options or Awards to other individuals. (b) A Grantee to whom an Award has been made shall have, after delivery to him of, or after notification that there is being held in custody for him, a certificate or certificates for the number of shares of Common Stock awarded, absolute ownership of such shares including the right to vote the same and to receive dividends thereon, subject however, to the terms, conditions and restrictions described in this Plan and in any Agreement relating to the Award. 4. Eligibility of Grantees Options and Awards may be granted under this Plan only as a material inducement to any individual who has neither been employed by SMSC nor served on the Board to become an employee of SMSC, including individuals who may become employees of SMSC in connection with a corporate transaction, provided, that an individual who has been employed by SMSC or served on the Board may also receive inducement grants of Options and/or Awards under this Plan following a bona fide break in employment and Board service, as determined under NASD Rule 4350(c) (each individual receiving an Option or Award, a "Grantee"). Options and Awards shall not become effective unless and until the Grantee actually commences employment with SMSC. Eligible individuals may receive grants of either or both Options and Awards. 5. Option Price The purchase price per share of Common Stock under each Option shall be established by the Committee, but shall not be less than the fair market value (as hereinafter defined) of a share of Common Stock on the date such Option is granted. 6. Restrictions (a) No Option granted under this Plan shall be transferable by the Grantee, either voluntarily or by operation of law, otherwise than by last will and testament or by laws of descent and distribution, and such Option shall be exercised during the lifetime of the Grantee, only by the Grantee, or by his or her guardian or legal representative. (b) Until the restrictions set forth in this paragraph 6(b) shall lapse pursuant to paragraph 6(c) or 6(d), shares of Common Stock awarded to a Grantee pursuant to an Award: (i) shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and (ii) shall, if delivered to or to the order of the Grantee, be returned to the Company forthwith, and all rights of the Grantee to such shares shall immediately terminate without any payment of consideration by the Company, if the Grantee's continuous employment with the Company or any of its subsidiaries shall terminate for any reason, except as provided in paragraph 6(d); provided, however, that the Board shall have the right to waive such forfeiture, in whole or in part, and in connection with such waiver to impose any terms or restrictions on the continued ownership of such shares by the Grantee under the Plan. If the Grantee's interests in the shares of Common Stock granted pursuant to an Award shall be terminated pursuant to this clause (ii), the Grantee shall forthwith deliver to the Secretary or any Assistant Secretary of the Company the certificates for shares of Common Stock so terminated, accompanied by such instrument of transfer as may be required by the Secretary or any Assistant Secretary of the Company. (c) Unless the Committee shall fix a different schedule in an Agreement relating to an Award, except as set forth in paragraph 6(d), the restrictions set forth in paragraph 6(b) hereof shall lapse to the extent of 25% of the shares covered by the Award on each of the first and second anniversaries of the date of grant of such Award and as to the remaining 50% on the third anniversary of the date of grant. (d) Any provision of paragraph 6(b) hereof to the contrary notwithstanding, if a Grantee who has been in the continuous employment of the Company or of any subsidiary since the date on which an Award was granted to him shall, while in such employment, die, terminate employment by reason of disability as defined in this paragraph 6(d), or attain age 65, and any of such events shall occur more than one year after the date on which an Award shall have been granted to him, then the restrictions set forth in paragraph 6(b) hereof shall lapse, as to all shares of Common Stock awarded to such Grantee pursuant to such Award, on the date of such event. As used in this paragraph 6(d) the term "disability" shall mean a condition that is within the meaning of Section 22(e)(3) of the Code. (e) Each Grantee granted an Award shall agree that, subject to the provisions of paragraph 6(f): (i) no later than the date of the lapse of the restrictions mentioned in paragraph 6(b) hereof and in any Agreement respecting the Award, the Grantee will pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state or local withholding taxes of any kind required by law to be paid by the Company or its subsidiaries with respect to the shares of Common Stock subject to the Award, and (ii) the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Common Stock subject to the Award. (f) If a Grantee granted an Award properly files with the Internal Revenue Service a written election within 30 days of the date of grant, to include in gross income for federal income tax purposes an amount equal to the fair market value of the shares of Common Stock awarded on the date of grant, the Grantee shall make arrangements satisfactory to the Committee to pay in the year of such grant any federal, state or local withholding taxes required to be paid by the Company or its subsidiaries with respect to such shares. If the Grantee shall fail to make such payments, the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to such shares of Common Stock. (g) Certificates evidencing shares of Common Stock subject to Awards shall bear an appropriate legend referring to the terms, conditions, and restrictions described in the Plan and in any Agreement relating to the Award. Any attempt to dispose of any such shares of Common Stock in contravention of the terms, conditions and restrictions described in the Plan or any related Agreement shall be ineffective. The shares acquired, together with stock powers (if required by the Company) or other instruments of transfer appropriately endorsed in blank by the Grantee, shall be held by the Company, for the use and benefit and subject to the rights of such Grantee as owner thereof. After the lapse of all restrictions with respect to particular shares, the Company shall deliver the certificates for such shares held by the Company to the Grantee concerned. 7. Exercise of Option (a) Each Option granted under this Plan shall by its terms expire not later than ten years from the date on which it was granted. (b) Unless the Committee shall fix a different schedule at the time a particular Option is granted, each Option granted under this Plan shall vest and become exercisable, as to 20% of the Common Stock subject to such Option on each of the first five anniversaries of the Option grant date, provided that the Grantee remains continuously employed by SMSC through each such vesting date. Notwithstanding the foregoing, the Committee may declare any outstanding Option immediately and fully vested and exercisable (but in no event prior to the first anniversary of the date of grant). (c) A Grantee electing to exercise an Option shall give written notice to the Company of such election and of the number of shares he or she has elected to purchase; provided that no Option may be exercised as to fewer than 100 shares unless it is then exercised as to all of the shares then purchasable thereunder. Such notice shall be accompanied by payment to the Company of the full purchase price in cash; provided that, unless otherwise determined by the Committee, the purchase price may be paid in whole or in part, by surrender or delivery to the Company of Common Stock of the Company having a fair market value on the date of exercise equal to the portion of the purchase price being so paid. In addition, a Grantee shall, upon notification of the amount due and prior to or concurrently with delivery to the Grantee of a certificate representing such shares, pay, in cash, any amount necessary to satisfy federal, state and local tax requirements. (d) No Grantee shall have the rights of a stockholder with respect to shares covered by an Option until such Grantee becomes the holder of record of such shares. (e) Except as provided in paragraph 8 or paragraph 9, no Option granted to a Grantee may be exercised, unless, at the time of exercise, the Grantee is an employee of the Company. Options granted under the Plan to a Grantee shall not be affected by any change of duties or position so long as the Grantee continues to be an employee of the Company. (f) Notwithstanding any other provision of this Plan, the Company shall not be required to issue or deliver any share of stock upon the exercise of an Option prior to (a) the admission of such share to listing on any stock exchange or automated quotation system on which the Company's Common Stock may then be listed and (b) the completion of such registration or other qualification of such share under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. 8. Termination of Grantee's Relationship to the Company (a) In the case of an Option granted to a Grantee, if the Grantee shall cease to be an employee of the Company, other than by reason of death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, any Option held by such Grantee may be exercised (to the extent that the Grantee was entitled to exercise such Option at the termination of such employment) at any time within three months after such termination, but not later than the expiration date of such Option; provided, however, that any Option held by a Grantee whose employment shall be terminated by the Company for cause shall, to the extent not theretofore exercised, forthwith terminate. (b) Notwithstanding the provisions of paragraph 7 specifying the installments in which an Option shall be vested and exercisable, in the case of an Option granted to a Grantee, unless the Committee specifies otherwise at the time a particular Option is granted, upon a Grantee's actual retirement at age 65 or thereafter, the Option shall be exercisable (within the time periods set forth in paragraph 8(a)) as to all shares of Common Stock remaining subject to the Option. (c) Any Agreement may contain such provisions as the Board shall approve with reference to the determination of the date employment terminates for purposes of the Plan (which provisions may allow periods of consultancy to be treated as periods of employment) and the effect of leaves of absence, which provisions may vary from one another. (d) In the case of an Option or Award granted to a Grantee whose employment relationship terminates prior to the applicable vesting date of such Option or Award but the Grantee continues to serve SMSC as a consultant, the Grantee's consultancy shall be treated as employment for purposes of this Plan. (e) Nothing in the Plan or in any Agreement shall confer upon any Grantee any right to continue in the employ of the Company or affect the right of the Company to terminate such employment relationship at any time for any reason, or for no reason. 9. Death or Disability of Grantee Notwithstanding the provisions of paragraph 7 specifying installments in which an Option shall be vested and exercisable, unless the Committee specifies otherwise at the time a particular Option is granted, if a Grantee shall die or become permanently and totally disabled within the meaning of Section 22(e)(3) of the Code, while he or she is employed by the Company or within three months after the termination of his or her employment (other than termination by the Company for cause), such Option may be exercised, as to all shares of Common Stock remaining subject to the Option, within the later to occur of (a) three months after the termination of the Grantee's employment or (b) thirty days after the appointment of a legal representative or guardian, but in no case more than one year after termination of employment and in no case after the original expiration date of the Option. 10. Amendments to the Plan The Board may at any time terminate or from time to time modify, amend or suspend this Plan, including any amendment for the purpose of complying with or securing the benefit of any change in the Exchange Act or the Code or any regulation adopted under either. No suspension, termination, modification or amendment of the Plan may, without the consent of the Grantee to whom an Option or Award shall theretofore have been granted, materially and adversely affect the rights of such Grantee under such Option or Award, provided, that SMSC shall have the right, in connection with a corporate transaction or otherwise, to terminate any or all Awards under this Plan at any time in exchange for cash or other consideration equal to the then-current fair value of any such Award and, with respect to each share underlying an Option, the excess, if any, of the fair market value per share over the exercise price per share, as determined in the sole discretion of the Committee, and no such termination shall constitute a material and adverse affect on the rights of any Grantee. 11. Granting of Options and Awards (a) The grant of any Option or Award pursuant to the Plan shall be entirely in the discretion of the Committee, and nothing in the Plan shall be construed to confer on any Grantee any right to receive any Option or Award under the Plan. (b) Subject to the terms, conditions and restrictions of the Plan, the Committee shall, in its sole discretion, select the Grantees to whom Options or Awards are to be granted without limiting the generality of Paragraph 2, the Committee shall also have power to determine (i) whether Options or Awards are to be made, (ii) the number of shares of Common Stock covered by each Option or Award, (iii) the time or times when Options or Awards will be made, and (iv) in accordance with paragraph 6, the restrictions applicable to shares of Common Stock awarded pursuant to Awards. (c) The grant of an Option or Award pursuant to the Plan shall not constitute an agreement or an understanding, express or implied, to employ the Grantee for any specified period. 12. Adjustments upon Changes in Capitalization (a) The Board may at any time make such provision as it shall consider appropriate for the adjustment of the number and class of shares covered by each Option or Award and the price as to which an Option shall be exercisable, in the event of changes in the outstanding Common Stock of the Company by reason of any stock dividend, split-up, reorganization, liquidation, and the like. In the event of any such change in the outstanding Common Stock of the Company, the aggregate number of shares as to which Options and Awards may be granted under the Plan shall be appropriately adjusted by the Board, whose determination shall be conclusive. No adjustment shall be made in the requirements set forth in paragraph 7 with respect to the minimum number of shares that must be purchased upon any exercise of an Option. (b) In the event (i) of a dissolution, liquidation, merger or consolidation of the Company or (ii) of a sale of all or substantially all of the assets of the Company or the sale of substantially all of the assets or stock of a subsidiary of which a Grantee is then an employee, or (iii) a change in control (as hereinafter defined) of the Company has occurred or is about to occur, then, the Board may determine that each Option and/or Award under the Plan, if such event shall occur with respect to the Company, or each Option granted to an employee of such subsidiary, shall become immediately and fully exercisable or that restrictions on shares subject to any Award shall immediately lapse. 13. Effectiveness of the Plan and Options and Awards; Termination of the Plan This Plan shall be effective as of the date that it receives Board approval, which shall be the date of the consummation of the transaction described in the Share Purchase Agreement by and among Standard Microsystems Corporation and the Shareholders of OASIS SiliconSystems Holding AG, dated as of March 30, 2005 (the "Effective Date"). No Option or Award under this Plan shall become effective until it has been approved by the Committee. No Options or Awards shall be made on or after the tenth anniversary of the Effective Date, provided, that any Options or Awards outstanding on the Effective Date shall continue to be governed by this Plan until they are terminated. 14. Severability In the event that any one or more provisions of the Plan or any Agreement, or any action taken pursuant to the Plan or such Agreement, should, for any reason, be unenforceable or invalid in any respect under the laws of the United States, any state of the United States or any other government, such unenforceability or invalidity shall not affect any other provision of the Plan or of such or any other Agreement, but in such particular jurisdiction and instance the Plan and the affected Agreement shall be construed as if such unenforceable or invalid provision had not been contained therein or as if the action in question had not been taken thereunder. 15. Effect on Prior Option and Award Plans The adoption of the 2005 Plan shall have no effect on outstanding Options or Awards granted by the Company under any other plan or agreement. 16. Notices All notices and other communications hereunder shall be in writing and shall be given and shall be deemed to have been duly given if delivered in person, by cable, telegram, telex or facsimile transmission, to the parties as follows: If to the Grantee, to the Grantee's last known address. If to the Company: Standard Microsystems Corporation Attention: Secretary 80 Arkay Drive Hauppauge, New York 11788 or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. 17. Governing Law This Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the provisions governing conflict of laws. 18. Certain Definitions (a) The terms "parent" and "subsidiary" shall have the meanings respectively, of "parent corporation" and "subsidiary corporation" as set forth in Sections 424(e) and (f) of the Code, respectively. (b) The term "fair market value" of a share of Common Stock shall mean, as of the date on which such fair market value is to be determined, the closing price (or the average of the latest bid and asked prices) of a share of Common Stock as reported in The Wall Street Journal (or a publication or reporting service deemed equivalent to The Wall Street Journal for such purpose by the Board or the Committee) for the over-the-counter market or any national securities exchanges and other securities markets which at the time are included in the stock price quotations of such publication. (c) The term "termination of employment for cause" or words to like effect shall mean termination by the Company of the employment of the Grantee by reason of the Grantee's (i) willful refusal to perform his or her obligations to the Company, (ii) willful misconduct, contrary to the interests of the Company, or (iii) commission of a serious criminal act, whether denominated a felony, misdemeanor or otherwise. In the event of any dispute whether a termination for cause has occurred, the Board may by resolution resolve such dispute and such resolution shall be final and conclusive on all parties. (d) The term "Company" shall include SMSC and any parent or subsidiary of SMSC. (e) The term "change in control" shall mean an event or series of events that would be required to be described as a change in control of the Company on Form 8-K promulgated under the Exchange Act. The determination whether and when a change in control has occurred or is about to occur shall be made by vote of a majority of the Non-Employee Directors who shall have constituted the Board immediately prior to the occurrence of the event or series of events constituting such change in control. (f) The term "corporate transaction" shall mean any corporate event or transaction (including, but not limited to, a change in the shares of SMSC or the capitalization of SMSC) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of SMSC, combination or exchange of shares of Common Stock, dividend in kind, extraordinary cash dividend or other change in capital structure or distribution (other than normal cash dividends) to shareholders of SMSC, or any similar corporate event. EX-23.1 4 exhibit_23-1.txt Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 16, 2005 relating to the consolidated financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2005 Annual Report to Shareholders of Standard Microsystems Corporation, which is incorporated by reference in Standard Microsystems Corporation's Annual Report on Form 10-K for the year ended February 28, 2005. We also consent to the incorporation by reference of our report dated May 16, 2005 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP New York, NY July 19, 2005 EX-5.1 5 exhibit_5-1.txt Exhibit No. 5.1 Writer's Direct Dial: (212) 225-2920 E-Mail: AKohn@cgsh.com July 19, 2005 Standard Microsystems Corporation 80 Arkay Drive Hauppauge, New York 11788 Re: Standard Microsystems Corporation Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Standard Microsystems Corporation, a Delaware corporation (the "Company"), in connection with a registration statement on Form S-8 (the "Registration Statement") to be filed today with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), for the registration of 1,910,000 shares of the Company's common stock, par value $0.10 per share (the "Shares"), to be issued under the Company's 2005 Inducement Stock Option and Restricted Stock Plan and the Company's 2004 Inducement Stock Option Plan (collectively, the "Plans"), and the related Series A Participating Preferred Stock purchase rights (the "Rights") to be issued pursuant to the Rights Agreement (the "Rights Agreement") dated as of January 7, 1998, between the Company and the Rights Agent named therein, as amended by Amendment No. 1 dated January 23, 2001, and as further amended by Amendment No. 2 dated April 9, 2002. We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We have further received a letter dated July 18, 2005, from George Houseweart, General Counsel of the Company, representing to us that the Company has available for issuance a sufficient number of authorized shares to deliver the Shares under the Plans, and are relying on such representation. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed. Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that: 1. The Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plans, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable. 2. Upon issuance of the Shares in accordance with the terms of the Plans, at prices in excess of the par value thereof, the Rights associated with the Shares will be validly issued. The foregoing opinions are limited to the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are "experts" within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit. Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP By: /s/ Arthur H. Kohn ------------------------------- Arthur H. Kohn, a partner EX-24.1 6 exhibit_24-1.txt Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below on this Registration Statement hereby constitutes and appoints each of Eric Nowling and Michael LaBosco with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (unless revoked in writing) to sign any and all amendments (including post-effective amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by each of the following persons in the capacities indicated, on the date indicated below. Signature Title Date - --------- ----- ---- Chairman, President and Chief Executive /s/ Steven J. Bilodeau Officer - ------------------------- (Principal Executive Officer) July 19, 2005 Steven J. Bilodeau Director, Senior Vice President /s/ Andrew M. Caggia and Chief Financial Officer - ------------------------- (Principal Financial Officer) July 19, 2005 Andrew M. Caggia /s/ Timothy P. Craig - ------------------------- Director July 19, 2005 Timothy P. Craig /s/ Peter F. Dicks - ------------------------- Director July 19, 2005 Peter F. Dicks /s/ James A. Donahue - ------------------------- Director July 19, 2005 James A. Donahue /s/ Ivan T. Frisch - ------------------------- Director July 19, 2005 Ivan T. Frisch /s/ Eric M. Nowling Vice President and Controller - ------------------------- (Principal Accounting Officer) July 19, 2005 Eric M. Nowling -----END PRIVACY-ENHANCED MESSAGE-----