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):

April 12, 2011

STANDARD MICROSYSTEMS CORPORATION

(Exact name of Company as specified in its charter)

DELAWARE	0-7422	11-2234952
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Arkay Drive, Hauppauge, New York     11788

(Address of principal executive offices) (Zip Code)

(631) 435-6000

(Company's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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 Company under any of the following provisions:

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  On April 12, 2011 the Compensation Committee of the Registrant (the “Committee”) resolved to issue the following grants of stock options and restricted stock units ("RSU") to the following named executive officers of the Registrant.   The Committee previously had determined in April 2010 to replace quarterly grants of equity to named executive officers with annual grants beginning in April 2011.   These grants will be made on April 15, 2011, the same day as grants are normally made to the members of the Board of Directors of the Registrant:

Name of Officer	Title of Officer	Option Grant (#)		RSU grant (#)
King, Christine	President and Chief Executive Officer		44100		44100
Sennesael, Kris	Vice President and Chief Financial Officer		22100		22100
Wendelken, Roger	Vice President of Worldwide Sales		6800		6800
Coller, David John	Senior Vice President of Global Operations		8200		8200
Siegel, Walter	Senior Vice President and General Counsel		11000		11000

The stock options will vest in equal annual increments over four years from the grant date for all named executive officers except Christine King, whose stock options will vest in equal annual increments over three years from the grant date; all restricted stock units will vest in equal annual increments over three years from the grant date.  The grants to Mr. Sennesael include a one time grant of 5000 stock options and 5000 RSUs in recognition of his performance and promotion to Senior Vice President, effective April 12, 2011.  The grants to Mr. Siegel include a one time grant of 5500 stock options and 5500 RSUs in recognition of his performance and as an additional retention mechanism.  Mr. Wendelken was also promoted to Senior Vice President in recognition of his performance effective April 12, 2011.

On April 12, 2011 the Committee also resolved to increase the salaries of the named executive officers, effective June 1, 2011,  as set forth below:

Name of Officer	Title of Officer	Prior Salary ($)		June 1, 2011 Salary ($)
Sennesael, Kris	Vice President and Chief Financial Officer		300,000		325,000
Wendelken, Roger	Vice President of Worldwide Sales		300,000		315,000
Coller, David John	Senior Vice President of Global Operations		315,000		325,000
Siegel, Walter	Senior Vice President and General Counsel		317,100		325,000

Ms. King did not receive a salary increase.  The increases to Mr. Sennesael and Mr. Coller represent their first salary increase since they were hired by the Registrant on January 5, 2009 and March 2, 2009 respectively.  The Compensation Committee was advised by and received competitive compensation data from its independent compensation consultant, Towers Watson, in approving the matters set forth above.

On April 12, 2011 the Committee also approved the form of the Sales Incentive Plan (the “SIP”) for Mr. Wendelken for fiscal year 2012 and subsequent fiscal years.  The fiscal 2012 SIP provides for quarterly payments to Mr. Wendelken based on achieving two performance goals: designated quarterly year-to-date goals for “design win value” and designated quarterly year-to-date goals for “revenue.” “Design win value” means the cumulative forecasted revenue for the lifetime of all products. One-half of the total quarterly SIP target is based on design win achievement against goals and one-half is based on sales revenue achievement against goals. For design wins, a threshold of 50% of the quarterly year-to-date goal must be achieved before any design win incentive is earned. At 50% achievement, 50% of the design win portion of the incentive target is earned; this payout increases linearly up to 100% of the incentive target at 100% design wins achievement. A maximum of 150% of the design wins portion of the incentive target may be earned for achievement over SIP targets on an annual basis. For revenue, a threshold of 75% of the quarterly year-to-date goal must be achieved before any revenue incentive is earned. At 75% achievement, 50% of the revenue portion of the incentive target is earned; this payout increases linearly up to 100% at 100% revenue achievement. A maximum of 120% of the revenue portion of the incentive target may be earned for achievement over SIP targets on an annual basis.The foregoing description is qualified in its entirety by the actual form of the SIP, annexed hereto as Exhibit 10.1 and incorporated herein by reference.  No other named executive officer participates in the SIP.

Item 9.01 Financial Statements and Exhibits.

((c) Exhibit 10.1* Standard Microsystems Corporation Form of Sales Incentive Plan for fiscal 2012 and subsequent fiscal years.

 * Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

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

		STANDARD MICROSYSTEMS CORPORATION
		(Company)
Date:  April 15, 2011	By:	/s/ Kris Sennesael
		Kris Sennesael
		Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1*	Standard Microsystems Corporation Form of Sales Incentive Plan for fiscal 2012 and subsequent fiscal years

*Indicates a management contract or compensatory plan or arrangement.

EX-10.1

Exhibit 10.1

TO:	Roger Wendelken
FROM:	Andy Solowey
DATE:
SUBJECT:	Fiscal  Sales Incentive Plan

PERSONAL AND CONFIDENTIAL

This memorandum will serve as your formal Sales Incentive Plan (the “Plan”) document for SMSC’s (the “Company”) fiscal year ____ ending February _____.

There are two components to your Plan:

· Design Wins:  Quarterly incentives to win new designs with significant over plan potential.

· Revenue:  Quarterly incentives based on achieving year-to-date revenue goals for your assigned territory or accounts with significant over plan potential.

Your total At-Plan incentive target is 33% of your base salary.

Design Wins

For the first component listed above, fifty percent (50%) of your total At-Plan incentive target is based on achieving your assigned year-to-date Design Wins according to the following rules and conditions.

· Design win value is measured as the cumulative forecasted sales revenue for over the lifetime of all design win programs assigned to you.

· Any claimed design win requires a customer commitment in the form of:

> an award letter or e-mail confirmation from the customer;

> a customer schematic showing the SMSC part;

> a prototype validation; or

> on rare exceptions, sales executive management may judge the validity of a design win claim in the absence of customer documentation.

· The annual plan is based on quarterly targets.

· Split credit for design wins will be decided by the local sales teams supporting a multi-location design win.  If the split cannot be resolved at the local level, the Vice President of Worldwide Sales will determine the credit assignment.

· Fifty percent of the quarterly year-to-date Design Win goal must be achieved before any Design Win incentive is earned for that quarter.

· Quarterly earned Design Win incentives are directly proportionate to the quarterly year-to-date achievement against plan.  For example, if 50% of the quarterly year-to-date design win plan is achieved, 50% of the quarterly Design Win incentive target (or 25% of your total quarterly at-plan incentive target) is earned.  Similarly, if 100% of the quarterly year-to-date Design Win plan is achieved, 100% of the quarterly Design Win incentive target (or 50% of your total quarterly at-plan incentive target) is earned.  The maximum earned Design Win incentive on a full year basis is 150% of the annual Design Win goal (or 75% of your total annual at-plan incentive target) at 150% of the annual Design Win plan.

· If you have both commercial products (CCP, APT and MTS) Design Win goals and AIS Team Target  Design Win Goals, your Design Win incentive is based 75% on commercial and 25% on automotive.  If you only have automotive Design Win goals, it will be based 100% on automotive.  AIS Design Win Team Targets have quarterly year-to-date team goals while automotive USB/Ethernet/Wireless quarterly year-to-date Design Win goals are assigned individually.  Achievement against AIS Team Target products and automotive USB/Ethernet/Wireless products are calculated separately.

Your commercial products quarterly year-to-date Design Win goals are as follows.  (All figures are X 1,000.)

1st Quarter: $

2nd Quarter: $

3rd Quarter: $

4th Quarter: $

Your Automotive USB/Ethernet products quarterly year-to-date Design Win goals are as follows.

1st Quarter: $

2nd Quarter: $

3rd Quarter: $

4th Quarter: $

Your Team traditional AIS Products quarterly year-to-date Design Win goals are as follows.

1st Quarter: $

2nd Quarter: $

3rd Quarter: $

4th Quarter: $

The following graph shows the percent of Design Win incentive earned as a function or the percent of Design Win plan achieved on a full year basis.

Quarterly design win incentives will be adjusted for a year-to-date attainment against plan up to a maximum of 100% of the year-to-date achievement.  A year-to-date adjustment can affect you in a positive or negative manner depending on achievement versus year-to-date target.  A final adjustment for any earned over plan incentive is made at year end.

Revenue

For the second component listed above, fifty percent (50%) of your total At-Plan incentive target is based on attaining quarterly year-to-date Revenue plans for your assigned territory and/or accounts. Actual Revenue is determined using the Company’s Point-of-Sale (POS) revenue recognition method after all credits and rebates.

No Revenue quarterly incentive is eligible for payment unless at least 75% of the year-to-date Revenue plan for your assigned territory and/or accounts is achieved. At 75% achievement, 50% of the quarterly Revenue incentive is earned.  An additional 2.0% of your quarterly Revenue incentive target is earned for each percent of the year-to-date Revenue plan achievement between 75% and 100%.  The actual percent of Revenue attained is rounded down to next whole percentage point. The maximum earned Revenue incentive on a full year basis is 120% of the annual Revenue goal (or 30% of your total annual At-Plan incentive target) at 120% of the annual Revenue plan.

Management reserves the right to modify the earned incentive amount as a result of extraordinary inaccurate forecasting that could result in inventory obsolescence or expedite costs for under-forecasting.

Your quarterly year-to-date Revenue Goals are as follows.  (All figures are X 1,000.)

1st Quarter: $

2nd Quarter: $

3rd Quarter: $

4th Quarter: $

The following graph shows the percent of Revenue incentive earned as a function of the percent of the Revenue goal achieved on a full year basis.

Quarterly revenue incentives will be adjusted for a year-to-date attainment against plan up to a maximum of 100% of the year-to-date achievement.  A year-to-date adjustment can affect you in a positive or negative manner depending on achievement versus year-to-date target.  A final adjustment for any earned over plan incentive is made at year end.

Other Conditions and Provisions:

· Earned incentives will be determined and paid to you following the public release of the Company’s financial results.  Incentives are measured and paid quarterly for both the Design Win and Revenue components.

· No incentive from the Design Win or Revenue components will be paid to you for a fiscal quarter if you are not employed by the Company on the last day of that quarter.  Similarly, no year end adjustment over plan incentive will be paid to you if you are not employed by the Company on February ________(the last day of the fiscal year).

· The Company reserves the right to amend the Plan in any way and at any time upon written notice to you.

· Any dispute over any part of the Plan, including the actual territory and/or accounts product revenue attainment and design win revenue forecasts, will be judged and decided solely by the Compensation Committee.

You are required to keep all information in connection with this incentive plan confidential.  If the Company determines that you fail to keep any information about the Fiscal ____ Sales Incentive Plan confidential, any earned incentive may be forfeited.  Please sign this document where indicated below and return a scanned copy of the entire agreement via e-mail to Dennis Reiter (dennis.reiter@smsc.com).

Andy Solowey

Vice President of Human Resources

Read, understood and agreed:___________________________________  Date:  __________