Exhibit
10.4

    


                                      November
3, 2009

    


    
      Mr. Aaron
L. Fisher

    

    
      33
Nadworny Lane

    

    
      Stonybrook,
NY 11790

    

    


    
      Re:  Letter
Agreement

    

    


    Dear
Aaron:

    


    On August
30, 2006, you received an Offer Letter from Standard Microsystems Corporation
(the “Company” or “SMSC”) that has subsequently been amended from time to
time.  SMSC wishes to confirm the terms of your continued employment
as Executive Vice President as follows:

     

    
      
        	 	

                ·

              	Annual
      Base Salary of not less than $315,000, to be increased by $12,000
      effective January 1, 2010.
	 	 	 
	
                 
      

              	
                ·

              	
                Total
      Annual Bonus opportunity of 75% of your then current base salary pursuant
      to the terms and conditions of the Company’s then current management
      incentive plan in which you are eligible to
      participate.  Notwithstanding anything herein to the contrary,
      any annual bonus for a particular fiscal year shall be paid to you as soon
      as reasonably practicable following the end of such fiscal year and in any
      event no later than 21⁄2 months following the end of such fiscal year;
      provided that in the event payment of such bonus to you within such 21⁄2
      month period is impracticable, either administratively or economically, as
      determined by the Company, payment of such bonus will be made as soon as
      practicable thereafter.

              


      

    

    


    
      	
               
      

            	
              ·

            	
              Monthly
      Car Allowance:  $1,000 which shall terminate on December 31,
      2009.

            


    

    


    
      	
               
      

            	
              ·

            	
              Annual Equity Award:  The Company
      shall grant to you 28,000 stock options on an annual basis which will be
      awarded quarterly on the same schedule as such grants are made to the
      Directors of the Company pursuant to the terms and conditions of the plan
      from which such grants are made.  25% of each such stock option
      grant will vest on each of the first four anniversaries of the grant date
      of such stock option provided you continue to remain employed by the
      Company on each of the applicable vesting
      dates.  Notwithstanding anything herein to the contrary, from
      time to time, the Board or the Compensation Committee, in its sole
      discretion may modify the grant to include a partial or total substitution
      of alternative equity based instruments or to increase or decrease the
      number of stock options or alternative equity based instruments
      awarded.

            


    

    


    
      	
               
      

            	
              ·

            	
              Your
      annual salary and annual incentive bonus target may be reviewed and
      increased from time to time.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ·

            	
              Eligibility
      for Company paid Individual Executive Disability Income Insurance (up to
      1/3rd
      of salary), subject to SMSC Board approval, physical exam and obtaining
      underwriting.

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligibility
      to participate in the Company’s Supplemental Executive Retirement Plan, as
      may be amended from time to time.

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligibility
      to participate in the Executive Health Management Program made available
      by the Company.

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligibility
      for the Executive Salary Grade Severance Benefit in accordance with the
      terms and conditions of the Company’s Severance Plan, as may be amended
      from time to time.

            


    

    


    
      	
               
      

            	
              ·

            	
              Vacation
      time to be accrued at the rate of 20 days per
  year.

            


    

    


    
      	
               
      

            	
              ·

            	
              Paid
      holidays will be according to the Company’s holiday schedule for U.S.
      employees.

            


    

    


    
      	
               
      

            	
              ·

            	
              You
      will be eligible to participate in all other benefits programs offered to
      similarly situated employees in New York such as the Company’s 401k
      plan.

            


    

    


    
      	
               
      

            	
              ·

            	
              This
      offer is subject to the approval of the Compensation Committee of the
      Company or a majority of the independent directors of the
      Company.

            


    

    


    In the
event that any payment or benefit required to be paid to you pursuant to this
letter agreement would violate Section 409A, the parties agree notwithstanding
any provisions in this letter agreement to the contrary, to amend this letter
agreement, to the extent necessary and reasonable to maintain the spirit of this
letter agreement without resulting in a violation under 409A.

    


    Your
eligibility to participate in the various compensation and benefits plans
offered by the Company is subject to your compliance with the terms of each
plan, which may be amended or modified by the Company, in its sole discretion,
from time to time in accordance with the terms of the relevant plan
document.

    


    A basic
philosophy of SMSC is that we depend upon our employees to
succeed.  We therefore want our relationship to be one of
long-standing, which offers you the opportunity to effectively use your skills
and successfully service our customers’ needs.  We are confident that
you will perform satisfactorily and follow our policies and
procedures.  Our objective has always been to provide employees with
career opportunities; however, this will be influenced by your performance and
SMSC’s success in the marketplace.  Changes in the economy, our
markets and technology will continue to occur; therefore, notwithstanding the
fact that we are a career employee oriented Company, this offer of employment
should not be construed as a contract or a commitment that your employment will
continue for a specific period of time.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    We look
forward to having you remain with SMSC for what I am confident will be a
mutually beneficial association.  In the meantime, if you have any
questions, please do not hesitate to contact me.   This Letter
Agreement may be executed by each party by facsimile counterpart.

    


    This
Letter Agreement supercedes and terminates any prior offer or other letters or
agreements, oral or written, between you and the Company governing the terms and
conditions of your employment, including your prior letters dated August 30,
2006 and November 5, 2008, except for your Employee Agreement dated September 6,
2006.The terms and conditions of any prior stock option, stock appreciation
right or restricted stock awards previously granted to you shall be subject to
the terms and conditions of this Letter Agreement.

    


    
      	 
      	
              Sincerely,

            
	 
      	 
      
	 
      	
              /s/
      Christine King

            
	 
      	
              President
      and Chief Executive Officer

            


    

    


    Encl.

    


    Agreed
and accepted.

    


    
      
        	
                SIGNATURE:

              	
                /s/ Aaron Fisher

              
	 
      	 
      
	
                DATE:

              	
                11/5/09

              


      

    


    
      
         


      

      
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