Exhibit
10.2




Standard
Microsystems Corporation




Plan
for Deferred Compensation in Common Stock




for
Outside Directors




As
Amended and Restated, effective May 22, 2009




1.
            Purpose




The
purpose of this Plan is to provide for deferred payment of certain portions of
the compensation of Eligible Directors of Standard Microsystems Corporation, at
their election, in accordance with the provisions hereof and to increase the
proprietary interest of the Eligible Directors in the Corporation by tying the
value of such deferred compensation to the performance of the Corporation’s
Common Stock.




2.
            Definitions






As used
herein, the following terms shall have the meanings set forth
below:




“Account” shall mean the
Account established for a Participant pursuant to Section 4.


“Basic Retainer” shall mean,
for each fiscal year of service, the sum of the quarterly cash fees paid in
advance to an Eligible Director for service on the Board of Directors and any
committee thereof on which the Eligible Director serves, excluding any
per-meeting fee or expense reimbursement.




“Beneficiary” shall mean the
person or persons designated by a Participant in accordance with Section 6 to
receive any amount, or any shares of Common Stock, payable under this Plan by
reason of the Participant’s death or incompetence.




“Board of Directors” shall mean
the Board of Directors of the Corporation.




“Change in Control”shall mean
a change in ownership or effective control of the Corporation, determined in
accordance with Section 409A of the Code.




“Code”shall mean the U.S.
Internal Revenue Code of 1986, as amended from time to time.




“Committee” shall mean the
persons appointed by the Board of Directors to administer this Plan in
accordance with Section 8.




“CommonStock” shall mean the shares
of Common Stock of the Corporation.




“Corporation” shall mean
Standard Microsystems Corporation.




“Director” shall mean a member
of the Board of Directors.












“Eligible Director” shall mean
any individual who is a Director and who is not an employee of the Corporation
or any of its subsidiaries.




“Market Value” shall mean, with
respect to one share of Common Stock on any date (or if the Common Stock shall
not have traded on that day, then the next succeeding business day on which the
Common Stock shall have traded), the closing sale price of a share of Common
Stock in the principal market in which the Common Stock trades (or if such price
is not reported, the mean of the closing bid and asked prices).




“Participant” shall mean any
Eligible Director who has made an election, or is deemed to have made an
election, under Section 3 to defer any portion of his or her Basic
Retainer.




“Phantom Share Unit” or “PSU” shall mean a notional
unit of measurement equivalent to one share of Common Stock, with none of the
attendant rights of a holder of such share, including, without limitation, the
right to vote such share or the right to receive dividends thereon, except to
the extent otherwise specifically provided herein.




“Plan” shall mean this Plan for
Deferred Compensation in Common Stock for Outside Directors, as amended from
time to time.




“Second Effective Date” shall mean May 22,
2009.




“Separation from Service” shall
have the meaning ascribed to it in Section 409A of the Code.




3.
            Deferral
      Elections




(a)           Not
later than December 1 of any year, an Eligible Director may make an election to
defer pursuant to this Plan all or any portion of Basic Retainers earned and
payable in subsequent fiscal years.




(b)           Notwithstanding
the foregoing, within the 30-day period immediately following the date on which
he/she becomes an Eligible Director, each Eligible Director may elect to defer
0, 50 or 100% of his/her future Basic Retainers earned and payable in the fiscal
quarter following the fiscal quarter in which the election is made and
thereafter.  Any portion of a Basic Retainer earned prior to the
effectiveness of the Eligible Director’s initial election under this Plan shall
be paid in cash and not deferred, except to the extent he/she is deemed to have
made an election pursuant to Section 3(d).  If an Eligible Director
shall fail or omit to file an election form within the period specified in this
Section 3(b), he/she shall thereby be deemed to have elected that (i) 50% of
his/her Basic Retainer shall be deferred and (ii) paid in a single lump sum
payment upon his/her Separation from Service.




(c)           All
deferral elections shall be made in accordance with the following:




(i)           A
deferral election shall be made in writing, on a form provided by the Committee
for such purpose.




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(ii)           In
the election form, the Eligible Director, shall specify that 0%, 50%, or 100% of
such Eligible Director’s Basic Retainer shall be deferred.




(iii)           In
the election form, the Eligible Director shall specify when he or she will
receive the amounts in his/her General Account (as defined hereafter) and
his/her Dividend Equivalent Subaccount (as defined hereafter).  The
Eligible Director may elect to receive such amounts in a lump sum payment upon
Separation from Service or as a series of substantially equal installment
payments on a fixed schedule over a period of up to ten years following his/her
Separation from Service.




(d)           Each
Eligible Director’s deferral election(s) made pursuant to Section 3(a) or 3(b)
shall remain in effect throughout any period in which such Eligible Director
shall be an Eligible Director; provided that, at any time, a Participant may
make a subsequent election to change the timing of the payment(s) of the amounts
previously accrued in his/her Account and/or amounts to be accrued in his/her
Account within the same fiscal year in which the subsequent deferral election is
made, by submitting such request in writing on a form provided by the Committee
for such purposes.  Any subsequent deferral election shall only apply
(i) to the extent the election is made at least 12 months prior to the date the
first payment under this Plan would otherwise have been made and (ii) to the
extent that the subsequent election provides for an additional deferral of at
least five years for each payment from the date on which such payment otherwise
would have been made pursuant to the election made in accordance with Section
3(c)(iii) above or, for those Directors who were Participants prior to the
Second Effective Date, five years from the date of Separation from Service
(which is the date all amounts in the Account would have otherwise been
made).  In the event that a subsequent deferral election fails to meet
the requirements of (i) and/or (ii) in the preceding sentence, the Participant’s
previous elections shall remain in full force and effect.




4.
            Accounts




For each
Participant, there shall be established on the books and records of the
Corporation, for bookkeeping purposes only, a separate Account to reflect the
Participant’s interest under this Plan.  Records of each Account shall
distinguish between PSUs credited in connection with the Corporation’s issuance
of a dividend on its Common Stock (the “Dividend Equivalent Subaccount”), and
all other PSUs credited to the Account (the “General Account”).  The
Account so established shall be maintained in accordance with the
following:




(a)           On
the fifteenth day of the second month of each fiscal quarter of service as an
Eligible Director, a Participant’s General Account shall be credited with a
number of PSUs (including any fractional PSU rounded to one decimal place) that
shall equal the product obtained by multiplying (i) the percentage elected
pursuant to Section. 3 by
(ii) the quotient obtained by dividing (x) one-quarter of such participant’s
Basic Retainer (prorated, however, for actual period of service during such
fiscal quarter subsequent to the Participants election to defer hereunder), by
(y) the Market Value on the fifteenth day of the second month of such fiscal
quarter.




(b)           A
Participant’s interest in his or her Account shall be fully vested and
nonforfeitable at all times.




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(c)           As
of each date on which the Corporation pays a dividend on its Common Stock, each
Participant’s Dividend Equivalent Subaccount shall be credited with additional
PSUs, the number of which shall be determined by (i) multiplying the number of
PSUs in the Participant’s Account on the record date for such dividend by the
per-share amount of the dividend so paid, and (ii) dividing the amount
determined pursuant to clause (i) by the Market Value of one share of Common
Stock on the dividend payment date.1




(d)           In
the event of any change in the Common Stock occurring by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or any rights offering to purchase such
shares at a price substantially below fair market value, or any similar change
affecting the Common Stock, the number and kind of shares represented by PSUs
shall be appropriately adjusted to reflect such change in such manner as the
Committee, in its sole discretion, may deem appropriate.  The
Committee shall give notice to each Participant of any adjustment made pursuant
to this Section 4(d), and such adjustment shall be effective and binding for all
purposes of this Plan.




5.
            Payment
      of Account Balances




Payment
with respect to a Participant’s Account shall be made in accordance with the
following:




(a)           A
Participant’s Account shall become payable in accordance with the Participant’s
election pursuant to Section 3 above.  Such payment(s) shall be made
to the Participant or the Participant’s Beneficiary, as the case may
be.  On each elected payment date, the Corporation shall make payment
by issuing in the name of such Participant or Beneficiary a number of shares of
Common Stock, rounded down to the nearest whole number,  equal to the
percentage of the total number of PSUs in the General Account and the percentage
of the total number of PSUs in the Dividend Equivalent Sub Account, each as of
the date of payment, as elected by the Participant pursuant to Section 3,
provided that the balance of the Account will be paid in full on the last
elected payment date.  The Corporation shall continue to maintain an
Account on behalf of the Participant and the Participant shall continue to
receive additional PSUs pursuant to Section 4(c) until all amounts in the
Account have been distributed pursuant to the terms of the Plan.




(b)           Notwithstanding
any other provision in this Section 5 to the contrary, the entire balance of
each Participant’s Account shall become immediately due and payable in shares of
Common Stock upon the occurrence of a Change in Control, as hereinafter
defined.  Payment with respect to such balance shall be in a number of
whole shares of Common Stock determined as provided in Section 5(a),
substituting the occurrence of such Change in Control for the date of
termination of a Participant’s service as a Director.   Payment
shall be made as soon as practicable, and in any event within 10 days, after the
occurrence of such Change in Control.




(c)           There
shall be deducted from the amount of any payment otherwise required to be made
under this Plan all federal, state and local taxes required by law to be
withheld with respect to such payment.







1 WS:
Confirm calculation.


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6.
            Designation
      and Change of Beneficiary




Each
Participant shall file with the Committee a written designation of one or more
persons as the Beneficiary who shall be entitled to receive any amount,
including shares of Common Stock, payable under this Plan by reason of the
Participant’s death or incompetency.  A Participant may, from time to
time, revoke or change his or her Beneficiary designation, without the consent
of any previously designated Beneficiary, by filing a new written designation
with the Committee.  The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless delivered to the
Committee prior to the Participant’s death or incompetency, and in no event
shall it be effective as of a date prior to such delivery.  If at the
date of a Participant’s death or incompetency, there is no designation of a
Beneficiary in effect for the Participant pursuant to the provisions of this
Section 6, or if no Beneficiary designated by the Participant in accordance with
the provisions hereof survives to receive any amount payable under this Plan by
reason of the Beneficiary’s death or incompetency, the Participant’s estate
shall be treated as the Participant’s Beneficiary for purposes of this
Plan.




7.
            Rights
      of Participants




A
Participant’s rights and interests under this Plan shall be subject to the
following provisions:




(a)           A
Participant shall have the status of a general unsecured creditor of the
Corporation with respect to his or her right to receive any payment under this
Plan.  This Plan shall constitute a mere promise by the Corporation to
make payments in the future of the benefits provided for herein.  It
is intended that the arrangements reflected in this Plan be treated as unfunded
for tax purposes.




(b)           The
Corporation may, but shall not be required to, establish a trust to assist it in
funding any of its payment obligations under this Plan.  If any such
trust is established, all of the assets of the trust shall, at all times prior
to payment to Participants, remain subject to the claims of the Corporation’s
creditors; and no Participant or Beneficiary shall have any preferred claim on,
or any beneficial ownership interest in, any assets of the trust. Any trust so
established shall also contain such other terms and provisions as will permit
the trust to be treated as a “grantor trust”, of which the Corporation is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Code (or any successor provisions).  If any such
trust is established, the Corporation shall be relieved of its obligation
hereunder to pay any amounts or shares of Common Stock to any Participant or
Beneficiary, to the extent that such amounts or shares are paid to the
Participant or Beneficiary from such trust.




(c)           A
Participant’s right to payments under this Plan shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or his
or her Beneficiary.




8.
            Administration




(a)           This
Plan shall be administered by or under the direction of the Compensation
Committee of the Board of Directors (the “Committee”).




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(b)           All
decisions, actions or interpretations of the Committee under this Plan shall be
final, conclusive and binding upon all parties.




(c)           No
member of the Committee shall be personally liable by reason of any contract or
other instrument executed by such member or on his or her behalf in his or her
capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Corporation shall indemnify and hold harmless each member of
the Committee, and each employee, officer, or director of the Corporation or any
of its subsidiaries to whom any duty or power relating to the administration or
interpretation of this Plan may be delegated, against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Board of Directors) arising out of any act or
omission to act in connection with this Plan unless arising out of such person’s
own fraud or bad faith.




(d)           Any
instrument may be delivered to the Committee by certified mail, return receipt
requested, addressed to the Committee at the principal executive office of the
Corporation.  A copy of any instrument so delivered shall similarly
and simultaneously be mailed to the Secretary of the
Corporation.  Delivery shall be deemed complete on the third business
day after such mailing in New York, New York or Hauppauge, New
York.




(e)           There
are reserved for issuance pursuant to this Plan, 100,000 shares of Common
Stock.




9.
            Amendment
      or Termination




(a)           The
Board of Directors may, with prospective or retroactive effect, amend, suspend
or terminate this Plan or any portion thereof at any time; provided, however,
that no amendment of this Plan shall deprive any Participant of any right to
receive payment due him or her under the terms of this Plan as in effect prior
to such amendment without his or her written consent and provided further that
any such amendment or termination shall comply with the requirements of Section
409A of the Code.




(b)           Any
amendment that the Board of Directors would be permitted to make pursuant to the
preceding paragraph may also be made by the Committee where appropriate to
facilitate the administration of this Plan or to comply with applicable law or
any applicable rules and regulations of governing authorities, provided that the
cost of this Plan to the Corporation is not materially increased by such
amendment.




10.
            Compliance with Section 409A of
      the Code.




(a)           This
Plan is intended to comply and shall be administered in a manner that is
intended to comply with Section 409A of the Code and shall be construed and
interpreted in accordance with such intent.  To the extent that any
deferral hereunder is subject to Section 409A of the Code, it shall be deferred
and paid in a manner that will comply with Section 409A of the Code, including
proposed, temporary or final regulations or any other guidance issued by the
Secretary of the Treasury and the Internal Revenue Service with respect thereto
(the “Guidance”).  Any provision of this Plan that would cause a
deferral or payment to fail to satisfy Section 409A of the Code shall have no
force and effect until amended to comply with Section 409A of the Code (which
amendment may be retroactive to the extent permitted by the
Guidance).




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(b)           It
is intended that each installment, if any, of the payments provided to the
Participant hereunder shall be treated as a separate “payment” for purposes of
Section 409A of the Code.  Notwithstanding anything herein to the
contrary, neither the Corporation nor the Participant shall have the right to
accelerate or defer the delivery of any such payment except to the extent
specifically permitted or required by Section 409A of the Code.




(c)           Notwithstanding
the foregoing or anything herein to the contrary, in no event shall the
Corporation be liable for any taxes or penalties owed as a result of the failure
of the Plan or any deferral or payment made hereunder to comply with Section
409A.




11.
            Successor
      Corporation




The
obligations of the Corporation under this Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation,
or other reorganization of the Corporation, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the
Corporation.  The Corporation agrees that it will make appropriate
provision for the preservation of Participants’ rights under this Plan in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.




12.
            Effective
      Date




This Plan
was adopted March 4, 1997 and initially became effective immediately following
the 1997 annual meeting of the stockholders of the Corporation.  The
Amended and Restated Plan shall be effective as of May 22, 2009.




13.
            Governing
      Law




The
provisions of this Plan shall be governed by and construed in accordance with
the laws of the State of New York.







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