**Exhibit 10.1***On November 8, 2007 the Board of Directors of the Registrant adopted the resolutions set forthbelow:RESOLVED, that the relevant section of each stock option, restricted stock and stock appreciationrights plan listed below is hereby amended as set forth below:**1993 Stock Option Plan for Officers and Key Employees**     **12. Adjustments upon Changes**in **Capitalization**          (a) TheBoard ~~may at anytime~~*shall* make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option, the exercise price and the number of sharesas to which such option shall be exercisable, in the event of changes in the outstanding CommonStock of the Company by reason of any stock dividend, split-up, reorganization, liquidation, andthe like. In the event of any such change in the outstanding Common Stock of the Company, theaggregate number of shares as to which options may be granted under the Plan shall be appropriatelyadjusted by the Board, whose determination shall be conclusive. No adjustment shall be made in therequirements set forth in paragraph 7 with respect to the minimum number of shares that must bepurchased upon any exercise.**1994 Stock Option Plan for Officers and Key Employees**     **12. Adjustments upon Changes in Capitalization**          (a) TheBoard ~~may at anytime~~*shall* make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option, the exercise price and the number of sharesas to which such option shall be exercisable, in the event of changes in the outstanding CommonStock of the Company by reason of any stock dividend, split-up, reorganization, liquidation, andthe like. In the event of any such change in the outstanding Common Stock of the Company, theaggregate number of shares as to which options may be granted under the Plan shall be appropriatelyadjusted by the Board, whose determination shall be conclusive. No adjustment shall be made in therequirements set forth in paragraph 7 with respect to the minimum number of shares that must bepurchased upon any exercise.**1996 Stock Option Plan for Officers and Key Employees**     **12. Adjustments upon Changes in Capitalization** (a) The Board ~~may at anytime~~*shall* make such provision as it shall consider appropriate for theadjustment of the number and class of shares covered by each option, the exercise priceand the number of shares as to which such option shall be exercisable, in the event ofchanges 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 inthe outstanding Common Stock of the Company, the aggregate number of shares as to whichoptions may be granted under the Plan shall be appropriately adjusted by the Board,whose determination shall be conclusive. No adjustment shall be made in therequirements set forth in paragraph 7 with respect to the minimum number of shares thatmust be purchased upon any exercise.          **1998 Stock Option Plan for Officers and Key Employees**     **12. Adjustments upon Changes in Capitalization**
*   Indicatesa management or compensatory plan or arrangement.
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          (a) The Board shall make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option, the exercise price and the number of sharesas to which such option shall be exercisable, in the event of changes in the outstanding CommonStock of the Company by reason of any stock dividend, split-up, reorganization, liquidation, andthe like. In the event of any such change in the outstanding Common Stock of the Company, theaggregate number of shares as to which options may be granted under the Plan shall be appropriatelyadjusted by the Board, whose determination shall be conclusive. No adjustment shall be made in therequirements set forth in paragraph 7 with respect to the minimum number of shares that must bepurchased upon any exercise.     **1999 Stock Option Plan for Officers and Key Employees**     **12. Adjustments upon Changes in Capitalization**          (a) TheBoard ~~may at anytime~~*shall* make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option, the exercise price and the number of sharesas to which such option shall be exercisable, in the event of changes in the outstanding CommonStock of the Company by reason of any stock dividend, split-up, reorganization, liquidation, andthe like. In the event of any such change in the outstanding Common Stock of the Company, theaggregate number of shares as to which options may be granted under the Plan shall be appropriatelyadjusted by the Board, whose determination shall be conclusive. No adjustment shall be made in therequirements set forth in paragraph 7 with respect to the minimum number of shares that must bepurchased upon any exercise.     **2000 Stock Option Plan for Officers and Key Employees**     **12. Adjustments upon Changes in Capitalization**          (a) TheBoard ~~may at anytime~~*shall* make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option, the exercise price and the number of sharesas to which such option shall be exercisable, in the event of changes in the outstanding CommonStock of the Company by reason of any stock dividend, split-up, reorganization, liquidation, andthe like. In the event of any such change in the outstanding Common Stock of the Company, theaggregate number of shares as to which options may be granted under the Plan shall be appropriatelyadjusted by the Board, whose determination shall be conclusive. No adjustment shall be made in therequirements set forth in paragraph 7 with respect to the minimum number of shares that must bepurchased upon any exercise.     **2001 Stock Option and Restricted Stock Plan of Standard Microsystems Corporation**     **12. Adjustments upon Changes in Capitalization**(a) The Board ~~may at anytime~~*shall* make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option or award and the price as to which anoption shall be exercisable, in the event of changes in the outstanding Common Stock of theCompany 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 aggregatenumber of shares as to which options and awards may be granted under the Plan shall beappropriately adjusted by the Board, whose determination shall be conclusive. No adjustmentshall be made in the requirements set forth in paragraph 7 with respect to the minimum numberof shares that must be purchased upon any exercise of an option.     **2003 Stock Option and Restricted Stock Plan**     **12. Adjustments upon Changes in Capitalization**
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     (a) TheBoard *shall* make such provision as it shall consider appropriate for the adjustment ofthe number and class of shares covered by each option or award and the price as to which an optionshall be exercisable, in the event of changes in the outstanding Common Stock of the Company byreason of any stock dividend, split-up, reorganization, liquidation, and the like. In the event ofany such change in the outstanding Common Stock of the Company, the aggregate number of shares asto which options and awards may be granted under the Plan shall be appropriately adjusted by theBoard, whose determination shall be conclusive. No adjustment shall be made in the requirements setforth in paragraph 7 with respect to the minimum number of shares that must be purchased upon anyexercise of an option.**2005 Inducement Stock Option and Restricted Stock Plan of Standard Microsystems Corporation**          12. Adjustments upon Changes in Capitalization     (a) TheBoard *shall* make such provision as it shall considerappropriate for the adjustment of the number and class of shares covered by eachOption or Award and the price as to which an Option shall be exercisable, in theevent of changes in the outstanding Common Stock of the Company by reason of anystock dividend, split-up, reorganization, liquidation, and the like. In theevent of any such change in the outstanding Common Stock of the Company, theaggregate number of shares as to which Options and Awards may be granted underthe Plan shall be appropriately adjusted by the Board, whose determination shallbe conclusive. No adjustment shall be made in the requirements set forth inparagraph 7 with respect to the minimum number of shares that must be purchasedupon any exercise of an Option.
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