exv10w1



 






Exhibit 10.1*



On November 8, 2007 the Board of Directors of the Registrant adopted the resolutions set forth
below:



RESOLVED, that the relevant section of each stock option, restricted stock and stock appreciation
rights 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) The
Board may at anytime shall make such provision as it shall consider appropriate for the adjustment of
the number and class of shares covered by each option, the exercise price and the number of shares
as to which such 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 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.




1994 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 the adjustment of
the number and class of shares covered by each option, the exercise price and the number of shares
as to which such 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 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.




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 the
adjustment of the number and class of shares covered by each option, the exercise price
and the number of shares as to which such 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 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.





          1998 Stock Option Plan for Officers and Key Employees



     12. Adjustments upon Changes in Capitalization




*   Indicates
a 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 of
the number and class of shares covered by each option, the exercise price and the number of shares
as to which such 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 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.




     1999 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 the adjustment of
the number and class of shares covered by each option, the exercise price and the number of shares
as to which such 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 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.




     2000 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 the adjustment of
the number and class of shares covered by each option, the exercise price and the number of shares
as to which such 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 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.




     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 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.





     2003 Stock Option and Restricted Stock Plan



     12. Adjustments upon Changes in Capitalization



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     (a) The
Board shall 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.



2005 Inducement Stock Option and Restricted Stock Plan of Standard Microsystems Corporation




          12. Adjustments upon Changes in Capitalization




     (a) The
Board shall 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.



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