exhibit_10-1.htm


    
      Exhibit
10.1

      
        
          
             

            MICREL,
INC.

            2180 Fortune
Drive                                                                                                                                   TEL (408)
944-0800

            San
Jose, CA 95131
USA                                                                                                                                FAX (408)
955-1672

          

        

      

       

      December
10, 2008

       

      Ray
Wallin

      15288
Peach Hill Rd.

      Saratoga,
CA 95070

      


      


      Dear
Ray:

      


      We
believe that Micrel is a special place to work.  We strive to recruit
only the highest quality people.  It is in this context that we are
pleased to invite you to become a member of the Micrel team.  I am
pleased to confirm my offer to you for the position of Vice President of
Finance, Chief Financial Officer, reporting to me.  As Vice President
of Finance & CFO, your regular bi-weekly salary will be $9,423.08, which is
approximately $245,000.00 per year. You will also be eligible to participate in
the Executive Bonus Plan.  The current annual target set for the
Executive Bonus Plan is $100,000.  Actual payments under the Plan are
based on the Company’s financial performance as measured by earnings per share
and individual performance metrics, evaluated on an annual basis.

      


      You will
also receive a sign-on bonus of $35,000.00.  In accordance with a
Sign-on Bonus Agreement that we will ask you sign, you will be required to
reimburse Micrel for the full amount of the bonus if you leave the Company
voluntarily within two years of your date of hire (see attached
Agreement).

      


      Also, we
are pleased to offer you an option to purchase 200,000 shares of Micrel Common
Stock, as approved by the Board of Directors, in accordance with the Company’s
2003 Incentive Award Plan,.  The option grant date and the vesting
commencement date will be your first day of employment and the stock options
will vest at 20% per year, beginning on the first anniversary of the grant
date.  The exercise price for the stock option grant will be the
closing price of Micrel’s Common Stock (MCRL) on your first day of
employment.

      


      We will
also enter into a severance agreement with you that includes a change of control
provision specifying that you will receive a severance payment equal to one
year’s base salary if the following three events occur: 1) Micrel is acquired by
another company;  2) CEO Ray Zinn has left the Company prior to the
acquisition; and 3) as a result of the acquisition, you are no longer the
Company’s Chief Financial Officer (other than for good cause.)

      


      As a
regular full-time employee, you are eligible for the standard benefits package
at a nominal monthly cost.  This coverage includes major medical,
dental, vision, life insurance, and long term disability and will become
effective on the first of the month following your hire
date.  Dependent coverage may also be elected for an additional
monthly fee.  You will also be eligible for our 401(k) Plan and
Employee Stock Purchase Plan (ESPP) in accordance with the terms and conditions
of these programs.  Also, if you elect to join us, you will begin to
accrue vacation on your date of hire at the rate specified in Micrel’s Employee
Handbook.  Vacation may be used
in accordance with the policies set forth in the Handbook.  The
complete benefit package will be explained in further detail at your new-hire
orientation.

       

      Our
progress and growth are the result of each employee's
contribution.  As responsibility increases, typically so do the
rewards.  Formal performance reviews are generally conducted annually.  Salary
increases will be considered based upon merit and performance, as well as market
conditions and the financial performance of the Company.  The first
three (3) calendar months of employment is considered an introductory
period.  An informal evaluation may be conducted for a new employee after
this introductory period.


      
        
          
             


          

          
            
              

               

            

          

          
            Ray
Wallin                                                           Page
Two                   December 10,
2008

          

        

      

       

      
As
required by law, upon your first day of employment, you will be asked to provide
proof of your eligibility to work legally in the United States and to sign such
other documents as are customarily executed at the time of starting employment
with Micrel.

      


      Micrel is
committed to providing a safe, healthy, and productive working
environment.  Therefore, this offer is contingent upon the completion
of a background screen, which includes prior employment, educational and
criminal history, and passing a drug test to be taken after Micrel’s receipt of
a written offer acceptance.  To take the drug test, bring the attached
form to Alliance Occupational Medicine.  You must have your drug test
completed, and test results received by Micrel, before your start
date.  Moreover, in order to address rising health care costs, and out
of concern for Micrel’s current employees, this offer is contingent also on your
voluntarily discontinuing the use of tobacco products, i.e. smoking, if you use
such products.  You will be provided assistance to identify and
participate in a smoking cessation program, if necessary.  If you have
any questions, contact Irma Luna, HR Staffing Coordinator, at (408)
474-1067.

      


      Ray, we
realize that this is an important decision for you.  We sincerely
believe that this offer provides you with an excellent
opportunity.  We are confident that Micrel will provide the challenge
and growth potential you seek. This offer of employment will be open until the
close of business on Monday, December 15, 2008.  We are looking
forward to an affirmative response.  To accept this offer, please sign
and date a copy of this letter and return it to me.  A second copy of
this offer is enclosed for your personal records.  As we discussed
with you previously, should you accept this offer, we expect you to commence
employment no later than January 12, 2009.

      


      For all
new employees, New Hire Orientation will be on Monday beginning at 8:30 a.m. to
1:00 p.m. at 1931 Fortune Drive, San Jose, CA.

      


      If you
have any questions or need additional information, please do not hesitate to
call me at (408) 435-3401.  We are excited at the prospect of having
you join us at Micrel, and we look forward to working with you.

      


      


      Sincerely,

      


      /s/Ray Zinn
Ray
Zinn

      President,
CEO

      


      


      
        Acceptance

      

      


      I am
pleased to accept this offer.  I will report to work on Monday,
January 12, 2009.

      


      


      
        Signature:    /s/ Clyde R. Wallin    Date:12/13/08.

                   Ray
Wallin