Exhibit 10.2

             2005 INDUCEMENT STOCK OPTION AND RESTRICTED STOCK PLAN
                                       OF
                        STANDARD MICROSYSTEMS CORPORATION

                          As Amended September 9, 2005

1.   Purpose of the Plan

     The purpose of this Standard Microsystems Corporation 2005 Inducement Stock
Option And  Restricted  Stock Plan (the  "Plan") is to promote the  interests of
Standard  Microsystems  Corporation,  a Delaware corporation  (together with its
subsidiaries,  "SMSC"  or the  "Company")  and  its  stockholders  by  providing
prospective  employees of SMSC (including  prospective  employees who would join
SMSC in  connection  with any corporate  transaction)  with an  appropriate  and
material incentive to accept employment with SMSC.  Accordingly,  SMSC may, from
time to time,  grant to such  prospective  employees  as may be  selected in the
manner hereinafter  provided,  options  ("Options") to purchase shares of common
stock,  $.10 par value, of Standard  Microsystems  Corporation  ("Common Stock")
and/or awards of restricted Common Stock  ("Awards"),  subject to the conditions
hereinafter provided.

2.   Administration of the Plan

     (a) This Plan  will be  administered  by the  Compensation  Committee  (the
"Committee")  of the  Board of  Directors  (the  "Board").  All  members  of the
Committee shall be both "Non-Employee Directors" within the meaning of paragraph
(b)(3)(i) of Rule 16b-3  promulgated  under the Securities  Exchange Act of 1934
(the  "Exchange  Act") and  "outside  directors"  within the  meaning of Section
162(m) of the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code")  and
Treasury Regulations  promulgated  thereunder.  The Committee shall have and may
exercise all of the powers of the Board under the Plan,  other than the power to
appoint a director to Committee  membership.  A majority of the Committee  shall
constitute a quorum,  and acts of the majority of members present at any meeting
at which a quorum is  present  shall be deemed  the acts of the  Committee.  The
Committee may also act by instrument signed by all members of the Committee.

     (b) The Committee shall have plenary  authority in its discretion,  subject
to and consistent with the express  provisions of the Plan, to direct the grants
of Options or Awards; to determine the numbers of shares of Common Stock covered
by each Option or Award,  the purchase price of the Common Stock covered by each
Option, the individuals to whom and the time or times at which Options or Awards
shall be granted or Options may be exercised;  to  prescribe,  amend and rescind
rules and regulations relating to the Plan, including,  without limitation, such
rules and regulations as it shall deem advisable so that transactions  involving
Options or Awards may qualify for exemption  under such rules and regulations as
the  Securities  and  Exchange  Commission  may  promulgate  from  time  to time
exempting  transactions from Section 16(b) of the Exchange Act; to determine the
terms and provisions of, and to cause the Company to enter into, agreements with
Grantees  (as defined  below) in  connection  with Options or Awards that may be
granted  under  the Plan  ("Agreements"),  which  Agreements  may vary  from one
another,  as the Committee shall deem  appropriate;  to amend any such Agreement
from  time to time,  with the  consent  of the  Grantee;  and to make all  other
determinations   the  Committee   may  deem   necessary  or  advisable  for  the
administration of the Plan.

     (c) Each  Option  or Award  under  this  Plan  shall be deemed to have been
granted when the  determination  of the Committee with respect to such Option or
Award is made or, if so determined by the Committee,  at a specific future date.
Once an Option has been granted,  all conditions and  requirements  of this Plan
with respect to such Option shall be deemed to be  conditions  upon the exercise
of the Option but not upon the grant thereof.

     (d)  Every  action,  decision,   interpretation  or  determination  by  the
Committee or the Board with respect to the application or administration of this
Plan shall be final and binding  upon the  Company  and each  person  holding or
claiming  any right or interest  pursuant to any Option or Award  granted  under
this Plan.

     (e) No member of the  Committee or the Board shall be liable for any action
or  determination  made in good faith with respect to this Plan or any Option or
Award. To the full extent permitted by law, the Company shall indemnify and hold
harmless  each  person  made or  threatened  to be made a party to any  civil or
criminal  action or proceeding  by reason of the fact that such person,  or such
person's testator or intestate, is or was a member of the Committee.

     (f) In the event of a conflict between the terms of this Plan and the terms
of any Agreement,  the terms of this Plan, as determined by the Committee in its
discretion, shall govern.

3.   Stock Subject to this Plan

     (a) The shares of Common  Stock to be issued  upon  exercise  of Options or
constituting  Awards  granted  under this Plan shall be made  available,  at the
discretion  of the Board,  either from the  authorized  but  unissued  shares of
Common Stock or from shares of Common Stock reacquired by the Company, including
shares  purchased in the open market.  The aggregate  number of shares of Common
Stock for which  Options  and Awards  may be  granted  under this Plan shall not
exceed  1,960,000.  Such  aggregate  numbers  shall be subject to  adjustment as
provided in paragraph 12. If any Option  granted under this Plan shall expire or
terminate for any reason without having been exercised in full, or if any Common
Stock  subject to an Award shall be  forfeited,  the  unpurchased  or  forfeited
shares shall (unless this Plan shall have been terminated)  become available for
grant of Options or Awards to other individuals.

     (b) A Grantee to whom an Award has been made shall have,  after delivery to
him of, or after  notification  that there is being  held in custody  for him, a
certificate  or  certificates  for the number of shares of Common Stock awarded,
absolute  ownership of such shares  including  the right to vote the same and to
receive  dividends  thereon,  subject  however,  to the  terms,  conditions  and
restrictions described in this Plan and in any Agreement relating to the Award.

4.   Eligibility of Grantees

     Options  and  Awards  may be  granted  under  this Plan only as a  material
inducement to any individual who has neither been employed by SMSC nor served on
the Board to become an employee of SMSC,  including  individuals  who may become
employees of SMSC in connection with a corporate transaction,  provided, that an
individual who has been employed by SMSC or served on the Board may also receive
inducement grants of Options and/or Awards under this Plan following a bona fide
break in employment  and Board  service,  as determined  under NASD Rule 4350(c)
(each individual receiving an Option or Award, a "Grantee").  Options and Awards
shall not become  effective  unless  and until the  Grantee  actually  commences
employment with SMSC. Eligible  individuals may receive grants of either or both
Options and Awards.

5.   Option Price

     The  purchase  price per share of Common  Stock under each Option  shall be
established by the  Committee,  but shall not be less than the fair market value
(as  hereinafter  defined) of a share of Common Stock on the date such Option is
granted.

6.   Restrictions

     (a) No Option granted under this Plan shall be transferable by the Grantee,
either  voluntarily  or by  operation  of law,  otherwise  than by last will and
testament  or by laws of descent  and  distribution,  and such  Option  shall be
exercised during the lifetime of the Grantee,  only by the Grantee, or by his or
her guardian or legal representative.

     (b) Until the  restrictions  set forth in this  paragraph  6(b) shall lapse
pursuant to paragraph 6(c) or 6(d),  shares of Common Stock awarded to a Grantee
pursuant to an Award:

         (i) shall not be sold, assigned, transferred,  pledged, hypothecated or
otherwise disposed of, and

         (ii) shall, if delivered to or to the order of the Grantee, be returned
to the Company  forthwith,  and all rights of the  Grantee to such shares  shall
immediately  terminate  without any payment of consideration by the Company,  if
the Grantee's continuous  employment with the Company or any of its subsidiaries
shall terminate for any reason,  except as provided in paragraph 6(d); provided,
however, that the Board shall have the right to waive such forfeiture,  in whole
or in  part,  and in  connection  with  such  waiver  to  impose  any  terms  or
restrictions on the continued  ownership of such shares by the Grantee under the
Plan. If the Grantee's  interests in the shares of Common Stock granted pursuant
to an Award shall be terminated  pursuant to this clause (ii), the Grantee shall
forthwith deliver to the Secretary or any Assistant Secretary of the Company the
certificates  for  shares of Common  Stock so  terminated,  accompanied  by such
instrument  of transfer as may be required  by the  Secretary  or any  Assistant
Secretary of the Company.

     (c) Unless the  Committee  shall fix a different  schedule in an  Agreement
relating to an Award,  except as set forth in paragraph  6(d), the  restrictions
set forth in  paragraph  6(b)  hereof  shall  lapse to the  extent of 25% of the
shares covered by the Award on each of the first and second anniversaries of the
date of grant of such Award and as to the remaining 50% on the third anniversary
of the date of grant.

     (d) Any provision of paragraph 6(b) hereof to the contrary notwithstanding,
if a Grantee who has been in the continuous  employment of the Company or of any
subsidiary  since the date on which an Award was granted to him shall,  while in
such employment, die, terminate employment by reason of disability as defined in
this  paragraph  6(d), or attain age 65, and any of such events shall occur more
than one year after the date on which an Award  shall have been  granted to him,
then the  restrictions set forth in paragraph 6(b) hereof shall lapse, as to all
shares of Common Stock  awarded to such Grantee  pursuant to such Award,  on the
date of such event. As used in this paragraph 6(d) the term  "disability"  shall
mean a condition that is within the meaning of Section 22(e)(3) of the Code.

     (e) Each  Grantee  granted  an  Award  shall  agree  that,  subject  to the
provisions of paragraph 6(f):

         (i) no later than the date of the lapse of the  restrictions  mentioned
in paragraph 6(b) hereof and in any Agreement  respecting the Award, the Grantee
will pay to the Company,  or make  arrangements  satisfactory  to the  Committee
regarding payment of, any federal,  state or local withholding taxes of any kind
required by law to be paid by the Company or its  subsidiaries  with  respect to
the shares of Common Stock subject to the Award, and

         (ii) the Company and its subsidiaries shall, to the extent permitted by
law, have the right to deduct from any payment of any kind  otherwise due to the
Grantee  any  federal,  state or local  taxes of any kind  required by law to be
withheld with respect to the shares of Common Stock subject to the Award.

     (f) If a Grantee granted an Award properly files with the Internal  Revenue
Service a written  election  within 30 days of the date of grant,  to include in
gross income for federal  income tax purposes an amount equal to the fair market
value of the shares of Common  Stock  awarded on the date of grant,  the Grantee
shall make arrangements satisfactory to the Committee to pay in the year of such
grant any federal,  state or local  withholding taxes required to be paid by the
Company or its  subsidiaries  with respect to such shares.  If the Grantee shall
fail to make such  payments,  the Company  and its  subsidiaries  shall,  to the
extent  permitted by law,  have the right to deduct from any payment of any kind
otherwise  due to the  Grantee  any  federal,  state or local  taxes of any kind
required by law to be withheld with respect to such shares of Common Stock.

     (g) Certificates  evidencing shares of Common Stock subject to Awards shall
bear an appropriate legend referring to the terms, conditions,  and restrictions
described in the Plan and in any Agreement relating to the Award. Any attempt to
dispose  of any such  shares  of Common  Stock in  contravention  of the  terms,
conditions and restrictions described in the Plan or any related Agreement shall
be ineffective.  The shares acquired, together with stock powers (if required by
the Company) or other instruments of transfer appropriately endorsed in blank by
the Grantee,  shall be held by the Company,  for the use and benefit and subject
to the  rights  of such  Grantee  as  owner  thereof.  After  the  lapse  of all
restrictions  with respect to particular  shares,  the Company shall deliver the
certificates for such shares held by the Company to the Grantee concerned.

7.   Exercise of Option

     (a) Each Option granted under this Plan shall by its terms expire not later
than ten years from the date on which it was granted.

     (b) Unless  the  Committee  shall fix a  different  schedule  at the time a
particular Option is granted, each Option granted under this Plan shall vest and
become exercisable, as to 20% of the Common Stock subject to such Option on each
of the first five  anniversaries  of the Option  grant date,  provided  that the
Grantee  remains  continuously  employed by SMSC through each such vesting date.
Notwithstanding the foregoing,  the Committee may declare any outstanding Option
immediately and fully vested and exercisable (but in no event prior to the first
anniversary of the date of grant).

     (c) A Grantee  electing to exercise an Option shall give written  notice to
the Company of such  election  and of the number of shares he or she has elected
to  purchase;  provided  that no Option  may be  exercised  as to fewer than 100
shares  unless it is then  exercised  as to all of the shares  then  purchasable
thereunder.  Such notice shall be  accompanied  by payment to the Company of the
full purchase price in cash;  provided that, unless otherwise  determined by the
Committee,  the purchase  price may be paid in whole or in part, by surrender or
delivery  to the  Company of Common  Stock of the  Company  having a fair market
value on the date of exercise  equal to the portion of the purchase  price being
so paid. In addition,  a Grantee shall,  upon notification of the amount due and
prior  to  or  concurrently  with  delivery  to  the  Grantee  of a  certificate
representing such shares, pay, in cash, any amount necessary to satisfy federal,
state and local tax requirements.

     (d) No  Grantee  shall  have the rights of a  stockholder  with  respect to
shares  covered by an Option until such Grantee  becomes the holder of record of
such shares.

     (e) Except as provided in paragraph 8 or paragraph 9, no Option  granted to
a Grantee may be exercised,  unless, at the time of exercise,  the Grantee is an
employee of the Company.  Options  granted under the Plan to a Grantee shall not
be affected by any change of duties or position so long as the Grantee continues
to be an employee of the Company.

     (f) Notwithstanding any other provision of this Plan, the Company shall not
be  required  to issue or  deliver  any share of stock upon the  exercise  of an
Option prior to (a) the admission of such share to listing on any stock exchange
or automated  quotation  system on which the Company's  Common Stock may then be
listed and (b) the completion of such  registration  or other  qualification  of
such share under any state or federal  law,  rule or  regulation  as the Company
shall determine to be necessary or advisable.

8.   Termination of Grantee's Relationship to the Company

     (a) In the case of an Option  granted to a Grantee,  if the  Grantee  shall
cease  to be an  employee  of the  Company,  other  than by  reason  of death or
permanent  and total  disability  within the meaning of Section  22(e)(3) of the
Code,  any Option held by such Grantee may be exercised  (to the extent that the
Grantee  was  entitled  to  exercise  such  Option  at the  termination  of such
employment)  at any time within  three months  after such  termination,  but not
later than the  expiration  date of such  Option;  provided,  however,  that any
Option held by a Grantee whose employment shall be terminated by the Company for
cause shall, to the extent not theretofore exercised, forthwith terminate.

     (b)   Notwithstanding   the   provisions  of  paragraph  7  specifying  the
installments in which an Option shall be vested and exercisable,  in the case of
an Option granted to a Grantee,  unless the Committee specifies otherwise at the
time a particular  Option is granted,  upon a Grantee's actual retirement at age
65 or thereafter,  the Option shall be exercisable  (within the time periods set
forth in paragraph 8(a)) as to all shares of Common Stock  remaining  subject to
the Option.

     (c) Any  Agreement  may contain such  provisions as the Board shall approve
with  reference  to the  determination  of the date  employment  terminates  for
purposes of the Plan (which  provisions  may allow periods of  consultancy to be
treated as periods of  employment)  and the effect of leaves of  absence,  which
provisions may vary from one another.

     (d) In the case of an Option or Award granted to a Grantee whose employment
relationship  terminates prior to the applicable  vesting date of such Option or
Award but the Grantee  continues to serve SMSC as a  consultant,  the  Grantee's
consultancy shall be treated as employment for purposes of this Plan.

     (e) Nothing in the Plan or in any  Agreement  shall confer upon any Grantee
any right to  continue  in the employ of the  Company or affect the right of the
Company to terminate such employment relationship at any time for any reason, or
for no reason.

9.   Death or Disability of Grantee

     Notwithstanding  the provisions of paragraph 7 specifying  installments  in
which an Option shall be vested and exercisable,  unless the Committee specifies
otherwise at the time a particular Option is granted,  if a Grantee shall die or
become  permanently and totally  disabled within the meaning of Section 22(e)(3)
of the Code,  while he or she is employed by the Company or within  three months
after the  termination of his or her employment  (other than  termination by the
Company for cause),  such  Option may be  exercised,  as to all shares of Common
Stock  remaining  subject to the Option,  within the later to occur of (a) three
months after the  termination  of the  Grantee's  employment  or (b) thirty days
after the appointment of a legal representative or guardian, but in no case more
than one year after  termination of employment and in no case after the original
expiration date of the Option.

10.  Amendments to the Plan

     The Board may at any time  terminate or from time to time modify,  amend or
suspend this Plan,  including any amendment for the purpose of complying with or
securing  the  benefit  of any  change  in the  Exchange  Act or the Code or any
regulation  adopted under either.  No suspension,  termination,  modification or
amendment of the Plan may,  without the consent of the Grantee to whom an Option
or Award shall  theretofore  have been granted,  materially and adversely affect
the rights of such Grantee under such Option or Award, provided, that SMSC shall
have the right,  in connection  with a corporate  transaction  or otherwise,  to
terminate  any or all Awards under this Plan at any time in exchange for cash or
other  consideration equal to the then-current fair value of any such Award and,
with respect to each share underlying an Option, the excess, if any, of the fair
market value per share over the exercise  price per share,  as determined in the
sole discretion of the Committee,  and no such  termination  shall  constitute a
material and adverse affect on the rights of any Grantee.

11.  Granting of Options and Awards

     (a) The grant of any Option or Award pursuant to the Plan shall be entirely
in the discretion of the  Committee,  and nothing in the Plan shall be construed
to confer on any  Grantee  any right to receive  any  Option or Award  under the
Plan.

     (b) Subject to the terms,  conditions  and  restrictions  of the Plan,  the
Committee shall, in its sole discretion,  select the Grantees to whom Options or
Awards are to be granted  without  limiting the  generality  of Paragraph 2, the
Committee  shall also have power to determine (i) whether  Options or Awards are
to be made,  (ii) the number of shares of Common Stock covered by each Option or
Award,  (iii) the time or times when Options or Awards will be made, and (iv) in
accordance  with  paragraph 6, the  restrictions  applicable to shares of Common
Stock awarded pursuant to Awards.

     (c) The  grant  of an  Option  or Award  pursuant  to the  Plan  shall  not
constitute an agreement or an understanding,  express or implied,  to employ the
Grantee for any specified period.

12.  Adjustments upon Changes in Capitalization

     (a) The  Board may at any time 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.

     (b) In the event (i) of a dissolution, liquidation, merger or consolidation
of the  Company or (ii) of a sale of all or  substantially  all of the assets of
the  Company  or the  sale of  substantially  all of the  assets  or  stock of a
subsidiary of which a Grantee is then an employee,  or (iii) a change in control
(as hereinafter defined) of the Company has occurred or is about to occur, then,
the Board may  determine  that each Option  and/or Award under the Plan, if such
event  shall occur with  respect to the  Company,  or each Option  granted to an
employee of such subsidiary,  shall become  immediately and fully exercisable or
that restrictions on shares subject to any Award shall immediately lapse.

13.  Effectiveness of the Plan and Options and Awards; Termination of the Plan

     This  Plan  shall  be  effective  as of the  date  that it  receives  Board
approval,  which  shall  be the  date  of the  consummation  of the  transaction
described in the Share  Purchase  Agreement by and among  Standard  Microsystems
Corporation and the Shareholders of OASIS SiliconSystems Holding AG, dated as of
March 30, 2005 (the "Effective  Date"). No Option or Award under this Plan shall
become  effective  until it has been  approved by the  Committee.  No Options or
Awards shall be made on or after the tenth  anniversary  of the Effective  Date,
provided,  that any Options or Awards  outstanding  on the Effective  Date shall
continue to be governed by this Plan until they are terminated.

14.  Severability

     In the event that any one or more  provisions of the Plan or any Agreement,
or any action  taken  pursuant to the Plan or such  Agreement,  should,  for any
reason,  be unenforceable or invalid in any respect under the laws of the United
States,  any  state  of  the  United  States  or  any  other  government,   such
unenforceability  or invalidity shall not affect any other provision of the Plan
or of such or any  other  Agreement,  but in such  particular  jurisdiction  and
instance  the Plan and the  affected  Agreement  shall be  construed  as if such
unenforceable or invalid  provision had not been contained  therein or as if the
action in question had not been taken thereunder.

15.  Effect on Prior Option and Award Plans

     The adoption of the 2005 Plan shall have no effect on  outstanding  Options
or Awards granted by the Company under any other plan or agreement.

16.  Notices

     All  notices  and other  communications  hereunder  shall be in writing and
shall be given and shall be deemed  to have  been  duly  given if  delivered  in
person, by cable, telegram,  telex or facsimile transmission,  to the parties as
follows:

     If to the Grantee, to the Grantee's last known address.

     If to the Company:

                  Standard Microsystems Corporation
                  Attention: Secretary
                  80 Arkay Drive
                  Hauppauge, New York 11788

or to such other address as any party may have furnished to the other in writing
in accordance  herewith,  except that notices of change of address shall only be
effective upon receipt.

17.  Governing Law

     This Plan shall be governed by, and  construed  and enforced in  accordance
with,  the laws of the  State of New  York,  without  regard  to the  provisions
governing conflict of laws.

18.  Certain Definitions

     (a)  The  terms   "parent"  and   "subsidiary"   shall  have  the  meanings
respectively,  of "parent corporation" and "subsidiary corporation" as set forth
in Sections 424(e) and (f) of the Code, respectively.

     (b) The term "fair market  value" of a share of Common Stock shall mean, as
of the date on which such fair  market  value is to be  determined,  the closing
price (or the  average of the latest bid and asked  prices) of a share of Common
Stock as reported in The Wall Street  Journal  (or a  publication  or  reporting
service  deemed  equivalent  to The Wall Street  Journal for such purpose by the
Board  or the  Committee)  for  the  over-the-counter  market  or  any  national
securities exchanges and other securities markets which at the time are included
in the stock price quotations of such publication.

     (c) The term  "termination of employment for cause" or words to like effect
shall mean termination by the Company of the employment of the Grantee by reason
of the Grantee's (i) willful  refusal to perform his or her  obligations  to the
Company,  (ii) willful misconduct,  contrary to the interests of the Company, or
(iii)  commission  of a serious  criminal  act,  whether  denominated  a felony,
misdemeanor or otherwise.  In the event of any dispute whether a termination for
cause has occurred,  the Board may by  resolution  resolve such dispute and such
resolution shall be final and conclusive on all parties.

     (d) The term  "Company"  shall include SMSC and any parent or subsidiary of
SMSC.

     (e) The term  "change in  control"  shall mean an event or series of events
that would be required to be  described as a change in control of the Company on
Form 8-K promulgated under the Exchange Act. The determination  whether and when
a change in control has occurred or is about to occur shall be made by vote of a
majority of the  Non-Employee  Directors  who shall have  constituted  the Board
immediately   prior  to  the  occurrence  of  the  event  or  series  of  events
constituting such change in control.

     (f) The term  "corporate  transaction"  shall mean any  corporate  event or
transaction  (including,  but not  limited to, a change in the shares of SMSC or
the  capitalization  of SMSC) such as a merger,  consolidation,  reorganization,
recapitalization,  separation, stock dividend, stock split, reverse stock split,
split  up,  spin-off,  or  other  distribution  of stock  or  property  of SMSC,
combination   or  exchange  of  shares  of  Common  Stock,   dividend  in  kind,
extraordinary cash dividend or other change in capital structure or distribution
(other than normal  cash  dividends)  to  shareholders  of SMSC,  or any similar
corporate event.