Exhibit 10.1

                               INDEMNITY AGREEMENT

     This Indemnity  Agreement  ("Agreement") is made as of November 21, 2005 by
and between  Standard  Microsystems  Corporation,  a Delaware  corporation  (the
"Company"), and ___________________ ("Indemnitee").

                                    RECITALS

     WHEREAS,  highly  competent  persons  have become more  reluctant  to serve
publicly-held  corporations  as  directors  or officers  or in other  capacities
unless they are provided with adequate  protection through insurance or adequate
indemnification  against  inordinate  risks of claims and actions  against  them
arising out of their service to and activities on behalf of the  corporation and
as a result of the added liabilities imposed by the Sarbanes Oxley Act;

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that,  in order to attract and retain  qualified  individuals,  the Company will
attempt  to  maintain  on an  ongoing  basis,  at its  sole  expense,  liability
insurance  to protect  persons  serving the Company  and its  subsidiaries  from
certain  liabilities.  Although  the  furnishing  of such  insurance  has been a
customary and widespread  practice among United  States-based  corporations  and
other business  enterprises,  the Company  believes  that,  given current market
conditions and trends,  such insurance may be available to it in the future only
at  higher  premiums  and with more  exclusions.  At the same  time,  directors,
officers and other persons in service to  corporations  or business  enterprises
are being  increasingly  subjected to expensive  and  time-consuming  litigation
relating to, among other  things,  matters  that  traditionally  would have been
brought only against the Company or business  enterprise  itself. The By-Laws of
the  Company  (the  "By-Laws")  require  indemnification  of  the  officers  and
directors of the  Company.  Indemnitee  may also be entitled to  indemnification
pursuant to  applicable  provisions  of the  Delaware  General  Corporation  Law
("DGCL").  The By-Laws and the DGCL expressly  provide that the  indemnification
provisions set forth therein are not  exclusive,  and thereby  contemplate  that
contracts  may be entered  into  between the Company and members of the board of
directors, officers and other persons with respect to indemnification;

     WHEREAS,   the   uncertainties   relating   to   such   insurance   and  to
indemnification  have  increased the difficulty of attracting and retaining such
persons;

     WHEREAS,  the  Board  has  determined  that  the  increased  difficulty  in
attracting  and retaining  such persons is  detrimental to the best interests of
the  Company's  stockholders  and that the  Company  should  act to assure  such
persons that there will be increased certainty of such protection in the future;

     WHEREAS,   it  is  reasonable,   prudent  and  necessary  for  the  Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent  permitted by applicable law so that they
will serve or continue to serve the Company  free from undue  concern  that they
will not be so indemnified;

     WHEREAS,  this  Agreement  is a  supplement  to and in  furtherance  of the
By-Laws of the Company and any resolutions  adopted pursuant thereto,  and shall
not be deemed a substitute  therefor,  nor to diminish or abrogate any rights of
Indemnitee thereunder; and

     WHEREAS,  Indemnitee is willing to serve,  continue to serve and to take on
additional  service for or on behalf of the Company on the condition  that he be
so indemnified;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
contained  herein,  the Company and  Indemnitee do hereby  covenant and agree as
follows:

     1.   SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as
an officer, or director or key employee of the Company for so long as Indemnitee
is duly elected or appointed or until Indemnitee  tenders his or her resignation
or is terminated by the Company.

     2.   DEFINITIONS. As used in this Agreement:

          (a)  References  to  "agent"  shall  mean any  person  who is or was a
director,  officer, or employee of the Company or a Subsidiary of the Company or
other person  authorized  by the Company to act for the Company  serving in such
capacity  as a  director,  officer,  employee,  fiduciary  or other  official of
another  corporation,  partnership,  limited liability  company,  joint venture,
trust or other  enterprise  at the  request  of, for the  convenience  of, or to
represent the interests of the Company or a Subsidiary of the Company.

          (b) The terms "Beneficial Owner" and "Beneficial Ownership" shall have
the  meanings  set forth in Rule 13d-3  promulgated  under the  Exchange Act (as
defined below) as in effect on the date hereof.

          (c) A "Change in Control"  shall be deemed to occur upon the  earliest
to occur after the date of this Agreement of any of the following events:

              (i)  Acquisition  of Stock by Third Party.  Any Person (as defined
below) is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company  representing twenty percent (20%) or more of the combined voting
power of the Company's then outstanding securities entitled to vote generally in
the  election of  directors,  unless (1) the change in the  relative  Beneficial
Ownership  of the  Company's  securities  by any Person  results  solely  from a
reduction in the aggregate number of outstanding  shares of securities  entitled
to vote  generally in the election of  directors,  or (2) such  acquisition  was
approved in advance by the  Continuing  Directors  (as  defined  below) and such
acquisition  would not  constitute a Change in Control  under part (iii) of this
definition;

              (ii) Change in Board of Directors. Individuals who, as of the date
hereof,  constitute the Board,  and any new director whose election by the Board
or nomination for election by the Company's  stockholders was approved by a vote
of at least a majority of the directors  then still in office who were directors
on the date hereof or whose  election for nomination for election was previously
so approved (collectively,  the "Continuing Directors"), cease for any reason to
constitute at least a majority of the members of the Board;

              (iii)   Corporate   Transactions.   The   effective   date   of  a
reorganization,   merger  or   consolidation   of  the   Company  (a   "Business
Combination"),  in each case, unless,  following such Business Combination:  (1)
all or substantially all of the individuals and entities who were the Beneficial
Owners of  securities  entitled to vote  generally  in the election of directors
immediately  prior to such Business  Combination  beneficially  own, directly or
indirectly,  more than 51% of the combined voting power of the then  outstanding
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors  resulting  from  such  Business   Combination   (including,   without
limitation, a corporation which as a result of such transaction owns the Company
or all or  substantially  all of the Company's assets either directly or through
one or more  Subsidiaries)  in  substantially  the  same  proportions  as  their
ownership,  immediately  prior to such Business  Combination,  of the securities
entitled  to  vote  generally  in the  election  of  directors;  (2)  no  Person
(excluding  any  corporation  resulting from such Business  Combination)  is the
Beneficial Owner, directly or indirectly,  of 15% or more of the combined voting
power of the then  outstanding  securities  entitled  to vote  generally  in the
election  of  directors  of such  corporation  except  to the  extent  that such
ownership existed prior to the Business Combination; and (3) at least a majority
of the Board of  Directors  of the  corporation  resulting  from  such  Business
Combination  were  Continuing  Directors  at the  time of the  execution  of the
initial  agreement,  or of the action of the Board of  Directors,  providing for
such Business Combination;

              (iv) Liquidation.  The approval by the stockholders of the Company
of a complete liquidation of the Company or an agreement or series of agreements
for the sale or  disposition by the Company of all or  substantially  all of the
Company's  assets,  other than  factoring the Company's  current  receivables or
escrows due (or, if such approval is not required,  the decision by the Board to
proceed with such a liquidation,  sale, or  disposition in one  transaction or a
series of related transactions); or

              (v) Other  Events.  There  occurs any other event of a nature that
would be required  to be  reported  in response to Item 6(e) of Schedule  l4A of
Regulation  14A (or a response  to any similar  item on any similar  schedule or
form) promulgated under the Exchange Act (as defined below),  whether or not the
Company is then subject to such reporting requirement.

          (d) "Corporate  Status" describes the status of a person who is or was
a director,  officer,  trustee,  general partner,  managing  member,  fiduciary,
employee or agent of the Company or of any other  Enterprise  (as defined below)
which such  person is or was  serving  in such  capacity  at the  request of the
Company.

          (e) "Delaware  Court" shall mean the Court of Chancery of the State of
Delaware.

          (f) "Disinterested  Director" shall mean a director of the Company who
is not and was not a party to the  Proceeding  (as defined  below) in respect of
which indemnification is sought by Indemnitee.

          (g)  "Enterprise"  shall mean the Company  and any other  corporation,
constituent corporation (including any constituent of a constituent) absorbed in
a  consolidation  or merger to which the  Company  (or any of its  wholly  owned
subsidiaries) is a party, limited liability company, partnership, joint venture,
trust,  employee  benefit plan or other enterprise of which Indemnitee is or was
serving at the request of the Company as a director,  officer,  trustee, general
partner, managing member, fiduciary, employee or agent.

          (h) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
amended.

          (i) "Expenses"  shall include  reasonable  attorneys'  fees and costs,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing and binding costs,  telephone  charges,
postage,  delivery  service  fees,  and all other  disbursements  or expenses in
connection  with  prosecuting,  defending,  preparing  to  prosecute  or defend,
investigating, being or preparing to be a witness in, or otherwise participating
in, a  Proceeding  (as defined  below) . Expenses  also shall  include  Expenses
incurred in connection with any appeal resulting from any Proceeding (as defined
below), including without limitation the premium,  security for, and other costs
relating  to any  cost  bond,  supersedeas  bond,  or other  appeal  bond or its
equivalent.  Expenses,  however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee.

          (j)  "Independent  Counsel" shall mean a law firm or a member of a law
firm that is experienced in matters of corporation law and neither presently is,
nor in the past five years has been,  retained to represent:  (i) the Company or
Indemnitee in any matter  material to either such party (other than with respect
to  matters  concerning  the  Indemnitee  under  this  Agreement,  or  of  other
indemnitees under similar indemnification  agreements);  or (ii) any other party
to the Proceeding (as defined below) giving rise to a claim for  indemnification
hereunder.  Notwithstanding the foregoing,  the term "Independent Counsel" shall
not include any person  who,  under the  applicable  standards  of  professional
conduct  then  prevailing,  would have a conflict of  interest  in  representing
either the Company or Indemnitee in an action to determine  Indemnitee's  rights
under this Agreement.

          (k)  References  to "fines"  shall  include any excise tax assessed on
Indemnitee with respect to any employee benefit plan;  references to "serving at
the request of the Company"  shall  include any service as a director,  officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director,  officer,  employee, agent or fiduciary with respect
to  an  employee  benefit  plan,  its  participants  or  beneficiaries;  and  if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best interests of the  participants  and  beneficiaries of an employee
benefit plan,  Indemnitee shall be deemed to have acted in a manner "not opposed
to the best interests of the Company" as referred to in this Agreement.

          (l) The term "Person"  shall have the meaning as set forth in Sections
13(d) and 14(d) of the Exchange  Act as in effect on the date hereof;  provided,
however, that "Person" shall exclude: (i) the Company; (ii) any Subsidiaries (as
defined below) of the Company;  (iii) any employment benefit plan of the Company
or of a  Subsidiary  (as  defined  below) of the  Company or of any  corporation
owned,   directly  or  indirectly,   by  the  stockholders  of  the  Company  in
substantially  the same  proportions as their ownership of stock of the Company;
and (iv) any trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company or of a Subsidiary (as defined below) of the Company
or of a corporation  owned  directly or indirectly  by the  stockholders  of the
Company in substantially the same proportions as their ownership of stock of the
Company.

          (m) A "Potential  Change in Control"  shall be deemed to have occurred
if: (i) the Company enters into an agreement or arrangement, the consummation of
which would result in the occurrence of a Change in Control;  (ii) any Person or
the Company  publicly  announces an intention to take or consider taking actions
which if consummated would constitute a Change in Control;  (iii) any Person who
becomes the  Beneficial  Owner,  directly or  indirectly,  of  securities of the
Company  representing  five percent (5%) or more of the combined voting power of
the Company's  then  outstanding  securities  entitled to vote  generally in the
election of  directors  increases  such  Person's  Beneficial  Ownership of such
securities  by five  percent (5%) or more over the  percentage  so owned by such
Person on the date hereof;  or (iv) the Board adopts a resolution  to the effect
that,  for  purposes  of this  Agreement,  a  Potential  Change in  Control  has
occurred.

          (n) The term  "Proceeding"  shall include any  threatened,  pending or
completed action,  suit,  arbitration,  alternate dispute resolution  mechanism,
investigation,  inquiry,  administrative hearing or any other actual, threatened
or  completed  proceeding,  whether  brought  in the  right  of the  Company  or
otherwise and whether of a civil (including  intentional or  unintentional  tort
claims),  criminal,  administrative or investigative nature, in which Indemnitee
was, is or will be involved as a party or  otherwise  by reason of the fact that
Indemnitee  is or was a director or officer or key employee of the  Company,  by
reason of any  action  (or  failure  to act)  taken by him or of any  action (or
failure  to act) on his part  while  acting  as a  director  or  officer  of the
Company,  or by reason of the fact that he is or was  serving at the  request of
the Company as a director,  officer,  trustee, general partner, managing member,
fiduciary,  employee or agent of any other  Enterprise,  in each case whether or
not serving in such  capacity at the time any  liability  or expense is incurred
for which  indemnification,  reimbursement,  or  advancement  of expenses can be
provided under this Agreement.

          (o) The term "Subsidiary," with respect to any Person,  shall mean any
corporation  or other  entity of which a  majority  of the  voting  power of the
voting equity securities or equity interest is owned, directly or indirectly, by
that Person.

     3.   INDEMNITY IN THIRD-PARTY PROCEEDINGS.  The Company shall indemnify and
hold harmless  Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness or otherwise) in any Proceeding,  other than a Proceeding by or in the
right of the  Company  to  procure a judgment  in its  favor.  Pursuant  to this
Section 3  Indemnitee  shall be  indemnified  against all  Expenses,  judgments,
liabilities, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which  approval shall not be unreasonably
withheld) (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses,  judgments,  fines, penalties
and amounts paid in settlement) actually and reasonably incurred by or on behalf
of Indemnitee in connection with such  Proceeding or any claim,  issue or matter
therein,  if  Indemnitee  acted  in good  faith  and in a manner  he  reasonably
believed to be in or not opposed to the best  interests  of the Company  and, in
the case of a criminal  Proceeding,  had no reasonable cause to believe that his
conduct was unlawful.

     4.   INDEMNITY  IN  PROCEEDINGS BY OR  IN THE  RIGHT  OF  THE COMPANY.  The
Company  shall  indemnify and hold  harmless  Indemnitee in accordance  with the
provisions of this Section 4 if Indemnitee was, is, or is threatened to be made,
a party to or a participant  (as a witness or otherwise) in any Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 4,  Indemnitee  shall be indemnified  against all Expenses  actually and
reasonably  incurred  by or on  behalf of  Indemnitee  in  connection  with such
Proceeding or any claim,  issue or matter therein,  if Indemnitee  acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company.  No  indemnification  for Expenses shall be made under
this Section 4 in respect of any claim,  issue or matter as to which  Indemnitee
shall have been finally adjudged by a court to be liable to the Company,  unless
and only to the extent that any court in which the Proceeding was brought or the
Delaware Court shall determine upon application  that,  despite the adjudication
of liability  but in view of all the  circumstances  of the case,  Indemnitee is
fairly and reasonably entitled to indemnification.

     5.   INDEMNIFICATION FOR  EXPENSES  OF A  PARTY  WHO IS  WHOLLY  OR  PARTLY
SUCCESSFUL.  Notwithstanding  any other  provisions  of this  Agreement,  to the
extent that Indemnitee is a party to (or a participant in) and is successful, on
the merits or otherwise,  in any Proceeding or in defense of any claim, issue or
matter  therein,  in whole or in part,  the  Company  shall  indemnify  and hold
harmless Indemnitee against all Expenses actually and reasonably incurred by him
in  connection  therewith.  If  Indemnitee  is not  wholly  successful  in  such
Proceeding but is successful,  on the merits or otherwise, as to one or more but
less than all claims,  issues or matters in such  Proceeding,  the Company shall
indemnify  and hold  harmless  Indemnitee  against  all  Expenses  actually  and
reasonably incurred by him or on his behalf in connection with each successfully
resolved  claim,  issue or matter.  For  purposes  of this  Section  and without
limitation,  the termination of any claim,  issue or matter in such a Proceeding
by  dismissal,  with or without  prejudice,  shall be deemed to be a  successful
result as to such claim, issue or matter.

     6.   INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Notwithstanding  any other
provision of this Agreement,  to the extent that Indemnitee is, by reason of his
Corporate  Status,  a witness in any  Proceeding  to which  Indemnitee  is not a
party, he shall be indemnified and held harmless  against all Expenses  actually
and reasonably incurred by or on behalf of Indemnitee in connection therewith.

     7.   ADDITIONAL INDEMNIFICATION. Notwithstanding any limitation in Sections
3, 4, or 5, the  Company  shall  indemnify  and  hold  harmless,  to the  extent
permitted by law, against all Expenses,  judgments, fines, penalties and amounts
paid in settlement  (including all interest,  assessments and other charges paid
or payable in connection with or in respect of such Expenses,  judgments, fines,
penalties and amounts paid in settlement)  actually and  reasonably  incurred by
Indemnitee if, by reason of Indemnitee's Corporate Status, Indemnitee is a party
to or threatened to be made a party to any Proceeding (including a Proceeding by
or in the right of the  Company to procure a judgment  in its  favor).  The only
limitation  that shall  exist upon the  Company's  obligations  pursuant to this
Agreement  shall be that the Company  shall not be obligated to make any payment
to Indemnitee that is finally  determined (under the procedures,  and subject to
the presumptions, set forth in Sections 12, 13 and 14) to be unlawful.

     8.   CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

          (a) To the fullest extent  permissible  under  applicable  law, if the
indemnification  and hold  harmless  rights  provided for in this  Agreement are
unavailable  to  Indemnitee  in any  Proceeding  in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding),  the Company,
in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first
instance,  the entire  amount  incurred by  Indemnitee,  whether for  judgments,
liabilities,  fines, penalties,  amounts paid or to be paid in settlement and/or
for Expenses,  in connection with any Proceeding without requiring Indemnitee to
contribute to such payment,  and the Company hereby waives and  relinquishes any
right of contribution it may have at any time against Indemnitee.

          (b) The Company shall not enter into any  settlement of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in
such Proceeding) unless such settlement provides for a full and final release of
all claims asserted against Indemnitee.

          (c) The Company  hereby  agrees fully to indemnify  and hold  harmless
Indemnitee  from any claims for  contribution  which may be brought by officers,
directors or employees of the Company other than  Indemnitee  who may be jointly
liable with Indemnitee.

     9.   EXCLUSIONS.  Notwithstanding  any  provision  in this  Agreement,  the
Company  shall not be obligated  under this  Agreement to make any  indemnity in
connection with any claim made against Indemnitee:

          (a) for which  payment has actually  been  received by or on behalf of
Indemnitee under any insurance policy or other indemnity provision,  except with
respect to any excess beyond the amount  actually  received  under any insurance
policy, contract, agreement, other indemnity provision or otherwise;

          (b) for an  accounting  of profits made from the purchase and sale (or
sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Exchange Act or similar  provisions  of state  statutory
law or common law; or

          (c) except as otherwise  provided in Sections  l4(e) - (f) hereof,  in
connection  with any  Proceeding  (or any part of any  Proceeding)  initiated by
Indemnitee,  including any Proceeding (or any part of any Proceeding)  initiated
by Indemnitee against the Company or its directors, officers, employees or other
indemnitees,  unless (i) the Board authorized the Proceeding (or any part of any
Proceeding)   prior  to  its  initiation  or  (ii)  the  Company   provides  the
indemnification,  in its sole  discretion,  pursuant to the powers vested in the
Company under applicable law.

     10.  ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

          (a)  Notwithstanding  any provision of this Agreement to the contrary,
and to the fullest extent permitted by applicable law, the Company shall advance
the Expenses incurred by Indemnitee (or reasonably  expected by Indemnitee to be
incurred by Indemnitee  within three months) in connection  with any  Proceeding
within  ten (10)  days  after the  receipt  by the  Company  of a  statement  or
statements requesting such advances from time to time, whether prior to or after
final  disposition of any  Proceeding.  Advances shall be unsecured and interest
free. Advances shall be made without regard to Indemnitee's ability to repay the
Expenses  and  without   regard  to   Indemnitee's   ultimate   entitlement   to
indemnification  under the other  provisions of this  Agreement.  Advances shall
include  any and all  reasonable  Expenses  incurred  pursuing a  Proceeding  to
enforce this right of advancement,  including  Expenses  incurred  preparing and
forwarding  statements  to the  Company to support  the  advances  claimed.  The
Indemnitee  shall  qualify for  advances,  to the fullest  extent  permitted  by
applicable  law,  solely upon the  execution  and  delivery to the Company of an
undertaking providing that the Indemnitee undertakes to repay the advance to the
extent that it is ultimately  determined  that  Indemnitee is not entitled to be
indemnified by the Company under the provisions of this Agreement,  the By-Laws,
applicable  law or  otherwise.  This Section  10(a) shall not apply to any claim
made by Indemnitee for which indemnity is excluded pursuant to Section 9.

          (b) The Company will be entitled to  participate  in the Proceeding at
its own expense.

          (c) The Company shall not settle any action,  claim or Proceeding  (in
whole or in part) which would impose any  Expense,  judgment,  fine,  penalty or
limitation on the Indemnitee  without the  Indemnitee's  prior written  consent,
which consent shall not be unreasonably withheld.

     11.  PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

          (a) Indemnitee  agrees to notify  promptly the Company in writing upon
being  served  with any  summons,  citation,  subpoena,  complaint,  indictment,
information or other document  relating to any Proceeding or matter which may be
subject to  indemnification  or advancement of Expenses covered  hereunder.  The
failure of  Indemnitee to so notify the Company shall not relieve the Company of
any obligation  which it may have to the  Indemnitee  under this  Agreement,  or
otherwise.

          (b)  Indemnitee  may deliver to the Company a written  application  to
indemnify and hold harmless  Indemnitee in accordance with this Agreement.  Such
application(s)  may be  delivered  from  time to time  and at  such  time(s)  as
Indemnitee  deems  appropriate in his or her sole  discretion.  Following such a
written  application  for   indemnification  by  Indemnitee,   the  Indemnitee's
entitlement to indemnification shall be determined according to Section 12(a) of
this Agreement.

     12.  PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

          (a) A  determination,  if required by applicable  law, with respect to
Indemnitee's  entitlement to indemnification  shall be made in the specific case
by one of the following  methods,  which shall be at the election of Indemnitee:
(i) by a majority vote of the Disinterested  Directors,  even though less than a
quorum of the Board or (ii) by Independent  Counsel in a written  opinion to the
Board,  a copy of which shall be delivered to Indemnitee.  The Company  promptly
will  advise  Indemnitee  in  writing  with  respect to any  determination  that
Indemnitee is or is not entitled to indemnification,  including a description of
any  reason or basis  for which  indemnification  has been  denied.  If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such  determination.  Indemnitee  shall
reasonably   cooperate   with  the  person,   persons  or  entity   making  such
determination  with  respect to  Indemnitee's  entitlement  to  indemnification,
including  providing to such person,  persons or entity upon reasonable  advance
request any  documentation  or information  which is not privileged or otherwise
protected from  disclosure  and which is reasonably  available to Indemnitee and
reasonably  necessary to such  determination.  Any costs or Expenses  (including
attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with
the person,  persons or entity making such  determination  shall be borne by the
Company  (irrespective of the  determination  as to Indemnitee's  entitlement to
indemnification)   and  the  Company  hereby  indemnifies  and  agrees  to  hold
Indemnitee harmless therefrom.

          (b) In the event the  determination of entitlement to  indemnification
is to be made by  Independent  Counsel  pursuant to Section  12(a)  hereof,  the
Independent  Counsel  shall be selected as provided in this Section  12(b).  The
Independent  Counsel shall be selected by Indemnitee  (unless  Indemnitee  shall
request that such  selection be made by the Board),  and  Indemnitee  shall give
written  notice to the Company  advising it of the  identity of the  Independent
Counsel so selected  and  certifying  that the  Independent  Counsel so selected
meets the requirements of "Independent  Counsel" as defined in Section 2 of this
Agreement.  If the  Independent  Counsel is selected  by the Board,  the Company
shall give  written  notice to  Indemnitee  advising  him of the identity of the
Independent  Counsel so selected and certifying that the Independent  Counsel so
selected meets the requirements of "Independent Counsel" as defined in Section 2
of this Agreement.  In either event,  Indemnitee or the Company, as the case may
be, may,  within ten (10) days after such written notice of selection shall have
been received,  deliver to the Company or to  Indemnitee,  as the case may be, a
written objection to such selection;  provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not
meet the  requirements of "Independent  Counsel" as defined in Section 2 of this
Agreement,  and the  objection  shall set forth with  particularity  the factual
basis of such  assertion.  Absent a proper and timely  objection,  the person so
selected shall act as Independent  Counsel. If such written objection is so made
and  substantiated,  the  Independent  Counsel  so  selected  may not  serve  as
Independent  Counsel  unless and until such objection is withdrawn or a court of
competent  jurisdiction has determined that such objection is without merit. If,
within twenty (20) days after  submission by Indemnitee of a written request for
indemnification  pursuant to Section 11(a) hereof, no Independent  Counsel shall
have been  selected and not objected to,  either the Company or  Indemnitee  may
petition the Delaware  Court for  resolution of any  objection  which shall have
been made by the Company or Indemnitee to the other's  selection of  Independent
Counsel and/or for the  appointment as Independent  Counsel of a person selected
by the Delaware Court, and the person with respect to whom all objections are so
resolved  or the person so  appointed  shall act as  Independent  Counsel  under
Section 12(a) hereof. Upon the delivery of its opinion pursuant to Section 12(a)
or, if earlier,  the due commencement of any judicial  proceeding or arbitration
pursuant  to  Section  14(a) of this  Agreement,  Independent  Counsel  shall be
discharged and relieved of any further  responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

          (c) The  Company  agrees to pay the  reasonable  fees and  expenses of
Independent  Counsel and to fully  indemnify and hold harmless such  Independent
Counsel  against any and all Expenses,  claims,  liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.

     13.  PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

          (a)  In  making  a  determination   with  respect  to  entitlement  to
indemnification   hereunder,   the  person,   persons  or  entity   making  such
determination shall presume that Indemnitee is entitled to indemnification under
this  Agreement if  Indemnitee  has submitted a request for  indemnification  in
accordance with Section 11(b) of this Agreement,  and the Company shall have the
burden of proof to overcome that  presumption  in connection  with the making by
any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company  (including by its  directors or  Independent
Counsel) to have made a  determination  prior to the  commencement of any action
pursuant to this Agreement that  indemnification  is proper in the circumstances
because  Indemnitee  has met the applicable  standard of conduct,  nor an actual
determination by the Company (including by its directors or Independent Counsel)
that  Indemnitee  has not met such  applicable  standard of conduct,  shall be a
defense to the action or create a presumption  that  Indemnitee  has not met the
applicable standard of conduct.

          (b) If the  person,  persons or entity  empowered  or  selected  under
Section 12 of this  Agreement to  determine  whether  Indemnitee  is entitled to
indemnification  shall not have made a  determination  within  thirty  (30) days
after   receipt  by  the  Company  of  the  request   therefor,   the  requisite
determination  of  entitlement to  indemnification  shall be deemed to have been
made and  Indemnitee  shall be  entitled to such  indemnification,  absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary  to  make  Indemnitee's  statement  not  materially   misleading,   in
connection  with  the  request  for  indemnification,  or (ii) a final  judicial
determination that any or all such indemnification is expressly prohibited under
applicable law; provided, however, that such 30-day period may be extended for a
reasonable  time, not to exceed an additional  fifteen (15) days, if the person,
persons or entity  making the  determination  with  respect  to  entitlement  to
indemnification in good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto.

          (c) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment,  order,  settlement or conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not (except as otherwise expressly provided
in this  Agreement)  of  itself  adversely  affect  the right of  Indemnitee  to
indemnification  or create a  presumption  that  Indemnitee  did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best  interests of the Company or, with respect to any criminal  Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

          (d) For purposes of any determination of good faith,  Indemnitee shall
be deemed to have  acted in good  faith if  Indemnitee's  action is based on the
records or books of account of the Enterprise,  including financial  statements,
or on  information  supplied to Indemnitee by the officers of the  Enterprise in
the course of their duties, or on the advice of legal counsel for the Enterprise
or on  information  or records  given or reports  made to the  Enterprise  by an
independent  certified  public  accountant  or by an  appraiser  or other expert
selected by the  Enterprise.  The  provisions of this Section 13(d) shall not be
deemed to be exclusive or to limit in any way the other  circumstances  in which
the  Indemnitee  may be deemed or found to have met the  applicable  standard of
conduct set forth in this Agreement.

          (e) The  knowledge  and/or  actions,  or failure to act,  of any other
director,  officer,  trustee,  partner,  managing  member,  fiduciary,  agent or
employee of the  Enterprise  shall not be imputed to Indemnitee  for purposes of
determining the right to indemnification under this Agreement.

     14.  REMEDIES OF INDEMNITEE.

          (a) In the event that (i) a determination  is made pursuant to Section
12 of this Agreement that  Indemnitee is not entitled to  indemnification  under
this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by
applicable  law,  is not timely made  pursuant to Section 10 of this  Agreement,
(iii) no  determination of entitlement to  indemnification  shall have been made
pursuant  to  Section  12(a) of this  Agreement  within  thirty  (30) days after
receipt by the  Company of the  request  for  indemnification,  (iv)  payment of
indemnification  is not made pursuant to Section 5, 6, 7 or the last sentence of
Section  12(a) of this  Agreement  within  ten (10) days  after  receipt  by the
Company of a written request therefor, (v) a contribution payment is not made in
a timely  manner  pursuant to Section 8 of this  Agreement,  or (vi)  payment of
indemnification  pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication by the Delaware
Court  to  such  indemnification,   contribution  or  advancement  of  Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Except as set forth herein, the provisions
of Delaware  law  (without  regard to its conflict of laws rules) shall apply to
any such arbitration.  The Company shall not oppose  Indemnitee's  right to seek
any such adjudication or award in arbitration.

          (b) In the event that a determination shall have been made pursuant to
Section   12(a)  of  this   Agreement   that   Indemnitee  is  not  entitled  to
indemnification,  any judicial  proceeding or arbitration  commenced pursuant to
this  Section 14 shall be  conducted  in all  respects  as a de novo  trial,  or
arbitration,  on the merits and Indemnitee  shall not be prejudiced by reason of
that adverse determination.  In any judicial proceeding or arbitration commenced
pursuant  to this  Section  14,  Indemnitee  shall be presumed to be entitled to
indemnification  under this  Agreement  and the Company shall have the burden of
proving  Indemnitee  is  not  entitled  to  indemnification  or  advancement  of
Expenses, as the case may be, and the Company may not refer to or introduce into
evidence any  determination  pursuant to Section 12(a) of this Agreement adverse
to Indemnitee for any purpose. If Indemnitee  commences a judicial proceeding or
arbitration  pursuant to this  Section 14,  Indemnitee  shall not be required to
reimburse  the  Company  for any  advances  pursuant to Section 10 until a final
determination   is  made   with   respect   to   Indemnitee's   entitlement   to
indemnification  (as to which  all  rights  of appeal  have  been  exhausted  or
lapsed).

          (c) If a determination  shall have been made pursuant to Section 12(a)
of this Agreement that  Indemnitee is entitled to  indemnification,  the Company
shall be bound by such  determination in any judicial  proceeding or arbitration
commenced  pursuant to this Section 14, absent (i) a misstatement  by Indemnitee
of a  material  fact,  or an  omission  of a  material  fact  necessary  to make
Indemnitee's statement not materially misleading, in connection with the request
for  indemnification,  or  (ii) a  prohibition  of  such  indemnification  under
applicable law.

          (d) The Company  shall be  precluded  from  asserting  in any judicial
proceeding  or  arbitration  commenced  pursuant  to this  Section  14 that  the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

          (e) The Company shall  indemnify  and hold harmless  Indemnitee to the
fullest  extent  permitted  by law against all  Expenses  and, if  requested  by
Indemnitee,  shall  (within  ten (10) days after the  Company's  receipt of such
written  request)  advance to  Indemnitee,  to the fullest  extent  permitted by
applicable  law,  such  Expenses  which are incurred by Indemnitee in connection
with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce
his rights  under,  or to recover  damages for breach of, this  Agreement or any
other indemnification, advancement or contribution agreement or provision of the
Company's  By-Laws now or hereafter in effect;  or (ii) for recovery or advances
under  any  insurance  policy  maintained  by any  person  for  the  benefit  of
Indemnitee,  regardless  of whether  Indemnitee  ultimately  is determined to be
entitled to such indemnification,  advance,  contribution or insurance recovery,
as the case may be.

          (f) Interest  shall be paid by the Company to  Indemnitee at the legal
rate under Delaware law for amounts which the Company  indemnifies or is obliged
to  indemnify  for the  period  commencing  with the  date on  which  Indemnitee
requests  indemnification,  contribution,  reimbursement  or  advancement of any
Expenses and ending with the date on which such payment is made to Indemnitee by
the Company.

     15.  ESTABLISHMENT OF TRUST. In the event of a Potential Change in Control,
the Company shall, upon written request by Indemnitee,  create a "Trust" for the
benefit of Indemnitee  and from time to time upon written  request of Indemnitee
shall fund such Trust in an amount  sufficient  to satisfy any and all  Expenses
reasonably  anticipated  at the time of each  such  request  to be  incurred  in
connection with investigating,  preparing for, participating in or defending any
Proceedings,  and any and all  judgments,  fines,  penalties and amounts paid in
settlement  (including  all  interest,  assessments  and other  charges  paid or
payable in connection with or in respect of such judgments,  fines penalties and
amounts paid in settlement) in connection with any and all Proceedings from time
to time actually paid or claimed, reasonably anticipated or proposed to be paid.
The  trustee of the Trust (the  "Trustee")  shall be a bank or trust  company or
other individual or entity chosen by the Indemnitee and reasonably acceptable to
the Company.  Nothing in this Section 15 shall relieve the Company of any of its
obligations  under this Agreement.  The amount or amounts to be deposited in the
Trust pursuant to the foregoing funding obligation shall be determined by mutual
agreement  of the  Indemnitee  and  the  Company  or,  if the  Company  and  the
Indemnitee  are  unable  to reach  such an  agreement,  by  Independent  Counsel
selected in accordance  with Section 12(b) of this  Agreement.  The terms of the
Trust shall provide that, except upon the consent of both the Indemnitee and the
Company,  upon a Change in  Control:  (a) the Trust  shall not be revoked or the
principal  thereof invaded,  without the written consent of the Indemnitee;  (b)
the Trustee shall advance,  to the fullest extent  permitted by applicable  law,
within  two (2)  business  days of a  request  by the  Indemnitee  and  upon the
execution  and  delivery to the  Company of an  undertaking  providing  that the
Indemnitee  undertakes  to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company, any
and all Expenses to the Indemnitee; (c) the Trust shall continue to be funded by
the Company in accordance with the funding  obligations set forth above; (d) the
Trustee  shall  promptly  pay  to the  Indemnitee  all  amounts  for  which  the
Indemnitee  shall be entitled to  indemnification  pursuant to this Agreement or
otherwise;  and (e) all  unexpended  funds in such  Trust  shall  revert  to the
Company  upon  mutual  agreement  by the  Indemnitee  and the Company or, if the
Indemnitee and the Company are unable to reach such an agreement, by Independent
Counsel  selected in accordance with Section 12(b) of this  Agreement,  that the
Indemnitee has been fully  indemnified  under the terms of this  Agreement.  The
Trust shall be governed by Delaware law (without regard to its conflicts of laws
rules) and the  Trustee  shall  consent  to the  exclusive  jurisdiction  of the
Delaware Court in accordance with Section 23 of this Agreement.

     16.  SECURITY.  Notwithstanding  anything  herein to the  contrary,  to the
extent requested by the Indemnitee and approved by the Board, the Company may at
any  time and from  time to time  provide  security  to the  Indemnitee  for the
Company's  obligations  hereunder  through an  irrevocable  bank line of credit,
funded  trust or other  collateral.  Any such  security,  once  provided  to the
Indemnitee,  may not be revoked or released without the prior written consent of
the Indemnitee.

     17.  NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

          (a) The  rights  of  indemnification  and to  receive  advancement  of
Expenses as  provided by this  Agreement  shall not be deemed  exclusive  of any
other rights to which  Indemnitee may at any time be entitled  under  applicable
law,  the  Company's  By-Laws,  any  agreement,  a  vote  of  stockholders  or a
resolution of directors,  or  otherwise.  No amendment,  alteration or repeal of
this  Agreement or of any provision  hereof shall limit or restrict any right of
Indemnitee  under this  Agreement  in respect of any action  taken or omitted by
such Indemnitee in his Corporate  Status prior to such amendment,  alteration or
repeal.  To the extent that a change in  applicable  law,  whether by statute or
judicial  decision,  permits greater  indemnification or advancement of Expenses
than would be afforded  currently under the Company's By-Laws or this Agreement,
it is the intent of the  parties  hereto  that  Indemnitee  shall  enjoy by this
Agreement  the greater  benefits so afforded by such change.  No right or remedy
herein  conferred is intended to be exclusive of any other right or remedy,  and
every other right and remedy shall be cumulative  and in addition to every other
right and remedy  given  hereunder  or now or  hereafter  existing  at law or in
equity or otherwise;  provided,  however,  that to the extent the  provisions of
this Agreement are  inconsistent  with the Company's  By-Laws and this Agreement
provides  Indemnitee  with a greater  benefit,  the provisions of this Agreement
shall apply.  The assertion or employment of any right or remedy  hereunder,  or
otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.

          (b) The DGCL and the Company's  By-Laws permit the Company to purchase
and maintain  insurance or furnish similar protection or make other arrangements
including,  but not limited to,  providing  a trust fund,  letter of credit,  or
surety bond ("Indemnification Arrangements") on behalf of Indemnitee against any
liability  asserted  against  him or  incurred by or on behalf of him or in such
capacity as a director,  officer,  employee or agent of the Company,  or arising
out of his status as such,  whether or not the  Company  would have the power to
indemnify him against such  liability  under the provisions of this Agreement or
under the DGCL, as it may then be in effect.  The purchase,  establishment,  and
maintenance of any such  Indemnification  Arrangement shall not in any way limit
or affect the rights and  obligations of the Company or of the Indemnitee  under
this  Agreement  except as expressly  provided  herein,  and the  execution  and
delivery of this  Agreement by the Company and the  Indemnitee  shall not in any
way limit or affect the rights and obligations of the Company or the other party
or parties thereto under any such Indemnification Arrangement.

          (c) To the extent that the Company  maintains an  insurance  policy or
policies  providing  liability  insurance  for  directors,  officers,  trustees,
partners, managing members, fiduciaries,  employees, or agents of the Company or
of any other  Enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or
their  terms  to the  maximum  extent  of the  coverage  available  for any such
director,  officer, trustee,  partner,  managing member, fiduciary,  employee or
agent under such policy or policies. If, at the time the Company receives notice
from  any  source  of a  Proceeding  as to  which  Indemnitee  is a  party  or a
participant  (as a witness or  otherwise),  the Company has director and officer
liability  insurance  in effect,  the Company  shall give prompt  notice of such
Proceeding to the insurers in accordance  with the  procedures  set forth in the
respective  policies.  The  Company  shall  thereafter  take  all  necessary  or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts  payable as a result of such  Proceeding in accordance with the terms of
such policies.

          (d) In the event of any  payment  under this  Agreement,  the  Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of  Indemnitee,  who shall  execute all papers  required  and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

          (e)  The  Company's   obligation  to  indemnify  or  advance  Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director,  officer, trustee,  partner,  managing member, fiduciary,  employee or
agent of any other  Enterprise  shall be reduced by any  amount  Indemnitee  has
actually  received as  indemnification  or  advancement  of  expenses  from such
Enterprise.

     18.  DURATION OF AGREEMENT.  All agreements and  obligations of the Company
contained  herein  shall  continue  during  the  period  Indemnitee  serves as a
director or officer of the Company or as a director,  officer, trustee, partner,
managing  member,  fiduciary,  employee  or  agent  of  any  other  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other Enterprise
which  Indemnitee  serves at the  request  of the  Company  and  shall  continue
thereafter  so long as  Indemnitee  shall be subject to any possible  Proceeding
(including  any  rights  of  appeal  thereto  and any  Proceeding  commenced  by
Indemnitee  pursuant to Section 14 of this Agreement) by reason of his Corporate
Status,  whether  or not he is  acting  in any  such  capacity  at the  time any
liability or expense is incurred for which indemnification can be provided under
this Agreement.

     19.  SEVERABILITY.  If any provision or  provisions of this Agreement shall
be held to be invalid,  illegal or unenforceable for any reason whatsoever:  (a)
the validity,  legality and  enforceability of the remaining  provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement  containing any such provision held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall  not  in any  way  be  affected  or  impaired  thereby  and  shall  remain
enforceable  to the fullest  extent  permitted  by law;  (b) such  provision  or
provisions  shall be deemed  reformed  to the  extent  necessary  to  conform to
applicable  law and to give the  maximum  effect to the  intent  of the  parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including,  without  limitation,  each  portion of any  Section,  paragraph  or
sentence of this  Agreement  containing  any such  provision held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.

     20.  ENFORCEMENT AND BINDING EFFECT.

          (a) The Company expressly confirms and agrees that it has entered into
this  Agreement  and  assumed the  obligations  imposed on it hereby in order to
induce  Indemnitee  to serve as a  director,  or officer or key  employee of the
Company,  and the Company  acknowledges  that  Indemnitee  is relying  upon this
Agreement in serving as a director, or officer or key employee of the Company.

          (b) Without limiting any of the rights of Indemnitee under the By-Laws
as they may be amended from time to time, this Agreement  constitutes the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and  supersedes  all prior  agreements  and  understandings,  oral,  written and
implied, between the parties hereto with respect to the subject matter hereof.

          (c) The  indemnification  and  advancement of expenses  provided by or
granted  pursuant to this Agreement  shall be binding upon and be enforceable by
the parties hereto and their  respective  successors and assigns  (including any
direct or indirect successor by purchase, merger,  consolidation or otherwise to
all or  substantially  all of the  business  or  assets of the  Company),  shall
continue as to an Indemnitee who has ceased to be a director,  officer, employee
or agent of the Company or of any other Enterprise at the Company's request, and
shall inure to the benefit of Indemnitee and his or her spouse,  assigns, heirs,
devisees, executors and administrators and other legal representatives.

          (d) The Company shall require and cause any successor  (whether direct
or  indirect  by  purchase,  merger,  consolidation  or  otherwise)  to  all  or
substantially all of the business or assets of the Company, by written agreement
in form and substance  satisfactory to the  Indemnitee,  expressly to assume and
agree to perform  this  Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.

          (e) The Company and Indemnitee agree herein that a monetary remedy for
breach of this Agreement,  at some later date, may be inadequate,  impracticable
and difficult of proof,  and further agree that such breach may cause Indemnitee
irreparable  harm.  Accordingly,  the parties  hereto agree that  Indemnitee may
enforce this Agreement by seeking injunctive relief and/or specific  performance
hereof,  without any necessity of showing actual damage or irreparable  harm and
that by seeking injunctive relief and/or specific performance,  Indemnitee shall
not be precluded  from seeking or obtaining  any other relief to which he may be
entitled.  The Company and  Indemnitee  further agree that  Indemnitee  shall be
entitled to such specific performance and injunctive relief, including temporary
restraining orders,  preliminary injunctions and permanent injunctions,  without
the necessity of posting bonds or other undertaking in connection therewith. The
Company  acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by the Court,  and the Company  hereby waives any such
requirement of such a bond or undertaking.

     21.  MODIFICATION  AND  WAIVER.  Except as provided  in Section  17(a),  no
supplement,  modification or amendment of this Agreement shall be binding unless
executed in writing by the parties hereto. No waiver of any of the provisions of
this  Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
provisions  of this  Agreement  nor shall any  waiver  constitute  a  continuing
waiver.

     22.  NOTICES. All notices, requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
(i) if delivered by hand and  receipted  for by the party to whom said notice or
other  communication  shall have been  directed,  or (ii) mailed by certified or
registered mail with postage  prepaid,  or (iii) sent by a courier service (paid
by  sender)  on the third  (3rd)  business  day after the date on which it is so
mailed:

          (a) If to Indemnitee,  at the address  indicated on the signature page
of this Agreement,  or such other address as Indemnitee shall provide in writing
to the Company.

          (b) If to the Company, to:

                           Standard Microsystems Corporation
                           80 Arkay Drive
                           Hauppauge, New York 11788

                           Attention:       General Counsel

or to any other  address as may have been  furnished to Indemnitee in writing by
the Company.

     23.  APPLICABLE  LAW AND CONSENT TO  JURISDICTION.  This  Agreement and the
legal  relations  among the parties  shall be  governed  by, and  construed  and
enforced in accordance  with, the laws of the State of Delaware,  without regard
to its conflict of laws rules. Except with respect to any arbitration  commenced
by  Indemnitee  pursuant  to Section  14(a) of this  Agreement,  the Company and
Indemnitee hereby irrevocably and unconditionally:  (a) agree that any action or
proceeding  arising out of or in connection with this Agreement shall be brought
only in the  Delaware  Court and not in any other state or federal  court in the
United  States of  America  or any court in any other  country;  (b)  consent to
submit to the exclusive  jurisdiction  of the Delaware Court for purposes of any
action or proceeding  arising out of or in connection with this  Agreement;  (c)
waive any  objection to the laying of venue of any such action or  proceeding in
the Delaware Court;  and (d) waive, and agree not to plead or to make, any claim
that any such  action  or  proceeding  brought  in the  Delaware  Court has been
brought in an  improper  or  inconvenient  forum,  or is subject (in whole or in
part) to a jury trial.

     24.  IDENTICAL  COUNTERPARTS. This Agreement may be executed in one or more
counterparts,  each of which shall for all  purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

     25.  MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate.  The headings of the paragraphs
of this Agreement are inserted for  convenience  only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.

     IN WITNESS WHEREOF,  the parties have caused this Agreement to be signed as
of the day and year first above written.

STANDARD MICROSYSTEMS CORPORATION          INDEMNITEE

By:  /s/                                   By:  /s/
_________________________________          _______________________________
By:                                        Name:
                                           Address: