Attached files
| file | filename |
|---|---|
| EX-10.1 - STANDARD MICROSYSTEMS CORP | v165035_ex10-1.htm |
| EX-10.4 - STANDARD MICROSYSTEMS CORP | v165035_ex10-4.htm |
| EX-10.3 - STANDARD MICROSYSTEMS CORP | v165035_ex10-3.htm |
| EX-10.2 - STANDARD MICROSYSTEMS CORP | v165035_ex10-2.htm |
| EX-10.5 - STANDARD MICROSYSTEMS CORP | v165035_ex10-5.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
November
3, 2009
STANDARD
MICROSYSTEMS CORPORATION
(Exact
name of Company as specified in its charter)
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DELAWARE
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0-7422
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11-2234952
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(State
or other jurisdiction of
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(Commission
File
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(I.R.S.
Employer
|
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incorporation)
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Number)
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Identification
No.)
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80 Arkay
Drive, Hauppauge, New York 11788
(Address
of principal executive offices) (Zip Code)
(631)
435-6000
(Company's
telephone number, including area code)
N/A
(Former name, former address
and former fiscal year, if changed since last
report)
Check the appropriate box below if
the Form 8-K filing is intended to
simultaneously satisfy
the filing obligation of the Company under any of the following
provisions:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Compensatory Arrangements
of Certain Officers and Directors.
(c) On
November 3, 2009 the Compensation Committee (the “Committee”) of Standard
Microsystems Corporation (the “Company”) approved the material terms of an
amendment to the Standard Microsystems Corporation Severance Plan (the
“Severance Plan”) and an amendment to the Company’s 2008 Supplemental Executive
Retirement Plan (the “SERP”). The Board of Directors of the Company
also approved the terms of the amendment to the Company’s 2008 Supplemental
Executive Retirement Plan on November 4, 2009. The Committee also
approved on November 3, 2009 the modification of employment letters with all
current named executive officers to standardize the severance benefits they
receive upon termination without cause or upon termination following a change of
control, and made certain changes to the employment agreement of President and
Chief Executive Officer Christine King.
The primary change in the Severance
Plan is to standardize the benefits for officers in the Company’s executive
salary band, excluding the President and Chief Executive
Officer. Pursuant to the amendment, all current named executive
officers other than the President and Chief Executive Officer, i.e. Mr. Kris
Sennesael, Vice President and Chief Financial Officer, Mr. Aaron Fisher,
Executive Vice President and Mr. Walter Siegel, Vice President and General
Counsel (collectively the “Named Executive Officers”), will receive a severance
payment equal to one year’s salary plus target annual bonus upon a termination
without cause or a required relocation. In addition all equity-based
instruments that would have vested within one year following their termination
shall immediately vest. In the event they are terminated without
cause, required to relocate, retire or are disabled or have their compensation
or duties reduced materially within 12 months following a change of control,
then they shall receive the payments set forth above, but all equity-based
instruments shall immediately vest. The amended Severance Plan also provides for
health care coverage equal to the time period in which the officer is entitled
to severance. The severance benefits are capped at one
dollar less than the maximum payout permitted pursuant to section 280G of the
Internal Revenue Code (“280G”). The amended Severance Plan provides
that these benefits may not be reduced without the written consent of the
affected employee. The Committee directed management to
separate the Company’s existing Severance Plan into two plans; one for employees
in the executive salary band which, for the Named Executive Officers, shall be
substantially consistent with the material terms approved by the Committee and
described herein, and one for all other employees. The description of the
severance benefits set forth above shall be qualified by the actual terms of the
Severance Plan governing employees in the executive salary band, which the
Company intends to annex as an exhibit to a subsequent filing under the
Securities Exchange Act of 1934.
All Named Executive Officer letter
agreements were amended to comply with the terms of the Severance Plan set forth
above. In addition the Company cancelled the provision of executive
life insurance to certain Named Executive Officers and agreed to provide an
executive health preventative care benefit to all Named Executive
Officers. The amended letter agreements also provide that to
the extent any Named Executive Officer was previously granted equity
acceleration rights different than contained in the Severance Plan, then the
equity acceleration terms contained in the Severance Plan shall govern all
equity granted in the past. The amended executive officer
agreements also eliminate 280G “gross up” protection for any Named Executive
Officer that was entitled to this benefit. The amended
agreements also provide that monthly car allowances for Named Executive Officers
will be eliminated and made part of base annual salary effective January 1,
2010. Mr. Walter Siegel, Vice President and General Counsel,
was also promoted to Senior Vice President and General Counsel effective January
1, 2010 and received an increase of 5% to his base salary effective January 1,
2010. Ms. King’s employment agreement was amended to provide for
health care coverage equal to the period of her severance, and to correct
certain scribing errors in her original agreement. The amendment to the SERP
closes the SERP to all new participants and freezes the salary used to calculate
benefits for current employees who are participants in the SERP at 105% of their
base annual salary on February 28, 2010. In addition, the amendment
provides for automatic vesting of benefits under the SERP upon a change of
control of the Company for all employees who are employed at the time of the
change of control.
The
descriptions of the SERP and all agreements for Named Executive Officers and Ms.
King are qualified in their entirety by the
full text of these documents, respectively attached hereto
as Exhibits 10.1-10.5
and incorporated herein
by reference.
2
(d) On
November 4, 2009 the Committee and the Board of Directors resolved to replace
the grant of 3500 stock appreciation rights on a quarterly basis to eligible
directors with a quarterly grant of 3500 stock options issued pursuant to the
Standard Microsystems Corporation 2009 Long Term Incentive Plan. The
dates of the quarterly grants remain unchanged.
Item 9.01
- Financial Statements and Exhibits
(d)
Exhibits
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10.1.
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Amendment
No. 1 to the Standard Microsystems Corporation 2008 Supplemental Executive
Retirement Plan*
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10.2
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Employment
Agreement between Christine King and Standard Microsystems Corporation,
amended and restated as of October 1,
2008*
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10.3
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Letter
Agreement between Walter Siegel and Standard Microsystems Corporation,
dated November 3, 2009*
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10.4
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Letter
Agreement between Aaron Fisher and Standard Microsystems Corporation,
dated November 3, 2009*
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10.5
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Amendment
to Letter Agreement between Kris Sennesael and Standard Microsystems
Corporation dated December 8, 2008*
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*Indicates
a management contract or compensatory plan or arrangement
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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STANDARD
MICROSYSTEMS CORPORATION
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||
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(Company)
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Date: November
9, 2009
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By: /s/ Kris Sennesael
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Kris
Sennesael
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Vice
President and Chief Financial Officer
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Exhibit
Index
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Exhibit No.
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Description
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10.1.
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Amendment
No. 1 to the Standard Microsystems Corporation 2008 Supplemental Executive
Retirement Plan*
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10.2
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Employment
Agreement between Christine King and Standard Microsystems Corporation,
amended and restated as of October 1, 2008*
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10.3
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Letter
Agreement between Walter Siegel and Standard Microsystems Corporation,
dated November 3, 2009*
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10.4
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Letter
Agreement between Aaron Fisher and Standard Microsystems Corporation,
dated November 3, 2009*
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10.5
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Amendment
to Letter Agreement between Kris Sennesael and Standard Microsystems
Corporation dated December 8, 2008*
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*Indicates
a management contract or compensatory plan or arrangement
3