Exhibit 10.1
============
May 1, 2006
Mr. William D. Shovers
3921 Indian Road
Toledo, Ohio 43606
Dear Mr. Shovers:
This letter agreement (the "Agreement") sets forth certain terms and
conditions relative to your resigning as Senior Vice President Global Operations
of Standard Microsystems Corporation, including its subsidiaries and affiliated
corporations, ("SMSC" or the "Company").
Effective May 1, 2006 (the "Resignation Date"), you hereby resign as Senior
Vice President Global Operations of the Company and from all other positions,
titles, duties, authorities and responsibilities with, arising out of or
relating to your employment with the Company, including any directorships or any
officer or fiduciary positions in which you were serving at the request of, or
appointment by, the Company. You and the Company have also agreed that your
Employment Agreement with the Company dated April 18, 2005 (the "Employment
Agreement") shall be null and void and all obligations of the parties thereto
shall terminate as of the Resignation Date, except for those continuing
obligations you have to the Company under Sections 7-10 and 12(a) of the
Employment Agreement which are made a part of this Agreement as though set forth
herein. Furthermore, you acknowledge that you are not entitled to receive any
payments from the Company under the Employment Agreement or otherwise in
connection with your resignation, and the Company acknowledges that it is not
entitled to receive any payments from you under the Employment Agreement
(including the repayment of any appointment bonus otherwise provided for under
Section 6 of the Employment Agreement).
In exchange for the Company providing you with the benefits under this
Agreement and the Consulting Agreement of this same date, you hereby waive all
claims against the Company, its subsidiaries and affiliates, and their
respective current and former directors, officers, employees, agents and assigns
and unconditionally and irrevocably release and discharge each of them from
liability for any claims or damages that you have or may have against any of
them up to the moment this Agreement becomes fully executed, regardless of
whether those claims are known or unknown including, but not limited to, any
claims for wages, severance, bonuses or benefits (except as specifically
provided for herein), or any other claims whatsoever arising during or, in whole
or in part, out of your employment relationship with the Company, or violations
of any federal, state or local fair employment statute, executive order,
ordinance, law or regulation, including Title VII of the Civil Rights Act, the
Rehabilitation Act of 1973, the Americans With Disabilities Act, the Age
Discrimination in Employment Act, as amended by the Older Workers' Benefit
Protection Act, the New York State Human Rights Law, or any other potentially
applicable employment or labor law, or any other rule of law or common law
including, but not limited to those concerning possible torts, express or
implied contract, the implied covenant of good faith and fair dealing, public
policy, or other obligations. You also agree not to initiate any administrative
or legal action against the Company to assert such claims. Moreover, to the
extent any such action is brought by you or on your behalf by any third party,
you agree to waive all claims to monetary relief or damages of any kind,
including attorneys' fees and costs. You understand that the fact of this
agreement and/or the agreement to pay or the payment of the consideration
described herein does not constitute an admission by the Company that it has
violated any such law or legal obligation. The foregoing release does not apply
to any rights of indemnification or to directors and officers liability
insurance coverage you may have. Notwithstanding any provision of this Agreement
to the contrary, this release is not intended to interfere with your right to
file a charge with the Equal Employment Opportunity Commission (the "EEOC") in
connection with any claim you believe you may have against the Company or its
affiliates. However, by executing this Agreement, you hereby waive the right to
recover in any proceeding you may bring before the EEOC or any state human
rights commission or in any proceeding brought by the EEOC or any state human
rights commission on your behalf. In addition, this release is not intended to
interfere with your right to challenge that your waiver of any and all potential
claims under the federal Age Discrimination in Employment Act pursuant to this
Agreement is a knowing and voluntary waiver, notwithstanding your specific
representation that you have entered into this Agreement (including this
release) knowingly and voluntarily. You acknowledge that you may take up to
twenty-one (21) days to consider the terms of this Agreement. You also
acknowledge that you were advised by SMSC to discuss the terms of this Agreement
with your attorneys prior to signing this Agreement. You further acknowledge
that you are entering into this Agreement, freely, knowingly, and voluntarily,
with a full understanding of its terms (including that this Agreement
specifically releases and waives all rights and claims you may have under the
Federal Age Discrimination in Employment Act prior to the date on which you sign
this Agreement) and that you will have seven (7) days to revoke this Agreement
after executing the same by notifying the undersigned in writing during this
seven-day period. Except as expressly set forth herein, this Agreement
constitutes the entire agreement between you and the Company regarding the
subject matter hereof. This Agreement may not be changed or altered, except by a
writing signed by you and the Company. This Agreement is entered into in the
State of New York and the laws of the State of New York will apply to any
dispute concerning it, without regard to its conflicts of law provisions. Any
litigation or dispute relating to or arising out of this Agreement shall be
litigated exclusively in the state or federal courts in Suffolk County in the
State of New York and any appellate courts therefrom, and you hereby irrevocably
accept and waive any objections to the personal jurisdiction and venue of the
aforesaid courts, including any right to make a motion to transfer venue or to
dismiss on forum non conveniens grounds. If any clause of this Agreement should
ever be determined to be unenforceable, it is agreed that this will not affect
the enforceability of any other clause or the remainder of this Agreement.
Very truly yours,
/s/ STEVEN J. BILODEAU
------------------------------
Steven J. Bilodeau
President and
Chief Executive Officer
Accepted and agreed:
/s/ WILLIAM D. SHOVERS
- ----------------------
William D. Shovers