Exhibit 10.2
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STANDARD MICROSYSTEMS CORPORATION
CONSULTANT AGREEMENT
THIS Agreement is made as of the 1st day of May, 2006 (hereinafter referred to
as the "Effective Date"), by and between Standard Microsystems Corporation, a
Delaware corporation with its principal place of business located at 80 Arkay
Drive, Hauppauge, New York 11788 (hereinafter referred to as "SMSC"), and
William Shovers, an individual residing at 3921 Indian Road, Toledo, Ohio 43606
(hereinafter referred to as "Consultant").
W I T N E S S E T H
WHEREAS, Consultant desires to provide services to SMSC and SMSC desires to have
certain services provided;
NOW, THEREFORE, SMSC and Consultant (hereinafter referred to as the "Parties")
do hereby mutually agree as follows:
1. SERVICES; TERM OF THIS AGREEMENT:
A. Consultant agrees to provide to SMSC the services described in Exhibit A,
which is attached hereto and made a part hereof, as such services may from time
to time be requested by SMSC. Consultant shall provide only such services if,
as, and when requested in writing by SMSC. The term of this Agreement shall
commence on the Effective Date and shall end on July 31, 2006. However,
notwithstanding the term of this Agreement, SMSC may terminate this Agreement
and Consultant's services immediately at any time for any material breach by
Consultant of any provision of this Agreement. SMSC shall in any event have the
right to terminate this Agreement and Consultant's services at any time upon ten
(10) days notice and without penalty or liability. In addition, SMSC may renew
this Agreement on a month to month basis at any time upon ten (10) days notice.
B. Termination of this Agreement shall automatically occur upon the occurrence
of either of the following events:
(i) Disability of Consultant In the event the Consultant becomes disabled
and is unable to satisfy the terms of this Agreement, the Agreement shall
be terminated and no other payments shall be due and payable hereunder. For
purposes of this Agreement, "disability" shall mean any inability by reason
of mental or physical health, which cannot be accommodated as required
under the Americans with Disability Act, to furnish services of an advisory
or consulting nature if such inability continues for a period of two (2)
months. The determination of any disability hereunder shall be made, in
writing, by a duly licensed physician selected by SMSC.
(ii) Death of Consultant In the event the Consultant dies prior to the
termination of this Agreement, SMSC's obligation to make payments under
this Agreement shall terminate as of the last day of the month following
the month during which any death occurs.
2. COMPENSATION:
A. After receiving requested services of Consultant, SMSC agrees to pay
Consultant at the rate specified in Exhibit A. Payment shall be made by SMSC on
the 15th of the month immediately following the month in which Consultant
performs services so long as Consultant submits monthly invoices or time sheets
within 5 days on the end of the month in which Consultant performs services.
Invoices shall be considered to have been submitted when received by SMSC's
Accounts Payable Department at the following address, or such other address of
which SMSC notifies Consultant:
Standard Microsystems Corporation
Accounts Payable Department
80 Arkay Drive
Hauppauge, New York 11788-8847
Contact: David Smith, Chief Financial Officer
B. In addition, SMSC may agree to reimburse Consultant for travel and other
reasonable and necessary expenses incurred in the connection with the
performance of services under this Agreement, including travel deemed to be
beneficial to SMSC, telephone expenses, postage, and related charges. To be
reimbursable, all such expenses must be approved in writing in advance by SMSC,
and original receipts must be provided when submitting a claim for
reimbursement. SMSC shall not, however, reimburse Consultant for any costs for
stationery or other general business expenses incurred in Consultant's business.
All travel arrangements (i.e., airline, car rental, hotels) must be made through
SMSC or the travel expenses will not be reimbursed. SMSC shall not pay
Consultant for time spent in any other travel unless SMSC first agrees in
writing, on a case-by-case basis, to do so, and then only to the extent that
Consultant actually performs services requested under this Agreement during such
travel. To the extent that Consultant or any of its personnel are performing
services on behalf of SMSC, SMSC may, within its discretion, but shall not be
obligated to, provide Consultant or such personnel with a desk or other
facilities at its premises, or with secretarial services, but they shall not be
obligated to use such facilities or such services.
C. All records necessary to support compensable payments or expenses under this
Agreement shall be maintained by Consultant on a current basis and shall be
retained for one (1) year after completion of services. Upon reasonable notice,
such records shall be made available for review and verification by SMSC.
D. Consultant agrees to provide SMSC with written or oral progress reports at
such times as SMSC shall reasonably request. Consultant shall not be compensated
for the time required for preparing such reports. In order to coordinate the
activities of Consultant with respect to services being performed by other
consultants and SMSC employees, SMSC shall designate a coordinator to monitor
the performance of Consultant's services.
3. INDEPENDENT CONTRACTOR; WAIVER OF BENEFITS:
A. The relationship between Consultant and SMSC shall be, and shall at all times
remain, that of independent contractor and not that of employer and employee,
master and servant, or principal and agent, partners, or joint venturers.
Consultant shall have no authority to act for SMSC as SMSC's agent or to make
any commitments or accept any payments or money on behalf of SMSC. Consultant
agrees to do all things legally required to establish and maintain Consultant's
status as an independent contractor.
B. SMSC shall neither have nor exercise any control or direction over the
specific methods by which the Consultant shall perform services hereunder; the
sole interest and responsibility of SMSC shall be to assure that the services
covered by this Agreement are rendered in a competent, efficient, and
satisfactory manner. Consultant shall not have any claim under this Agreement or
otherwise against SMSC for Workers' Compensation, unemployment compensation,
vacation pay, sick leave, retirement benefits, social security benefits,
disability insurance benefits, unemployment insurance benefits, or any other
employee benefits, all of which shall be the sole responsibility of the
Consultant. SMSC will not withhold on behalf of Consultant any sums for income
taxes, unemployment insurance, social security, or any other withholding
pursuant to any law or requirement of any government agency, and all such
withholdings, if any are required, shall be the sole responsibility of
Consultant. Consultant shall defend, indemnify and hold harmless SMSC, its
subsidiaries, affiliates, and their respective shareholders, directors,
officers, employees, agents and other representatives, from and against any and
all claims, demands, liabilities, damages, actions, losses, costs, penalties,
and expenses (including without limitation reasonable attorneys' fees) that may
arise with respect to any of the foregoing benefits or withholdings, if
Consultant is determined by the Internal Revenue Service, or is otherwise found
or determined, not to be an independent contractor.
C. Section 2.20 of the Standard Microsystems Corporation Incentive Savings and
Retirement Plan (the "Section 401(k) Plan") defines the term "Employee" to
include "leased employees." However, Section 3.2(f) of the Section 401(k) Plan,
which addresses eligibility for benefits, specifically excludes leased
employees, such as independent contractors, from participating in the Section
401(k) Plan. Thus, Consultant, who may be determined to be a "leased employee"
under Section 414(n) of the Internal Revenue Code (the "Code") may not
participate in the Section 401(k) Plan. Nevertheless, in the event that the IRS
ever determines that Consultant is not a "leased employee", but is a common-law
employee of SMSC, Consultant affirmatively elects to waive participation in the
Section 401(k) Plan in accordance with Section 3.5 of the Section 401(k) Plan,
and understands that Consultant is not entitled to any company retirement
benefits under the Section 401(k) Plan.
D. To the extent that Consultant would otherwise qualify as an "Employee" under
the provisions of the Section 401(k) Plan or any medical, dental, vision,
short-term disability, long-term disability, or other welfare plan maintained by
SMSC, Consultant affirmatively elects to waive participation in such plans.
E. As an independent contractor, Consultant is free at all times to arrange the
time and manner of performance of the services and may work with or for any
other individuals and entities; provided, however, that all obligations under
this Agreement are completed in a timely manner, and further provided that no
conflicts of interest or breach of obligations with respect to confidential
information shall occur, as otherwise provided in this Agreement.
4. COMPLIANCE WITH RULES AND LAWS:
A. Consultant agrees to abide by all SMSC rules and regulations relating to the
services provided by Consultant; Consultant's use or possession of, or access
to, any Confidential Information, and any documents, software programs,
drawings, designs, or other property which may be provided by SMSC; and the
presence of Consultant on SMSC premises. Consultant shall avoid any conflict of
interest with SMSC.
B. Consultant shall comply, and do all things necessary for SMSC to comply, with
all governmental and quasi-governmental laws, statutes, ordinances, rules,
regulations and orders applicable to the services provided by Consultant under
this Agreement, including, but not limited to, workers' compensation, safety and
health, wage and hour, discrimination and labor law. In addition, Consultant
specifically agrees that it has complied with and will continue to comply with
the Immigration Reform and Control Act of 1987. Consultant shall in no event
export or provide any technical data, software or other information coming into
Consultant's possession pursuant to this Agreement or created by Consultant
pursuant to this Agreement, or any products derived therefrom, to any country,
person or entity (including without limitation to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or on the U.S. Commerce
Department's Table of Denial Orders) in violation of any United States law or
regulation, including but not limited to the United States Export Administration
Regulations, or permit their use for any purpose prohibited by United States law
or regulation (including, without limitation, nuclear proliferation and chemical
and biological warfare).
C. Consultant shall not, without SMSC's prior written instruction, transmit
outside of the United States of America any technical data, software or other
information coming into Consultant's possession pursuant to this Agreement or
created by Consultant pursuant to this Agreement.
D. Consultant shall not discriminate against any person with respect to hiring,
firing or other terms and conditions of employment because of race, color,
religion, sex, national origin, physical or mental handicap, Vietnam Era or
disabled veteran status.
5. ASSIGNMENT OF INVENTIONS:
A. Subject to Section 5 B, Consultant hereby assigns and agrees to assign to
SMSC all right, title and interest in and to any inventions, formulas,
techniques, processes, ideas, algorithms, discoveries, designs, developments and
improvements which Consultant may, alone or jointly with others, make, reduce to
practice, conceive, invent, discover, design or otherwise acquire during the
term of and arising out of services performed under this Agreement relating to
the actual or anticipated business, products, research or development of SMSC,
regardless of whether patentable (collectively, "Inventions"), and any and all
patents and applications therefor with respect to Inventions.
B. Section 5 A shall not apply to, and Consultant shall not be required to
assign any of Consultant's rights in an invention that Consultant developed
entirely on Consultant's own time without using SMSC's equipment, supplies,
facilities, computer programs, or trade secret(s) and/or other proprietary
and/or Confidential information (as defined below), except for those inventions
that either:
(i) relate directly or indirectly at the time of conception or reduction to
practice of the invention, to SMSC's business, or to the actual or
contemplated products, research or development of SMSC, or
(ii) result from any work performed by Consultant for SMSC.
6. TRADE SECRETS, CONFIDENTIAL AND/OR PROPRIETARY INFORMATION:
A. Consultant shall regard and preserve as confidential: (i) all trade secrets
and/or other proprietary and/or confidential information belonging to SMSC; and
(ii) all trade secrets and/or other proprietary and/or confidential information
belonging to a third party which have been confidentially disclosed to SMSC,
which trade secrets and/or other proprietary and/or confidential information
described in (i) and (ii) above (collectively, "Confidential Information") have
been or may be developed or obtained by or disclosed to Consultant by reason of
Consultant's relationship with SMSC. Consultant shall not, without written
authority from SMSC to do so, use for Consultant's own benefit or purposes, or
the benefit or purpose of any person or entity other than SMSC, nor disclose to
others, either during the term of this Agreement or thereafter, any Confidential
Information. This provision shall not apply to Consultant's general expertise
and know-how that Consultant learned prior to his employment with SMSC, nor to
Confidential Information which has been voluntarily disclosed to the public by
SMSC, or which has entered the public domain through lawful means and other than
through breach of this Agreement or any violation of a duty by Consultant.
Confidential Information shall include, but not be limited to, all nonpublic
information relating to SMSC's (i) business, research, development and marketing
plans, strategies and forecasts; (ii) business; (iii) products (whether
existing, in development, or being contemplated); (iv) customers' identities,
usages, and requirements; (v) reports; (vi) formulas; (vii) specifications;
(viii) designs, software and other technology; (ix) research and development
programs; (x) employees and their skills; and (xi) terms of contracts. No
license under any patent, trademark, copyright, mask work protection right or
any other intellectual property right, is either granted or implied by providing
any Confidential Information to Consultant.
B. Consultant agrees that no confidential and/or proprietary information of any
other person or entity will be utilized by Consultant in the performance of this
Agreement and that the information supplied or utilized by Consultant will not
be under any restriction as to its use, without fee or royalty to Consultant or
any third party, by SMSC or SMSC's, affiliates, customers or licensees.
C. This Section 6 and all of Consultant's obligations hereunder shall survive
any termination or expiration of this Agreement and shall continue to apply
thereafter. Consultant's obligations with respect to any particular item of
Confidential Information shall expire, if ever, only at such time as such
Confidential Information has been voluntarily disclosed to the public by SMSC,
if ever, or has entered the public domain through lawful means and other than
through breach of this Agreement or any violation of a duty by Consultant, if
ever.
7. WORKS OF AUTHORSHIP:
Consultant agrees that any original works of authorship, including, without
limitation, all documents, blueprints, drawings, mask works and computer
programs (including, without limitation, all software, firmware, object code,
source code, documentation, specifications, revisions, supplements, modules, and
upgrades), conceived, created, performed or produced during the term of and
arising out of the performance of services under this Agreement, regardless of
whether copyrightable, and any and all foreign and domestic, registered and
unregistered, copyrights and mask work rights and applications for registrations
therefor related to any such work of authorship, in each case, relating to the
actual or anticipated business, products, research or development of SMSC
(collectively, "Works of Authorship") shall be the exclusive property of SMSC in
and with respect to any and all media and technologies whether now known or
hereafter devised. Consultant warrants that such Works of Authorship have been,
are, and shall be designed, developed, and created solely by Consultant or by
employees of Consultant in the course and scope of their employment with
Consultant subject to the supervision of Consultant. Consultant hereby
irrevocably agrees to assign and hereby irrevocably assigns to SMSC all right,
title, and interest in and to such Works of Authorship, effective as to each of
such Works of Authorship as of the time such respective Work of Authorship is
first fixed in a tangible medium. Consultant waives any and all moral rights
which Consultant has or may acquire with respect to such Works of Authorship,
and agrees not to take any steps to acquire any such rights.
8. DISCLOSURE; FURTHER ASSISTANCE; LICENSE:
A. Consultant shall promptly and fully disclose any and all Inventions and Works
of Authorship to Consultant's coordinator at SMSC or such other official as SMSC
may designate for such purpose. Consultant shall, during the term of this
Agreement and at any time thereafter, upon the request of and at the expense of
SMSC, but at no additional compensation to Consultant: do all acts and things,
including, but not limited to, making and executing documents, applications and
instruments and giving information and testimony, in each case, deemed by SMSC
from time to time, in its sole discretion, to be necessary or appropriate (i) to
vest, secure, defend, protect or evidence the right, title and interest of SMSC
in and to any and all Inventions, Works of Authorship and Confidential
Information owned by SMSC or required by this Agreement to be assigned to SMSC;
and (ii) to obtain for SMSC, in relation to all such, letters patent, design
registrations, copyright registrations and/or mask work registrations, in the
United States and any foreign countries, and/or any reissues, renewals and/or
extensions thereof.
B. To the extent that Consultant has or obtains any right, title or interest in
or to any Works of Authorship or any Inventions which are not the exclusive
property of or required to be assigned to SMSC pursuant to this Agreement but
which are required for the unrestricted use of the results of the services to be
provided under this Agreement, Consultant hereby grants and agrees to grant to
SMSC, and its affiliates, direct and indirect customers and licensees, a
nonexclusive, paid-up, royalty-free, irrevocable, worldwide, perpetual license
to make, have made, use, sell, offer to sell, import, repair, copy, perform,
display, distribute, and create derivative works from all such Works of
Authorship and Inventions insofar as is reasonably necessary for their
unrestricted use of the results of such services.
9. RETURN OF DOCUMENTATION:
All media on which any Inventions, Works of Authorship or Confidential
Information may be recorded or located, including, without limitation,
documents, samples, models, blueprints, photocopies, photographs, drawings,
descriptions, reproductions, cards, tapes, discs and other storage facilities
(collectively, "Documentation") made by Consultant or that come into
Consultant's possession by reason of Consultant's relationship hereunder with
SMSC, are the property of SMSC and shall be delivered to SMSC by Consultant upon
termination of this Agreement. Consultant will not deliver, reproduce, or in any
way allow any Documentation to be delivered to or used by any third party
without the written consent of SMSC in each case.
10. PREVIOUS OBLIGATIONS:
Consultant represents and warrants to SMSC that Consultant has no continuing
obligation with respect to assignment of inventions, developments or
improvements to any previous employer(s) or any other persons or entities, nor
does Consultant claim any existing title in any previous unpatented inventions,
developments or improvements within the scope of this Agreement or which are
related to any of the items or services referred to in Exhibit A of this
Agreement, except as may be set forth on an Exhibit hereto acknowledged on the
face thereof as an Exhibit hereto by an authorized representative of SMSC.
11. CONFLICTS OF INTEREST:
Consultant represents that the provision of services contemplated hereunder to
SMSC shall not constitute a conflict of interest with regard to any other party
and agrees to use best efforts to avoid consulting relationships with other
parties during the term of this Agreement which could create, or appear to
create, a conflict of interest with SMSC or any of its affiliates.
12. INFRINGEMENT; OPEN SOURCE CODE:
A. Consultant warrants and represents that it is aware of no patent, trademark,
copyright, trade secret, or other intellectual property right which the services
to be provided under this Agreement or any items provided by Consultant in
connection with the services would infringe or violate; and that it is aware of
no claims of such infringement or violation. Consultant agrees to indemnify and
hold harmless SMSC, its subsidiaries, affiliates, and their respective
shareholders, directors, officers, employees, agents and other representatives,
from and against any and all claims, demands, liabilities, damages, actions,
losses, costs, and expenses (including without limitation reasonable attorneys'
fees) arising out of any claim that any of the services or items provided by
Consultant to SMSC in connection with the services, infringes or violates a
patent, trademark, copyright, trade secret, or other intellectual property
right. Notwithstanding the foregoing, Consultant shall not be required to
indemnify or hold SMSC harmless from or against any claims or actions based only
on written specifications and instructions provided to Consultant by SMSC.
B. Consultant warrants, represents, and agrees that no software programs,
firmware, or code of any kind provided by Consultant to SMSC in connection with
the services ("Software Deliverables") consist of, use, contain, are derivative
works of, or when used or executed as Consultant or any of Consultant's
personnel contemplate (by virtue of their making use of static or dynamic
linking or otherwise) will or may result in the creation of any derivative works
of, any Open Source Code as defined below. Consultant agrees to indemnify and
hold harmless SMSC, its subsidiaries, affiliates, and their respective
shareholders, directors, officers, employees, agents and other representatives,
from and against any and all claims, demands, liabilities, damages, actions,
losses, costs, and expenses (including without limitation reasonable attorneys'
fees) arising out of the falsity or breach of any of the representations,
warranties, and agreements in this Section 12 B. "Open Source Code" means any
software program or code which, by notice, statement, legend, read-me file,
license agreement, or otherwise, is or is purported to be subject to a condition
or agreement that the program's or code's possession, use, execution, copying,
distribution, or modification by a person or entity requires that:
(i) any source code for the program or code, or any source code for any
associated program or code, be disclosed, made available, or distributed by
such person or entity,
(ii) the program or code, or any associated program or code, be licensed
for the purpose of making modifications or derivative works, or
(iii) any patents or other intellectual property rights of such person or
entity be licensed or not be asserted or enforced.
Open Source Code includes, by way of example and not limitation, any software
programs or code licensed, distributed, or made available under any of the
following licenses or distribution schemes:
GNU General Public License
GNU Lesser GPL (GNU Library GPL) (LGPL)
13. INDEMNIFICATION; WAIVER OF RIGHTS:
A. Consultant agrees to indemnify and hold harmless SMSC, its subsidiaries,
affiliates, and their respective shareholders, directors, officers, employees,
agents and other representatives, from and against any and all claims, demands,
liabilities, damages, actions, losses, costs, and expenses (including without
limitation reasonable attorneys' fees) arising out of bodily injury or property
damage that may arise from Consultant's services or any Deliverables. Consultant
waives all rights against SMSC for damages covered by Consultant's insurance. In
the event that SMSC shall authorize Consultant to use one or more subcontractors
under this Agreement, Consultant shall require similar waivers from all such
subcontractors.
B. Consultant agrees to indemnify and hold harmless SMSC, its subsidiaries,
affiliates, and their respective shareholders, directors, officers, employees,
agents and other representatives, from and against any and all claims, demands,
liabilities, damages, penalties, actions, losses, costs, and expenses (including
without limitation reasonable attorneys' fees) arising out of any breach of any
warranty or representation of Consultant under this Agreement, or out of any
failure of Consultant to comply with any of its obligations under this
Agreement, including without limitation those set forth in Sections 3 A, 3 B,
and 4 B.
14. GOVERNING LAW; JURISDICTION:
This Agreement is made in Suffolk County, New York, and shall be governed by the
laws of the State of New York as applied with respect to contracts entered into
in New York by New York residents to be performed entirely within the State of
New York excluding any law or principle which would apply the law of any other
jurisdiction. The Parties agree that all disputes arising out of this Agreement,
or their commercial or economic relationship arising from or contemplated by
this Agreement, shall be heard in the courts sitting in Suffolk County, New
York, and each submits to the jurisdiction of the state and federal courts
sitting in Suffolk County, New York for purposes of any such action and waives
any right to assert that venue is improper in any of such courts or that any of
such courts is an inconvenient forum.
15. NOTICE:
Any notice to be given under this Agreement must be in writing and sent to the
intended party's address indicated below by using a reputable overnight delivery
service providing a delivery receipt, or by U.S. certified mail, return receipt
requested; or sent by telecopy to the intended party's telecopier number
indicated below. Either party may change its notice address and/or telecopier
number by notice pursuant to the provisions of this Section. Notices shall be
effective upon receipt. Notices shall be presumed received: (a) if sent using a
reputable overnight delivery service providing a delivery receipt, on the date
of delivery, if a business day, or if not a business day, on the first business
day following delivery; (b) if mailed by U.S. certified mail, return receipt
requested, five days after such mailing; or (c) if sent by telecopy on a
business day before 4:00 PM local time of addressee, on transmission confirmed
electronically; or if sent by telecopy at any other time or day, on the first
business day after transmission confirmed electronically. Notwithstanding the
foregoing, SMSC may instead send any notice to be given under this Agreement
intended for Consultant by email to Consultant's email address below, which
emailed notices shall be deemed to be received at the time transmission is
initiated by the individual sending the email, except that, if the time of such
initiation of transmission is other than on a business day before 7:00 PM
Eastern time, the emailed notice shall be deemed to be received on the first
business day after such initiation of transmission.
To SMSC:
SMSC
80 Arkay Drive
Hauppauge, New York 11788
FAX: 631-435-0373
Attention: Andrew Solowey, Vice President of Human Resources
with a copy to:
SMSC
80 Arkay Drive
Hauppauge, New York 11788
FAX: 631-273-5550
Attention: Legal Department
To Consultant: William Shovers
3921 Indian Road
Toledo, Ohio 43606
16. SUCCESSORS AND ASSIGNS:
The provisions of this Agreement shall be binding on Consultant and Consultant's
heirs, personal representatives, successors and permitted assigns and shall
inure to the benefit of SMSC and its successors, assigns, subsidiaries,
affiliated corporations and ventures. Consultant may not assign, delegate,
subcontract, or transfer, by operation of law, merger, or otherwise, any of its
rights or obligations under this Agreement. Any attempted or purported
assignment, delegation, subcontracting, or transfer by Consultant shall be void,
and, at SMSC's election, a material default by Consultant under this Agreement.
17. DIRECT HIRE CLAUSE:
Consultant agrees that for a period of one (1) year after the date of completion
of services under this Agreement, Consultant will not directly or indirectly
solicit for employment any employee of SMSC or any of its affiliates.
Notwithstanding the immediately preceding sentence, in the event that Consultant
nevertheless employs any such person prior to the expiration of such one (1)
year period Consultant shall pay to SMSC, in addition to any other remedies
which SMSC may have at law or equity, an amount equal to twenty percent (20%) of
the annualized total compensation which Consultant commits to pay to such person
for the first year of such employment with Consultant.
18. LIMITATION OF LIABILITY:
IN NO EVENT SHALL SMSC BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT.
19. MISCELLANEOUS PROVISIONS:
The agreements, assignments and representations made by Consultant hereunder and
the obligations of Consultant herein shall survive the expiration and/or
termination of this Agreement, whether by Consultant or SMSC. This Agreement may
be modified only by a written instrument duly executed by an authorized
representative of Consultant and SMSC, respectively. No term or provision of
this Agreement shall be deemed waived and no breach excused unless such waiver
or consent shall be in writing and signed by an authorized representative of the
Party against whom the waiver or such consent would operate. The failure of SMSC
at any time to enforce performance by Consultant of any provision of this
Agreement shall in no way affect SMSC's rights thereafter to enforce the same,
nor shall the waiver by SMSC of any breach of any provision hereof be deemed to
be a waiver by SMSC of any other breach of the same or any other provision
hereof. The provisions of this Agreement shall be enforceable notwithstanding
the existence of any claim or cause of action of Consultant against SMSC,
whether predicated on this Agreement or otherwise. If any section or provision
of this Agreement, or the application of such section or provision, is held
invalid, the remainder of this Agreement and the application of such section or
provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby. The various headings in this Agreement
are inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
20. ENTIRE AGREEMENT:
This Agreement supersedes all prior and/or contemporaneous agreements and/or
understandings made with respect to the same subject matter and constitutes the
entire Agreement between Consultant and SMSC with respect to the subject matter
hereof. No modification to this Agreement shall be enforceable, except when in
writing and signed by the Parties hereto.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement by signing on the date(s) indicated
below, to be effective as of the Effective Date defined above.
STANDARD MICROSYSTEMS CORPORATION William D Shovers
/s/ STEVEN J. BILODEAU /s/ WILLIAM D. SHOVERS
By:__________________________ _________________________
Steven J. Bilodeau
President and
Chief Executive Officer
EXHIBIT A
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1. Include detailed Statement of Work or overall nature of work with
instructions to work as specified from time-to-time by an identified SMSC
coordinator.
To transition his management responsibilities as Senior Vice President Global
Operations to other personnel
Such other projects as may be assigned by the Chief Executive Officer
2. SMSC agrees to pay Consultant at the rate of $37,500 per month, prorated for
partial months. Upon the termination of the Agreement, SMSC in its sole and
absolute discretion by decision of its Compensation Committee or a majority of
the independent directors of the Board of Directors may award Consultant a
one-time cash bonus of up to One Hundred and Twenty Five Thousand Dollars
($125,000.00) based on his performance under this Agreement.