Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) At the Registrant's July 8, 2009 annual meeting of stockholders, the stockholders of the Registrant approved the Registrant's 2009 Long Term Incentive Plan ("2009 LTIP"), Exhibit 10.1 hereto, and Selected Officer Management Incentive Plan, Exhibit 10.2 hereto. Descriptions of the foregoing plans are contained in the Registrant's Proxy Statement for its 2009 Annual Meeting of Shareholders. On July 8, 2009 the Registrant's compensation committee also approved the form of option agreement for use in the 2009 LTIP annexed hereto as Exhibit 10.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1* Standard Microsystems Corporation 2009 Long Term Incentive Plan incorporated by reference to Attachment A to the Registrant's Proxy Statement for its 2009 Annual Meeting of Shareholders.

10.2* Standard Microsystems Corporation Selected Officer Management Incentive Plan incorporated by reference to Attachment B to the Registrant's Proxy Statement for its 2009 Annual Meeting of Shareholders.

10.3* Form of stock option agreement for the Standard Microsystems Corporation 2009 Long Term Incentive Plan.

*Indicates a management contract or compensatory plan or arrangement

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