ALLEGRO MICROSYSTEMS, INC.
CLASS A RESTRICTED STOCK AWARD AGREEMENTS
June 18, 2019
This AMENDMENT (this Amendment) to the each of the CLASS A RESTRICTED STOCK AWARD AGREEMENTS (the Agreements) identified on Exhibit A hereto by and among Allegro MicroSystems, Inc. (formerly known as Sanken North America, Inc.), a Delaware corporation (the Company), and each of the undersigned stockholders of the Company (each a Stockholder and collectively, the Stockholders) is made as of June 18, 2019. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in each Agreement.
WHEREAS, each Stockholder is an executive or employee of the Company and/or any of its subsidiaries; and
WHEREAS, each of the undersigned Stockholders entered into one or more individual Agreements with the Company pursuant to which the Company issued to the Stockholder shares of the Companys Class A common stock, par value $0.01 per share, subject to the restrictions and other terms and conditions of the applicable Agreement; and
WHEREAS, each Agreement may only be modified or amended pursuant to a written agreement or instrument signed by the Company and such Stockholder;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, each individual Stockholder hereto and the Company hereby mutually covenant and agree as follows:
1. Amendment. Effective upon the date hereof, each individual Agreement is hereby amended as set forth below in this Section 1 for purposes of reaffirming the understanding of the Company and the Stockholder party thereto with respect to the definition of Change in Control set forth in such individual Agreement:
1.1 The definition of Beneficial Ownership set forth in Section 1 of each individual Agreement is hereby deleted in its entirety; and
1.2 The definition of Change in Control set forth in Section 1 of each individual Agreement is hereby deleted in its entirety and replaced with the following:
Change in Control shall mean:
(i) the acquisition by any Person of more than fifty percent (50%) of the outstanding shares of Class A Common Stock of the Company (the Controlling Interest); provided, however, that for purposes of this definition, the following acquisitions shall not constitute or result in a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by any Person that