STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), is entered into as of May 7, 2009, by and among the sellers listed on Schedule I attached hereto (each, a “ Seller ” and collectively, the “ Sellers ”), and Micrel, Incorporated, a California corporation (the “ Corporation ”) and each of the natural persons listed on Schedule II attached hereto, severally but not jointly (each such natural person a “ Purchaser ” and collectively, the “ Purchasers ” and together with the Corporation, the “ Purchaser Group ,” and individually, a “ member of the   Purchaser Group ”).

WHEREAS, each member of the Purchaser Group wishes to purchase from the Sellers, and the Sellers wish to sell to the Purchaser Group those number of shares of common stock, no par value per share (the “ Shares ”), set forth next to such member of the Purchaser Group’s name on Schedule II attached hereto, of the Corporation, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.1   Sale of Shares .  Upon the terms and conditions hereinafter set forth, the Sellers shall on the date hereof transfer, assign, set over and deliver to the Purchaser Group, and the Purchaser Group shall purchase from the Sellers, all of Sellers’ right, title and interest in and to the Shares.  In connection with the foregoing, the Sellers shall deliver the Shares to the Purchaser Group through the facilities of the Depository Trust Company.  

1.2   Purchase Price .  The purchase price per Share shall be approximately U.S. $6.50, totaling in the aggregate U.S. $20,104,065.06 (the “ Purchase Price ”).  This Purchase Price per share represents a discount to the average trading price of the Corporation’s common stock on the NASDAQ Stock Market over the 30 calendar days immediately preceding the date of this Agreement of approximately 10%.  On the date hereof, the Purchaser Group shall deliver to the Sellers the Purchase Price by wire transfer of immediately available funds in accordance with the wire instructions set forth on Schedule III attached hereto.

Each Seller hereby jointly and severally represents and warrants to, and agrees with, each member of the Purchaser Group, as of the date hereof, as follows:

2.1   Each Seller is duly organized, validly existing and in good standing under the laws of its organization, with all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby.

2.2   The Sellers are not in violation of any provision of their organizational documents that would prevent the execution or delivery of this Agreement by the Sellers or the consummation of the transactions contemplated hereby.

2.3   This Agreement has been duly authorized, executed and delivered by each Seller and constitutes the valid and binding obligation of each Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

2.4   Assuming the accuracy of the representations of the Purchaser Group set forth in Article III, all consents, approvals or authorizations of, or registrations, filings or declarations with, any governmental authority, if any, required in connection with the execution, delivery and performance by the Sellers of this Agreement or the transactions contemplated hereby have been obtained by the Sellers and will be in full force and effect.

2.5   The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and performance of the Sellers obligations under this Agreement will not result in a breach by Seller of, conflict with, or constitute a default by Seller, with or without the passage of time and giving of notice, under any agreement, instrument, judgment, order, writ, prohibition, injunction or decree to which Seller is a party, to which the Seller may be subject or by which Seller may be bound or an event which results in the creation of any lien, charge or encumbrance upon the Shares to be sold by such Seller or would prevent the execution or delivery of this Agreement by the Sellers or the transfer, conveyance and sale of the Shares pursuant to the terms hereof.

2.6   Each Seller is the sole beneficial, record and legal owner of, and has good, valid and marketable right, title and interest in and to, the Shares set forth next to their name on Schedule I attached hereto, free and clear of any and all liens and encumbrances.

2.7   No broker or finder has acted for the Sellers in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Sellers.

2.8   In connection with the sale of the Shares hereunder, each Seller has not and each of its agents has not (a) engaged in any “general solicitation,” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”), (b) “published” any “advertisement,” as defined in the California Corporate Securities Act of 1968, as amended, and the regulations thereunder, or (c) offered the Shares to any person who is not an “accredited investor,” as defined in the Securities Act, in connection with the offer and sale of the Shares.

2.9   Each Seller has had the opportunity to meet with the officers and directors of the Corporation to learn about the business affairs and financial condition of the Corporation.  Each Seller has received all information that it has reasonably requested from the Corporation regarding the Corporation, the Corporation’s assets, financial condition, results of operations, business and its prospects, and acknowledges that in the future, the Shares may have a value greater than the amount paid for the Shares under this Agreement.  Each Seller further represents and warrants that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of selling the Shares to be sold hereunder by it.  Each Seller understands that Seller may be deemed to be an “affiliate” within the meaning of the Rule 144(a)(1) of the Securities Act and the Shares being sold hereunder are being sold pursuant to an exemption from the registration provisions under the Securities Act.

2.10   Each Seller acknowledges that the Corporation is making no representation or warranty as to the tax consequences to the Sellers in connection with the transactions contemplated by this Agreement.  Each Seller further acknowledges that it has had an opportunity to seek independent counsel and advisors with respect to tax and other matters relating to this Agreement, and such Seller acknowledges and agrees that it shall bear its own tax consequences in connection with the transactions contemplated by this Agreement.  Each Seller is a partnership organized or created in the United States or a subdivision thereof for U.S. federal income tax purposes.