-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GeICpGd5/tPrL4Z0LM45Tnp/wixtw6Ho4jw0kCs3fUnJKewqN55sqgfDhzuEszcv Dp/cvFL7W/sNJwXewVqE4w== 0001181431-06-014069.txt : 20060224 0001181431-06-014069.hdr.sgml : 20060224 20060224130518 ACCESSION NUMBER: 0001181431-06-014069 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060222 FILED AS OF DATE: 20060224 DATE AS OF CHANGE: 20060224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MASSENGILL MATTHEW E CENTRAL INDEX KEY: 0001232826 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08866 FILM NUMBER: 06641927 MAIL ADDRESS: STREET 1: C/O WESTERN DIGITAL CORP STREET 2: 20511 LAKE FOREST DRIVE CITY: LAKE FOREST STATE: CA ZIP: 92630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSEMI CORP CENTRAL INDEX KEY: 0000310568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952110371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 2381 MORSE AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-221-7100 MAIL ADDRESS: STREET 1: 2381 MORSE AVENUE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 3 1 rrd109064.xml FORM 3 X0202 3 2006-02-22 0 0000310568 MICROSEMI CORP MSCC 0001232826 MASSENGILL MATTHEW E 2381 MORSE AVENUE IRVINE CA 92614 1 0 0 0 Non-Qualified Stock Option Grant (Right to Buy). 30.68 2006-02-22 2016-02-22 Common Stock 40000 D This Non-Qualified Stock Option was granted pursuant to Microsemi Corporation's 1987 Stock Planm which satisfies the requirements of Rule 16b-3. The option becomes exercisable immediately. Debbie Weber, Attorney-in-Fact for Matthew E. Massengill 2006-02-24 EX-24. 2 rrd94910_106809.htm POWER OF ATTORNEY rrd94910_106809.html
EXHIBIT 24
				POWER OF ATTORNEY

Know all by these presents, that Matthew E. Massengill hereby constitutes and
appoints James J. Peterson, David R. Sonksen, Ralph Brandi, Debbie Weber and
John M. Holtrust, or any of them acting singly, each with full power of
substitution, Matthew E. Massengill's true and lawful attorney in fact to:

(1)	execute for and on behalf of Matthew E. Massengill, in Matthew E.
Massengill's capacity as an executive officer and/or director of MICROSEMI
CORPORATION (the "Company"):

(i) a Form 3, Initial Statement of Beneficial Ownership of Securities; (ii) a
Form 4, Statement of Changes in Beneficial Ownership of Securities; and (iii) a
Form 5, Annual Statement of Beneficial Ownership of Securities, in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

(2)	do and perform any and all acts for and on behalf of Matthew E.
Massengill which may be necessary or desirable to complete and execute such Form
3, Form 4, and Form 5 report(s) and to timely file such Form(s) with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and

(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney in fact, may be of
benefit to, in the best interest of, or legally required by, Matthew E.
Massengill, it being understood that the documents executed by such attorney in
fact on behalf of Matthew E. Massengill pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney in
fact may approve in such attorney in fact's discretion.

Matthew E. Massengill hereby grants to such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Matthew E. Massengill
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney in fact, or
such attorney in fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted.  Matthew E. Massengill acknowledges that the foregoing attorney in fact,
in serving in such capacity at the request of Matthew E. Massengill, is not
assuming, nor is the Company assuming, any of Matthew E. Massengill's
responsibility to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until revoked by
Matthew E. Massengill in a signed writing delivered to the foregoing attorney in
fact.

IN WITNESS WHEREOF, Matthew E. Massengill has caused this Power of Attorney to be
executed as of this 22nd day of February, 2006.

						/s/ Matthew E. Massengill
						Signature

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