8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2007

MICROSEMI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-8866	95-2110371
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2381 Morse Avenue, Irvine, California	92614
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(949) 221-7100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

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

Executive Officers’ Salaries

On March 29, 2007, the Compensation Committee of Microsemi Corporation (“Company”) approved, effective April 2, 2007, the annualized base salaries of the Company’s Chief Executive Officer and each of the other executive officers of the Company listed below:

Name	Job Title	Salary
James J. Peterson	President and Chief Executive Officer	$	575,000
Ralph Brandi	Executive Vice President, Chief Operating Officer and President – High Reliability	$	388,000
David R. Sonksen	Executive Vice President, Chief Financial Officer and Secretary	$	336,000
Steven G. Litchfield	Executive Vice President and President – Analog Mixed Signal	$	280,000
James H. Gentile	Senior Vice President of Worldwide Sales	$	220,000

Restricted Stock Award to Executive Officer

On March 29, 2007, the Company’s Compensation Committee approved a grant to Ralph Brandi, the Company’s Executive Vice President, Chief Operating Officer and President - High Reliability, under the Microsemi Corporation 1987 Stock Plan, as amended, effective April 2, 2007, of a Restricted Stock Award comprised of 100,000 shares of the Company’s Common Stock, par value $0.20 per share. The Microsemi Corporation 1987 Stock Plan is incorporated herein by reference to Exhibits 10.13, 10.13.1 and 10.13.2. The Restricted Stock Award is comprised of shares of Common Stock that are issued to Mr. Brandi, shall be held in his name and can be voted by Mr. Brandi; but the shares are non-transferrable and are subject to forfeiture in the event of termination of Mr. Brandi’s employment. These restrictions shall lapse fully as to all of the shares on April 2, 2009 if Mr. Brandi’s continuous service to the Company shall not have previously terminated. Also, in the event termination of employment results from Mr. Brandi’s death, these restrictions shall immediately lapse. The Restricted Stock Award is subject to the terms and conditions contained in the Company’s Form of Notice of Restricted Stock Award and Restricted Stock Agreement filed herewith as Exhibit 10.114 and incorporated herein by this reference. On April 2, 2007, the closing sale price of a share of the Common Stock as reported by the Nasdaq Stock Market was $20.99. The preceding price information is given solely for purposes of this Report and is not necessarily reflective of the values per share that shall be used for measuring this Award under Generally Accepted Accounting Principles and the U.S. Internal Revenue Code, respectively.

Adoption of Microsemi 2007 Executive Cash Bonus Plan

On March 29, 2007 the Company’s Compensation Committee approved the Microsemi Corporation Cash Bonus Plan (“General Plan”) and the Microsemi Corporation 2007 Executive Cash Bonus Plan (“Executive Plan”) that are filed herewith as Exhibit 10.97.1 and Exhibit 10.97.2, respectively, and incorporated herein by this reference. The Executive Plan provides for a potential cash award to plan participants. The payment and amounts of bonuses, if or when earned, shall be on and subject to the terms and conditions of both the General Plan and the Executive Plan. The participants in this plan are executive officers of the Company, including the Company’s Chief Executive Officer and each of the other executive officers of the Company listed below along with their respective “Target Bonus” amounts in dollars:

Name	Job Title	Target Bonus
James J. Peterson	President and Chief Executive Officer	$	517,500
Ralph Brandi	Executive Vice President, Chief Operating Officer and President – High Reliability	$	271,600
David R. Sonksen	Executive Vice President, Chief Financial Officer and Secretary	$	168,000
Steven G. Litchfield	Executive Vice President and President – Analog Mixed Signal	$	140,000

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The Exhibit Index immediately following the signature page is incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MICROSEMI CORPORATION
	(Registrant)
Date: April 3, 2007
	/s/ DAVID R. SONKSEN
	David R. Sonksen
	Executive Vice President,
	Chief Financial Officer and
	Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.13	Microsemi Corporation 1987 Stock Plan, as amended (“1987 Plan”) (1)*
10.13.1	Automatic Adjustments of 1987 Plan for February 2004 Stock Split (2)*
10.13.2	Automatic Annual Additions to the 1987 Plan 2005 – 2006*
10.97.1	Microsemi Corporation Cash Bonus Plan effective March 29, 2007*
10.97.2	Microsemi Corporation 2007 Executive Cash Bonus Plan*
10.114	Form of Notice of Restricted Stock Award and Restricted Stock Agreement* The Company entered into the following agreement in this form:
	Date of Agreement	Grantee	Number of Shares	Vesting
	April 2, 2007	Ralph Brandi	100,000	April 2, 2009

* Indicates a management compensatory plan or arrangement.

(1) Incorporated by reference to the like-numbered exhibit to the Form 10-K filed by the Registrant with the SEC on December 24, 2001.

(2) Incorporated by reference to the like-numbered exhibit to the Form 8-K filed by the Registrant with the SEC on September 24, 2004.

EX-10.13.2

Exhibit 10.13.2

Automatic Annual Additions

Microsemi Corporation 1987 Stock Plan, as amended

2005, 2006 & 2007

The number of shares of Microsemi Stock available for awards under the Microsemi Corporation 1987 Stock Plan, as amended (the “1987 Plan”) has increased incrementally pursuant to the 1987 Plan’s terms at the beginning of each of the Company’s respective fiscal years listed below:

Fiscal Year	Increase (in shares)
2005	2,393,184
2006	2,540,148
2007	2,870,087

EX-10.97.1

Exhibit 10.97.1

MICROSEMI CASH BONUS PLAN

SECTION 1

PURPOSE OF THE PLAN

The Microsemi Cash Bonus Plan (“Plan”) is intended to increase stockholder value and the success of Microsemi Corporation (“Company”) by motivating Plan Participants to perform to the best of their abilities and to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing Plan Participants with incentive Awards based on the achievement of goals relating to the performance of the Company and individualized goals relating to the Plan Participant’s performance. Another purpose of the Plan is to foster the Company’s retention of Plan Participants as employees.

SECTION 2

SUBPLANS; PARTICIPANTS

Insofar as the Committee will be responsible for establishing performance goals and conditions under this Plan for each Performance Period for each employee of the Company and its subsidiaries, and because different goals and conditions may be appropriate for different groups of employees for purposes of the Plan, the Committee shall annually establish one or more subplans, each together with this Plan constituting, effective on its own effective date, a separate cash compensation plan (each a “Subplan” or collectively “Subplans”). Except as the Committee may by rule or specifically provide otherwise, each Plan Participant shall participate in only one Subplan during a Performance Period, and each Subplan during a Performance Period shall have different Plan Participants. For each Subplan, the Committee shall select or define the criteria to select the Plan Participants from among persons who are actively employed by the Company during the Performance Period. Participation in the Plan or a Subplan during one Performance Period does not guarantee a Plan Participant the ability to participate in the Plan or the Subplan in any future Performance Periods.

SECTION 3

THE BONUS POOL

3.1 Conditions to the Company’s Obligation to Fund the Bonus Pool. The Company shall not have any obligation in any event whatsoever to fund the Bonus Pool unless all of the following conditions shall have been satisfied: (i) the Company shall have attained its Operating Margin Minimum for the Performance Period; and (ii) the Company shall have satisfied any such additional conditions as the Committee may in its discretion impose upon Bonus Pool funding in respect to this Plan or a Subplan.

3.2 Bonus Pool Formulae and Calculations. The amount of the Bonus Pool of each Subplan shall be determined by the Committee in its sole and absolute discretion after the end of each Performance Period. The Committee’s determination shall be final and binding.

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Effective: March 29, 2007	Last Update: 03/29/2007
Cash Bonus Plan

3.3. Committee Determinations Binding. The determination of whether the Company’s relevant Reported Non-GAAP Financial Measures or other measures of performance shall have satisfied the conditions to funding a Bonus Pool shall be made by the Committee in each instance in its sole discretion. The Committee shall base its determinations upon its own good faith interpretations insofar as applicable and shall be entitled also to rely upon any advice of professionals, experts, officers and other sources of information of its choice believed reliable. The Committee’s determinations shall always be final and binding on all Plan Participants.

3.4 Adjustments for Acquisitions or Changes in Fiscal Year. If the Company makes any Acquisition or if any change of the Company’s fiscal year (“Change”) occurs during a Performance Period, the Committee may, in its sole and absolute discretion, determine whether (i) to adjust the Performance Goals and financial measures described in the Subplans under this Plan to take into account the effects of Acquisitions or Changes on the Operating Income or the Operating Margin or any other relevant factor, (ii) to substitute different terms as the Committee deems appropriate in its sole and absolute discretion, or (iii) to make no changes.

SECTION 4

DETERMINATION OF AWARDS

4.1 Performance Evaluations. All Plan Participants shall be subject to individual Performance Evaluations.

4.2 Award Amounts. A Plan Participant’s Award shall take into account, among other things, (a) the amount of the Bonus Pool of the relevant Subplan, taking into account and subject to all limitations and conditions of this Plan and the Subplan, and (b) the Plan Participant’s Performance Evaluation. All limitations and conditions to funding of the Bonus Pool of any Subplan will also directly and similarly affect the Awards of all Plan Participants in the Subplan. Also as provided more specifically in each Subplan, based on a Plan Participant’s Performance Evaluation, the Committee may make or ratify and approve an adjustment affecting a Plan Participant’s Award upward or downward by a factor in the range of from zero (0) to two (2) times. Under no circumstances will the sum of all Awards for a Subplan in any Performance Period exceed the Bonus Pool for that Subplan in that Performance Period, and therefore when some Plan Participants receive adjustments increasing their Awards, the other Plan Participants must receive less unless the Bonus Pool were to increase.

4.3 Changes in Control. Upon a Change in Control, Awards shall vest and become payable immediately prior to the Change in Control, all on terms the Committee may deem appropriate for the purpose of providing an Award for the partial Performance Period ending on the day before the Change in Control, on such terms and subject to such provisions as deemed appropriate by the Committee in its sole and absolute discretion. In addition, all conditions to the Company’s obligation of funding the Bonus Pool shall be deemed satisfied upon a Change in Control. The requirement of a Plan Participant’s continuing service to the date of the Change in Control shall continue to be a condition to earning an Award, except as and to the extent the Committee may otherwise specifically determine.

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Effective: March 29, 2007	Last Update: 03/29/2007
Cash Bonus Plan

4.4 Payment in the Event of Death or Disability. In the event a Plan Participant’s employment by the Company terminates after the Performance Period and before the date for payment of Awards in the normal course due to the Plan Participant’s death or permanent disability, the Plan Participant’s Award, if any, shall be paid in the normal course; provided, however the Committee may for humanitarian reasons determine in its sole discretion to agree with the Plan Participants or their future personal representatives, on terms the Committee deems appropriate in the particular instance, to pay or settle an Award before the normal date for Award payments. The Committee shall have sole and absolute discretion in any particular circumstance to pay an Award to a Plan Participant whose employment by the Company terminates during the Performance Period due to the Plan Participant’s death or permanent disability.

4.5 Deferral to Maintain Deductibility under Code Section 162(m). The Committee may determine in its sole discretion to offer to a Plan Participant an opportunity to limit an Award that would otherwise be paid to the Plan Participant under the Plan such that the total compensation of the Plan Participant, including but not limited to the Award itself, shall not exceed the maximum amount otherwise available to the Company under the deduction limitation of Code Section 162(m), which takes into account salary and all other cash or non-cash compensation to the Plan Participant during the relevant calendar year unless the compensation is or is deemed to be “performance-based.”. At the election of the Plan Participant selected by the Committee in its sole discretion, any amount of the Award exceeding the Code Section 162(m) deductibility limit shall, by mutual agreement between the Plan Participant and the Company, only be paid out to the Plan Participant upon the earlier of (i) his termination of employment or (ii) the date(s) which the Plan Participant so designates provided that such payments shall then be deductible under Code Section 162(m) and such election shall then be in compliance with Code Section 409A.

SECTION 5

PAYOUT OF AWARDS

5.1 Employment Requirement. A Plan Participant must be employed by the Company at the time the Awards are paid in the ordinary course under the relevant Subplan under this Plan in order to be entitled to receive payment of an Award, except as otherwise specifically provided in Section 4.4. The Committee may waive this employment condition in its sole and absolute discretion in any instance and from time to time.

5.2 Timing of Bonus Payouts. Awards will be paid to Plan Participants through normal payroll or otherwise as soon as reasonably practicable after the Reported Non-GAAP Financial Measures for the Performance Period shall have been publicly released.

5.3 Withholding of Taxes. The Company will have the right to deduct from any Award any foreign, federal, state or local taxes required by law to be withheld.

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Cash Bonus Plan

SECTION 6

ADDITIONAL TERMS

6.1. Plan Administration. The Committee will have the authority to administer and interpret the Plan, and approve or determine the amounts to be distributed under the Plan as Awards. Any interpretation or construction of the Plan or approval or determination of Awards by the Committee will be final and binding on all Plan Participants and their personal representatives. No member of the Board or any of its affiliates, or any committee of the Board or any affiliate, will be liable for any action or determination made in good faith regarding the Plan or any Award.

6.2 No Right to Employment. The Plan does not give any Plan Participant any right to continued employment, or limit in any way the right of the Company or any affiliated company to terminate his or her employment at any time.

6.3 Amendment of the Plan. The Plan may be amended from time to time by the Committee, without the consent of any Plan Participant, other employee or past employee, for each of the following reasons or any combination thereof: (i) to the extent required to comply with applicable law; (ii) to make reasonable adjustments for any acquisition or sale of a business, merger, reorganization, or restructuring, change in accounting principles or their application, or special charges or extraordinary items, that materially affect the Company or any of its consolidated subsidiaries; or (iii) to make any changes that do not materially and adversely affect the Award payable to any eligible Plan Participant.

6.4 Governing Law. The validity, construction and interpretation of the Plan will be determined in accordance with the laws of the State of Delaware.

6.5 Effective Date. This Plan is adopted on and has an effective date of March 29, 2007. For each Subplan in each Performance Period, there shall also be an effective date upon which the Committee shall approve the Subplan.

SECTION 7

DEFINITIONS

7.1 “Acquisition” shall mean any acquisition by the Company that would materially change the Company’s Operating Income, operating margin, or Performance Goals as determined by the Committee in its sole discretion.

7.2 “Award” shall mean a cash Award made to a Plan Participant under the Plan.

7.3 “Board” shall mean the Board of Directors of the Company.

7.4 “Bonus Pool” shall mean the total amount of funds finally designated by the Committee for distribution under a Subplan of the Plan for a Performance Period.

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Cash Bonus Plan

7.5 “Change in Control” shall mean each occurrence of any of the following events in one or a series of transactions: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by all of the Company’s then outstanding voting securities; or (ii) consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) a majority of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the stockholders of the Company approving a plan of complete liquidation of the Company; or (iv) a consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets.

7.6 “Committee” shall mean the Board or the Company’s Compensation Committee or any other committee appointed by the Board to administer the Plan.

7.7 “Company” shall mean Microsemi Corporation, a Delaware corporation, or any successors or assigns, and shall include all subsidiaries.

7.8 “Operating Income” shall mean the non-GAAP operating income of the Company for the Performance Period based on the Reported Non-GAAP Financial Measures.

7.9 “Operating Margin Minimum” shall mean the minimum Operating Margin (based on the Reported Non-GAAP Financial Measures) which is set by the Committee for the Performance Period for the Subplan. The Operating Margin Minimum must be achieved or exceeded in order for there to be any payout whatsoever of Awards under the Plan.

7.10 “Performance Evaluations” shall mean those Performance Evaluations referred to in Section 4.1 and further described in each Subplan.

7.11 “Performance Goals” shall be established by the Committee and set forth in each Subplan. These Performance Goals may include, but may not be limited to, goals for (i) net income (loss) (either before or after interest, taxes, depreciation and/or amortization), (ii) sales or revenue, (iii) acquisitions or strategic transactions, (iv) operating income (loss), (v) cash flow (including, without limitation, operating cash flow and free cash flow), (vi) return on capital, (vii) return on assets (including, without limitation, return on net assets), (viii) return on stockholders’ equity, (ix) economic value added, (x) stockholder returns, (xi) return on sales, (xii) gross or net profit margin, (xiii) productivity, (xiv) expenses, (xv) margins, (xvi) operating efficiency, (xvii) customer satisfaction, (xviii) working capital, (xix) earnings (loss) per share, (xx) price per share of equity securities, (xxi) market share and (xxii) number of customers, any of which may be measured either in absolute terms, on a GAAP or non-GAAP basis, as compared to any previous results or with respect to any incremental increase or decrease, or as compared to results of any peer group determined in the Committee’s sole discretion.

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7.12 “Performance Period” shall mean the Company’s fiscal year (or other relevant period) as referred to in the respective Subplan.

7.13 “Plan Participant” shall mean an employee of the Company or a direct or indirect subsidiary who is selected by the Committee to participate in a Subplan of the Plan for a Performance Period.

7.14 “Reported Non-GAAP Financial Measures” shall mean the non-GAAP financial measures, as they may be amended from time to time, that the Company publicly releases and furnishes to the Securities and Exchange Commission most closely corresponding to the measures referred to in this Plan or a Subplan.

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Cash Bonus Plan

EX-10.97.2

Exhibit 10.97.2

MICROSEMI 2007 EXECUTIVE CASH BONUS PLAN

This Microsemi 2007 Executive Cash Bonus Plan is adopted in accordance with and as a Subplan pursuant to the Microsemi Cash Bonus Plan. The Microsemi 2007 Executive Cash Bonus Plan, including the Microsemi Cash Bonus Plan, is herein referred to as this “Plan.”

1. General

1.1 Performance Period. The Performance Period for this Plan shall be fiscal year 2007.

1.2 Plan. The terms of the Microsemi Cash Bonus Plan are deemed incorporated herein and each Award hereunder shall be on and subject to all of the terms and conditions thereof, as supplemented hereby. In case of conflicts, the terms and provisions in the Microsemi Cash Bonus Plan shall control over the terms and provisions contained in this document.

1.3 Participants. For purposes of this Plan, the Plan Participants are all of the executive officers of the Company that are listed in Section 3, hereinbelow.

1.4 Effective Date. This Plan is effective as of March 29, 2007.

2. Performance Goals.

2.1 Individual Goals. The CEO and each direct report of the CEO shall have the individual Performance Goals that the Committee approves in writing from time to time during the Performance Period. The CEO will communicate regularly with the Committee concerning individual Performance Goals for the other Plan Participants.

2.2 Performance Evaluations. The Committee shall conduct the Performance Evaluation of the CEO. Also the CEO shall conduct Performance Evaluations of each of his direct reports, which shall be submitted by the CEO to the Committee to be reviewed and considered. The evaluations are to be based on a review of the Plan Participant’s achievement of all relevant Performance Goals.

2.3 Operating Margin Minimum. The Operating Margin Minimum for this Plan shall be determined annually by the Compensation Committee. This Operating Margin Minimum must be achieved or exceeded in order for there to be any payout of Awards under this Plan.

3. Participation Levels. The participation level for this Plan shall be determined for each Plan Participant as of the end of the Performance Period (“Actual Participation Level”). The table set forth below shows the anticipated participation levels if the actual

Effective: 03/29/2007	Last Update: 03/29/2007
Microsemi 2007 Executive Cash Bonus Plan

MICROSEMI 2007 EXECUTIVE CASH BONUS PLAN

performance targets and goals are achieved (“Target Participation Levels”). The Committee may approve adjustments upward or downward based upon actual performance by the Plan Participant versus the goals set for the Plan Participant in connection with this Plan. These adjustments can vary the Actual Participation Level from 0 to 2 times the Target Participation Levels stated in the table.

Participation Levels Table
1	President and Chief Executive Officer	90	%
2	Executive Vice President, Chief Operating Officer and President of High Reliability	70	%
3	Executive Vice President and President of High Performance Analog Mixed Signal	50	%
4	Executive Vice President, Chief Financial Officer and Secretary	50	%
5	Senior Vice President of Human Resources	40	%
6	Vice President of Finance, Chief Accounting Officer and Treasurer	30	%

The immediately preceding table states each participant’s Target Participation Level. After the Performance Period, there is a Performance Evaluation. Based on the Committee’s approval or determination, the Target Participation level is multiplied by a factor that can range from zero (0) to two (2) and the product will equal the Actual Participation Level. As an illustration of this, if the Target Participation Level for the CEO equals 90%, then his Actual Participation Level would be from 0% to 180%; therefore, his Actual Participation Level could be from 0% to 180% of his base salary. Assuming, for example such CEO has at such time, a Base Salary of $575,000. The Target Participation Level Multiplied by the base salary would be $517,500. Depending upon the results of the Performance Evaluation, an Actual Participation Level of such CEO multiplied by the CEO’s base salary could be any amount from $0 to $1,035,000, and the midpoint of that range would be $517,500.

After the Target Participation Levels are adjusted in order to obtain the Actual Participation Levels, the Actual Participation Level is multiplied by the base salary for each of the Plan Participants. These amounts are added together. The sum is the maximum amount of the Bonus Pool, and each Participant’s pro rata portion of the sum is determined. The amount of the Bonus Pool is then determined by the Committee, based on and in accordance with all terms, limitations, and conditions of this Plan, not to exceed the maximum amount of the Bonus Pool as stated above. The Bonus Pool shall be allotted among the Plan Participants pro rata determined as stated above.

Effective: 03/29/2007	Last Update: 03/29/2007
Microsemi 2007 Executive Cash Bonus Plan

EX-10.114

Exhibit 10.114

NOTICE OF RESTRICTED STOCK AWARD

under the

1987 MICROSEMI CORPORATION STOCK PLAN

Name of Employee:	«First_Name» «Last_Name»
Date of Grant:

You have been granted shares of Common Stock, par value $.20 per share (the “Restricted Stock Award”) of Microsemi Corporation (the “Company”) pursuant and subject to the terms and conditions of the 1987 Microsemi Corporation Stock Plan (the “Plan”). The Restricted Stock Award is initially nontransferable and is subject to a substantial risk of forfeiture. Pending the lapse of these restrictions, the Restricted Shares shall bear applicable restrictive legends and shall be held in the custody of a custodian acceptable to the Company. The amount of shares of Common Stock and the time relative to the Grant Date on which such restrictions shall lapse are set forth in the following table:

	Restrictions Lapse as to These Respective Numbers of Shares
On Sixth (6th) Anniv.
On Fifth (5th) Anniv.
On Fourth (4th) Anniv.
On Third (3rd) Anniv.
On Second (2nd) Anniv.
On First (1st) Anniv.
On Date of Grant
Total of above Numbers of Shares Subject to this Grant:

Please read the Notice of Restricted Stock Award (“Notice”) and the attached or linked Restricted Stock Agreement, the Plan and the Plan Prospectus. This Restricted Stock Award is subject to and governed by the terms and conditions of the 1987 Microsemi Corporation Stock Plan, as amended, this Notice and the accompanying or linked Restricted Stock Agreement, each of which are made a part of one agreement (this “Agreement”). If you do not agree to any of these terms, you must promptly return this Notice to the Plan administrator unsigned by you, and in that event this Notice and the Award referred to herein shall immediately become void (of no force or effect whatsoever).

By their signatures, the Company’s representatives hereby execute this Notice and by Employee’s signature Employee acknowledges receipt and confirms Employee’s agreement with the terms and conditions of this Agreement.

EMPLOYEE:		MICROSEMI CORPORATION
Signature:		By:
Name:	«First_Name» «Last_Name»	Name:	James J. Peterson
		Title:	President & CEO
		By:
		Name:	David R. Sonksen
		Title:	Executive Vice President, CFO and Secretary

MICROSEMI CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE 1987 MICROSEMI CORPORATION STOCK PLAN

THIS RESTRICTED STOCK AGREEMENT (“Agreement”), made as of the Date of Grant, accompanies a Notice of Restricted Stock Award (“Notice”), between Microsemi Corporation, a Delaware corporation (the “Company”) and the Restricted Stock grantee (“Employee”), whose identity is as set forth in the Notice.

WHEREAS, the Company desires to afford Employee an opportunity to own shares of the Company’s authorized common stock, par value $0.20 (the “Common Stock”) in order to carry out the purposes of and pursuant to the 1987 Microsemi Corporation Stock Plan (the “Plan”); and

WHEREAS, the Company desires to grant Employee restricted shares on the terms and subject to the conditions of this Agreement, including the terms and conditions of the Plan and of the Notice, which are incorporated herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable considerations, the parties have agreed, and do hereby agree, as follows:

Section 1. Grant of Restricted Shares

On the terms and conditions set forth in the Notice of and on the further terms and conditions set forth in this Agreement, the Company grants to the Employee the number of shares set forth in the Notice (“Restricted Shares”) which have restrictions that lapse at the times and in the respective amounts as provided in the Notice. The Notice sets forth the amounts as to which these restrictions lapse on the Date of Grant or on one or more anniversaries thereof, as specified in the Notice. To the extent any information in the Notice, this Agreement, or other information provided by the Company conflicts with the Plan, the terms and conditions of the Plan shall control. All capitalized terms in the Notice shall have the meanings ascribed to them in this Agreement.

Section 2. Termination of Employment, Disability, or Death

In the event the Employee ceases to be an employee of the Company and its subsidiaries for any reason, any Restricted Shares granted to the Employee with respect to which the restrictions have not lapsed will be forfeited immediately; provided, however, that if the Employee ceases to be an employee of the Company due to death, the Restricted Shares due to vest within two (2) years after such termination by death will immediately vest in full, and any other Restricted Shares granted to the Employee under this Agreement will be forfeited.

Section 3. Modification, Extension, and Renewal of Restrictions: Alteration of Vesting Periods

Subject to the terms and conditions of the Plan, the Committee may modify the restrictions applicable to any Restricted Stock Award in such a way as would be consistent with the Plan and not less advantageous to the Employee. Without limitation of the foregoing, the Committee may at any time and from time to time in its discretion designate shorter vesting periods for the Restricted Shares or modify any other terms or conditions applicable to the Restricted Shares; provided, however, the Committee shall have no obligation whatsoever to make any changes to the Restricted Stock Award.

Section 4. Changes in Capital Structure

If the outstanding securities of the class then constituting the Restricted Shares are increased, decreased or exchanged for or converted into cash, property or a different number or kind of shares or securities, or if cash, property or shares or securities are distributed in respect of such outstanding securities constituting Restricted Shares, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend or other distribution, stock split, reverse stock split, spin-off or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may constitute the Restricted Shares. Any amounts paid in respect of Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply to the Restricted Shares with respect to which such securities or assets are paid.

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Section 5. Withholding Taxes

In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings, or other amounts are required by applicable law or governmental regulation to be withheld from Employee’s salary, wages, or other remuneration in connection with the grant or vesting of Restricted Shares, the Company may withhold from Employee’s wages, if any, or other remuneration, or may require Employee to advance in cash to the Company, or to any affiliate of the Company which employs or employed Employee, the amount of such withholdings, unless a different withholding arrangement, including share withholding or the use of previously owned shares of the Company’s common stock (which the Committee may require to have been held for at least six (6) months), is authorized by the Committee in its discretion (and permitted by law). If the fair market value of any shares of the Company’s common stock withheld is less than the amount of payroll withholdings required, the Employee may be required to advance the difference in cash to the Company or the affiliate employer. The Committee may condition any transfer of any shares of the Company’s common stock and the lifting of any restrictions on any Restricted Shares on the satisfaction by Employee of the foregoing withholding obligations.

Section 6. Other Restricted Stock Award Terms

The (i) number of Restricted Shares, (ii) Date of Grant of the Restricted Shares, (iii) original vesting schedule for the Restricted Shares, and (iv) any other performance criteria or other conditions to vesting are as set forth in the Notice.

Section 7. Non-Transferability

As to all Restricted Shares whose restrictions shall not yet have lapsed, such shares shall not be assignable or transferable except (i) by will or by the laws of descent and distribution, or (ii) subject to the final sentence of this Section 8, upon dissolution of marriage pursuant to a property settlement or domestic relations order, or (iii) as permitted on a case-by-case basis in the discretion of, and subject to such conditions as may be imposed by, the Committee to permit transfers to immediate family members, family trusts or family foundations of the Employee under circumstances that would not adversely affect the interests of the Company. Until such time as, and except to the extent that, these restrictions lapse pursuant to this Agreement, the Restricted Shares shall be evidenced by a certificate bearing a legend indicating that restrictions on transfer exist under this Agreement.

Section 8. Compliance with Securities Laws

The obligation of the Company to sell, issue or deliver shares of its common stock under the Plan is subject to all applicable federal, state and foreign laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required.

The Company shall not be required to register in a Employee’s name or deliver any shares of its common stock prior to the completion of any registration or qualification of such shares under any federal, state or foreign law or any ruling or regulation of any government body which the Committee shall, in its sole discretion, determine to be necessary or advisable. The Plan constitutes an unfunded arrangement for key employees. Unless the shares of the Company’s common stock constituting the Restricted Shares have been registered under the Securities Act of 1933, as amended, or the Company has determined that such registration is unnecessary, the Employee may be required by the Company to give a representation in writing that the Employee will retain such shares of Company common stock for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof, and the Company may issue stop transfer instructions to its transfer agent. Furthermore, the Company may stamp any certificates representing Restricted Shares with, among other things, a legend to the effect that such shares have not been registered under the Securities Act of 1933 and that the Common Stock may not be sold or transferred until so registered, or until an opinion of counsel satisfactory to the Company is received to the effect that such registration is not necessary. In the event the Restricted Shares issued under the Agreement are registered under the Securities Act of 1933, as amended, then such investment representations and legend restrictions pursuant to federal securities law shall be inapplicable with respect to the Restricted Shares.

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Section 9. No Right to Company Employment

Nothing in the Plan or as a result of the grant of Restricted Shares shall confer on the Employee any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate the Employee’s employment at any time.

Section 10. Rights as a Stockholder

Subject to the provisions of the Plan, the Notice and this Agreement, Employee shall have all of the powers, preferences, and rights of a holder of Common Stock with respect to the shares of Common Stock comprising the Restricted Shares. In order to facilitate the safekeeping of the Restricted Shares, Employee and Company hereby appoint Mellon Investor Services LLC, or their designate, as custodian of the Restricted Shares pending the lapse of restrictions thereon at the time or on the conditions as set forth in the Notice.

Section 11. Venue

Each of the parties hereto consents to the jurisdiction of any state or federal court located within the County of Orange, State of California, and irrevocably agrees that all actions or proceedings relating to this Agreement shall be litigated in such courts, and each of the parties waives any objection which it may have based on personal jurisdiction, improper venue or forum non conveniens to the conduct of any such action or proceeding in any such court.

Section 12. Governing Law

This Agreement shall be subject to, and governed by, the laws of the State of Delaware irrespective of the fact that one or more of the parties now is, or may become, a resident of a different state.

Section 13. Entire; Binding and Severable Agreement

The Notice, including the Agreement, and the Plan set forth the entire understanding between the parties as to the subject matter hereof and supersedes all prior oral or written and contemporaneous oral discussion, agreement and understandings of any kind or nature. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, executors, administrators, successors and assigns. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

Section 14. The Plan

The Restricted Shares are subject to, and the Company and Employee agree to be bound by, all of the terms and conditions of the Plan, as the same shall be amended from time to time in accordance with the terms thereof. A copy of the Plan and other documents referred to herein are available for inspection by the Employee during business hours at the principal office of the Company.

Section 15. Certain Definitions

“Committee” shall mean the Company’s Compensation Committee or any other committee appointed by the Board to administer the Plan or the Board itself to the extent it administers the Plan itself.

“Date of Grant” shall mean the date specified in the Notice.

“Restricted Stock Award” shall mean the Award of Restricted Shares to the Employee under this Agreement in the amount specified in the Notice.

All capitalized terms used herein shall have the meanings given to them in the Plan.

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