Common use of Directorships Clause in Contracts

Directorships. (a) Actel agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with any replacement director appointed pursuant to Section 3(b) below as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”); (2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders of Actel vote to elect the 2009 Settlement Directors as directors of Actel at the 2010 Annual Meeting; (3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Directors at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; and (4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof. (b) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. (c) Each of the 2009 Settlement Directors will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actel. (d) Actel agrees that prior to the 2011 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws).

Directorships. (a) Prior to the time that Actel mails its definitive proxy statement for its 2009 annual shareholder meeting (the “2009 Annual Meeting”), but in any event no later than ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇’s board of directors (the “Board”) and all applicable committees of the Board shall take all necessary actions to (i) increase the size of the Board from six (6) to nine (9) members and (ii) appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “New Appointees”) to fill the vacancies on the Board created by increasing its size to nine (9) members. (b) Actel agrees that the Board and all applicable committees of the Board will nominate no more than eight (8) members for election to Actel’s Board at the 2009 Annual Meeting. Actel further agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to amend the Bylaws to reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting. (c) Actel agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇the New Appointees, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with or any replacement director appointed pursuant to Section 3(b3(d) or Section 3(e) below as applicable (the “Replacement Appointees,” and together with the remaining New Appointees, the “2009 Settlement Ramius Directors”), for election to the Actel’s Board at the 2010 2009 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 2010 annual shareholder meeting (the “2011 2010 Annual Meeting”); (2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 2009 Annual Meeting, that the shareholders of Actel vote to elect the 2009 Settlement Ramius Directors as directors of Actel at the 2010 2009 Annual Meeting; (3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Ramius Directors at the 2010 2009 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 2009 Annual Meeting; and (4) ensure that, while any of the 2009 Settlement Ramius Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Ramius Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof. (bd) Following the appointment of the New Appointees pursuant to Section 3(a) of this Agreement, the Ramius Group agrees that it shall use reasonable efforts to select a candidate to replace ▇▇. ▇▇▇▇▇▇▇▇▇ to serve on the Board, subject to evaluation and approval by the Nominating Committee using the standards described in Section 3(c)(1); provided, however, that such candidate (i) shall not be an affiliate of the Ramius Group and (ii) shall have significant experience in the semiconductor industry. The Nominating Committee shall not unreasonably withhold approval of such person. In the event the Nominating Committee does not approve the person selected by the Ramius Group, the Ramius Group will have the right to select an additional candidate for consideration by the Nominating Committee who meets the standards described in the first sentence of this Section 3(d). Once the Nominating Committee has approved a candidate selected by the Ramius Group, the Ramius Group shall take all necessary action to cause ▇▇. ▇▇▇▇▇▇▇▇▇ to resign his position as a director. Contemporaneously with such resignation, the Board shall appoint the candidate selected by the Ramius Group and approved by the Nominating Committee to fill the vacancy on the Board created by the resignation of ▇▇. ▇▇▇▇▇▇▇▇▇. (e) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Ramius Director resigns or is otherwise unable to serve as a director or is removed for cause as a directordirector (other than the resignation of ▇▇. ▇▇▇▇▇▇▇▇▇ pursuant to Section 3(d)), the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(13(c)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point following the appointment of the candidate replacing ▇▇. ▇▇▇▇▇▇▇▇▇ pursuant to Section 3(d) shall the 2009 Settlement Ramius Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. (cf) Each of the 2009 Settlement Directors Ramius Directors, upon election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actel. (dg) Actel agrees that it shall hold the 2009 Annual Meeting on June 5, 2009. (h) Except as provided in Section 3(a) above, Actel agrees that prior to the 2011 2010 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws).

Directorships. (a) Actel Prior to the time that WEDC mails its definitive proxy statement for its 2009 annual shareholder meeting, but in any event no later than seven (7) days after the date hereof, WEDC shall increase the size of its board of directors (the “Board”) from five (5) to seven (7) members. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has in good faith, having reviewed and approved the credentials of Messrs. ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ in the exercise of its fiduciary duties, concluded that each such candidate has business experience in such areas as would reasonably be expected to enhance the Board, and determined, consistent with WEDC’s guidelines relating to director qualifications and Board composition, to immediately appoint Messrs. ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ to the Board (the “New Appointees”) to fill the vacancy on the Board created by increasing its size to seven (7) members, pending the Nominating Committee’s expected completion of background checks of the New Appointees by February 6, 2009. (b) WEDC agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with any replacement director appointed pursuant to Section 3(b) below the New Appointees as applicable (the “Replacement Appointees,” the “directors of WEDC at WEDC’s 2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting annual shareholder meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group Shareholder Parties will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with ActelWEDC’s guidelines relating to director qualifications and Board composition), together with up to five (5) the other persons to be included in ActelWEDC’s slate of nominees for director, with terms expiring at ActelWEDC’s 2011 2010 annual shareholder meeting (the “2011 Annual Meeting”)meeting; (2) recommend, and reflect such recommendation in ActelWEDC’s definitive proxy statement in connection with the 2010 Annual MeetingWEDC’s 2009 annual shareholder meeting, that the shareholders of Actel WEDC vote to elect the 2009 Settlement Directors New Appointees as directors of Actel WEDC at the 2010 Annual Meeting2009 annual shareholder meeting; (3) use its reasonable efforts consistent with the efforts used to solicit and obtain proxies for the other candidates nominated by the Board to obtain proxies in favor of the election of the 2009 Settlement Directors New Appointees at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting2009 annual shareholder meeting; and (4) ensure that, while any for all times that either of the 2009 Settlement Directors New Appointees or any replacement director appointed pursuant to Section 3(c) below, remains in office, the Ramius Group one such appointee will have the right to designate at least one 2009 Settlement Directorright, subject to compliance with applicable Securities and Exchange Commission (the “SEC”)) and Nasdaq corporate governance rules, to serve on each committee all committees and sub-committee committees of the Board (or any substitutes therefor) now in existence ), provided that the Board shall not be obligated to appoint or created after designate either New Appointee as the date hereofchairman of any such committee or sub-committee. (bc) Actel WEDC agrees that, during the term of this Agreement, if a 2009 Settlement Director New Appointee resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group Shareholder Parties will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(13(b)(1); provided, however, provided that (i1) the substitute person designated by Board’s approval and appointment of the Ramius Group Shareholder Parties’ replacement nominee shall have experience consistent with the director being replaced not be unreasonably withheld or delayed and (ii2) at no point the Board shall the 2009 Settlement Directors consist of not be required to approve more than one (1) affiliate of replacement at a time for each Board position to which the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right Shareholder Parties are entitled pursuant to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement directorSection 3(a). (cd) Each of the 2009 Settlement Directors New Appointees, upon appointment or election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of ActelWEDC. WEDC represents, warrants and agrees that it does not have any current policy nor will it adopt any policy requiring any director on the Board to purchase or sell securities of WEDC pursuant to a 10b5-1 plan to be adopted by any such director. (de) Actel agrees that prior to the 2011 Annual MeetingWEDC shall not, and shall cause the Board and all applicable committees not to, take any action during the term of the Board shall not (i) this Agreement, to increase the size number of members on the Board to more than seven (7) directors; provided, however, that the Board may expand the number of members on the Board to eight (8) directors or (ii) or take any other action to materially limit or restrict solely in the rights of or time allotted to its shareholders to nominate persons for election event that the Board determines that WEDC’s Chief Executive Officer should be appointed to the Board and, at such time, there are seven members then serving on the Board. (including f) WEDC agrees that it shall hold the 2009 annual meeting of WEDC shareholders as soon as practicable, but not limited to by amending the Restated Articles in any event, no later than on or Bylaws)before May 15, 2009.

Directorships. (a) Actel Prior to the time that SciClone mails its definitive proxy statement for its 2009 annual stockholder meeting (the “2009 Annual Meeting”), but in any event no later than March 31, 2009, SciClone’s board of directors (the “Board”) and all applicable committees of the Board shall take all necessary actions to (i) increase the size of the Board from seven (7) to ten (10) members and (ii) appoint ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “New Appointees”) to fill the vacancies on the Board created by increasing its size to ten (10) members. (b) SciClone agrees that the Board and all applicable committees of the Board will nominate no more than eight (8) members for election to SciClone’s Board at the 2009 Annual Meeting. SciClone further agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting. (c) SciClone agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: (1i) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇the New Appointees, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with or any replacement director appointed pursuant to Section 3(b3(d) below below, as applicable (the “Replacement Appointees,” and together with the remaining New Appointees, the “2009 Settlement Sigma-Tau Directors”), for election to the SciClone’s Board at the 2010 2009 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Sigma-Tau Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination approval by the Nominating and Corporate Governance Committee of the Board or any successor committee (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably faith, which approval shall not be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for directorunreasonably withheld, with terms expiring at ActelSciClone’s 2011 2010 annual shareholder stockholder meeting (the “2011 2010 Annual Meeting”); (2ii) in addition to the Sigma-Tau Directors, nominate the following current members of the Board for election to SciClone’s Board at the 2009 Annual Meeting (other than in the case of such person’s refusal or inability to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case SciClone will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and approval by the Sigma-Tau Group in good faith, which approval shall not be unreasonably withheld, with terms expiring at the 2010 Annual Meeting: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the “Incumbent Directors”); (iii) recommend, and reflect such recommendation in ActelSciClone’s definitive proxy statement in connection with the 2010 2009 Annual Meeting, that the shareholders stockholders of Actel SciClone vote to elect the 2009 Settlement Sigma-Tau Directors as directors of Actel SciClone at the 2010 2009 Annual Meeting; (3iv) solicit and use its reasonable best efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Sigma-Tau Directors at the 2010 2009 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; andIncumbent Directors; (4v) ensure that, while any of that the 2009 Settlement following Sigma-Tau Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, be nominated to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof. (b) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. (c) Each of the 2009 Settlement Directors will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actel. (d) Actel agrees that prior to the 2011 Annual Meeting, the Board and all applicable committees of the Board shall not identified below (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws).successor committees):

Directorships. (a) Actel agrees that ORCH shall not nominate for re-election as Class I directors at the Board 2010 Annual Meeting the three (3) individuals disclosed as serving as Class I directors in the Company’s proxy statement for its 2009 annual meeting of stockholders. (b) ORCH shall, as soon as practicable following the execution of this Agreement and all applicable committees of prior to the Board will 2010 Annual Meeting, take all actions necessary and appropriate toto effectuate the following: (1i) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇invite each stockholder of the Company that beneficially owns at least five percent (5%) of the issued and outstanding shares of Common Stock of the Company on the date of execution of this Agreement (each, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with any replacement director appointed pursuant to Section 3(b) below as applicable (the a “Replacement Appointees,” the “2009 Settlement DirectorsMajor Stockholder”), other than the Accipiter Group, to propose to the Board one (1) individual who is directly affiliated with such Major Stockholder (i.e., such individual has the power to vote or dispose of the shares of the Company held by the Major Stockholder) for nomination for election to the Board at the 2010 Annual Meeting as a member of the Company’s slate of directors; (other than in ii) subject to Sections 3(b)(iii) and (iv), two (2) individuals proposed by the case Accipiter Group (the “Accipiter Nominees”) will be nominated for election at the 2010 Annual Meeting, as members of such personthe Company’s refusal slate of directors, to serve or if such person has committed an act that would be grounds as Class I directors of the Company for removal from three-year terms ending in 2013. If the Board determines that one or both of the Accipiter Nominees proposed initially by the Accipiter Group do not possess the qualifications, qualities and skills necessary to be considered for causeelection to the Board, in which case the Ramius Accipiter Group will have the right opportunity to designate and substitute another person or personspropose additional individuals until a total of two (2) qualified individuals are identified. Subject to the Board’s good faith exercise of its fiduciary duties to all stockholders, subject to prompt reasonable evaluation and determination the acceptance of any persons proposed by the Nominating Committee Accipiter Group will not be unreasonably withheld. The Company will recommend and use the same efforts to support and solicit proxies for the election of the Accipiter Nominees as it has in respect of the Company’s nominees at previous annual meetings of stockholders; (iii) all of the members of the Board and any nominating committee of the Board (the “Nominating Committee”) will review the credentials of all persons put forth as possible nominees in good faith after exercising its order to determine, in the exercise of their fiduciary duties to all stockholders, that each such candidate has business experience in such areas as would reasonably individual possesses the qualifications, qualities and skills necessary to be expected considered for election to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”);; and (2iv) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders of Actel vote to elect the 2009 Settlement Directors as directors of Actel nominate for election at the 2010 Annual Meeting; (3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Directors at the 2010 Annual MeetingMeeting those candidates that it determines, in the same manner as for exercise of its fiduciary duties to all stockholders, possess the other candidates qualifications, qualities and skills necessary to be members of the Board. (v) The Company will keep the Accipiter Group reasonably informed of its intentions and progress regarding the addition of any persons to be nominated and included in the proposed Company slate of nominees for election at the 2010 Annual Meeting; and. (4c) ensure that, while any If only the Accipiter Nominees are identified within the timeframe for nominations set forth in the Company’s notice for the 2010 Annual Meeting the size of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement DirectorBoard will, subject to compliance with applicable Securities and Exchange Commission Section 3(g), be reduced to six (6) by the “SEC”) and Nasdaq corporate governance rulesBoard immediately after the 2010 Annual Meeting. In the event a nominee other than the Accipiter Nominees is suggested for election to the Board at the 2010 Annual Meeting, the Accipiter Group shall have the option, in its sole discretion, to serve on each committee and sub-committee reduce the number of nominees to be nominated by the Accipiter Group for election to the Board at the 2010 Annual Meeting from two (2) to one (1). In the event such option is exercised by the Accipiter Group, the size of the Board will, subject to Section 3(g), be reduced to six (or any substitutes therefor6) now in existence or created by the Board immediately after the date hereof2010 Annual Meeting. (bd) Actel ORCH agrees that: (i) if at any time prior to the date that is six (6) months after the one-year anniversary of the 2010 Annual Meeting, during the term of this Agreementan Accipiter Nominee, if a 2009 Settlement Director elected to the Board, resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Accipiter Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the remaining members of the Nominating Committee and the Board using the standards described in Section 3(a)(13(b)(iii); provided. Subject to the Nominating Committee’s and the Board’s good faith exercise of its fiduciary duties to all stockholders, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius GroupAccipiter Group will not be unreasonably withheld. In the event the Nominating Committee Board does not accept a replacement director recommended by the Ramius Accipiter Group, the Ramius Accipiter Group will have the right to recommend additional replacement director(s) for consideration consideration. Any replacement director that has been recommended by the Nominating Committee. The Committee and the Board will appoint such replacement director be appointed to the Board no later than five (5) business days after the Nominating CommitteeBoard’s recommendation of such replacement director; and (ii) if at any time after the date that is six (6) months after the one-year anniversary date of the 2010 Annual Meeting, but prior to the Company’s 2013 annual meeting of stockholders, an Accipiter Nominee, if elected to the Board, resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Company shall notify the Accipiter Group of such event and give the Accipiter Group five (5) business days to recommend a person or persons for consideration by the Board and the Nominating Committee as a replacement director for such vacancy. The Board and the Nominating Committee shall not appoint a replacement director for such vacancy until it has reviewed any such recommendation of the Accipiter Group. (ce) Each of the 2009 Settlement Directors Accipiter Nominees, if elected, will be governed by and have the same protections protections, duties and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance practices and guidelines, and shall have the same rights and benefits, including (including, but not limited to) , with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of ActelORCH. (df) Actel agrees that prior The members of the Nominating Committee and the Board will continue to exercise their fiduciary duties to all shareholders in the 2011 identification and selection of all nominees for the Company slate of director nominees for election at the 2010 Annual Meeting. (g) This Agreement will in no way preclude, the Board and all applicable committees restrict or limit any shareholder of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons Company from proposing candidates for nomination for election to the Board (including but not limited to by amending at the Restated Articles or Bylaws)2010 Annual Meeting.

Directorships. (a) Actel Microtune agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: to (1i) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “First Nominee”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Second Nominee”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectivelythe “Third Nominee” and, together with the First Nominee and Second Nominee, the “2010 Nominees”), or any replacement director Replacement Nominee appointed pursuant to Section 3(b3(d), Section 3(e) or Section 3(f) below as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”)applicable, for election to the Microtune’s Board at the 2010 Annual Meeting Meeting, (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”); (2ii) recommend, and reflect such recommendation in ActelMicrotune’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders stockholders of Actel Microtune vote to elect the 2009 Settlement Directors 2010 Nominees as directors of Actel Microtune at the 2010 Annual Meeting; , and (3iii) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Directors 2010 Nominees at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; and (4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof. (b) Actel Microtune agrees thatthat the Board and all applicable committees of the Board will nominate no more than nine (9) members for election to Microtune’s Board at the 2010 Annual Meeting, during inclusive of the term 2010 Nominees. Microtune further agrees that the Board and all applicable committees of this Agreementthe Board will nominate no more than nine (9) members for election to Microtune’s Board at the 2011 Annual Meeting and the Board shall take no action to increase the size of the Board to more than nine (9) members prior to the conclusion of the 2011 Annual Meeting. (c) Microtune agrees that it shall hold the 2010 Annual Meeting no later than May 20, 2010. (d) Subject to Section 3(k), Microtune agrees that if a 2009 Settlement Director resigns or is otherwise unable the First Nominee refuses to serve or stand for election at the 2010 Annual Meeting, resigns as a director or is removed for cause as a director, Microtune shall have the ability to designate a substitute person to replace such First Nominee, subject to the approval of the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a acting in good faith, which approval shall not be unreasonably withheld (any such replacement director, subject to evaluation and determination by the Nominating Committee using the standards described First Nominee appointed in Section 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent accordance with the director being replaced provisions of this clause (d) shall be referred to as the “Replacement First Nominee”). The Replacement First Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate not be an Affiliate or Associate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by Board shall appoint the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director Replacement First Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s recommendation approval of such replacement directorthe Replacement First Nominee. The Replacement First Nominee shall be deemed the First Nominee for all purposes of this Agreement. (ce) Each Subject to Section 3(k), Microtune agrees that if the Second Nominee refuses to serve or stand for election at the 2010 Annual Meeting, resigns as a director or is removed as a director, the Ramius Group shall have the ability to designate a substitute person to replace such Second Nominee, subject to the approval of the 2009 Settlement Directors will be governed by the same protections Microtune’s Nominating and obligations regarding confidentiality, conflicts of interests, Corporate Governance Committee in good faith after exercising its fiduciary duties, trading which approval shall not be unreasonably withheld (any such replacement Second Nominee appointed in accordance with the provisions of this clause (e) shall be referred to as the “Replacement Second Nominee”). The Replacement Second Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and disclosure policies shall not be an Affiliate or Associate of the Ramius Group. In the event the Nominating and other governance guidelinesCorporate Governance Committee does not accept a substitute director(s) recommended by the Ramius Group to replace such Second Nominee, the Ramius Group will have the right to recommend additional substitute director(s) for consideration by the Nominating and Corporate Governance Committee. The Board shall appoint the Replacement Second Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s approval of the Replacement Second Nominee. The Replacement Second Nominee shall be deemed the Second Nominee for all purposes of this Agreement. (f) Subject to Section 3(k), Microtune agrees that if the Third Nominee refuses to serve or stand for election at the 2010 Annual Meeting, resigns as a director or is removed as a director, a substitute person to replace such Third Nominee shall be appointed by the Nominating and Corporate Governance Committee, following the identification of a candidate mutually acceptable to the Company and the Ramius Group (any such replacement Third Nominee appointed in accordance with the provisions of this clause (f) shall be referred to as the “Replacement Third Nominee”). In the event the Company and the Ramius Group are unable to identify a mutually acceptable candidate to replace such Third Nominee, then there shall exist a vacancy on the Board until the election of directors at the 2011 Annual Meeting. The Replacement Third Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. In the event that the Company and the Ramius Group identify a mutually acceptable candidate, the Board shall appoint such candidate as the Replacement Third Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s approval of the Replacement Third Nominee. The Replacement Third Nominee shall be deemed the Third Nominee for all purposes of this Agreement. (g) Subject to Section 3(k), and conditioned upon the 2010 Nominees agreeing to hold all information provided as confidential and to act in a fiduciary manner with respect all such information in the same manner as if they were directors of Microtune, Microtune agrees that it will permit the 2010 Nominees to participate as observers to the Board at all meetings of the Board (whether by phone or in person) and will provide to such 2010 Nominees copies of all notices and written information furnished to the full Board in connection with any such meetings at substantially the same time they are so furnished to the Board; provided however, that Microtune reserves the right to withhold any information and to exclude the 2010 Nominees from any such meeting or portion thereof to the extent that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between Microtune and its counsel. (h) Microtune agrees that it will provide the Ramius Group with a list of up to nine (9) nominees that the Nominating and Corporate Governance Committee intends to nominate for election at the 2011 Annual Meeting no later than December 1, 2010 (the “Proposed 2011 Nominees”). Microtune agrees that it will provide the Ramius Group with written notice no later than two (2) business days following any change to the Proposed 2011 Nominees. (i) The Ramius Group shall have the same rights option to propose a substitute person to replace the First Nominee for election at the 2011 Annual Meeting for consideration by Microtune’s Nominating and benefitsCorporate Governance Committee (any such replacement First Nominee appointed in accordance with the provisions of this clause (i) shall be referred to as the “Alternate First Nominee”). The Alternate First Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. For the avoidance of doubt, including (but not limited tonothing in this Section 3(i) with respect shall obligate Microtune to insuranceapprove any Alternate First Nominee proposed by the Ramius Group, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actelsuch approval may be withheld by Microtune in its sole discretion. (dj) Actel Microtune agrees that prior to (i) recommend, and reflect such recommendation in Microtune’s definitive proxy statement in connection with the 2011 Annual Meeting, that the Board and all applicable committees stockholders of Microtune vote to elect each of the Board shall not candidates nominated by Microtune for election as directors of Microtune at the 2011 Annual Meeting (i) increase the size of the Board to more than eight (8) directors or “2011 Nominees”), and (ii) or take any other action use its reasonable efforts to materially limit or restrict solicit and obtain proxies in favor of the rights election of or time allotted to its shareholders to nominate persons for election each of the 2011 Nominees at the 2011 Annual Meeting. (k) Notwithstanding anything to the Board contrary herein, if at any time the Ramius Group’s aggregate beneficial ownership of Common Stock decreases to less than 4.0% of the Company’s shares of Common Stock outstanding as of the date hereof, clauses (including but not limited to by amending the Restated Articles or Bylawsd), (e), (f) and (g) of this Section 3 shall be void ab initio.

Directorships. (a) Actel agrees Prior to the time that Sparton mails its definitive proxy statement for its 2008 annual meeting of shareholders, but in any event no later than 14 days from the Board date hereof, Sparton shall increase the size of its board of directors (the “Board”) from nine directors to eleven and all applicable committees of the Board will take all actions necessary and appropriate to: (1) nominate appoint ▇▇. ▇▇▇▇▇▇ ▇. Hartnett and ▇▇. ▇▇▇▇▇ ▇. Swartwout (the “New Appointees”). (b) ▇▇, . ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will be appointed as part of the class having a term expiring at Sparton’s 2008 annual meeting of shareholders (the “2008 Appointee”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (collectively, with any replacement director will be appointed pursuant to Section 3(b) below as applicable part of the class having a term expiring at Sparton’s 2009 annual meeting of shareholders (the “Replacement Appointees,” the “2009 Settlement DirectorsAppointee”), for election to . (c) Sparton agrees that the Board will: (1) nominate the 2008 Appointee and the 2009 Appointee as directors at the 2010 Annual Meeting 2008 and 2009 annual meeting of shareholders, respectively (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, cause in which case the Ramius Group Lawndale Parties will have the right to designate and substitute another a person or persons, persons subject to prompt reasonable evaluation and determination by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with ActelSparton’s guidelines relating to director qualifications and Board composition), together with up to five (5) the other persons to be included in ActelSparton’s slate of nominees for director, as a director of Sparton, with terms a term expiring at ActelSparton’s 2011 and 2012 annual shareholder meeting (the “2011 Annual Meeting”)of shareholders, respectively; (2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 Annual Meeting, recommend that the shareholders of Actel Sparton vote to elect the 2008 Appointee and the 2009 Settlement Directors Appointee as directors of Actel Sparton at the 2010 Annual Meeting2008 and 2009 annual meetings of shareholders, respectively; (3) use its all reasonable efforts consistent with the efforts used to solicit and obtain proxies for the other candidates nominated by the Board to obtain proxies in favor of the election of the 2008 Appointee and 2009 Settlement Directors Appointee at the 2010 Annual Meeting2008 and 2009 annual meeting of shareholders, respectively; (4) Sparton shall ensure that for all times that either the 2008 Appointee or 2009 Appointee remains in office that one of such appointees will serve on the same manner as for the other candidates nominated for election at the 2010 Annual MeetingExecutive Committee of Sparton (or any substitute therefor); and (45) if, on the date of Sparton’s 2008 annual meeting of shareholders, Sparton does not have a new Chief Executive Officer, then Sparton shall ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created for all times after the date hereof. (b) Actel of such annual meeting, either the 2008 Appointee or 2009 Appointee will serve on the Board’s CEO search committee. Sparton agrees that, that during the term of this Agreement, Agreement if a 2009 Settlement Director New Appointee resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group Lawndale Parties will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(13(c)(1); provided, however, . (id) the substitute person designated Sparton agrees that by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation conclusion of the 2009 annual meeting of shareholders, Sparton shall decrease the size of the Board from eleven to ten directors and will cause a director other than the 2008 Appointee and the 2009 Appointee to resign or not stand for re-election to affect such replacement directordecrease. (ce) Each of the 2009 Settlement Directors New Appointees, upon appointment or election to the Board, will serve as an integral member of the Board and be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee nonemployee directors of ActelSparton. (d) Actel agrees that prior to the 2011 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws).

Directorships. (a) Actel agrees that Effective on October 8, 2010, (i) the Board and all applicable committees number of members of the Board will take all actions necessary and appropriate to: board of directors of the Company (the “Board”) shall be increased by two (2) directors, (ii) one (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇current Class I Director will be re-assigned to Class II and thereupon, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ there shall be two (collectively, with any replacement director appointed pursuant to Section 3(b2) below as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from vacancies on the Board for cause, in which case Class I Directors and (iii) the Ramius Group will have New Appointees (as defined below) shall be appointed to fill such two (2) vacancies on the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Board as Class I Directors. The Nominating Committee of the Board (the “Nominating Committee”) has, in good faith after exercising its fiduciary faith, reviewed and approved the credentials of B▇▇▇▇ ▇▇▇▇ and M▇▇ ▇▇▇▇▇▇▇ (the “New Appointees”) in the exercise of their duties as directors of the Company, concluded that such candidate each of the New Appointees has business experience in such areas as would reasonably be expected to enhance the Board, and determined, consistent with Actelthe Company’s guidelines relating to director qualifications and Board composition, subject to the terms of this Agreement, to recommend the appointment of, and the Board has determined to appoint, the New Appointees to the Board. (b) The Company further agrees to: (i) take all actions necessary and appropriate to reduce the size of the Board to nine (9), together with up effective immediately prior to five (5) other persons to be included the annual meeting of the Company’s stockholders in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”), and obtain the resignation of two (2) directors of the Company other than the New Appointees, effective no later than immediately prior to the 2011 Meeting; (2ii) take all actions necessary and appropriate to nominate the New Appointees (or any replacement therefore nominated in accordance with Section 3(c)) for election as directors of the Company at the 2011 Meeting; (iii) take all actions necessary and appropriate to recommend, and reflect such recommendation in Actelthe Company’s definitive proxy statement in connection with the 2010 Annual 2011 Meeting, that the shareholders stockholders of Actel the Company vote to elect the 2009 Settlement Directors New Appointees (or any replacement nominated or appointed in accordance with Section 3(c)) as directors of Actel the Company at the 2010 Annual 2011 Meeting; (3iv) take all actions necessary and appropriate to call and convene the 2011 Meeting no later than February 28, 2011; (v) use its reasonable all efforts consistent with the efforts used by the Company to solicit and obtain proxies for the other candidates nominated by the Board to obtain proxies in favor of the election of the 2009 Settlement Directors New Appointees (or any replacement nominated or appointed in accordance with Section 3(c)) at the 2010 Annual 2011 Meeting; (vi) take all actions necessary and appropriate to call and convene the 2012 annual meeting of the Company’s stockholders (the “2012 Meeting”) no later than February 29, 2012; (vii) take all actions necessary and appropriate to not call and convene any other annual or special meeting of stockholders for the election of directors, other than the 2011 Meeting and the 2012 Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; andprior to February 29, 2012; (4viii) use all reasonable efforts to ensure that, while any at all times from the execution of this Agreement until immediately prior to the 2012 Meeting (the “Term”) that either of the 2009 Settlement Directors New Appointees (or any replacement nominated or appointed pursuant to Section 3(c)), remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Directorsuch nominee shall have the right, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq NASDAQ corporate governance rules, to serve on each committee of the committees and sub-committee committees of the Board (or any substitutes therefor), including any committees and sub-committees of the Board (or any substitutes therefor) now in existence or created after the date hereof; (ix) use all reasonable efforts to ensure that, at all times during the Term prior to the 2011 Meeting, the Board shall consist of no greater than eleven (11) members; and (x) use all reasonable efforts to ensure that, at all times following the 2011 Meeting and through the 2012 Meeting, the Board shall consist of no greater than nine (9) members (two (2) of whom shall be the New Appointees (or any replacement nominated or appointed pursuant to Section 3(c)). (bc) Actel The Company agrees that, during through the term 2012 Meeting, so long as the Vintage Group’s beneficial ownership of this Agreementthe outstanding Common Stock is greater than 5% of the Common Stock outstanding at such time, if a 2009 Settlement Director New Appointee resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Vintage Group will shall have the right to designate and substitute submit the name of a person or persons for appointment replacement (the “Replacement”) to the Board Company for its reasonable approval to serve as a replacement director, subject to evaluation and determination . If the proposed Replacement is not approved by the Nominating Committee using the standards described in Section 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius GroupBoard, the Ramius Vintage Group will shall have the right to recommend additional replacement director(s) for consideration by submit another proposed Replacement to the Nominating CommitteeCommittee for its reasonable approval. The Board will appoint such replacement director Vintage Group shall have the right to continue submitting the name of a proposed Replacement to the Board no later than five (5) business days after Nominating Committee for its reasonable approval until the Nominating CommitteeCommittee approves and the Board recommends that such Replacement may serve as director, whereupon such person shall be appointed as the Replacement, as the case may be. In addition, so long as the Vintage Group’s recommendation beneficial ownership of the outstanding Common Stock is greater than 5% of the Common Stock outstanding at such replacement directortime, the Company agrees that it will take no action to remove either of the New Appointees (including without limitation recommending to the Company’s stockholders removal of either of the New Appointees), other than for cause (as such term is used in the Maryland General Corporation Law), until the Company’s 2014 annual meeting of stockholders. (cd) Each of the 2009 Settlement Directors New Appointees, upon election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary directors’ duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) without limitation with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actelthe Company. (de) Actel The Vintage Group agrees that prior to support the nominees for director presented by the Board for election at the 2011 Annual Meeting (which shall include the New Appointees). At the 2011 Meeting, the Board Vintage Group shall cause all voting securities of the Company beneficially owned or owned of record by each member of the Vintage Group to be present at such meeting for purposes of establishing a quorum and all applicable committees to be voted (either in person or by directing that any proxy granted with respect to such meeting be voted) in accordance with the recommendation of the Board shall not with respect to (i) increase the size election of directors (provided that the New Appointees constitute two (2) of the three (3) directors nominated and the other nominee is an existing member of the Board), (ii) ratification of the Company’s current auditors and (iii) say-on-pay proposals (provided that compensation for the Company’s executives included therein is consistent with practices in effect as of the date hereof). No later than five (5) business days prior to such meeting of stockholders, the Vintage Group shall vote in accordance with this Section 3(e) and shall not revoke or change any such vote. (f) Nothing in this Section 3 shall prevent the members of the Board to more than eight (8) from discharging their duties as directors or (ii) or take any other action to materially limit or restrict of the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws)Company.

Directorships. (a) Actel agrees that Effective on October 8, 2010, (i) the Board and all applicable committees number of members of the Board will take all actions necessary and appropriate to: board of directors of the Company (the “Board”) shall be increased by two (2) directors, (ii) one (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇current Class I Director will be re-assigned to Class II and thereupon, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ there shall be two (collectively, with any replacement director appointed pursuant to Section 3(b2) below as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from vacancies on the Board for cause, in which case Class I Directors and (iii) the Ramius Group will have New Appointees (as defined below) shall be appointed to fill such two (2) vacancies on the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Board as Class I Directors. The Nominating Committee of the Board (the “Nominating Committee”) has, in good faith after exercising its fiduciary faith, reviewed and approved the credentials of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ (the “New Appointees”) in the exercise of their duties as directors of the Company, concluded that such candidate each of the New Appointees has business experience in such areas as would reasonably be expected to enhance the Board, and determined, consistent with Actelthe Company’s guidelines relating to director qualifications and Board composition, subject to the terms of this Agreement, to recommend the appointment of, and the Board has determined to appoint, the New Appointees to the Board. (b) The Company further agrees to: (i) take all actions necessary and appropriate to reduce the size of the Board to nine (9), together with up effective immediately prior to five (5) other persons to be included the annual meeting of the Company’s stockholders in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”), and obtain the resignation of two (2) directors of the Company other than the New Appointees, effective no later than immediately prior to the 2011 Meeting; (2ii) take all actions necessary and appropriate to nominate the New Appointees (or any replacement therefore nominated in accordance with Section 3(c)) for election as directors of the Company at the 2011 Meeting; (iii) take all actions necessary and appropriate to recommend, and reflect such recommendation in Actelthe Company’s definitive proxy statement in connection with the 2010 Annual 2011 Meeting, that the shareholders stockholders of Actel the Company vote to elect the 2009 Settlement Directors New Appointees (or any replacement nominated or appointed in accordance with Section 3(c)) as directors of Actel the Company at the 2010 Annual 2011 Meeting; (3iv) take all actions necessary and appropriate to call and convene the 2011 Meeting no later than February 28, 2011; (v) use its reasonable all efforts consistent with the efforts used by the Company to solicit and obtain proxies for the other candidates nominated by the Board to obtain proxies in favor of the election of the 2009 Settlement Directors New Appointees (or any replacement nominated or appointed in accordance with Section 3(c)) at the 2010 Annual 2011 Meeting; (vi) take all actions necessary and appropriate to call and convene the 2012 annual meeting of the Company’s stockholders (the “2012 Meeting”) no later than February 29, 2012; (vii) take all actions necessary and appropriate to not call and convene any other annual or special meeting of stockholders for the election of directors, other than the 2011 Meeting and the 2012 Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; andprior to February 29, 2012; (4viii) use all reasonable efforts to ensure that, while any at all times from the execution of this Agreement until immediately prior to the 2012 Meeting (the “Term”) that either of the 2009 Settlement Directors New Appointees (or any replacement nominated or appointed pursuant to Section 3(c)), remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Directorsuch nominee shall have the right, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq NASDAQ corporate governance rules, to serve on each committee of the committees and sub-committee committees of the Board (or any substitutes therefor), including any committees and sub-committees of the Board (or any substitutes therefor) now in existence or created after the date hereof; (ix) use all reasonable efforts to ensure that, at all times during the Term prior to the 2011 Meeting, the Board shall consist of no greater than eleven (11) members; and (x) use all reasonable efforts to ensure that, at all times following the 2011 Meeting and through the 2012 Meeting, the Board shall consist of no greater than nine (9) members (two (2) of whom shall be the New Appointees (or any replacement nominated or appointed pursuant to Section 3(c)). (bc) Actel The Company agrees that, during through the term 2012 Meeting, so long as the Vintage Group’s beneficial ownership of this Agreementthe outstanding Common Stock is greater than 5% of the Common Stock outstanding at such time, if a 2009 Settlement Director New Appointee resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Vintage Group will shall have the right to designate and substitute submit the name of a person or persons for appointment replacement (the “Replacement”) to the Board Company for its reasonable approval to serve as a replacement director, subject to evaluation and determination . If the proposed Replacement is not approved by the Nominating Committee using the standards described in Section 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius GroupBoard, the Ramius Vintage Group will shall have the right to recommend additional replacement director(s) for consideration by submit another proposed Replacement to the Nominating CommitteeCommittee for its reasonable approval. The Board will appoint such replacement director Vintage Group shall have the right to continue submitting the name of a proposed Replacement to the Board no later than five (5) business days after Nominating Committee for its reasonable approval until the Nominating CommitteeCommittee approves and the Board recommends that such Replacement may serve as director, whereupon such person shall be appointed as the Replacement, as the case may be. In addition, so long as the Vintage Group’s recommendation beneficial ownership of the outstanding Common Stock is greater than 5% of the Common Stock outstanding at such replacement directortime, the Company agrees that it will take no action to remove either of the New Appointees (including without limitation recommending to the Company’s stockholders removal of either of the New Appointees), other than for cause (as such term is used in the Maryland General Corporation Law), until the Company’s 2014 annual meeting of stockholders. (cd) Each of the 2009 Settlement Directors New Appointees, upon election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary directors’ duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) without limitation with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actelthe Company. (de) Actel The Vintage Group agrees that prior to support the nominees for director presented by the Board for election at the 2011 Annual Meeting (which shall include the New Appointees). At the 2011 Meeting, the Board Vintage Group shall cause all voting securities of the Company beneficially owned or owned of record by each member of the Vintage Group to be present at such meeting for purposes of establishing a quorum and all applicable committees to be voted (either in person or by directing that any proxy granted with respect to such meeting be voted) in accordance with the recommendation of the Board shall not with respect to (i) increase the size election of directors (provided that the New Appointees constitute two (2) of the three (3) directors nominated and the other nominee is an existing member of the Board), (ii) ratification of the Company’s current auditors and (iii) say-on-pay proposals (provided that compensation for the Company’s executives included therein is consistent with practices in effect as of the date hereof). No later than five (5) business days prior to such meeting of stockholders, the Vintage Group shall vote in accordance with this Section 3(e) and shall not revoke or change any such vote. (f) Nothing in this Section 3 shall prevent the members of the Board to more than eight (8) from discharging their duties as directors or (ii) or take any other action to materially limit or restrict of the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws)Company.

Directorships. (a) Actel Prior to the time that WEDC mails its definitive proxy statement for its 2009 annual shareholder meeting, but in any event no later than seven (7) days after the date hereof, WEDC shall increase the size of its board of directors (the “Board”) from five (5) to seven (7) members. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has in good faith, having reviewed and approved the credentials of Messrs. B▇▇▇▇ ▇▇▇▇ and M▇▇ ▇▇▇▇▇▇▇ in the exercise of its fiduciary duties, concluded that each such candidate has business experience in such areas as would reasonably be expected to enhance the Board, and determined, consistent with WEDC’s guidelines relating to director qualifications and Board composition, to immediately appoint Messrs. B▇▇▇▇ ▇▇▇▇ and M▇▇ ▇▇▇▇▇▇▇ to the Board (the “New Appointees”) to fill the vacancy on the Board created by increasing its size to seven (7) members, pending the Nominating Committee’s expected completion of background checks of the New Appointees by February 6, 2009. (b) WEDC agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with any replacement director appointed pursuant to Section 3(b) below the New Appointees as applicable (the “Replacement Appointees,” the “directors of WEDC at WEDC’s 2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting annual shareholder meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group Shareholder Parties will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with ActelWEDC’s guidelines relating to director qualifications and Board composition), together with up to five (5) the other persons to be included in ActelWEDC’s slate of nominees for director, with terms expiring at ActelWEDC’s 2011 2010 annual shareholder meeting (the “2011 Annual Meeting”)meeting; (2) recommend, and reflect such recommendation in ActelWEDC’s definitive proxy statement in connection with the 2010 Annual MeetingWEDC’s 2009 annual shareholder meeting, that the shareholders of Actel WEDC vote to elect the 2009 Settlement Directors New Appointees as directors of Actel WEDC at the 2010 Annual Meeting2009 annual shareholder meeting; (3) use its reasonable efforts consistent with the efforts used to solicit and obtain proxies for the other candidates nominated by the Board to obtain proxies in favor of the election of the 2009 Settlement Directors New Appointees at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting2009 annual shareholder meeting; and (4) ensure that, while any for all times that either of the 2009 Settlement Directors New Appointees or any replacement director appointed pursuant to Section 3(c) below, remains in office, the Ramius Group one such appointee will have the right to designate at least one 2009 Settlement Directorright, subject to compliance with applicable Securities and Exchange Commission (the “SEC”)) and Nasdaq corporate governance rules, to serve on each committee all committees and sub-committee committees of the Board (or any substitutes therefor) now in existence ), provided that the Board shall not be obligated to appoint or created after designate either New Appointee as the date hereofchairman of any such committee or sub-committee. (bc) Actel WEDC agrees that, during the term of this Agreement, if a 2009 Settlement Director New Appointee resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group Shareholder Parties will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(13(b)(1); provided, however, provided that (i1) the substitute person designated by Board’s approval and appointment of the Ramius Group Shareholder Parties’ replacement nominee shall have experience consistent with the director being replaced not be unreasonably withheld or delayed and (ii2) at no point the Board shall the 2009 Settlement Directors consist of not be required to approve more than one (1) affiliate of replacement at a time for each Board position to which the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right Shareholder Parties are entitled pursuant to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement directorSection 3(a). (cd) Each of the 2009 Settlement Directors New Appointees, upon appointment or election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of ActelWEDC. WEDC represents, warrants and agrees that it does not have any current policy nor will it adopt any policy requiring any director on the Board to purchase or sell securities of WEDC pursuant to a 10b5-1 plan to be adopted by any such director. (de) Actel agrees that prior to the 2011 Annual MeetingWEDC shall not, and shall cause the Board and all applicable committees not to, take any action during the term of the Board shall not (i) this Agreement, to increase the size number of members on the Board to more than seven (7) directors; provided, however, that the Board may expand the number of members on the Board to eight (8) directors or (ii) or take any other action to materially limit or restrict solely in the rights of or time allotted to its shareholders to nominate persons for election event that the Board determines that WEDC’s Chief Executive Officer should be appointed to the Board and, at such time, there are seven members then serving on the Board. (including f) WEDC agrees that it shall hold the 2009 annual meeting of WEDC shareholders as soon as practicable, but not limited to by amending the Restated Articles in any event, no later than on or Bylaws)before May 15, 2009.

Directorships. (a) Actel Abraxas agrees that to (i) adopt promptly after the Board and all applicable committees date hereof a resolution increasing the size of the Board will take all actions necessary and appropriate to: from nine to ten members, effective immediately prior to the 2013 Annual Meeting, (1ii) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ an individual to be mutually agreed upon by the Company and ▇▇▇▇ ▇. ▇▇▇▇▇▇ the Clinton Group (collectively, with the “Nominee”) or any replacement director 2013 Replacement Nominee (as defined below) appointed pursuant to Section 3(b3(f) below below, as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”)applicable, for election to the Abraxas’ Board at the 2010 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 2013 Annual Meeting”); , (2iii) recommend, and reflect such recommendation in Actel’s Abraxas’ definitive proxy statement in connection with the 2010 2013 Annual Meeting, that the shareholders stockholders of Actel Abraxas vote to elect the 2009 Settlement Directors Nominee as directors a Class III director of Actel Abraxas at the 2010 2013 Annual Meeting; Meeting for a term of office expiring at the 2016 annual meeting of the stockholders of Abraxas, and (3iv) use its reasonable commercial efforts to solicit and obtain proxies in favor of and otherwise support the election of the 2009 Settlement Directors Nominee at the 2010 2013 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 2013 Annual Meeting; and (4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof. (b) Actel Abraxas agrees thatthat as soon as practicable after the date of the 2013 Annual Meeting, during but in any event no later than five (5) business days thereafter, the Board shall either (i) pursuant to Article III, Section 1(c) of the Bylaws, appoint ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Replacement Director”) to fill an existing Class I vacancy on the Board for a term of office expiring at the 2014 annual meeting of the stockholders of Abraxas (the “2014 Annual Meeting”), or (ii) if no Class I vacancy exists on the Board at such time, (x) adopt a resolution increasing the size of the Board by one member (which member shall be a Class I member of the Board) and (y) pursuant to Article III, Section 1(c) of the Bylaws, appoint the Replacement Director to fill the vacancy created by such increase in the size of the Board. Abraxas further agrees that it will (x) subject to Section 3(g), nominate the Replacement Director or any Substitute Replacement Director (as defined below) appointed pursuant to Section 3(g) below, as applicable, for election to the Board at the 2014 Annual Meeting, (y) recommend, and reflect such recommendation in Abraxas’ definitive proxy statement in connection with the 2014 Annual Meeting, that the stockholders of Abraxas vote to elect the Replacement Director as a Class I director of Abraxas at the 2014 Annual Meeting for a term of office expiring at the 2017 annual meeting of the stockholders of Abraxas, and (z) use its reasonable commercial efforts to solicit and obtain proxies in favor of and otherwise support the election of the Replacement Director at the 2014 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2014 Annual Meeting. (c) Each of the Nominee and the Replacement Director (i) has been approved by the Nominating and Corporate Governance Committee of the Board prior to the date hereof and (ii) is “independent” pursuant to NASDAQ listing standards and is not an Affiliate or Associate of the Clinton Group. (d) Abraxas agrees that the Board and all applicable committees of the Board will nominate no more than four members for election to Abraxas’ Board at the 2013 Annual Meeting, inclusive of the Nominee. (e) The Board of Directors of Abraxas has established May 14, 2013 as the date of the 2013 Annual Meeting; provided, however, that if the Company and the Clinton Group have not mutually agreed upon an individual to serve as the Nominee by 5:00 p.m. (Eastern time) on April 4, 2013, then (i) the Clinton Group shall have the right, in its sole discretion, to terminate this Agreement, effective immediately, and (ii) the Company shall reset the date of the 2013 Annual Meeting to May 22, 2013. Abraxas agrees that it shall use its reasonable commercial efforts to hold the 2013 Annual Meeting no later than May 31, 2013. (f) Subject to Section 3(h), Abraxas and the Clinton Group agree that if the Nominee (i) refuses to serve or stand for election at the 2013 Annual Meeting, or (ii) resigns or is removed as a 2009 Settlement Director resigns director or is otherwise unable to serve as a director or is removed for cause (including but not limited to as a directorresult of death or disability), the Ramius Group will in each case Abraxas shall have the right ability to designate and a substitute a person or persons for appointment to the Board as a replacement directorreplace such Nominee, subject to evaluation and determination by the Nominating Committee using approval of the standards described Clinton Group acting in Section 3(a)(1); providedgood faith, however, which approval shall not be unreasonably withheld (i) the substitute person designated by the Ramius Group shall have experience consistent any such replacement Nominee appointed in accordance with the director being replaced provisions of this clause (f) shall be referred to as the “2013 Replacement Nominee”). The 2013 Replacement Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate not be an Affiliate or Associate of the Ramius Clinton Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by Board shall appoint the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director 2013 Replacement Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s recommendation approval of such replacement directorthe 2013 Replacement Nominee. The 2013 Replacement Nominee shall be deemed the Nominee for all purposes of this Agreement. (cg) Each of Subject to Section 3(h), Abraxas and the 2009 Settlement Directors will be governed by Clinton Group agree that (i) if the same protections and obligations regarding confidentialityReplacement Director either (x) refuses to serve or stand for election at the 2014 Annual Meeting, conflicts of interestsor (y) resigns or is removed as a director or is otherwise unable to serve as a director (including, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable a result of death or disability), in each case the Clinton Group shall have the ability to any non-employee directors designate a substitute person to replace the Replacement Director, subject to the approval of Actelthe Board acting in good faith consistent with its fiduciary duties, which approval shall not be unreasonably withheld, and (ii) the Clinton Group shall have the option to propose a substitute person to replace the Replacement Director as a candidate for election at the 2014 Annual Meeting and, subject to the approval of the Board acting in good faith consistent with its fiduciary duties, nominated and recommended by the Board or the Nominating and Corporate Governance Committee thereof pursuant to Section 3(b) above. Any such Replacement Director appointed in accordance with the provisions of this clause (g) shall be referred to as the “Substitute Replacement Director.” The Substitute Replacement Director shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Clinton Group. The Board shall appoint the Substitute Replacement Director to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s approval of the Substitute Replacement Director. The Substitute Replacement Director shall be deemed the Replacement Director for all purposes of this Agreement. (dh) Actel agrees that prior Notwithstanding anything to the 2011 Annual Meetingcontrary herein, the Board and all applicable committees of the Board shall not if at any time (i) increase the size Clinton Group’s aggregate beneficial ownership of Common Stock decreases to less than 2.0% of the Board to more than eight (8) directors Company’s shares of Common Stock outstanding as of the date thereof or (ii) or take the Clinton Group receives notice from Abraxas of a material breach by the Clinton Group of any other action to materially limit or restrict obligation hereunder and such material breach has not been cured within 14 days after the rights Clinton Group’s receipt of or time allotted to its shareholders to nominate persons for election to such notice, then in each case the Board second sentence of clause (including but not limited to by amending the Restated Articles or Bylawsb), clause (f) and clause (g) of this Section 3 shall be void ab initio.

Directorships. (a) Actel Prior to the time that Epicor mails its definitive proxy statement for its 2009 annual meeting of stockholders, but in any event no later than the close of business on February 24, 2009, Epicor shall increase the size of its board of directors (the “Board”) from five (5) to seven (7) members. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has in good faith, having reviewed and approved the credentials of ▇▇▇▇▇▇▇ ▇. Pickup (the “First Nominee”), and ▇▇▇▇ ▇▇▇▇▇▇, the nominee mutually selected by Epicor and the ▇▇▇▇▇▇▇ Group (the “Second Nominee”), in exercising of its fiduciary duties, concluded that each such candidate has business experience in such areas as would reasonably be expected to enhance the Board, and determined, consistent with Epicor’s guidelines relating to director qualifications and Board composition, and determined to appoint the First Nominee and the Second Nominee to the Board (the “New Appointees”) to fill the vacancies on the Board to be created by increasing its size to seven (7) members. (b) If, at any time after the date hereof and during the term of this Agreement, any committee of the Board is formed, directed or authorized to evaluate, negotiate or approve any transaction involving a possible change in control of Epicor, the sale of all or substantially all or a material portion of the assets of Epicor or any other material transaction out of the ordinary course of business (such transaction, a “Transaction”), the Board will appoint the Second Nominee to serve on any such committee to the extent that the Second Nominee does not have a conflict of interest with respect to or a material interest in the Transaction. Without limiting the foregoing and subject to compliance with the board’s fiduciary responsibilities, Epicor also agrees that after the date hereof and during the term of this Agreement, all proposals received or developed by Epicor, including by its officers, which would constitute a Transaction, will be discussed, including a discussion of the strategy to be followed by Epicor with respect thereto, with the entire Board, including the Second Nominee, and the entire Board will be kept apprised on a current basis, of the state of such proposal and the views of all members of the Board will be solicited and all applicable committees of considered. (c) Subject to Sections 3(d) and 3(e), Epicor agrees that the Board will take all actions necessary and appropriate to: (1) subject to the acceptance by the New Appointees, as soon as reasonably practicable, but in any event no later than the close of business on February 24, 2009, appoint the New Appointees to the Board to fill the vacancies created by increasing the size of the board to seven (7) members; (2) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ the New Appointees as two (collectively, with any replacement director appointed pursuant to Section 3(b2) below as applicable (of the “Replacement Appointees,” board nominees nominated by the “2009 Settlement Directors”), Epicor Board for election to the Epicor Board of Directors in connection with Epicor’s 2009 annual meeting of stockholders, with terms expiring at Epicor’s 2010 annual meeting of stockholders; (3) recommend, and reflect such recommendation in Epicor’s definitive proxy statement in connection with Epicor’s 2009 annual meeting of stockholders, that the stockholders of Epicor vote to elect the New Appointees as directors of Epicor at the 2010 Annual Meeting 2009 annual meeting of stockholders; and (4) use reasonable efforts consistent with the efforts used to obtain proxies for the other than candidates nominated by the Board to obtain proxies in favor of the case election of such personthe New Appointees at Epicor’s refusal 2009 annual meeting of stockholders. (d) Epicor agrees that if, during the term of this Agreement, the First Nominee (i) refuses to serve or if such person serve, (ii) has committed an act that would be grounds for removal from the Board for cause or (iii) is removed for cause, in which case the Ramius Group will resigns, or is otherwise unable to serve, Epicor shall have the right discretion to appoint a substitute person to replace such First Nominee (any such replacement First Nominee appointed in accordance with the provisions of this clause (d) shall be referred to as the “Replacement First Nominee”), and such Replacement First Nominee shall be deemed the First Nominee for all purposes of this Agreement, or to reduce the size of the Board from seven (7) to six (6) members. (e) Epicor agrees that if, during the term of this Agreement, the Second Nominee (i) refuses to serve, (ii) has committed an act that would be grounds for removal from the Board for cause or (iii) is removed for cause, resigns, or is otherwise unable to serve, the ▇▇▇▇▇▇▇ Group shall designate and substitute another person or personsto replace such Second Nominee, subject to prompt reasonable evaluation and determination by the approval of Epicor’s Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties and determining that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with ActelEpicor’s guidelines relating to director qualifications and Board compositioncomposition (any such replacement Second Nominee selected and approved in accordance with this clause (e) shall be referred to as the “Replacement Second Nominee”), together with up to five (5) other persons to and the Replacement Second Nominee shall be included in Actel’s slate deemed the Second Nominee for all purposes of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”); (2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders of Actel vote to elect the 2009 Settlement Directors as directors of Actel at the 2010 Annual Meeting; (3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Directors at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; and (4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereofthis Agreement. (b) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. (cf) Each of the 2009 Settlement Directors New Appointees, upon election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors director of ActelEpicor. (d) Actel agrees that prior to the 2011 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws).