Actel Corp Sample Contracts

Actel Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ACTEL CORPORATION (November 5th, 2010)

This corporation is authorized to indemnify agents of the corporation, including without limitation, directors and officers, to the fullest extent permissible under California law.

Actel Corp – AMENDED AND RESTATED BYLAWS OF ACTEL CORPORATION, a California corporation (November 5th, 2010)
Actel Corp – AGREEMENT AND PLAN OF MERGER among MICROSEMI CORPORATION, ARTFUL ACQUISITION CORP. and ACTEL CORPORATION Dated as of October 2, 2010 (October 4th, 2010)

AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2010 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), Artful Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Actel Corporation, a California corporation (the “Company”).

Actel Corp – FIRST AMENDMENT to the PREFERRED STOCK RIGHTS AGREEMENT between ACTEL CORPORATION and WELLS FARGO BANK, N.A. (October 4th, 2010)

This First Amendment (the “First Amendment”) to the Preferred Stock Rights Agreement is made and entered into as of October 2, 2010 between ACTEL CORPORATION, a California corporation (the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as Rights Agent (the “Rights Agent”).

Actel Corp – TENDER AND SUPPORT AGREEMENT (October 4th, 2010)

TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 2, 2010 by and among MICROSEMI CORPORATION, a Delaware corporation (“Parent”), ARTFUL ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain shareholders of ACTEL CORPORATION, a California corporation (the “Company”), listed on Annex I (each, a “Shareholder”).

Actel Corp – AMENDED AND RESTATED BYLAWS (July 29th, 2010)
Actel Corp – 2010 Key Employee Incentive Plan: Executive (July 29th, 2010)

The bonus pool will be based on ten percent (10%) of “non-GAAP Profit Before Tax (PBT)” if achievement is more than 70% of planned “non-GAAP PBT”, and the bonus pool will be based on five percent (5%) of “non-GAAP PBT” if achievement is between 50% and 70% of planned “non-GAAP PBT”. “Non-GAAP PBT” is defined by the annual operating plan. For the purposes of calculating the Incentive Plan bonus pool for FY 2010, the following items will be excluded from the “GAAP PBT” calculation to determine “non-GAAP PBT”: (1) stock based compensation, (2) restructuring expenses, (3) Pigeon Point amortization of intangibles and retention bonuses, and (4) additional costs associated with the CEO search and any duplicate compensation (the new CEO in FY 2010). The Compensation Committee may, at its discretion, adjust the calculation of “non-GAAP PBT” (for the purpose of calculating Incentive Plan bonuses) either up or down due to an extraordinary event. Such adjustment will only be made after due conside

Actel Corp – SUBLEASE (March 15th, 2010)

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of February 18, 2010, and is made by and between Actel Corporation, a California corporation (“Sublessor”), and LinkedIn Corporation, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:

Actel Corp – AGREEMENT (March 15th, 2010)

THIS AGREEMENT (“Agreement”), dated as of March 9, 2010, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

Actel Corp – ACTEL CORPORATION JOHN C. EAST TRANSITION AGREEMENT (February 4th, 2010)

WHEREAS, Executive is employed by the Company as its Chief Executive Officer and President and is a member of the Board of Directors;

Actel Corp – ACTEL CORPORATION MAURICE E. CARSON EMPLOYMENT AGREEMENT (August 14th, 2009)

This Agreement is entered into as of August 17, 2009 (the “Effective Date”) by and between Actel Corporation (the “Company”), and Maurice E. Carson (“Executive”).

Actel Corp – ACTEL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN Amended and Restated as of April 23, 2009 (August 5th, 2009)
Actel Corp – 2009 Key Employee Incentive Plan: Executive (July 23rd, 2009)

The bonus payout will be based on two variables reflecting corporate financial performance: “GAAP Revenue” and “non-GAAP Profit Before Tax”. “GAAP Revenue” and “non-GAAP PBT” are as defined by the annual operating plan. For FY 2009, the following items will be excluded from the GAAP PBT calculation to determine “non-GAAP PBT”: (1) stock based compensation, and (2) restructuring expenses. The Compensation Committee may, at its discretion, adjust the calculation of Revenue or of non-GAAP PBT (for the purpose of calculating Incentive Plan bonuses) either up or down due to an extraordinary event. Such adjustment will only be made after due consideration of the cause of the event and the degree of management influence over the event.

Actel Corp – AGREEMENT (March 12th, 2009)

THIS AGREEMENT (“Agreement”), dated as of March 6, 2009, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

Actel Corp – AMENDED AND RESTATED BYLAWS (March 12th, 2009)
Actel Corp – ACTEL CORPORATION 1986 EQUITY INCENTIVE PLAN Amended and Restated Effective January 31, 2008 (May 14th, 2008)
Actel Corp – IN RE ACTEL DERIVATIVE LITIGATION This Document Relates To: ALL ACTIONS Case No. C-06-05352-JW NOTICE OF PENDENCY AND SETTLEMENT OF DERIVATIVE ACTION AND OF SETTLEMENT HEARING (April 29th, 2008)

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court, Northern District of California, San Jose Division, (the “Court”), that a proposed settlement (the “Settlement”) has been reached between the parties in the above-captioned derivative litigation (the “Action”) brought on behalf of Actel, now pending in the Court, subject to Court approval, which would fully, finally and forever resolve the Action on the terms and conditions summarized in this Notice.

Actel Corp – 2008 Key Employee Incentive Plan: Executive (March 17th, 2008)

The bonus payout will be based on two variables reflecting corporate financial performance: “non-GAAP Revenue” and “non-GAAP Profit Before Tax”. “Non-GAAP Revenue” and “non-GAAP PBT” are as defined by the annual operating plan. For FY 2008, the following items will be excluded from the GAAP PBT calculation to determine “non-GAAP PBT”: (1) stock based compensation, and (2) any residual expense for the stock option investigation. Extraordinary events affecting financial performance will be discussed with the Compensation Committee before determining the financial performance used in the Incentive Plan Calculations.

Actel Corp – ASSET PURCHASE AGREEMENT (January 22nd, 2008)

This ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of March 16, 2007 (the “Effective Date”) by and between Actel Corporation, a California corporation with a place of business at 2061 Stierlin Court, Mountain View, CA 94043 (“Actel” or “Buyer”), and BTR, Inc., a Nevada corporation with a place of business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“BTR”), and Advantage Logic Inc, a California corporation with a place of business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“ALI” and, together with BTR, “BTR/ALI”), and, solely as to Sections 1 (Definitions), 6 (Representations and Warranties of BTR/ALI and the Officers), 8 (Non-Assertion Covenant), 9 (Additional Obligations of the Parties), 12 (Limitation on Liability), and 13 (Miscellaneous), Benjamin Ting, Peter Pani, and Richard Abraham (collectively, the “Officers”). The Parties hereby agree as follows:

Actel Corp – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (March 22nd, 2007)

The parties to the above captioned arbitration (this “Arbitration”), Actel Corporation (“Actel”) and BTR, Inc. (“BTR”), may seek discovery of documents, information or other materials which contain or relate to confidential, proprietary or trade secret information of another party or of a third party;

Actel Corp – ASSET PURCHASE AGREEMENT (March 22nd, 2007)

This ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of March 16, 2007 (the “Effective Date”) by and between Actel Corporation, a California corporation with a place of business at 2061 Stierlin Court, Mountain View, CA 94043 (“Actel” or “Buyer”), and BTR, Inc., a Nevada corporation with a place of business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“BTR”), and Advantage Logic Inc, a California corporation with a place of business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“ALI” and, together with BTR, “BTR/ALI”), and, solely as to Sections 1 (Definitions), 6 (Representations and Warranties of BTR/ALI and the Officers), 8 (Non-Assertion Covenant), 9 (Additional Obligations of the Parties), 12 (Limitation on Liability), and 13 (Miscellaneous), Benjamin Ting, Peter Pani, and Richard Abraham (collectively, the “Officers”). The Parties hereby agree as follows:

Actel Corp – 2006 Key Employee Incentive Plan: Executive (August 11th, 2006)

The bonus payout will be based on two variables reflecting corporate financial performance: “non-GAAP Revenue” and “non-GAAP Profit Before Tax”. “Non-GAAP Revenue” and “non-GAAP PBT” are as defined by the annual operating plan. Extraordinary events affecting financial performance will be discussed with the Compensation Committee before determining the financial performance used in the Incentive Plan Calculations.

Actel Corp – ACTEL CORPORATION (December 5th, 2005)

It is expected that Actel Corporation from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to employees and can cause such employees to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of these employees, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

Actel Corp – ACTEL CORPORATION 1986 EQUITY INCENTIVE PLAN Amended and Restated Effective June 3, 2005 (August 12th, 2005)
Actel Corp – ACTEL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN Amended and Restated as of April 22, 2005 (August 12th, 2005)
Actel Corp – ACTEL CORPORATION Q1 2005 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (650) 318-4445 For Release: April 26, 2005 @ 1:30 P.M. PT ACTEL ANNOUNCES FIRST QUARTER 2005 FINANCIAL RESULTS Mountain View, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $44.0 million for the first quarter of 2005, up 4 percent from the first quarter of 2004 and up 9 percent from the fourth quarter of 2004. Pro-forma net income, which excludes acquisition-related amortization and other non-recurring items, was $2.0 million for the first quarter of 2005 compared with $3.2 million fo (April 26th, 2005)

Three Months Ended ----------------------------------------------- Apr. 3, Apr. 4, Jan. 2, 2005 2004 2005 -------------- ------------- ------------- Net revenues............................................................ $ 43,984 $ 42,153 $ 40,256 Costs and expenses: Cost of revenues..................................................... 17,916 16,497 20,864 Research and development............................................. 11,617 10,663

Actel Corp – ACTEL CORPORATION Q4 2004 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (650) 318-4445 For Release: February 1, 2005 @ 1:15 P.M. PST ACTEL ANNOUNCES FOURTH QUARTER 2004 FINANCIAL RESULTS Mountain View, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $40.3 million for the fourth quarter of 2004, down 1 percent from the fourth quarter of 2003 and up 2 percent from the third quarter of 2004. For the full fiscal year, net revenues were $165.5 million, up 10 percent from fiscal 2003. Pro-forma net income, which excludes acquisition-related amortization and othe (February 1st, 2005)

Three Months Ended Fiscal Year Ended -------------------------------------- ------------------------ Jan.2, Jan.4, Oct.3, Jan. 2, Jan.4, 2005 2004 2004 2005 2004 -------------------------------------- ------------------------ Net revenues................................ $ 40,256 $ 40,555 $ 39,439 $ 165,536 $ 149,910 Costs and expenses: Cost of revenues......................... 20,864 15,335 16,036 70,451 59,734 Research and development................. 11,160 10,004 11,959 45,360 39,602 Selling, general, and

Actel Corp – ACTEL CORPORATION Q2 2004 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (650) 318-4445 For Release: July 21, 2004 @ 1:15 P.M. PDT ACTEL ANNOUNCES SECOND QUARTER 2004 FINANCIAL RESULTS Mountain View, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $43.7 million for the second quarter of 2004, up 19 percent from the second quarter of 2003 and 4 percent from the first quarter of 2004. Pro-forma net income, which excludes acquisition-related amortization and other non-operating items, was $3.2 million for the second quarter of 2004 compared with $2.0 million i (July 21st, 2004)

Three Months Ended Six Months Ended -------------------------------------- ------------------------ Jul. 4, Jul. 6, Apr. 4, Jul. 4, Jul. 6, 2004 2003 2004 2004 2003 -------------------------------------- ------------------------ Net revenues.................................. $ 43,688 $ 36,609 $ 42,153 $ 85,841 $ 70,950 Costs and expenses: Cost of revenues........................... 17,054 14,584 16,497 33,551 29,313 Research and development................... 11,578 9,851 10,663 22,241 19,364 Selling,

Actel Corp – ACTEL CORPORATION Q1 2004 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (650) 318-4445 For Release: April 23, 2004 @ 1:00 P.M. PST ACTEL ANNOUNCES FIRST QUARTER 2004 Mountain View, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $42.2 million for the first quarter of 2004, up 23 percent from the first quarter of 2003 and 4 percent from the fourth quarter of 2003. Pro-forma net income, which excludes acquisition- related amortization and other non-operating items, was $3.2 million for the first quarter of 2004, up 251 percent from the first quarter of 2003 a (April 23rd, 2004)

Three Months Ended ----------------------------------------------- Apr. 4, Apr. 6, Jan. 4, 2004 2003 2004 -------------- ------------- ------------- Net revenues................................................. $ 42,153 $ 34,341 $ 40,555 Costs and expenses: Cost of revenues.......................................... 16,497 14,729 15,335 Research and development.................................. 10,663 9,513 10,004 Selling, general, and administrative..................................

Actel Corp – ACTEL CORPORATION Q4 2003 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (650) 318-4445 For Release: January 22, 2004 @ 1:00 P.M. PST ACTEL ANNOUNCES FOURTH QUARTER AND FISCAL YEAR RESULTS Mountain View, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $40.6 million for the fourth quarter of 2003, up 19 percent from the fourth quarter of 2002 and 6 percent from the third quarter of 2003. For the full fiscal year, net revenues were $149.9 million, up 12 percent from fiscal 2002. Pro-forma net income, which excludes acquisition-related amortization and other n (January 22nd, 2004)

Three Months Ended Fiscal Year Ended -------------------------------------- ------------------------ Jan. 4, Jan. 5, Oct. 5, Jan. 4, Jan. 5, 2004 2003 2003 2004 2003 ---------- ---------- ---------- ---------- ---------- Net revenues................................ $ 40,555 $ 34,103 $ 38,405 $ 149,910 $ 134,368 Costs and expenses: Cost of revenues......................... 15,335 13,512 15,086 59,734 52,935 Research and development................. 10,004 10,135 10,234 39,602 39,349 Selling,

Actel Corp – ACTEL CORPORATION Q3 2003 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (650) 318-4445 For Release: October 22, 2003 @ 1:00 P.M. PDT ACTEL ANNOUNCES THIRD QUARTER RESULTS Mountain View, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $38.4 million for the third quarter of 2003, up 17 percent from the third quarter of 2002 and 5 percent from the second quarter of 2003. Pro-forma net income, which excludes acquisition-related amortization and other non-operating items, was $2.6 million for the third quarter of 2003, up 46 percent from the third quarter of 20 (October 22nd, 2003)

Three Months Ended Nine Months Ended -------------------------------------- ------------------------ Oct. 5, Oct. 6, Jul. 6, Oct. 5, Oct. 6, 2003 2002 2003 2003 2002 ---------- ---------- ---------- ---------- ---------- Net revenues.................................. $ 38,405 $ 32,912 $ 36,609 $ 109,355 $ 100,265 Costs and expenses: Cost of revenues........................... 15,086 13,683 14,584 44,399 39,423 Research and development................... 10,234 9,575 9,851 29,598 29,214 Selling,

Actel Corp – ACTEL CORPORATION Q2 2003 EARNINGS RELEASE Contact: Jon Anderson, Actel Corporation (408) 522-4445 For Release: July 23, 2003 @ 1:00 P.M. PDT ACTEL ANNOUNCES SECOND QUARTER RESULTS Sunnyvale, Calif. - Actel Corporation (NASDAQ: ACTL) today announced net revenues of $36.6 million for the second quarter of 2003, up 7 percent from both the second quarter of 2002 and the first quarter of 2003. Pro-forma net income, which excludes acquisition-related amortization and other non-operating charges, was $2.0 million for the second quarter of 2003, down 2 percent from the second quarter of 2002 and up 1 (July 23rd, 2003)

Three Months Ended Six Months Ended --------------------------------------- ------------------------- Jul. 6, Jul. 7, Apr. 6, Jul. 6, Jul. 7, 2003 2002 2003 2003 2002 ---------- ---------- ---------- ---------- ----------- Net revenues................................ $ 36,609 $ 34,293 $ 34,341 $ 70,950 $ 67,353 Costs and expenses: Cost of revenues......................... 14,584 12,956 14,729 29,313 25,740 Research and development................. 9,851 9,902 9,513 19,364 19,639 Sel

Actel Corp – OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 27th day of February, 2003, by and between CA-SHORELINE TECHNOLOGY PARK LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and ACTEL CORPORATION, a California corporation ("Tenant"). I. Basic Lease Information. A. "Building 2051" shall mean the building located at 2051 Stierlin Court, Mountain View, California and commonly known as Shoreline Technology Park Building 8. "Building 2061" shall mean the building located at 2061 Stierlin Court, Mountain View, California and commonly kno (April 7th, 2003)

----------------------------- -------------------------- --------------------- --------------------- Annual Rate Annual Monthly Period Per Square Foot Base Rent Base Rent ----------------------------- -------------------------- --------------------- --------------------- Months 1 - 15 $14.76 $2,337,275.52 $194,772.96 ----------------------------- -------------------------- --------------------- --------------------- Months 16 - 27 $15.20 $2,406,950.40 $200,579.20 ----------------------------- -------------------------- --------------------- --------------------- Months 28 - 39 $15.66

Actel Corp – ACTEL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN Amended and Restated as of May23, 2003 [subject to shareholder approval] The following constitute the provisions of the 1993 Employee Stock Purchase Plan of Actel Corporation. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan, according (April 7th, 2003)
Actel Corp – Development Agreement - hereinafter referred to as "Agreement" by and between Infineon Technologies AG a corporation duly incorporated under the laws of Germany, having offices at St.-Martin-Str. 53, 81541 Munchen, Germany - hereinafter referred to as "Infineon" and Actel Corporation a corporation duly incorporated under the laws of California, having offices at 955 East Arques Avenue, Sunnyvale, CA 94086-4533, USA - hereinafter referred to as "Actel" - - both hereinafter referred to as "Parties" or one as "Party" - on the Joint Development of C11FL Products Preamble WHEREAS, Infineon is engag (April 7th, 2003)