0001193125-08-241206 Sample Contracts

EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • November 21st, 2008 • Microsemi Corp • Semiconductors & related devices • California

THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”) dated as of , 200 is made by and between (“Executive”) and MICROSEMI CORPORATION, a Delaware corporation (“Company”).

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SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 21st, 2008 • Microsemi Corp • Semiconductors & related devices

This Second Amendment to Revolving Credit Agreement (this “Amendment”) is entered into as of September 25, 2008, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Microsemi Corporation (“Parent”), Microsemi Corp. – Power Products Group, Microsemi Corp. – Analog Mixed Signal Group, a Delaware corporation (fka Microsemi Corp. – Integrated Products), Microsemi Corp. – Massachusetts and Microsemi Corp. – Scottsdale (each, a “Borrower” and collectively with Parent, “Borrowers”).

AMENDED AND RESTATED AGREEMENT
And Restated Agreement • November 21st, 2008 • Microsemi Corp • Semiconductors & related devices • California

THIS AMENDED AND RESTATED AGREEMENT dated as of November 10, 2008 (this “Agreement”) is made by and between James J. Peterson (“Executive”) and MICROSEMI CORPORATION, a Delaware corporation (“Company”). This Agreement amends and restates in its entirety that certain Agreement by and between the Company and Executive dated as of January 12, 2001 (the “Prior Agreement”).

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