EX-10.1






ACTEL CORPORATION

JOHN C. EAST TRANSITION AGREEMENT




This Transition Agreement (“Agreement”) is made by and between Actel Corporation (the
“Company”), and John C. East (“Executive”).



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



WHEREAS, Executive is resigning from his positions as Chief Executive Officer and President
and as a member of the Board of Directors effective upon the start date of the Company’s successor
Chief Executive Officer; and



WHEREAS, Executive has agreed to provide consulting services to the Company following his
resignation and through August 2, 2011;



NOW THEREFORE, in consideration of the mutual promises made herein, the Company and Executive
(collectively referred to as “the Parties”) hereby agree as follows:



1. Termination of Employment. Executive hereby resigns his employment and membership
on the Board of Directors (the “Board”) effective upon the start date of the Company’s successor
Chief Executive Officer, which is expected to be in 2010 (the “Termination Date”). Except as
required by COBRA and similar laws, Executive shall not be eligible to participate in the Company’s
employee and fringe benefit plans once his employment terminates.



2. Employment Period. Executive agrees that, during the period commencing with the
signing of this Agreement by the Parties and ending on the Termination Date (the “Employment
Period”), he will continue to use his full business time and best efforts to fulfill his duties and
responsibilities as Chief Executive Officer and President. Subject to the Company providing
Executive with any severance benefits as required by this Agreement, nothing in this Agreement
changes the “at will” nature of Executive’s employment with the Company prior to the end of the
Employment Period. In the event that Executive’s employment terminates prior to the Termination
Date due to (a) his death, (b) his Disability (as defined herein), (c) a termination without Cause
by the Company, or (d) Executive’s voluntary termination for Good Reason (all as defined herein),
then subject to Executive or his estate Executive or his estate, as applicable, signing a release
of claims in favor of the Company in substantially the form attached hereto as Exhibit A (the
“Release”) and such release becoming effective within thirty days of the Termination Date,
Executive or his estate shall continue to receive payments, equity acceleration and the extension
of the post-termination exercise period of any then outstanding options the same as if Executive
had remained as a consultant through the end of the Consulting Period (as defined below). All
compensation and vesting otherwise due in such thirty-day period shall instead become due and
payable in arrears on the thirty-first day following the Termination Date.



For the purposes of this Agreement, “Cause” is defined as (i) any act of personal dishonesty
taken by the Executive in connection with his responsibilities as an employee and intended to
result in personal enrichment of the Executive, (ii) Executive’s commission of a felony, (iii) a
willful act by the Executive which constitutes gross misconduct and which is injurious to the
Company, and (iv) following delivery to the Executive of a written demand for performance from the
Company which describes the basis for the Company’s belief that the Executive has not substantially
performed his duties, continued violations by the Executive of the Executive’s obligations to the
Company which are demonstrably willful and deliberate on the Employee’s part.



For the purposes of this Agreement, “Disability” is defined as either of the following: (i)
Executive being unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to last for a continuous period of
not less than twelve (12) months; or (ii) Executive has been determined to be totally disabled by
the Social Security Administration.



For the purposes of this Agreement, “Good Reason” shall mean (i) without the Executive’s
express written or e-mailed consent, a significant reduction in the Executive’s duties, authority
or responsibilities, relative to the Executive’s duties, authority or responsibilities as in effect
immediately prior to such reduction; (ii)  a reduction by the Company in the base salary of the
Executive as in effect immediately prior to such reduction (except pursuant to a reduction
generally applicable to senior executives of the Company that does not exceed, individually or
cumulatively, a 10% reduction from the initial base salary);; (iii) a material reduction by the
Company in the kind or level of employee benefits, including bonuses, to which the Executive was
entitled immediately prior to such reduction with the result that the Executive’s overall benefits
package is significantly reduced (other than a reduction generally applicable to senior executives
of the Company); (iv) the relocation of the Executive to a facility or a location more than thirty
(30) miles from the Executive’s then present location, without the Executive’s express written or
e-mailed consent; or (v) the failure of the Company to obtain the assumption of this agreement by
any successors contemplated in Section 14 below; In addition, upon any such voluntary termination
for Good Reason the Executive must provide notice to the Company of the existence of the one or
more of the above conditions within 90 days of its initial existence and the Company must be
provided at least 30 days to remedy the condition.



3. Consulting Duties. In the period commencing with the Termination Date and
terminating on August 2, 2011 (the “Consulting Period”), Executive agrees to provide ongoing
consulting advice, at mutually agreed upon and convenient times, as needed by the Company.
Executive’s consulting duties shall include: (i) assisting the Company’s new Chief Executive
Officer (ii) such other duties as are reasonably requested of Executive by the Company’s new Chief
Executive Officer or the Company’s Board.



4. Compensation During the Employment Period. During the Employment Period, Executive
shall continue to be compensated at his current base salary of $422,000 per year (the “Base
Salary”). At the end of the Employment Period, all of Executive’s stock options with an exercise
price in excess of $16 per share shall terminate and become without further force and effect (the
“Cancelled Options”).



5. Compensation During the Consulting Period. All compensation below shall be
conditioned upon the Executive signing the Release and such Release becoming effective within
thirty days of the Termination Date. All compensation and vesting otherwise due in such thirty-day
period shall instead become due and payable in arrears on the thirty-first day following the
Termination Date.



(a) Cash Compensation. During the Consulting Period, Executive shall be paid a
monthly consulting fee at the same monthly rate as his Base Salary. Moreover, if Executive does
not otherwise receive a 2010 annual bonus, Executive shall be eligible to receive a 2010 annual
bonus equal to the greater of (a) the annual bonus Executive would have received had Executive
remained employed as Chief Executive Officer and President through the date upon which the 2010
annual bonus is paid, subject to attaining the performance milestones established by the
Compensation Committee of the Board under the Company’s Key Employee Incentive Plan, or (b) 13.6%
of his Base Salary. Executive shall be eligible to receive, at the end of the Consulting Period, a
pro-rated annual bonus for 2011 equal to 58 % of his 2010 annual bonus payout; e.g., if Executive’s
2010 annual bonus payout is $100,000, Executive’s 2011 annual pro-rated bonus payout will equal
$58,000.



(b) Equity Compensation. During the Consulting Period, all of Executive’s stock
options (other than the Cancelled Options) and restricted stock units shall continue to vest on the
same schedule as if Executive had remain employed with the Company. At the end of the Consulting
Period, the remaining unvested stock options and restricted stock units shall have their vesting
accelerated 100%. At the end of the Consulting Period, all of Executive’s then outstanding stock
options shall have their post-termination exercise period adjusted to the earlier of (i) the
original maximum term of the stock option, or (ii) the two-year anniversary of the Termination
Date.



(c) Premature Termination of Consulting Period. In the event that during but prior to
the end of the Consulting Period Executive materially breaches his obligations under this
Agreement, the Consulting Period shall terminate prior to the end of the Consulting Period, and
Executive shall not receive further cash payments, equity vesting, or the extension of the
post-termination exercise period of the then outstanding stock options. In the event of
Executive’s death or Disability prior to the end of the Consulting Period, Executive (or his
estate) shall continue to receive payments, equity acceleration and the extension of the
post-termination exercise period of any then outstanding options the same as if Executive had
remained as a consultant through the end of the Consulting Period.



6. Termination of Management Continuity Agreement. Executive’s Management Continuity
Agreement is hereby terminated and without further force and effect.



7. Conditional Nature of Consulting Payments and Equity Compensation Benefits.



(a) Noncompete. Executive acknowledges that the nature of the Company’s business is
such that if Executive were to become employed by, or substantially involved in, the business of a
competitor of the Company during the Consulting Period, it would be very difficult for Executive
not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the
inevitable disclosure of the Company’s trade secrets and confidential information, Executive agrees
and acknowledges that Executive’s right to receive the consulting payments and equity compensation
benefits set forth in Section 5 (to the extent Executive is otherwise entitled to such payments)
shall be conditioned upon Executive not directly or indirectly engaging in (whether as an employee,
consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or
otherwise), nor having any ownership interested in or participating in the financing, operation,
management or control of, any person, firm, corporation or business in competition with the Company
during the Consulting Period and for a period of eighteen (18) months afterwards. Notwithstanding
the foregoing, Executive may, without violating this Section 7, own, as a passive investment,
shares of capital stock of a publicly-held corporation that engages in competition with the Company
where the number of shares of such corporation’s capital stock that are owned by Executive
represent less than two percent of the total number of shares of such corporation’s capital stock
outstanding.



(b) Non-Solicitation. During the Consulting Period and for a period of eighteen (18)
months afterwards, Executive agrees and acknowledges that right to receive or retain the consulting
payments and equity compensation benefits set forth in Section 5 (to the extent Executive is
otherwise entitled to such payments) shall be conditioned upon Executive not either directly or
indirectly soliciting, inducing, recruiting or encouraging an employee to leave his or her
employment with the Company. Notwithstanding the foregoing, the Company agrees that Executive may
provide references upon the request of departing Company employees without violating this Section
7(b).



(c) Understanding of Covenants. Executive represents that he (i) is familiar with the
foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations
hereunder, including, without limitation, the reasonableness of the length of time, scope and
geographic coverage of these covenants.



(d) Remedy for Breach. Upon any breach of this section by Executive, all consulting
payments and benefits pursuant to this Agreement shall immediately cease and any stock options and
restricted stock units then held by Executive shall immediately terminate and be without further
force and effect, and that shall be the sole remedy available to the Company for such breach,
except that the Company may pursue injunctive relief for breach of the non-solicit and in the event
of such breach shall be entitled to recovery of consulting payments and benefits (including related
equity gains) previously provided to Executive.



8. Internal Revenue Code Section 409A.



(a) Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation
Payments (as defined below) that becomes payable under this Agreement by reason of Executive’s
termination of employment with the Company (or any successor entity thereto) will be made unless
such termination of employment constitutes a “separation from service” within the meaning of
Section 409A of the Internal Revenue Code (the “Code”), and any final regulations and Internal
Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Executive is a
“specified employee” of the Company (or any successor entity thereto) within the meaning of Section
409A on the date of Executive’s termination (other than a termination due to death), then the
severance payable to Executive, if any, under this Agreement, when considered together with any
other severance payments or separation benefits that are considered deferred compensation under
Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the
first six (6) months following Executive’s termination of employment, shall be delayed until the
first payroll date that occurs on or after the date that is six (6) months and one (1) day after
the date of the termination, when they shall be paid in full. Notwithstanding anything herein to
the contrary, if Executive dies following his termination but prior to the six (6) month
anniversary of his termination, then any payments delayed in accordance with this paragraph will be
payable in a lump sum as soon as administratively practicable after the date of Executive’s death.
Each payment and benefit payable under this Agreement is intended to constitute a separate payment
for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.



(b) Any amounts paid under this Agreement that satisfy the requirements of the “short-term
deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute
Deferred Compensation Separation Payments for purposes of clause (ii) above.



(c) The foregoing provisions are intended to comply with the requirements of Section 409A so
that none of the severance payments and benefits to be provided hereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. The Company and Executive agree to work together in good faith to consider amendments to
this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to
avoid imposition of any additional tax or income recognition prior to actual payment to Executive
under Section 409A.



9. Costs. Except as noted in the following sentence, the Parties shall each bear
their own costs, expert fees, attorneys’ fees and other fees incurred in connection with this
Agreement. The Company agrees to pay or reimburse Executive’s reasonable legal fees in connection
with entering into this Agreement up to a maximum of $5,000.



10. No Representations. Executive represents that he has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement. Neither party has relied upon any representations or statements made
by the other party hereto which are not specifically set forth in this Agreement.



11. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision.



12. Arbitration.



(a) General. The Parties agree that any and all controversies, claims, or disputes
with anyone (including the Company and any employee, officer, director, shareholder or benefit plan
of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting
from this Agreement or the termination of Executive’s service with the Company, including any
breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set
forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05
(the “Rules”) and pursuant to California law. Disputes which Executive agrees to arbitrate,
and thereby agrees to waive any right to a trial by jury, include any statutory claims under state
or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of
1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the
California Labor Code, claims of harassment, discrimination or wrongful termination and any
statutory claims. Executive further understands that this Agreement to arbitrate also applies to
any disputes that the Company may have with Executive.



(b) Procedure. Executive agrees that any arbitration will be administered by the
American Arbitration Association (“AAA”) and that a neutral arbitrator will be selected in
a manner consistent with its National Rules for the Resolution of Employment Disputes. The
arbitration shall be held in Santa Clara County, California. The arbitration proceedings will
allow for discovery according to the rules set forth in the National Rules for the Resolution of
Employment Disputes or California Code of Civil Procedure. Executive agrees that the arbitrator
shall have the power to decide any motions brought by any party to the arbitration, including
motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any
arbitration hearing. Executive agrees that the arbitrator shall issue a written decision on the
merits. Executive also agrees that the arbitrator shall have the power to award any remedies,
including attorneys’ fees and costs, available under applicable law. Executive understands the
Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except
that Executive shall pay the first $200.00 of any filing fees associated with any arbitration
Executive initiates. Executive agrees that the arbitrator shall administer and conduct any
arbitration in a manner consistent with the Rules and that to the extent that the AAA’s National
Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules shall take
precedence.



(c) Remedy. Except as provided by the Rules, arbitration shall be the sole, exclusive
and final remedy for any dispute between Executive and the Company. Accordingly, except as provided
for by the Rules, neither Executive nor the Company will be permitted to pursue court action
regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the
authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not
order or require the Company to adopt a policy not otherwise required by law which the Company has
not adopted.



13. Entire Agreement. This Agreement, along with the Proprietary Information
Agreement previously entered into by and between the Company and Executive, the Indemnification
Agreement by and between the Company and Executive, and the agreements relating to Executive’s
Equity Compensation (as modified hereby) represent the entire agreement and understanding between
the Company and Executive concerning Executive’s transition, termination and consulting
arrangements with the Company.



14. Successors and Binding Agreement. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, including,
without limitation, any successor due to a Change in Control, as defined herein) to the business or
all or substantially all of the assets of the Company, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent the Company would be required to perform
if no such succession had taken place. This Agreement will be binding upon and inure to the
benefit of the Company and any successor to the Company, including, without limitation, any persons
directly or indirectly acquiring the business or all or substantially all of the assets of the
Company in a transaction constituting a Change in Control (and such successor shall thereafter be
deemed the “Company” for the purpose of this Agreement), but will not otherwise be assignable,
transferable or delegable by the Company. This Agreement will inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.



For the purposes of this Agreement “Change of Control” is defined as the occurrence of any of
the following events: (i) any merger or consolidation that results in the voting securities of the
Company, outstanding immediately prior thereto representing (either by remaining outstanding or by
being converted into voting securities of the surviving or acquiring entity) less than 50% of the
combined voting power of the voting securities of the Company, or such surviving or acquiring
entity outstanding immediately after such merger or consolidation; (ii) any sale of all or
substantially all of the assets of the Company,; (iii) the complete liquidation or dissolution of
the Company; or (iv) the acquisition of “beneficial ownership” (as defined in Rule 13d-3 under the
Exchange Act) of securities of the Company, representing 50% or more of the combined voting power
of the Company‘s then outstanding securities (other than through a merger or consolidation or an
acquisition of securities directly from the Company) by any “person,” as such term is used in
Sections 13(d) and 14(d) of the Exchange Act, other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company.



15. No Oral Modification. This Agreement may only be amended in writing signed by
Executive and the Chairman of the Compensation Committee of the Company.



16. Governing Law. This Agreement shall be governed by the internal substantive laws,
but not the choice of law rules, of the State of California.



17. Effective Date. This Agreement is effective immediately after it has been signed
by both Parties.



18. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.



19. Voluntary Execution of Agreement. This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties, with the full intent of
releasing all claims. The Parties acknowledge that:



(a) They have read this Agreement;



(b) They have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such
counsel;



(c) They understand the terms and consequences of this Agreement and of the releases it
contains;



(d) They are fully aware of the legal and binding effect of this Agreement.



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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth
below.



	 	 	 
	Dated: February 2, 2010
	 	/s/ James Fieberger

	 	 	 

	 	 	James Fieberger

	Dated: February 2, 2010
	 	/s/ John East

	 	 	 

	 	 	John C. East







EXHIBIT A




ACTEL CORPORATION/JOHN C. EAST




RELEASE OF CLAIMS




This Release of Claims (“Agreement”) is made by and between Actel Corporation (the “Company”),
and John C. East (“Employee”).



WHEREAS, Employee has agreed to enter into a release of claims in favor of the Company upon
certain events specified in the Transition Agreement by and between Company and Employee (the
“Agreement”).



NOW THEREFORE, in consideration of the mutual promises made herein, the Parties hereby agree
as follows:



1. Termination. Employee’s employment from the Company terminated on      
(the “Termination Date”).



2. Confidential Information. Employee shall continue to maintain the confidentiality
of all confidential and proprietary information of the Company and shall continue to comply with
the terms and conditions of the Proprietary Information Agreement by and between Employee and the
Company. Employee shall return all the Company property and confidential and proprietary
information in his possession to the Company on the Effective Date of this Agreement.



3. Payment of Salary. Employee acknowledges and represents that the Company has paid
all salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due to
Employee.



4. Release of Claims. Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee by the Company. Employee, on
behalf of himself, and his respective heirs, family members, executors and assigns, hereby fully
and forever releases the Company and its past, present and future officers, agents, directors,
employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents,
predecessor and successor corporations, and assigns, from, and agrees not to sue or otherwise
institute or cause to be instituted any legal or administrative proceedings concerning any claim,
duty, obligation or cause of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that he may possess arising from any omissions, acts or facts
that have occurred up until and including the Effective Date of this Agreement including, without
limitation,



(a) any and all claims relating to or arising from Employee’s employment relationship with the
Company and the termination of that relationship;



(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual
purchase of shares of stock of the Company, including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law,
and securities fraud under any state or federal law;



(c) any and all claims for wrongful discharge of employment; termination in violation of
public policy; discrimination; breach of contract, both express and implied; breach of a covenant
of good faith and fair dealing, both express and implied; promissory estoppel; negligent or
intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent
or intentional interference with contract or prospective economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of
privacy; false imprisonment; and conversion;



(d) any and all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair
Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section
201, et seq. and section 970, et seq. and all amendments to each such Act as well as the
regulations issued thereunder;



(e) any and all claims for violation of the federal, or any state, constitution;



(f) any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination; and



(g) any and all claims for attorneys’ fees and costs.



Employee agrees that the release set forth in this section shall be and remain in effect in all
respects as a complete general release as to the matters released. This release does not extend to
any severance obligations due Employee under the Agreement. Nothing in this Agreement waives
Employee’s rights to indemnification or any payments under any fiduciary insurance policy, if any,
provided by any act or agreement of the Company, state or federal law or policy of insurance.



5. Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is
waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967
(“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree
that this waiver and release does not apply to any rights or claims that may arise under the ADEA
after the Effective Date of this Agreement. Employee acknowledges that the consideration given for
this waiver and release Agreement is in addition to anything of value to which Employee was already
entitled. Employee further acknowledges that he has been advised by this writing that (a) he
should consult with an attorney prior to executing this Agreement; (b) he has at least
twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following
the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall
not be effective until the revocation period has expired; and (e) nothing in this Agreement
prevents or precludes Employee from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or
costs for doing so, unless specifically authorized by federal law. Any revocation should be in
writing and delivered to the Vice-President of Human Resources at the Company by close of business
on the seventh day from the date that Employee signs this Agreement.



6. Civil Code Section 1542. Employee represents that he is not aware of any claims
against the Company other than the claims that are released by this Agreement. Employee
acknowledges that he has been advised by legal counsel and is familiar with the provisions of
California Civil Code 1542, below, which provides as follows:



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.



Employee, being aware of said code section, agrees to expressly waive any rights he may have
thereunder, as well as under any statute or common law principles of similar effect.



7. No Pending or Future Lawsuits. Employee represents that he has no lawsuits,
claims, or actions pending in his name, or on behalf of any other person or entity, against the
Company or any other person or entity referred to herein. Employee also represents that he does
not intend to bring any claims on his own behalf or on behalf of any other person or entity against
the Company or any other person or entity referred to herein.



8. Application for Employment. Employee understands and agrees that, as a condition
of this Agreement, he shall not be entitled to any employment with the Company, its subsidiaries,
or any successor, and he hereby waives any right, or alleged right, of employment or re-employment
with the Company.



9. No Cooperation. Employee agrees that he will not counsel or assist any attorneys
or their clients in the presentation or prosecution of any disputes, differences, grievances,
claims, charges, or complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or
other court order to do so.



10. No Admission of Liability. Employee understands and acknowledges that this
Agreement constitutes a compromise and settlement of disputed claims. No action taken by the
Company, either previously or in connection with this Agreement shall be deemed or construed to be
(a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or
admission by the Company of any fault or liability whatsoever to the Employee or to any third
party.



11. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees
and other fees incurred in connection with this Agreement.



12. Arbitration. The Parties agree that any and all disputes arising out of the terms
of this Agreement, their interpretation, and any of the matters herein released, including any
potential claims of harassment, discrimination or wrongful termination shall be subject to binding
arbitration, to the extent permitted by law, as specified in the Agreement.



13. Authority. Employee represents and warrants that he has the capacity to act on
his own behalf and on behalf of all who might claim through him to bind them to the terms and
conditions of this Agreement.



14. No Representations. Employee represents that he has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement. Neither party has relied upon any representations or statements made
by the other party hereto which are not specifically set forth in this Agreement.



15. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision.



16. Entire Agreement. This Agreement, along with the Proprietary Information
Agreement and Employee’s written equity compensation agreements with the Company, represents the
entire agreement and understanding between the Company and Employee concerning Employee’s
separation from the Company.



17. No Oral Modification. This Agreement may only be amended in writing signed by
Employee and the CEO of the Company.



18. Governing Law. This Agreement shall be governed by the internal substantive laws,
but not the choice of law rules, of the State of California.



19. Effective Date. This Agreement is effective eight (8) days after it has been
signed by both Parties.



20. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.



21. Voluntary Execution of Agreement. This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties hereto, with the full
intent of releasing all claims. The Parties acknowledge that:



(a) They have read this Agreement;



(b) They have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such
counsel;



(c) They understand the terms and consequences of this Agreement and of the releases it
contains;



(d) They are fully aware of the legal and binding effect of this Agreement.



IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth
below.



Actel Corporation



	 	 	 
	Dated: , 20      

	 	By
	 

	 	 
	
 
	 	John C. East, an individual
	Dated: , 20     

	 	

	 

	 	 







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