Exhibit 10.1


 


SEPARATION
AGREEMENT


 


This Agreement by and between David R. Sonksen, an individual (“Mr. Sonksen”) and Microsemi Corporation (“Employer”) provides for the termination of
Mr. Sonksen as an employee of Employer and shall have an Effective Date of March 31, 2008.


 


1.0                                 In consideration by the parties hereof to the
mutual acceptance of the terms and conditions set forth herein the parties
mutually agree as follows:


 


2.0                                 From
March 31, 2008 through October 2, 2009, Mr. Sonksen will be placed in a consultant/employee
status (Consulting Period).


 


3.0                                 Mr. Sonksen hereby agrees to the following:


 


3.1           During the Consulting Period, he shall not
solicit, initiate contact, or respond to any contact that leads to, causes, or
results in the hiring of any employee of the Employer, and shall not encourage
any employees of the Employer to resign from the Employer.


 


3.2                                 At any time after the Effective Date, to refrain
from any negative communications, either written, verbal, or by any other
media, pertaining to his employment with Employer, his termination of
employment or to this Agreement. Employer agrees to the same limitations
regarding negative communication concerning Mr. Sonksen.


 


3.3                                 During the Consulting Period, he shall not
consult, advise, work for, accept employment or provide consulting services or
other personal services that are or could be perceived as, a conflict of
interest with those of the Employer and to be bound by the Microsemi Code of
Ethics in all matters including provisions relating to service on the board of
directors of other companies.


 


4.0                                 The Employer hereby agrees to the following:


 


4.1                                 During the Consulting Period, the Employer agrees
to provide and pay Mr. Sonksen the benefits and funds specified in Section 7.0
hereof.


 


4.2                                 During the Consulting Period, the Employer
further agrees to retain Mr. Sonksen in a consulting status for the primary
purpose of assisting the Employer, as reasonably needed, with special projects
as the parties agree that Mr. Sonksen’s experience and knowledge may be
beneficial.


 


1

















 


5.0                                 Mr. Sonksen agrees to return all company
property, notebooks, equipment, badge, keys, documents, records and any other material
belonging to Employer, regardless of whether they are located in his office,
his home or some other location to which he has access, and to remove all
personal belongings from his office by the Termination Date whether the
termination is Accelerated as provided in Section 8.0 or Scheduled as provided
in Section 6.0.


 


6.0                                 Unless terminated as provided in Section 8.0 (the
“Accelerated Termination Date”)  the parties hereto agree that on October
2, 2009, Mr. Sonksen shall be deemed
terminated (the “Scheduled Termination Date”),
and whether termination is Accelerated or Scheduled, no further action on the
part of either party shall be required to effect such termination.


 


7.0                                 In consideration of the mutual rights and
obligations herein set forth, the parties agree as follows:


 


7.1                                 During the 
Consulting Period , Mr. Sonksen
shall be available to consult no more than thirty (30) hours per month at the
company’s headquarters location or a mutually agreed upon location, and shall
receive payments equal to 100% of
the weekly salary Mr. Sonksen was earning as of the Effective Date.


 


7.1.1                        Should Mr. Sonksen be asked and agree to provide
additional consulting support beyond thirty (30) hours a month, he will be paid
at a rate of $100 an hour.


 


7.2                                 During the Consulting Period, Mr. Sonksen will
receive the above mentioned pay together with benefits normally provided
regular employees of the Employer including:


 


7.2.1                        Executive Medical, dental, and life insurance coverage.


 


7.2.2                        Employer 401(k) contribution and matching.


 


7.3                                 The vesting of any Microsemi Corporation Stock Options
granted to Mr. Sonksen will continue during the Consulting Period until the
Accelerated or Scheduled Termination Date. On the Scheduled Termination Date,
the Employer will provide Mr. Sonksen with vesting of any unvested restricted
stock and stock options from restricted stock and stock option grants he has
been awarded. The exercise period for all vested options shall expire ninety
days after the Accelerated or Scheduled Termination Date, or earlier per the
terms of the Stock Option Agreement under which they were issued. All terms and
conditions specified in such Stock Option Agreements shall remain in full force
and effect.


 


2

















 


7.4                                 In December 2008, the Employer will pay Mr. Sonksen
a one-time payment for his “partial year” participation in the FY 2008
Microsemi Management Incentive Bonus. No further payments under this plan will
be paid to Mr. Sonksen. Mr. Sonksen will receive payment in December 2007 for
his participation in the FY 2007 Microsemi Management Incentive Bonus.


 


7.5                                 On March 31, 2008, Mr. Sonksen will receive $16,500
one-time payment as a car allowance benefit.


 


7.6                                 On March 31, 2008, Mr. Sonksen will receive a
one-time payment of his then existing vacation balance as full and final payment
due on outstanding vacation.


 


7.7                                 On or before March 31, 2008, Mr. Sonksen will
receive a one-time payment in the amount of $3,000 representing an income tax
planning allowance.


 


7.8                                 All payments contemplated hereby shall be subject
to and payable net all required tax withholdings.


 


8.0                                 The
benefits specified in Section 7 above shall
continue to be provided as long as Mr. Sonksen provides the
consulting support specified in Section 7.1 above. Should (a) Mr. Sonksen not
be able to provide the consulting support specified above or (b) should Mr. Sonksen
provide written notice to Employer that he is not able to provide the
consulting support specified above or (c) should Mr. Sonksen be terminated for
cause, the Consulting Period shall be deemed terminated and the date thereof
shall be deemed the “Accelerated Termination
Date.”  For purposes of this
Agreement, “for cause” means: (a)
Gross dereliction of duties, or (b) Gross violation of the Company’s policies,
or any action by Mr. Sonksen that brings the Employer into disrepute.


 


8.1                                 As
of the Scheduled or Accelerated Termination Date no further payments or
benefits will be provided under the terms of this agreement.


 


8.2                                 In case of Mr. Sonksen’s
death or permanent disability during the Consulting Period, all remaining cash
payment described in Sections 7.1 (to the Scheduled Termination Date), 7.4, 7.5
and 7.6 would be paid as a lump sum.


 


9.0                                 As of the Effective Date hereof, Mr. Sonksen shall not be eligible to receive the
following benefits:


 


9.1                                 Any bonus or commission distributions, except as
stated in Section 7.4.


 


3

















 


9.2                                 Grants of new Microsemi Corporation stock options
or Restricted Stock Awards


 


9.3                                 Participation in any incentive or merit
compensation program.


 


9.4                                 Benefits beyond those normally provided to other
Microsemi Corporation employees.


 


9.5                                 Continued vacation accruals.


 


9.6                                 Any further car allowance.


 


10.0         Mr. Sonksen voluntarily and knowingly releases
the Employer and its subsidiaries and divisions, their respective directors,
officers, employees and agents from any claims of any nature, whether now known
or later becoming known, arising from his employment or termination of
employment with the Employer, including without limitation, any violation of
any federal or state law, common law, court decision, ruling or regulation
prohibiting, or creating a cause of action for, termination of employment or
discrimination in employment on the basis of age, sex, race, disability status,
workers’ compensation retaliatory discharge, or otherwise. Without limiting the
waiver and release of claims, rights and causes of action contained in the
foregoing Section, this Agreement specifically waives and releases any and all
rights or claims Mr. Sonksen may have under Title VII of the Civil Rights Act
of 1962, as amended, under the Age Discrimination in Employment Act of 1967, as
amended, the Older Workers Benefit Protection Act or under any California State
Law or regulation, including but not limited to the Fair Employment and Housing
Act, the California Labor Code or any Department of Fair Employment and Housing
regulation. This Agreement does not waive or release (a) any rights or claims
that Mr. Sonksen may have under the Age Discrimination in Employment of Act of
1967, as amended, which arise after the Effective Date and unrelated to this
agreement or (b) rights under COBRA, or (c) all claims or rights Mr. Sonksen
has to enforce the terms of this Agreement, (d) the agreements referred to
herein that survive this Agreement and the Indemnification Agreement dated May
5, 2003 between the Employer and Mr. Sonksen.


 


11.0         Except as specified in Section 13.0 and 16.0, the
Employer on its behalf and on the behalf of its subsidiaries and divisions,
their respective directors, officers, employees and agents releases Mr. Sonksen
and his representatives, successors, estate and heirs from any claims of any
nature, whether known or unknown, either at law and/or in equity, existing or
contingent, that Employer ever had, now has, or can, shall, or may have, by
reason of, on account of, or arising out of any matter or things that have
happened, developed or occurred before the Effective Date of this Agreement,
including but not in limitation of, the foregoing general terms, any and all suits
in tort or contract and any and all


 


4

















 


claims,
asserted or unasserted, arising from Mr. Sonksen’s performance as an employee
of Employer prior to the Effective Date of this Agreement.


 


12.0                           The parties to this Agreement hereby expressly
waive and relinquish all rights and benefits under Section 1542 of the California Civil Code that provides:


 


“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.”


 


The parties further waive and
relinquish all similar rights and benefits which they have or may have under
any law, rule or regulation of any jurisdiction, within or outside the United
States to the fullest extent that they may lawfully waive or relinquish such
rights and benefits.


 


13.0         Mr.
Sonksen acknowledges that he has had access to sensitive and proprietary
information of Employer of the nature addressed in the Employee Invention and
Confidentiality Agreement executed on April 3, 1986 (Confidentiality Agreement).
Mr. Sonksen further acknowledges that, per the terms of the Confidentiality Agreement,
his obligation to preserve as confidential all such proprietary technical and
business information survives his employment and the termination of employment
with Employer, and Mr. Sonksen agrees to abide by such obligations and all
other obligations imposed by law, the Confidentiality Agreement or any similar
agreements.


 


14.0         The
terms of the “Agreement by and between  MICROSEMI
CORPORATION and David R. Sonksen, dated January 12, 2001(CIC Agreement) shall
remain in effect during the Consulting Period. Mr. Sonksen will retain rights,
benefits and privileges granted by the January 12, 2001 CIC Agreement for a
Company termination without cause should there be a change in control as
defined by the CIC Agreement during the Consulting Period, provided such
benefits and privileges exceed those provided under this agreement.


 


15.0         This Agreement may be amended only by a written
document executed by Mr. Sonksen and an executive officer of the Employer which
references this Agreement and expressly states that it is intended to modify or
amend specific terms or conditions contained herein.


 


16.0         This
Agreement, and the terms hereof, shall be considered Confidential Information,
and shall not be disclosed to any third party without the prior written
approval of the parties hereto, except to the extent that disclosure is
required by law. Any violation of this provision shall constitute a material
breach of this Agreement by the disclosing party.


 


5

















 


17.0         This Agreement was presented to Mr. Sonksen on November 9, 2007. Mr. Sonksen has twenty-one (21) calendar days in which to accept this
Agreement. If Mr. Sonksen executes and delivers this Agreement prior to the
expiration of twenty-one days after this Agreement in its final form is presented
to him, Mr. Sonksen hereby fully and knowingly waives and relinquishes his
right to further review this Agreement prior to accepting it. If Mr. Sonksen accepts
this Agreement and later changes his mind, Mr. Sonksen has seven (7) calendar days from the date of
his acceptance hereof to revoke his original decision by giving notice in
writing to the Employer, which will thereby rescind this Agreement.


 


18.0         This Agreement shall be governed by and construed
in accordance with the laws of the State of California. In that this is a legal
agreement, Mr. Sonksen is advised to consult his personal attorney should he
have any questions or wish to do so. This Agreement is intended by the parties
as a final expression of their agreement and as a complete and exclusive
statement of its terms. This Agreement shall supersede all prior
understandings, oral and written, between the parties, except the  confidentiality restrictions referenced in
section 13.0 which shall remain in full force and effect. This Agreement may not be used as evidence in any subsequent proceeding
of any kind except one in which one of the parties alleges a breach of the
terms of this Agreement.


 


19.0         The parties agree to attempt to settle any
dispute arising out of this Agreement, the execution thereof or in connection
therewith, through friendly consultation and negotiation in the spirit of
mutual cooperation, and if settlement cannot be reached within a reasonable
time, then the dispute shall first be submitted to a mutually acceptable
neutral advisor for Non-Binding Mediation. Neither party shall unreasonably
withhold acceptance of such advisor, and selection thereof shall be made within
forty-five (45) days after written notice by one party requesting such
Mediation. Any Mediation fee shall be payable by Employer. If any Party commences Binding Arbitration
without first attempting to resolve the matter through Mediation, then in the
discretion of the Mediator, that Party shall not be entitled to recover
attorneys’ fees, even if they would otherwise have been available to that
Party. Any disputes arising hereunder, which the parties cannot resolve
in good faith within three (3) months of the date of the written request for
Mediation, shall be submitted to the Judicial Arbitration and Mediation
Services (“JAMS”) for Binding Arbitration in
accordance with its rules and procedures. Each party shall be responsible for
all costs associated with the preparation and representation by attorneys, or
any other persons retained thereby, to assist in connection with any such Arbitration.
However, all costs charged by JAMS shall be payable by Employer. Although this
Agreement is made and is to be performed to a substantial extent in Orange
County, California, the parties may mutually agree that their respective
performance hereunder may be in and upon other sites. The parties further agree
that the venue for Mediations and Arbitrations shall be Orange County, California, and the provisions of the Evidence
Code of California shall be applicable to all statements and admissions made, and


 


6

















 


all
documents prepared, in connection with such Mediations and Arbitrations. Each
party shall be responsible for all its own costs associated with the
preparation and representation by attorneys, or any other persons retained
hereby, to assist in connection with any such Mediations and Arbitrations.


 


20.0         The
parties agree that the Arbitral Award shall be final and binding upon both
parties. During Mediation and Arbitration, the terms and conditions of this
Agreement shall be executed continuously by both parties except for matters in
dispute.


 


21.0         Each
of the parties shall execute such further documents and shall perform such
further deeds and acts as reasonably requested by the other party as may be reasonably
necessary to carry out or effectuate the terms and conditions of this Agreement.
Without limiting the foregoing, each of Mr. Sonksen and Employer agrees to
execute and deliver, on each of the Effective Date and the Scheduled
Termination Date (or, if applicable, the Accelerated Termination Date), a
Mutual Release Agreement containing releases substantially in the form of those
contained in Sections 10.0, 11.0 and 12.0 and mutually releasing any claims
against the other (other than with respect to their respective obligations
under this Agreement) through
the date of such delivery.


 


22.0         Mr.
Sonksen acknowledges that he has read and understands every word of this
Agreement; that he is of sound mind and not acting under any disability, duress
or undue influence; that he has entered into this Agreement freely and
voluntarily; that he has had full opportunity to consult legal counsel and
secure independent advice and consultation concerning this Agreement and any
right or liabilities that he may be relinquishing, including the discontinuance
of benefits.


 


23.0         In
the event that any provisions of this Agreement are determined to be invalid or
unenforceable, the unenforceable or invalid provisions shall be deemed severed
from this Agreement, and the remaining provisions of this Agreement shall
remain binding and in full force and effect.


 


AGREED TO AND ACCEPTED:


 


	
  David R. Sonksen,

  	
  James J. Peterson,

  
	
  Executive
  Vice President &

  	
  Chief
  Executive Officer & President

  
	
  Chief
  Financial Officer

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David R.
  Sonksen

  	
   

  	
  By: 

  	
  /s/ James J.
  Peterson

  	
   

  
	
   

  	
   

  
	
  Date Signed:

  	
  11/14/07

  	
   

  	
  Date Signed:

  	
  11/14/07

  	
   

  
										



 


7