Form of Notice of Stock Option Grant and Non-Employee Stock Option Agreement



 Exhibit 10.110 
 NOTICE OF STOCK OPTION GRANT 
 under the 
 1987 MICROSEMI CORPORATION STOCK PLAN 
 You have been granted the following
Option to purchase Common Stock, par value $.20 per share, of Microsemi Corporation (the “Company”): 
  

			
	 Name of Grantee:
	  	«Grantee»
		
	 Total Number of Shares
 Subject to this Option:
	  	 «Total_Shares»

		
	 Type of Option:
	  	 Non-Qualified

		
	 Exercise Price Per Share:
	  	 «Exercise_Price»

		
	 Date of Grant:
	  	 «Date_of_Grant»

		
	 Date First Exercisable:
	  	 Exercisable as to 100% of the Shares subject to this Option commencing on the Date of Grant.


 The Purchase Price shall be payable in any of the following forms: (i) in United States
dollars and paid in cash, by certified check or by bank draft; (ii) shares of the Company’s Common Stock already owned by Grantee for a period of at least six (6) months surrendered in good form for transfer (such shares shall be valued at
their Fair Market Value on the date the Option is exercised); (iii) by the Company withholding from Grantee out of the Company’s Stock otherwise deliverable upon exercise a number of shares having a fair market value equal to the aggregate
Purchase Price (such shares shall be valued at their Fair Market Value on the date the Option is exercised), (iv) by cancellation of indebtedness of the Company to Grantee, equal to the amount of the Purchase Price; (v) by waiver of
compensation due or accrued to Grantee for services rendered, equal to the amount of the Purchase Price, or (vi) provided that a public market for the Company’s Stock exists, through a “same day sale” commitment from Grantee and
a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”), whereby Grantee irrevocably elects to exercise his Option and to sell a portion of the Company’s Stock so purchased to pay for the
exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Company Stock to forward the Purchase Price directly to the Company. 
 By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the 1987 Microsemi Corporation
Stock Plan, as amended, and the Stock Option Agreement, both of which are attached to and made a part of this document. 
  

									
	 GRANTEE:
	 		 	 MICROSEMI CORPORATION

					
	 Signature:
	 	  	 		 	 By:
	 	  
	 Name:
	 	 «Grantee»
	 		 	 Name:
 Title:
	 	 James J. Peterson
 President & CEO









 MICROSEMI CORPORATION 
 NONQUALIFIED STOCK OPTION AGREEMENT 
 UNDER THE 1987 MICROSEMI
CORPORATION STOCK PLAN 
 THIS NONQUALIFIED STOCK OPTION AGREEMENT is made effective as of the Date of Grant between MICROSEMI
CORPORATION, a Delaware corporation (the “Company”) and the Grantee. 
 WHEREAS, the Company desires, by affording the Grantee an
opportunity to purchase shares of its Common Stock (the “Stock”), pursuant to a non-qualified stock option, not intended to qualify as an ISO, to carry out the purposes of the 1987 Microsemi Corporation Stock Plan (the “Plan”);

 THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties have
agreed, and do hereby agree as follows: 
 Section 1. Grant of Option  
 On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Grantee on the Date of Grant the
right and option to purchase, at the Exercise Price, all or any portion of the number of Shares set forth in the Notice of Stock Option Grant (the “Option”). This Option is not intended to qualify as an ISO. 
 Section 2. Purchase Price  
 The Exercise Price represents not less than one hundred percent (100%) of the Fair Market Value per Share as of the Date of Grant. 
 Section 3. Medium of Payment  
 The Purchase Price shall be payable in any form of consideration described in the
Notice of Stock Option Grant, or in any combination thereof. The Company shall not be required to issue or permit transfer of Shares of the Company Stock upon exercise of a Stock Option until the Purchase Price is fully paid. 

	

  

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 Section 4. Option Term  
 (a) No part of the Option shall be exercised after six (6) years from the Date of Grant. 
 (b) This Option shall expire a specified time after the termination of the last to exist of any of the following relationships between the Grantee and
the Company (or its parent or any of its subsidiaries (if any) issuing or assuming a Stock Option in a transaction to which Section 424(a) of the Code applies): as a director, as an officer, or as an employee or other service provider or
consultant. If such status terminates for any reason whatsoever except for death or disability, any unexercised options which have become exercisable shall terminate three months after the date such status ceases. If a Grantee dies, or becomes
disabled within the meaning of Section 22(e) (3) of the Code, and such status terminates for such reason, the three-month period will be one year. Options which are not exercisable on the date of termination of such status shall be deemed
to have immediately expired. 
 (c) Notwithstanding any provisions of paragraph (b) of this Section 4 to the contrary, if the Option is
exercise of the Option following termination during the applicable time period set forth in paragraph (b) or sale during such period of the Shares acquired on exercise would violate any of the provisions of the federal securities laws (or any
Company policy related thereto), the time period to exercise the Option shall be extended until the later of (i) forty-five (45) days after the date that the exercise of the Option or sale of the Shares acquired on exercise would not be a violation
of the federal securities laws (or a related Company policy), or (ii) the end of the applicable time period set forth in paragraph (b). 
 Section 5. Time of Exercise  
 This Option, to the extent it has become exercisable, may be exercised at any time
or from time to time (so long as this Option has not expired), as to any part or all hereof; provided that this Option may not be exercised for a fraction of a share of Stock. 
 Section 6. Method of Exercise  
 (a) Each exercise of this Option shall be by written notice of exercise delivered to the President of the Company at its principal place of business specifying the number of shares of Stock to be purchased and accompanied by payment in a
manner described in Section 3 hereof. The notice shall be in substantially the form of the Notice of Exercise of Stock Option attached hereto. 
 (b) As soon as practicable after any exercise of this Option in accordance with the foregoing provisions, the Company shall, without transfer or issue tax to the Grantee, deliver certificate(s) to the Grantee representing the Stock as to
which this Option has been exercised. 
 Section 7. Non-Transferability  
 This Option, and all rights and privileges hereunder, shall be non-assignable and non-transferable by the Grantee, either voluntarily or by operation of
law (except by will or by operation of the laws of descent and distribution), shall not be pledged or hypothecated in any way, and shall be exercisable during Grantee’s lifetime only by Grantee. 
  

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 Section 8. Shares Authorizations, Consents, Etc.  
 The Company, during the term of this Option, will keep available the number of shares of Stock required to satisfy this Option. The Company will seek to
obtain from each regulatory commission or agency having jurisdiction, such authority as may be required to issue and sell Stock to satisfy the Option. Inability of the Company to obtain from any such regulatory commission or agency authority which
counsel for the Company deems necessary for the lawful issuance and sale of the Stock to satisfy the Option, shall relieve the Company from any liability for failure to issue and sell Stock to satisfy the Option until such time as that such
authority is obtained. 
 Section 9. Investment Representations  
 Grantee may be required, if it is deemed necessary in the opinion of counsel for the Company, to represent to the Company at the time of exercise that it
is his or her intention to acquire the Stock for his or her private investment only and not for resale or distribution to the public. The Company may stamp any certificates representing such Stock with a legend to the effect that such Stock has not
been registered under the Securities Act of 1933 and that the Stock may not be sold or transferred until so registered, or until an opinion of counsel satisfactory to the Company is received to the effect that such registration is not necessary. In
the event this Option and the Stock issued pursuant to this Option are registered under the Securities Act of 1933, as amended, then such investment representations and restrictive legends imposed pursuant to Federal securities law shall be
inapplicable with respect to such Stock. Nothing herein shall be deemed to obligate the Company to so register any of such Stock. 
 Section 10. Rights as Stockholder  
 The Grantee shall have no rights as a stockholder with respect to any Stock
covered by this Option until the certificate(s) representing such Stock shall have been issued and delivered to him or her. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Stock
certificate(s) are delivered to the Grantee. 
  

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 Section 11. Adjustments for Changes in Capital Structure  
 (a) If the Shares of the Company’s stock are increased, decreased, changed into or exchanged for a different number or kind of shares or other
securities of the Company pursuant to a reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, an appropriate and proportionate adjustment shall be made changing the number or kind of Shares allocated
to any unexercised portion of this Option; except that if such change results from a stock dividend, such adjustment shall only be made if the aggregate of all stock dividends paid by the Company (including the one causing the change) during the
one-year period ending at the close of business on the day the change occurs exceeds 5% of the Shares of the Company’s Stock as it was constituted at the beginning of such one-year period (and any such adjustment shall equal all such stock
dividends in the event that no adjustment was made for prior stock dividends during such year because such stock dividends aggregated less than such 5%). All adjustments shall be made without changing the aggregate Purchase Price applicable to the
unexercised portion of this Option, and therefore a corresponding adjustment shall be made in the Exercise Price for each Share covered by this Option. 
 (b) Upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, the Company shall use its best efforts but shall be
under no obligation, to cause the reorganization, merger or consolidation agreement to include a provision for the continuance of the Plan and for the assumption of this Option, or the substitution for this Option of new options covering the stock
of a successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number and kind of shares of Stock and prices, and if the reorganization, merger or consolidation agreement so provides, the Plan and this Option shall
continue in the manner and under the terms so provided in such agreement. Upon the dissolution or liquidation of the Company, or upon a sale of substantially all of its property, or a reorganization, merger or consolidation described in subparagraph
(a) above which does not include a provision for continuance of the Plan or assumption of this Option (“Terminating Transactions” herein), the Plan shall terminate forthwith, and this Option shall terminate. Notwithstanding the
preceding sentence, if as of immediately prior to the Terminating Transaction, Grantee would be entitled to exercise any unexercised portions of this Option, he or she shall have the right at such time immediately prior to the consummation of the
Terminating Transaction as the Company shall designate, to exercise this Option to the full extent provided herein. 
 Section 12.
Continuation of Relationship  
 Nothing herein shall confer upon Grantee any right to continue in any capacity with the Company or
any of its subsidiaries, or interfere in any way with the right of the Company or any such subsidiary (subject to the terms of any separate agreement to the contrary) at any time to terminate such relationship. 
  

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 Section 13. Tax Treatment and Withholding Taxes  
 The Company has the right to require Grantee or Grantee’s permitted successors in interest to pay the Company the amount of any taxes which the
Company may be required to withhold with respect to Option Shares. The Company expects that any difference between the Exercise Price and the Fair Market Value of a non-qualified option on the day of exercise will be treated as compensation by the
Internal Revenue Service and subject to withholding taxes on the date of exercise. 
 The foregoing is not intended to provide tax advice.
The Grantee should consult his or her own tax adviser. 
 Section 14. The Plan  
 The Option is subject to, and the Company and Grantee agree to be bound by, all of the terms and conditions of the Plan as the same shall be amended from
time to time in accordance with the terms thereof, but, without the consent of Grantee, no such amendment shall adversely affect the Grantee’s rights under this Option. Pursuant to the Plan, the Committee has the final authority to construe and
interpret the provisions of the Plan and this Option. A copy of the Plan in its present form is available for inspection by the Grantee during business hours at the principal office of the Company. 
 Section 15. Governing Law  
 This Agreement shall be subject to, and governed by, the laws of the State of California irrespective of the fact that one or more of the parties now is, or may become, a resident of a different state. 
 Section 16. Construction  
 In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted. 
 Section 17. Binding Effect  
 This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, executors, administrators, successors and assigns. 
  

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 Section 18. Definitions  
 “Agreement” shall mean this Nonqualified Stock Option Agreement. 
 “Code” shall mean the Internal Revenue Code of 1986, as amended. 
 “Date of Grant” shall
mean the date specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this Option or (ii) the first day of the Grantee’s service as a director of
the Company. 
 “Exercise Price” shall mean the amount for which one Option Share may be purchased upon exercise of this Option, as
specified in the Notice of Stock Option Grant. 
 “Notice of Stock Option Grant” shall mean the document so entitled to which this
Agreement is attached. 
 “Grantee” shall mean the individual named in the Notice of Stock Option Grant. 
 “Fair Market Value” shall mean the fair market value of a Share, as determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons. 
 “ISO” shall mean an incentive stock under Section 422 of the Code. 
 “Option Shares” shall mean the Shares acquired upon exercise of the Option. 
 “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this Option is being exercised.

 “Share” shall mean one share of Stock, as adjusted in accordance with Section 11 (if applicable). 
  

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 Employee Name & Address: 
 Date: 
 Ms. Debbie Weber 
 MICROSEMI CORPORATION 
 2381 Morse Avenue 
 Irvine, California 92614 
  

	RE:	STANDARD EXERCISE OF EMPLOYEE STOCK OPTION 

 Dear Ms. Weber: 
 Under the terms of the Microsemi Corporation Incentive Stock Option Agreement dated
                                        ,
I hereby present notice to exercise                      shares of the Company’s common stock at a price of
$                     per share. 
 I am enclosing a check in the amount of $____________ to cover full payment price of the shares to be purchased. 
  

	*** I	hereby agree to notify Microsemi Corporation of the sale amount, net of commission, within five (5) days after selling these shares, (for W-2 reporting purposes at the
end of the calendar year.) 

  

	
	 Sincerely,

	
	   
	 (Employee’s Signature)

	
	   
	 (Employee’s Social Security Number)

	
	 ACCEPTED BY:

	
	   
	 Debbie Weber
 MICROSEMI CORPORATION











 Microsemi Corporation 
 CASHLESS STOCK OPTION EXERCISE FORM AND INSTRUCTIONS 
 NOTE: Copy this form and complete one form for each Grant
Date being exercised. 
  

							
	 Client’s Name: 
	  	  	    	Date: 	  	  
				
	 Account Number: 
	  	  	    	SS #: 	  	  

  

					
	 Number of Shares to be Exercised
	  	  	    	Officers/Directors subject to Rule 144 ONLY. Please read and initial:
			
	 Exercise Price
	  	$                                      
                                	    	                I certify that I have mailed the necessary 144 papers (copy attached) to the
SEC prior to the submission of this exercise form. I have also faxed to the Broker a signed Seller’s Rep. Letter and copy of the 144 form. Both forms are required to sell MSCC shares. Contact the Broker for help with these
forms.
	 Date of Grant
	  	  	    
	 Expiration Date (10 years after Grant Date) 
	  	  	    
	 Total Exercise Cost (Shares x Price)
	  	$                                      
                              	    

 Execution Instructions to
                                        
     (“Broker”) (One Instruction line MUST be selected) 
  

					
	  ̈
	  	1.	  	Sell all shares upon exercise and approval of this application. You hereby grant the Broker time and price discretion in regards to the sale of your shares which is used to potentially maximize
execution price. Shares sold may be combined in the interest of fairness to employees submitting exercise forms on the same day and also, to help maximize the execution price for sellers on the same day. You will not be notified or contacted prior
to the sale of shares after receipt of this executed form by the Broker.
			
	  ̈
	  	2.	  	Sell ________ shares upon approval and receipt of this form. (Conditions and order handling as stated in “Selection One” apply). This option allows selling of shares necessary to at
least equal your exercise cost and thereby avoiding any margin balance in your account. NOTE: Holding Microsemi stock in your account on margin is not allowed per Microsemi policy). Any remaining shares will be held in your account at the Broker.
Additional orders to sell the balance can be sent to Broker. You are welcome to leave these fully paid for shares in your account without any time limit. Future sales of these shares may be restricted during Microsemi “black-out” periods,
as promulgated by Microsemi’s legal counsel, and which are subject to modification at any time.
			
	  ̈
	  	3.	  	I wish to place specific execution instructions on all of my shares and will contact the Broker promptly after submitting this form to Microsemi’s corporate office for processing. I
understand that I need to sell enough shares on the first day this approved form is received by the Broker to cover the exercise cost of my options.

 Typically, forms sent to Microsemi in early AM will usually be processed on the same day. However, it is the
policy of Microsemi that processing of option exercise forms may take up to 72 hours to complete. 
  

					
			
	   	 		 	   
			
	Client Signature I acknowledge and understand the instructions I have issued to the Broker and Microsemi on this form. I hereby authorize the Broker to provide relevant
information to Microsemi for W-2 reporting purposes (i.e., date, price & number of shares). I also authorize the Broker and its clearing agent, to journal the cost of the option exercise to the Microsemi Corporate account, held by the
Broker or the clearing agent.	 		 	DATE

 SECTION BELOW TO BE COMPLETED BY MICROSEMI REPRESENTATIVE 









 Registration Instructions: All shares must be free of restrictions and delivered within fifteen (15) business days (NYSE
Par. M, Sec 5) 
                  The Broker or its Clearing Agent
should send a DWAC request for the shares on:             . 
                  Shares will be registered in the name of:
                                        
                                . 
 In connection with the above notice of exercise, we hereby agree to arrange for delivery of the shares specified above, upon payment, by physical Delivery to the
following address:  
 Authorized Signature:                                  
                                        
                                        
                                        

Direct Correspondence To: DEBBIE WEBER – Microsemi Corporate Office FAX #: (949) 756-2602 
  

	***	 To CONFIRM RECEIPT of your request to exercise options, call DEBBIE WEBER at: (949) 221-7102.