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



 Exhibit 10.109 
 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 Employee:	  	«First_Name» «Last_Name»
		
	 Total Number of Shares
 Subject to this Option:
	  	«M    Shares»
		
	Type of Option:	  	ISO for      Shares and NQSO for        Shares
		
	Exercise Price Per Share:	  	«Price_per_Share»
		
	Date of Grant:	  	«Grant_Date»

  

			
	 Dates First
 Exercisable:
	  	Until the first anniversary of the Date of Grant, this Option may not be exercised with respect to any of the Shares covered hereby.
		
		  	During the second year, this Option may be exercised as to not more than one-third of the total number of Shares covered hereby.
		
		  	During the third year, this Option may be exercised as to an additional one-third, but cumulatively not more than two- thirds of the total number of Shares covered hereby.
		
		  	On or after the third anniversary of the Date of Grant, this Option may be exercised up to one hundred percent of the total number of Shares covered hereby.

 The Purchase Price, and the amount of tax withholding, 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 (such shares shall be
valued at their Fair Market Value on the date the Option is exercised); or (iv) 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 at least the necessary portion of the Company’s Stock so purchased and whereby the NASD Dealer
irrevocably commits upon receipt of such Company Stock to forward payment in United States dollars directly to the Company.
  

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 By your signature and the signatures of the Company’s representatives 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 made a part of this document. 
  

					
	EMPLOYEE:	 	 	 	MICROSEMI CORPORATION
			
	 Signature:
	 	By:	 	
	 	 		 	 
	  	 		 	 
			
	 Name: «First_Name» «Last_Name»
	 	Name:	 	 James J. Peterson

			
		 	Title:	 	 President & CEO

			
		 	By:	 	
		 		 	 
			
		 	Name:	 	 David R. Sonksen

			
		 	Title:	 	 Executive Vice President, CFO,
 Treasurer and Secretary


  

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 MICROSEMI CORPORATION 
 STOCK OPTION AGREEMENT 
 UNDER THE 1987 MICROSEMI CORPORATION STOCK
PLAN 
 THIS STOCK OPTION AGREEMENT (“Agreement”) is made pursuant to an option grant notice (the “Notice of Stock
Option Grant”) attached hereto and incorporated into this Agreement by this reference, made as of the Date of Grant as set forth in the Notice of Stock Option Grant, between Microsemi Corporation, a Delaware corporation (the
“Company”) and the option holder (“Employee”), whose identity is as set forth in the Notice of Stock Option Grant. (Capitalized terms in the Notice of Option Grant attached hereto shall have the meanings ascribed to them in this
Agreement). 
 WHEREAS, the Company desires to carry out the purposes of the 1987 Microsemi Corporation Stock Plan (the “Plan”) by
affording the Employee an opportunity to purchase shares of the Company’s Common Stock (the “Stock”); and 
 WHEREAS, if and
to the extent provided in the Notice of Option Grant, this Option is intended to qualify as an ISO (as defined below); 
 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 Employee on the Date of Grant a 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”) to the extent exercisable as set forth in the Notice of Option Grant. If and to the extent this Option is granted pursuant to a Notice of Stock Option Grant that indicates that the Option is an Incentive Stock Option
(“ISO”), then this Option is intended to qualify as an ISO under Section 422 of the Code but shall constitute a non-qualified stock option to the extent that it fails in whole or in part to qualify as an ISO for any reason.

 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; or in the event that the Employee owns more than 10% of the total combined voting
power of all classes of stock of the Company, the Exercise Price represents not less than 110% of the Fair Market Value per Share at 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. 
 Section 4. Option Term  
 (a) No part of the Option shall be exercised after six (6) years from the Date of Grant, except in the event Employee owns at the Date of Grant more than 10% of the total combined voting power of the Company, in which case no part of
the Option may be exercised after five (5) years from the Date of Grant. 
  

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 (b) If for any reason whatsoever Employee ceases to be employed by the Company or any of its
subsidiaries, or by a company issuing or assuming an Option in a transaction to which Code Section 424(a) applies, then (I) any unexercised options which shall on or before the date of termination have become exercisable shall terminate
three months after the date of termination, except that if Employee dies, or becomes disabled within the meaning of Section 22(e) (3) of the Code, before this option is terminated, the three-month period will become one year; and (II) any
unexercised options which shall on or before the date of termination have not become exercisable shall terminate on the date of termination. 
 (c) A leave of absence (not in excess of three months) approved in writing by the Committee shall not be deemed a termination of employment for the purposes of this Agreement. Any leave of absence in excess of three months shall be
equivalent to a termination of employment. 
 (d) 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). 
 (e) Paragraph (d) of this Section 4 shall not apply, and shall be of no force or effect whatsoever, to any Option that at the date of termination is an ISO. 
 Section 5. Time of Exercise  
 The portion of this Option which 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 the
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 Employee, deliver certificate(s) to the Employee 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 Employee, 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 the Employee’s lifetime only by the Employee. 
 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. 
  

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 Section 9. Investment Representations  
 Employee 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 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 legend restrictions 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 Employee 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
Employee. 
 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 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 and results in a “Change of Control,” 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 Exercise Prices. 
 (c) 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 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, 

  

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and this Option shall terminate. Notwithstanding the preceding sentence, if as of immediately prior to the Terminating Transaction, Employee 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. 
 (d) Subject to Section 11(e), in the event of a Change in Control, each Option shall, at the discretion of the
Committee either (i) be canceled in exchange for a payment in cash of an amount equal the number of Shares covered by the Option multiplied by the excess, if any, of the fair value, as determined in good faith by the Board of Directors, of the
price paid per share of Common Stock in the Change in Control transaction over the Exercise Price and/or (ii) vest and become fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Option. 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. 
 (e) Notwithstanding Section 11(d), no cancellation, acceleration of exercisability, vesting, cash settlement or other payment provided in Section 11(d) shall occur with respect to an Option upon a Change in
Control if the Committee reasonably determines in good faith prior to the occurrence of the Change in Control that such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award, an
“Alternative Award”), by the Employee’s new employer (or the parent or a subsidiary of such new employer) immediately following the Change in Control, provided that such Alternative Award (i) is based on stock which is or will
be, within sixty (60) days after the Change in Control, traded on an established securities market; (ii) provides Employee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under
the Option; (iii) has substantially equivalent economic value to the Option (determined at the time of the Change in Control); and (iv) vests and becomes fully exercisable and transferable in the event that Employee’s employment is
involuntarily terminated or terminated by Employee following a material reduction in the Employee’s base salary or Employee’s incentive compensation opportunity or a material reduction in the Employee’s responsibilities, in any such
case without the Employee’s written consent. 
 Section 12. Continuation of Employment 
 Nothing herein shall confer upon Employee any right to continue in the employment of 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 employment agreement to the contrary) at any time to terminate such employment or increase or decrease the compensation of Employee from the rate in existence on
the Date of Grant. 
 Section 13. Tax Treatment and Withholding Taxes  
 The aggregate Fair Market Value (determined with respect to each ISO at the time such ISO is granted) of the Shares with respect to which ISOs are
exercisable for the first time by an option holder during any calendar year (under this Plan or any other plan of the Company) shall not exceed $100,000. Any portion exceeding this annual limit shall be a nonqualified stock option. Also, in order to
qualify as an ISO, the underlying Stock may not be sold within one (1) year from the date the Option is exercised and also may not be sold within two (2) years from the date the Option was granted. Also, in order to qualify as an ISO, the Option
must be granted to an employee of the Company or a parent or subsidiary corporation as of the Date of Grant. Further requirements apply, including without limitation that the Option exercise period may not be extended beyond that originally provided
herein. If the Option does not qualify as an ISO, or is subsequently disqualified by a disposition of the shares, the Company has the right to require Employee or Employee’s permitted successor in interest to pay the Company the amount of any


  

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taxes which the Company may be required to withhold with respect to such shares and the Employee shall be responsible for the additional taxes on the
Employee that result. The Company has the right to require Employee or Employee’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 of a nonqualified stock option and the Fair Market Value of a share of Common Stock 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 Employee should consult his or her own
tax advisor(s). 
 Section 14. The Plan  
 The Option is subject to, and the Company and Employee 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 Employee, no such amendment shall adversely affect the Employee’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 Employee 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. 
 Section 18. Definitions  
 “Agreement” shall mean this Stock Option Agreement. 
 “Change in Control” shall mean the occurrence of any of the following events: 
 (i)
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d 3 under said Act), directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities; 
 (ii) Consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approving a plan of complete liquidation of the
Company 

  

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or a consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets. 
 “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, or, if later, the later of (i) the date on which the Board of Directors or a committee thereof resolved to grant this
Option or (ii) the first day of the Employee’s service as a common-law employee of the Company, a parent or a subsidiary. 
 “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. 
 “Employee” 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 option under Section 422 of the Code.

 “NQSO” or “nonqualified stock option” shall mean an Option under the Plan that does not qualify as 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
                                     (the “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 the 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.