Exhibit 10.75


 


LOCK-UP
AGREEMENT


 


This Lock-Up Agreement (this “Agreement”)
is made and entered into as of November 11, 2005, between Microsemi
Corporation, a Delaware corporation (“Parent”),
the undersigned stockholder and/or optionholder (“Holder”), and Advanced Power Technology, Inc., a Delaware
corporation (the “Company”). Terms
used herein and not defined herein shall have the meaning set forth in the
Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Holder is the registered owner of (1) such
number of issued and outstanding shares of Company Common Stock (the “Shares”) and (2) options to purchase
such number of shares of Company Common Stock (the “Options”), each as is indicated beneath Holder’s signature
on the last page of this Agreement; and


 


WHEREAS, pursuant to an Agreement and Plan of Merger
dated as of November 2, 2005, as may be amended from time to time (including
such amendments, herein called the “Merger
Agreement”) by and among Parent, APT Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Parent, and the Company, it is
proposed that Parent shall pay cash and issue shares of Parent Common Stock in
exchange for the Shares and assume the Options; and


 


WHEREAS, as a condition and inducement to Parent consummating
the Merger, Parent has required that Holder enter into this Agreement to serve
the general purpose of better aligning Holder’s financial interests with the
success of the transaction contemplated in the Merger Agreement.


 


 NOW, THEREFORE, for good and valuable
considerations, receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:


 


AGREEMENT


 


1. Agreement to Retain Shares.


 


(a) Transfer and
Encumbrance. Except as contemplated by the Merger Agreement, and except as
provided in Sections 1(b) and 2 below, during the period beginning on the
date hereof and ending on the earlier to occur of (i) ninety (90) days
following the Effective Date, and (ii) the Expiration Date (as defined
below), Holder agrees not to, directly or indirectly, (A) transfer (except
as may be specifically required by court order), sell, exchange, tender,
assign, contribute to the capital of any entity, or otherwise dispose of
(including by merger, consolidation or otherwise by operation of law) or
encumber the Shares or any New Shares (as defined below), including any shares
of Parent Common Stock received in exchange for such Shares pursuant to the Merger,
enter into any short sale with respect to the Shares or any New Shares, enter
into or acquire an offsetting derivative contract with respect to such Shares
or any New Shares, enter into or acquire a futures or forward contract to
deliver such Shares or any New Shares or enter into any other hedging or other
derivative transaction that has the effect of materially changing the economic
benefits and risks of ownership of the Shares or any New Shares, or to,
directly or indirectly, make any offer or agreement relating thereto, (B) grant
any proxies or powers of attorney, deposit any of such Shares or New Shares into
a voting trust or enter into a


 


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voting agreement with respect to any of such Shares
or New Shares, or enter into any agreement or arrangement providing for any of
the actions described in this clause, or (C) take any action that could
reasonably be expected to have the effect of preventing or disabling Holder
from performing Holder’s obligations under this Agreement, and Holder warrants
that it has not agreed to carry out any of the foregoing matters in relation to
the Shares or any New Shares; provided, however that,
notwithstanding the provisions of this Section 1(a), the Holder may provide
an irrevocable undertaking or other form of support agreement to Parent or
Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date
of termination of the Merger Agreement in accordance with the terms and
provisions thereof. During period from ninety (90) to one hundred eighty (180)
days following the Effective Date, the foregoing restriction applies to fifty
percent (50%) of the Shares and fifty percent (50%) of any News Shares, and
after one hundred eighty (180) days, the foregoing restriction does not apply.


 


(b) Permitted Transfers.
Section 1(a) shall not prohibit a transfer of Shares or New Shares by
Holder (i) if Holder is an individual (A) to any member of Holder’s
immediate family, or to a trust for the benefit of Holder or any member of
Holder’s immediate family, or (B) upon the death of Holder, or (ii) if
Holder is a partnership or limited liability company, to one or more partners
or members of Holder or to an affiliated Person under common control or common
management with Holder; provided, however, that any such transfer pursuant to
either clause (i) or (ii) of this Section 1(b) shall be
permitted only if, as a precondition to such transfer, the transferee agrees in
writing to be bound by all of the terms of this Agreement, or (iii) with
respect to Options under the Company Stock Option Plans, Holder may sell
New Shares upon or after exercise thereof pursuant to an effective Registration
Statement to be filed by Parent under the Securities Act of 1933 (the “Securities
Act”) provided also that such New Shares are sold in accordance with Parent’s Insider
Trading Policy and Rule 145 of the rules and regulations prescribed
by the Securities and Exchange Commission (“SEC”) pursuant to the Securities
Act (“Rule 145”).


 


(c) New Shares. Holder
agrees that New Shares (as defined below) shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares. The
term “New Shares” shall mean any and all shares of capital stock or interests
in shares or other securities of the Company or Parent, including any shares of
Parent Common Stock received in exchange for such Shares pursuant to the Merger
and/or received upon exercise of the Options assumed by Parent pursuant to the
Merger, that Holder purchases or with respect to which Holder otherwise
acquires registered or beneficial ownership after the date of this Agreement
and prior to the earlier to occur of (i) one hundred eighty (180) days
following the Effective Date and (ii) the Expiration Date.


 


2. Restrictions on Shares and New Shares


 


(a) General. Holder has
been advised that, as of the date hereof, Holder may be deemed to be an “affiliate” of the Company, as the term “affiliate” is defined for purposes of
paragraphs (c) and (d) of Rule 145. Holder will receive Parent
Common Stock in exchange for the Shares or New Shares. Notwithstanding anything
to the contrary set forth in this Section 2, the execution of this
Agreement should not be considered an admission on Holder’s part that
Holder is an “affiliate” of the Company,
nor as a waiver of any rights Holder may have to object to any claim that
Holder is such an affiliate on or after the date of this Agreement.


 


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(b) Holder
Representations; Restrictions on Transfer; Legends Holder represents, warrants
and covenants to Parent that in the event Holder receives any Parent Common
Stock upon consummation of the Merger:


 


(i) Holder shall not
make any sale, transfer or other disposition of the Parent Common Stock in
violation of the Securities Act.


 


(ii) Holder has
carefully read this Agreement and discussed the requirements of this Agreement
and other applicable limitations upon Holder’s ability to sell, transfer or
otherwise dispose of Parent Common Stock received in exchange for the Shares,
to the extent Holder has felt necessary, with Holder’s counsel.


 


(iii) Holder has been
advised that the issuance of Parent Common Stock in connection with the Merger
will be registered on a registration statement on Form S-4 promulgated
under the Securities Act (the “Registration
Statement”) and the resale of such Parent Common Stock may be
subject to restrictions set forth in Rule 145. Holder has been advised
that, because Holder may be deemed to be an “affiliate” of the Company, Holder may not sell,
transfer or otherwise dispose of the Parent Common Stock issued to Holder in the
Merger, unless (i) such sale, transfer or other disposition is made in
conformity with the limitations of Rule 145, (ii) such sale, transfer
or other disposition has been registered under the Securities Act or (iii) in
the opinion of counsel reasonably acceptable to Parent, such sale, transfer or
other disposition is otherwise exempt from registration under the Securities
Act.


 


(iv) Holder understands
and agrees that stop transfer instructions will be given to Parent’s transfer
agent with respect to the Parent Common Stock issued to directors, executive
officers and ten percent (10%) holders of any class of securities of the
Company (as of immediately prior to the Merger) and that there will be placed
on the certificates for the Parent Common Stock issued to directors, executive
officers and 10% holders of any class of securities of the Company (as of
immediately prior to the Merger), or any substitutions therefor, a legend
stating in substance: “THE SHARES
REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH
RULE 145.” If a sale or transfer is made prior to such legend
being removed pursuant to Section 2(c) below, certificates with the
above legend will be substituted by delivery of certificates without such
legend upon delivery of a declaration to Parent (the “Declaration”), which Declaration shall be reasonably satisfactory
in form and substance to Parent, that the requirements of Rule 145(d)(1) have
been complied with.


 


(v) Holder understands
and agrees that stop transfer instructions will be given to Parent’s transfer
agent with respect to the Parent Common Stock issued to Holder and there will
be placed on the certificates for the Parent Common Stock issued to Holder, or
any substitutions therefore, a legend, in addition to all other legends
necessary under applicable law, stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT DATED
NOVEMBER 11, 2005 AMONG THE REGISTERED HOLDER HEREOF, ADVANCED POWER
TECHNOLOGY, INC., AND MICROSEMI CORPORATION, A


 


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COPY OF WHICH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICES OF MICROSEMI CORPORATION.”


 


(c). Parent Representations.


 


(i) Parent hereby
agrees that, unless previously sold pursuant to the applicable requirements of Rule 145,
it is understood and agreed that certificates with the legend set forth in Section 2(b)(iv) above
will be substituted by delivery of certificates without such legend, and any
stop transfer instructions then in effect will be terminated, if (i) one (1) year
shall have elapsed from the date Holder acquired the Parent Common Stock
received in the Merger and the provisions of Rule 145(d)(2) are then
available to Holder, (ii) two (2) years shall have elapsed from the
date Holder acquired the Parent Common Stock received in the Merger and the
provisions of Rule 145(d)(3) are then available to Holder, or (iii) Parent
has received either an opinion of counsel, which opinion and counsel shall be
reasonably satisfactory to Parent, or a “no
action” letter obtained by Holder from the staff of the SEC, to the
effect that the restrictions imposed by Rule 145 under the Securities Act
no longer apply to Holder. For as long as resale of any shares of Parent Common
Stock owned by Holder are subject to Rule 145, Parent will use its reasonable
efforts to make all filings of the nature specified in paragraph (c)(1) of
Rule 144 under the Securities Act. Upon receipt of a properly completed
Declaration, Parent shall use its reasonable efforts to instruct its transfer
agent to deliver shares of Parent Common Stock without the legend set forth in Section 2(b)(iv) above
in accordance with the terms of the transfer set forth in the Declaration as
soon as practicable following receipt of such Declaration.


 


(ii) Parent hereby
agrees that it is understood and agreed that certificates with the legend set
forth in Section 2(b)(v) above will, to the extent required to enable
the shares represented by such certificate to be transferred by the holder
thereof, be substituted by delivery of certificates without such legend upon
the written request of the Holder if and to the extent the restriction in Section 1(a) shall
have lapsed. Upon receipt of any such written request, Parent shall use its
reasonable efforts to instruct its transfer agent to deliver shares of Parent Common
Stock without the legend set forth in Section 2(b)(v) above as soon
as practicable following receipt of such written request.


 


4. Representations, Warranties and Covenants of
Holder.


 


Holder hereby represents, warrants and covenants to Parent
that Holder (i) is the registered owner and, as set forth on the signature
page, beneficial owner, of the Shares and Options to purchase Company Common
Stock, if any, indicated below Holder’s signature on the signature page to
this Agreement, and (ii) is not the registered owner of any shares,
options or other securities in, or convertible into, share capital of the
Company, other than the Shares and the Options to purchase Company Common Stock,
if any, indicated below Holder’s signature on the last page of this
Agreement. Holder has the legal capacity, power and authority to enter into and
perform all of Holder’s obligations under this Agreement. This Agreement
has been duly and validly executed and delivered by Holder and constitutes a
valid and binding agreement of Holder, enforceable against Holder in accordance
with its terms, subject to (a) laws of general application relating to
bankruptcy, insolvency and the relief of debtors and (b) rules of law
governing specific performance, injunctive relief and other equitable remedies.


 


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5. Further Assurances


 


Holder shall perform such further acts and
execute such further documents and instruments as may reasonably be
required to vest in Parent the power to carry out and give effect to the
provisions of this Agreement.


 


6. Fiduciary Duties


 


Notwithstanding anything in this Agreement to the
contrary: (i) Holder makes no agreement or understanding herein in any
capacity other than in Holder’s capacity as a registered owner of the Shares
and, to the extent applicable, any New Shares, (ii) nothing in this
Agreement shall be construed to limit or affect any action or inaction by
Holder, or any officer, partner, member or employee, as applicable, of Holder,
serving on the Company’s Board of Directors acting in such person’s capacity as
a director or fiduciary of the Company, and (iii) Holder shall have no
liability to Parent or any its affiliates under this Agreement as a result of
any action or inaction by Holder, or any officer, partner, member or employee,
as applicable, of Holder, serving on the Company’s Board of Directors acting in
such person’s capacity as a director or fiduciary of the Company.


 


7. Miscellaneous


 


(a) Amendments and
Waivers. Any term of this Agreement may be amended or waived with the
written consent of the parties or their respective successors and assigns. Any
amendment or waiver effected in accordance with this Section 7(a) shall
be binding upon the parties and their respective successors and assigns.


 


(b) Governing Law. This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law.


 


(c) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one
instrument.


 


(d) Titles and
Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting
this Agreement.


 


(e) Notices. Any notice
or other communication required or permitted to be delivered to any party under
this Agreement shall be in writing and shall be deemed properly delivered,
given and received (i) when delivered by hand; (ii) on the day sent
by facsimile, provided that the sender has received confirmation of
transmission as of or prior to 5:00 p.m. local time of the recipient, on
such day; (iii) the first business day after sent by facsimile (to the
extent that (A) the sender has received confirmation of transmission after
5:00 p.m. local time of the recipient on the day sent by facsimile, or (B) notice
is sent on a day that is not a business day); or (iv) the third business day
after sent by registered mail or by courier or express delivery service, in
each case to the address or facsimile number set forth on the signature page to
this Agreement beneath the name of such party, or to such other address or
facsimile number as such party shall have specified in a written notice given
to the other party hereto).


 


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(f) Severability. If
one or more provisions of this Agreement are held to be invalid or
unenforceable under the applicable law of any jurisdiction, the parties agree
to renegotiate such provision in good faith, in order to maintain the economic
position enjoyed by each party as close as possible to that under the provision
rendered unenforceable. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii) the
balance of the Agreement shall be valid and enforceable in accordance with its
terms. Each provision of this Agreement is separable from any other provisions
of this Agreement, and each part of each provision of this Agreement is
severable from every other part of such provision.


 


(g) Specific
Performance. Each of the parties hereto recognizes and acknowledges that a
breach of any covenants or agreements contained in this Agreement will cause
Parent to sustain damages for which it would not have an adequate remedy at law
for money damages, and therefore each of the parties hereto agrees that in the
event of any such breach Parent shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which they may be entitled, at
law or in equity.


 


(h) Disclosure. Holder
hereby agrees to permit Parent and the Company to publish and disclose in the
Registration Statement (including all documents and schedules filed with the
SEC) and the Proxy Statement/Prospectus, and in any press release or other
disclosure document in which Parent or the Company reasonably determines in its
good faith judgment that such disclosure is required by law, including the rules and
regulations of the SEC, as appropriate, in connection with the Merger and any
transactions related thereto, such Holder’s identity and ownership of the
Shares and New Shares and the nature of the commitments, arrangements and
undertakings under this Agreement.


 


(i) Assignment. This Agreement shall not
be assigned without the prior written consent of the other party hereto, except
as provided in (j).


 


(j) Entire Agreement, etc. This Agreement (i) constitutes the
entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties both written and oral among the parties with
respect to the subject matter hereof, and (ii) shall not be transferable
or assignable by operation of law or otherwise and is not intended to create
any obligations to, or rights in respect of, any persons other than the parties
hereto; provided, that the Parent
may assign any of its rights and obligations hereunder to any of its
subsidiaries or to any other entity which may acquire all or substantially
all of the assets, shares or business of the Parent or any of its subsidiaries
or any entity with or into which the Parent or any of its subsidiaries may be
consolidated or merged.


 


(k)          Jurisdiction.
 Any legal action or proceeding with respect to
this Agreement may be brought in the superior courts of the State of
California sitting in Orange County, California or federal district courts of
the United States of America for the Central District of California and, by
execution and delivery of this Agreement, the parties hereby accept for
themselves and in respect of their property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The parties irrevocably consent to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the delivery of notice as provided in this Agreement, such
service to become effective thirty (30) days after such delivery.


 


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SIGNATURE


 


The parties have caused this Lock-up Agreement to be
duly executed on the date first above written.


 


	
  Microsemi
  Corporation

  	
  Advanced Power
  Technology, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ JAMES PETERSON

  	
   

  	
  By:

  	
  /s/ PATRICK SIRETA

  
	
  Name:

  	
   

  	
  James J. Peterson

  	
   

  	
  Name:

  	
   

  	
  Patrick P.H. Sireta

  
	
  Title:

  	
   

  	
  President &
  CEO

  	
   

  	
  Title:

  	
   

  	
  President &
  CEO

  
	
  Address

  	
   

  	
  2381 Morse Avenue

  	
   

  	
  Address

  	
   

  	
  405 S.W. Columbia St.

  
	
   

  	
   

  	
  Irvine, CA 92614

  	
   

  	
   

  	
   

  	
  Bend, OR 97702

  
	
  Telephone:

  	
   

  	
  (949) 221-7188

  	
   

  	
  Telephone:

  	
   

  	
  (541) 382-8028

  
	
  Fax:

  	
   

  	
  (949) 756-2087

  	
   

  	
  Fax:

  	
   

  	
  (541) 388-0364

  
	
  Email:

  	
   

  	
  jpeterson@microsemi.com

  	
   

  	
  Email:

  	
  patricks@advancedpower.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Optionholder/Stockholder

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ DAH WEN TSANG

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
  Dah Wen Tsang

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  VP of Engineering
  and R&D, Switching Power

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  60309 Tall Pine Ave. Bend, OR 97702

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  541-388-6825

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  541-383-4162

  	
   

  	
   

  	
   

  
	
  Email:

  	
   

  	
  dtsang@advancedpower.com

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shares of Company Common Stock

  	
   

  	
  Beneficially owned shares:

  
	
  owned of record:

  	
   

  	
  of Company Common Stock

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares

  	
   

  	
  Number of Shares

  
	
   

  	
   

  	
   

  	
   

  
	
  323,600

  	
   

  	
   

  	
  40,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Options to Purchase Shares of Company

  	
   

  	
   

  
	
  Common Stock

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  61,405

  	
   

  	
   

  	
   

  
																				



 


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