**Exhibit 10.75**

 

**LOCK-UPAGREEMENT**

 

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

 

**RECITALS**

 

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

 

WHEREAS, pursuant to an Agreement and Plan of Mergerdated as of November 2, 2005, as may be amended from time to time (includingsuch amendments, herein called the *“MergerAgreement”*) by and among Parent, APT Acquisition Corp., a Delawarecorporation and wholly-owned subsidiary of Parent, and the Company, it isproposed that Parent shall pay cash and issue shares of Parent Common Stock inexchange for the Shares and assume the Options; and

 

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

 

 NOW, THEREFORE, for good and valuableconsiderations, receipt and sufficiency of which are hereby acknowledged, theparties agree as follows:

 

**AGREEMENT**

 

1. Agreement to Retain Shares.

 

(a) Transfer andEncumbrance. Except as contemplated by the Merger Agreement, and except asprovided in Sections 1(b) and 2 below, during the period beginning on thedate hereof and ending on the earlier to occur of (i) ninety (90) daysfollowing the Effective Date, and (ii) the Expiration Date (as definedbelow), Holder agrees not to, directly or indirectly, (A) transfer (exceptas 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) orencumber the Shares or any New Shares (as defined below), including any sharesof 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, enterinto or acquire an offsetting derivative contract with respect to such Sharesor any New Shares, enter into or acquire a futures or forward contract todeliver such Shares or any New Shares or enter into any other hedging or otherderivative transaction that has the effect of materially changing the economicbenefits and risks of ownership of the Shares or any New Shares, or to,directly or indirectly, make any offer or agreement relating thereto, (B) grantany proxies or powers of attorney, deposit any of such Shares or New Shares intoa voting trust or enter into a

 

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voting agreement with respect to any of such Sharesor New Shares, or enter into any agreement or arrangement providing for any ofthe actions described in this clause, or (C) take any action that couldreasonably be expected to have the effect of preventing or disabling Holderfrom performing Holder’s obligations under this Agreement, and Holder warrantsthat it has not agreed to carry out any of the foregoing matters in relation tothe Shares or any New Shares; provided, however that,notwithstanding the provisions of this Section 1(a), the Holder may providean irrevocable undertaking or other form of support agreement to Parent orCompany in relation to the Merger. As used herein, the term “Expiration Date” shall mean the dateof termination of the Merger Agreement in accordance with the terms andprovisions thereof. During period from ninety (90) to one hundred eighty (180)days following the Effective Date, the foregoing restriction applies to fiftypercent (50%) of the Shares and fifty percent (50%) of any News Shares, andafter 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 byHolder (i) if Holder is an individual (A) to any member of Holder’simmediate family, or to a trust for the benefit of Holder or any member ofHolder’s immediate family, or (B) upon the death of Holder, or (ii) ifHolder is a partnership or limited liability company, to one or more partnersor members of Holder or to an affiliated Person under common control or commonmanagement with Holder; provided, however, that any such transfer pursuant toeither clause (i) or (ii) of this Section 1(b) shall bepermitted only if, as a precondition to such transfer, the transferee agrees inwriting to be bound by all of the terms of this Agreement, or (iii) withrespect to Options under the Company Stock Option Plans, Holder may sellNew Shares upon or after exercise thereof pursuant to an effective RegistrationStatement to be filed by Parent under the Securities Act of 1933 (the “SecuritiesAct”) provided also that such New Shares are sold in accordance with Parent’s InsiderTrading Policy and Rule 145 of the rules and regulations prescribedby the Securities and Exchange Commission (“SEC”) pursuant to the SecuritiesAct (“Rule 145”).

 

(c) New Shares. Holderagrees that New Shares (as defined below) shall be subject to the terms andconditions of this Agreement to the same extent as if they constituted Shares. Theterm “New Shares” shall mean any and all shares of capital stock or interestsin shares or other securities of the Company or Parent, including any shares ofParent Common Stock received in exchange for such Shares pursuant to the Mergerand/or received upon exercise of the Options assumed by Parent pursuant to theMerger, that Holder purchases or with respect to which Holder otherwiseacquires registered or beneficial ownership after the date of this Agreementand prior to the earlier to occur of (i) one hundred eighty (180) daysfollowing the Effective Date and (ii) the Expiration Date.

 

2. Restrictions on Shares and New Shares

 

(a) General. Holder hasbeen 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 ofparagraphs (c) and (d) of Rule 145. Holder will receive ParentCommon Stock in exchange for the Shares or New Shares. Notwithstanding anythingto the contrary set forth in this Section 2, the execution of thisAgreement should not be considered an admission on Holder’s part thatHolder is an *“affiliate”* of the Company,nor as a waiver of any rights Holder may have to object to any claim thatHolder is such an affiliate on or after the date of this Agreement.

 

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(b) HolderRepresentations; Restrictions on Transfer; Legends Holder represents, warrantsand covenants to Parent that in the event Holder receives any Parent CommonStock upon consummation of the Merger:

 

(i) Holder shall notmake any sale, transfer or other disposition of the Parent Common Stock inviolation of the Securities Act.

 

(ii) Holder hascarefully read this Agreement and discussed the requirements of this Agreementand other applicable limitations upon Holder’s ability to sell, transfer orotherwise 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 beenadvised that the issuance of Parent Common Stock in connection with the Mergerwill be registered on a registration statement on Form S-4 promulgatedunder the Securities Act (the *“RegistrationStatement”*) and the resale of such Parent Common Stock may besubject to restrictions set forth in Rule 145. Holder has been advisedthat, 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 theMerger, unless (i) such sale, transfer or other disposition is made inconformity with the limitations of Rule 145, (ii) such sale, transferor other disposition has been registered under the Securities Act or (iii) inthe opinion of counsel reasonably acceptable to Parent, such sale, transfer orother disposition is otherwise exempt from registration under the SecuritiesAct.

 

(iv) Holder understandsand agrees that stop transfer instructions will be given to Parent’s transferagent with respect to the Parent Common Stock issued to directors, executiveofficers and ten percent (10%) holders of any class of securities of theCompany (as of immediately prior to the Merger) and that there will be placedon the certificates for the Parent Common Stock issued to directors, executiveofficers and 10% holders of any class of securities of the Company (as ofimmediately prior to the Merger), or any substitutions therefor, a legendstating in substance: *“THE SHARESREPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SHARESREPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITHRULE 145.”* If a sale or transfer is made prior to such legendbeing removed pursuant to Section 2(c) below, certificates with theabove legend will be substituted by delivery of certificates without suchlegend upon delivery of a declaration to Parent (the *“Declaration”*), which Declaration shall be reasonably satisfactoryin form and substance to Parent, that the requirements of Rule 145(d)(1) havebeen complied with.

 

(v) Holder understandsand agrees that stop transfer instructions will be given to Parent’s transferagent with respect to the Parent Common Stock issued to Holder and there willbe placed on the certificates for the Parent Common Stock issued to Holder, orany substitutions therefore, a legend, in addition to all other legendsnecessary under applicable law, stating in substance: *“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOTBE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT DATEDNOVEMBER 11, 2005 AMONG THE REGISTERED HOLDER HEREOF, ADVANCED POWERTECHNOLOGY, INC., AND MICROSEMI CORPORATION, A*

 

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*COPY OF WHICH AGREEMENT IS ON FILEAT THE PRINCIPAL OFFICES OF MICROSEMI CORPORATION.”*

 

(c). Parent Representations.

 

(i) Parent herebyagrees 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) abovewill be substituted by delivery of certificates without such legend, and anystop transfer instructions then in effect will be terminated, if (i) one (1) yearshall have elapsed from the date Holder acquired the Parent Common Stockreceived in the Merger and the provisions of Rule 145(d)(2) are thenavailable to Holder, (ii) two (2) years shall have elapsed from thedate Holder acquired the Parent Common Stock received in the Merger and theprovisions of Rule 145(d)(3) are then available to Holder, or (iii) Parenthas received either an opinion of counsel, which opinion and counsel shall bereasonably satisfactory to Parent, or a *“noaction”* letter obtained by Holder from the staff of the SEC, to theeffect that the restrictions imposed by Rule 145 under the Securities Actno longer apply to Holder. For as long as resale of any shares of Parent CommonStock owned by Holder are subject to Rule 145, Parent will use its reasonableefforts to make all filings of the nature specified in paragraph (c)(1) ofRule 144 under the Securities Act. Upon receipt of a properly completedDeclaration, Parent shall use its reasonable efforts to instruct its transferagent to deliver shares of Parent Common Stock without the legend set forth in Section 2(b)(iv) abovein accordance with the terms of the transfer set forth in the Declaration assoon as practicable following receipt of such Declaration.

 

(ii) Parent herebyagrees that it is understood and agreed that certificates with the legend setforth in Section 2(b)(v) above will, to the extent required to enablethe shares represented by such certificate to be transferred by the holderthereof, be substituted by delivery of certificates without such legend uponthe written request of the Holder if and to the extent the restriction in Section 1(a) shallhave lapsed. Upon receipt of any such written request, Parent shall use itsreasonable efforts to instruct its transfer agent to deliver shares of Parent CommonStock without the legend set forth in Section 2(b)(v) above as soonas practicable following receipt of such written request.

 

4. Representations, Warranties and Covenants ofHolder.

 

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

 

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5. Further Assurances

 

Holder shall perform such further acts andexecute such further documents and instruments as may reasonably berequired to vest in Parent the power to carry out and give effect to theprovisions of this Agreement.

 

6. Fiduciary Duties

 

Notwithstanding anything in this Agreement to thecontrary: (i) Holder makes no agreement or understanding herein in anycapacity other than in Holder’s capacity as a registered owner of the Sharesand, to the extent applicable, any New Shares, (ii) nothing in thisAgreement shall be construed to limit or affect any action or inaction byHolder, 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 asa director or fiduciary of the Company, and (iii) Holder shall have noliability to Parent or any its affiliates under this Agreement as a result ofany 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 insuch person’s capacity as a director or fiduciary of the Company.

 

7. Miscellaneous

 

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

 

(b) Governing Law. ThisAgreement and all acts and transactions pursuant hereto and the rights andobligations of the parties hereto shall be governed, construed and interpretedin accordance with the laws of the State of Delaware, without giving effect toprinciples of conflicts of law.

 

(c) Counterparts. ThisAgreement may be executed in two or more counterparts, each of which shallbe deemed an original and all of which together shall constitute oneinstrument.

 

(d) Titles andSubtitles. The titles and subtitles used in this Agreement are used forconvenience only and are not to be considered in construing or interpretingthis Agreement.

 

(e) Notices. Any noticeor other communication required or permitted to be delivered to any party underthis Agreement shall be in writing and shall be deemed properly delivered,given and received (i) when delivered by hand; (ii) on the day sentby facsimile, provided that the sender has received confirmation oftransmission as of or prior to 5:00 p.m. local time of the recipient, onsuch day; (iii) the first business day after sent by facsimile (to theextent that (A) the sender has received confirmation of transmission after5:00 p.m. local time of the recipient on the day sent by facsimile, or (B) noticeis sent on a day that is not a business day); or (iv) the third business dayafter sent by registered mail or by courier or express delivery service, ineach case to the address or facsimile number set forth on the signature page tothis Agreement beneath the name of such party, or to such other address orfacsimile number as such party shall have specified in a written notice givento the other party hereto).

 

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(f) Severability. Ifone or more provisions of this Agreement are held to be invalid orunenforceable under the applicable law of any jurisdiction, the parties agreeto renegotiate such provision in good faith, in order to maintain the economicposition enjoyed by each party as close as possible to that under the provisionrendered unenforceable. In the event that the parties cannot reach a mutuallyagreeable and enforceable replacement for such provision, then (i) suchprovision shall be excluded from this Agreement, (ii) the balance of theAgreement shall be interpreted as if such provision were so excluded and (iii) thebalance of the Agreement shall be valid and enforceable in accordance with itsterms. Each provision of this Agreement is separable from any other provisionsof this Agreement, and each part of each provision of this Agreement isseverable from every other part of such provision.

 

(g) SpecificPerformance. Each of the parties hereto recognizes and acknowledges that abreach of any covenants or agreements contained in this Agreement will causeParent to sustain damages for which it would not have an adequate remedy at lawfor money damages, and therefore each of the parties hereto agrees that in theevent of any such breach Parent shall be entitled to the remedy of specificperformance of such covenants and agreements and injunctive and other equitablerelief in addition to any other remedy to which they may be entitled, atlaw or in equity.

 

(h) Disclosure. Holderhereby agrees to permit Parent and the Company to publish and disclose in theRegistration Statement (including all documents and schedules filed with theSEC) and the Proxy Statement/Prospectus, and in any press release or otherdisclosure document in which Parent or the Company reasonably determines in itsgood faith judgment that such disclosure is required by law, including the rules andregulations of the SEC, as appropriate, in connection with the Merger and anytransactions related thereto, such Holder’s identity and ownership of theShares and New Shares and the nature of the commitments, arrangements andundertakings under this Agreement.

 

(i) Assignment. This Agreement shall notbe assigned without the prior written consent of the other party hereto, exceptas provided in (j).

 

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

 

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

 

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SIGNATURE

 

The parties have caused this Lock-up Agreement to beduly 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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