**Exhibit 10.71**

 

**LOCK-UP AGREEMENT**

 

ThisLock-Up Agreement (this “*Agreement*”) ismade and entered into as of November 11, 2005, among Microsemi Corporation, aDelaware corporation (*“Parent”*),the undersigned stockholder and/or optionholder (*“Holder”*), and Advanced Power Technology, Inc., a Delawarecorporation (the *“Company”*).Terms used herein and not defined herein shall have the meaning set forth inthe Merger Agreement (as defined below).

 

**RECITALS**

 

WHEREAS,the Holder is the registered owner of (1) such number of issued and outstandingshares 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 beneathHolder’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, asmay 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 ofParent, and the Company, it is proposed that Parent shall pay cash and issueshares of Parent Common Stock in exchange for the Shares and assume theOptions; and

 

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

 

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

 

**AGREEMENT**

 

1.Agreement to Retain Shares.

 

(a) Transfer and Encumbrance. Except as contemplatedby 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 tooccur of (i) ninety (90) days following the Effective Date, and (ii) theExpiration Date (as defined below), Holder agrees not to, directly or indirectly,(A) transfer (except as may bespecifically required by court order), sell, exchange, tender, assign,contribute to the capital of any entity, or otherwise dispose of (including bymerger, consolidation or otherwise by operation of law) or encumber the Sharesor any New Shares (as defined below), including any shares of Parent CommonStock received in exchange for such Shares pursuant to the Merger, enter intoany short sale with respect to the Shares or any New Shares, enter into oracquire an offsetting derivative contract with respect to such Shares or anyNew Shares, enter into or acquire a futures or forward contract to deliver suchShares or any New Shares or enter into any other hedging or other derivativetransaction that has the effect of materially changing the economic benefitsand risks of ownership of the Shares or any New Shares, or to, directly orindirectly, make any offer or agreement relating thereto, (B) grant any proxiesor powers of attorney, deposit any of such Shares or New Shares into a votingtrust or enter into a voting agreement with respect to any of such Shares orNew Shares, or enter into any agreement or arrangement providing for any of theactions described in this clause, or (C)

 

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takeany action that could reasonably be expected to have the effect of preventingor disabling Holder from performing Holder’s obligations under this Agreement,and Holder warrants that it has not agreed to carry out any of the foregoingmatters in relation to the Shares or any New Shares; provided, howeverthat, notwithstanding the provisions of this Section 1(a), the Holder mayprovide an irrevocable undertaking or other form of support agreement to Parentor Company 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 notprohibit a transfer of Shares or New Shares by Holder (i) if Holder is anindividual (A) to any member of Holder’s immediate family, or to a trust forthe benefit of Holder or any member of Holder’s immediate family, or (B) uponthe death of Holder, or (ii) if Holder is a partnership or limited liabilitycompany, to one or more partners or members of Holder or to an affiliatedPerson under common control or common management with Holder; provided,however, that any such transfer pursuant to either clause (i) or (ii) of this Section1(b) shall be permitted only if, as a precondition to such transfer, thetransferee 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, Holdermay sell New Shares upon or after exercise thereof pursuant to an effectiveRegistration Statement to be filed by Parent under the Securities Act of 1933(the “Securities Act”) provided also that such New Shares are sold inaccordance with Parent’s Insider Trading Policy and Rule 145 of the rules andregulations prescribed by the Securities and Exchange Commission (“SEC”)pursuant to the Securities Act (“Rule 145”).

 

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

 

2.Restrictions on Shares and New Shares

 

(a) General. Holder has been advised that, as of thedate 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 willreceive Parent Common Stock in exchange for the Shares or New Shares.Notwithstanding anything to the contrary set forth in this Section 2, theexecution of this Agreement should not be considered an admission on Holder’spart that Holder is an *“affiliate”*of the Company, nor as a waiver of any rights Holder may have to object to anyclaim that Holder is such an affiliate on or after the date of this Agreement.

 

(b) Holder Representations; Restrictions onTransfer; Legends Holder represents, warrants and covenants to Parent that inthe event Holder receives any Parent Common Stock upon consummation of theMerger:

 

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(i) Holder shall not make any sale, transfer orother disposition of the Parent Common Stock in violation of the SecuritiesAct.

 

(ii) Holder has carefully read this Agreement anddiscussed the requirements of this Agreement and other applicable limitationsupon Holder’s ability to sell, transfer or otherwise dispose of Parent CommonStock received in exchange for the Shares, to the extent Holder has feltnecessary, with Holder’s counsel.

 

(iii) Holder has been advised that the issuance ofParent Common Stock in connection with the Merger will be registered on aregistration statement on Form S-4 promulgated under the Securities Act (the *“Registration Statement”*) and the resaleof such Parent Common Stock may be subject to restrictions set forth in Rule145. Holder has been advised that, because Holder may be deemed to be an *“affiliate”* of the Company, Holder may notsell, transfer or otherwise dispose of the Parent Common Stock issued to Holderin the Merger, unless (i) such sale, transfer or other disposition is made inconformity with the limitations of Rule 145, (ii) such sale, transfer or otherdisposition has been registered under the Securities Act or (iii) in theopinion of counsel reasonably acceptable to Parent, such sale, transfer orother disposition is otherwise exempt from registration under the SecuritiesAct.

 

(iv) Holder understands and agrees that stoptransfer instructions will be given to Parent’s transfer agent with respect tothe Parent Common Stock issued to directors, executive officers and ten percent(10%) holders of any class of securities of the Company (as of immediatelyprior to the Merger) and that there will be placed on the certificates for theParent Common Stock issued to directors, executive officers and 10% holders ofany 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 ISSUEDIN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF1933, AS AMENDED, APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLYBE TRANSFERRED IN ACCORDANCE WITH RULE 145.”* If a sale or transferis made prior to such legend being removed pursuant to Section 2(c) below,certificates with the above legend will be substituted by delivery ofcertificates without such legend upon delivery of a declaration to Parent (the *“Declaration”*), which Declaration shall bereasonably satisfactory in form and substance to Parent, that the requirementsof Rule 145(d)(1) have been complied with.

 

(v) Holder understands and agrees that stop transferinstructions will be given to Parent’s transfer agent with respect to theParent Common Stock issued to Holder and there will be placed on thecertificates for the Parent Common Stock issued to Holder, or any substitutionstherefore, a legend, in addition to all other legends necessary underapplicable law, stating in substance: *“THESHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT INACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT DATED NOVEMBER 11, 2005 AMONGTHE REGISTERED HOLDER HEREOF, ADVANCED POWER TECHNOLOGY, INC., AND MICROSEMICORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OFMICROSEMI CORPORATION.”*

 

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(c). Parent Representations.

 

(i) Parent hereby agrees that, unless previouslysold pursuant to the applicable requirements of Rule 145, it is understood andagreed 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)year shall have elapsed from the date Holder acquired the Parent Common Stockreceived in the Merger and the provisions of Rule 145(d)(2) are then availableto Holder, (ii) two (2) years shall have elapsed from the date Holder acquiredthe Parent Common Stock received in the Merger and the provisions of Rule145(d)(3) are then available to Holder, or (iii) Parent has received either anopinion of counsel, which opinion and counsel shall be reasonably satisfactoryto Parent, or a *“no action”*letter obtained by Holder from the staff of the SEC, to the effect that therestrictions imposed by Rule 145 under the Securities Act no longer apply toHolder. For as long as resale of any shares of Parent Common Stock owned byHolder are subject to Rule 145, Parent will use its reasonable efforts to makeall filings of the nature specified in paragraph (c)(1) of Rule 144 under theSecurities Act. Upon receipt of a properly completed Declaration, Parent shalluse its reasonable efforts to instruct its transfer agent to deliver shares of ParentCommon Stock without the legend set forth in Section 2(b)(iv) above inaccordance with the terms of the transfer set forth in the Declaration as soonas practicable following receipt of such Declaration.

 

(ii) Parent hereby agrees that it is understood andagreed that certificates with the legend set forth in Section 2(b)(v) abovewill, to the extent required to enable the shares represented by suchcertificate to be transferred by the holder thereof, be substituted by deliveryof certificates without such legend upon the written request of the Holder ifand to the extent the restriction in Section 1(a) shall have lapsed. Uponreceipt of any such written request, Parent shall use its reasonable efforts toinstruct its transfer agent to deliver shares of Parent Common Stock withoutthe legend set forth in Section 2(b)(v) above as soon as practicable followingreceipt of such written request.

 

4.Representations, Warranties and Covenants of Holder.

 

Holderhereby represents, warrants and covenants to Parent that Holder (i) is theregistered owner and, as set forth on the signature page, beneficial owner, ofthe Shares and Options to purchase Company Common Stock, if any, indicatedbelow Holder’s signature on the signature page to this Agreement, and (ii) isnot the registered owner of any shares, options or other securities in, orconvertible into, share capital of the Company, other than the Shares and theOptions to purchase Company Common Stock, if any, indicated below Holder’ssignature 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 underthis Agreement. This Agreement has been duly and validly executed and deliveredby Holder and constitutes a valid and binding agreement of Holder, enforceableagainst Holder in accordance with its terms, subject to (a) laws of generalapplication relating to bankruptcy, insolvency and the relief of debtors and(b) rules of law governing specific performance, injunctive relief and otherequitable remedies.

 

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5.Further Assurances

 

Holdershall perform such further acts and execute such further documents andinstruments as may reasonably be required to vest in Parent the power to carryout and give effect to the provisions of this Agreement.

 

6.Fiduciary Duties

 

Notwithstandinganything in this Agreement to the contrary: (i) Holder makes no agreement orunderstanding herein in any capacity other than in Holder’s capacity as a registeredowner of the Shares and, to the extent applicable, any New Shares, (ii) nothingin this Agreement shall be construed to limit or affect any action or inactionby Holder, or any officer, partner, member or employee, as applicable, ofHolder, serving on the Company’s Board of Directors acting in such person’scapacity as a director or fiduciary of the Company, and (iii) Holder shall haveno liability to Parent or any its affiliates under this Agreement as a resultof any action or inaction by Holder, or any officer, partner, member oremployee, as applicable, of Holder, serving on the Company’s Board of Directorsacting in such person’s capacity as a director or fiduciary of the Company.

 

7.Miscellaneous

 

(a) Amendments and Waivers. Any term of this Agreementmay be amended or waived with the written consent of the parties or theirrespective successors and assigns. Any amendment or waiver effected inaccordance with this Section 7(a) shall be binding upon the parties and theirrespective successors and assigns.

 

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

 

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

 

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

 

(e) Notices. Any notice or other communicationrequired or permitted to be delivered to any party under this Agreement shallbe 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 thesender 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 aftersent by facsimile (to the extent that (A) the sender has received confirmationof transmission after 5:00 p.m. local time of the recipient on the day sent byfacsimile, 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 expressdelivery service, in each case to the address or facsimile number set forth onthe signature page to this Agreement beneath the name of such party, or to suchother address or facsimile number as such party shall have specified in awritten notice given to the other party hereto).

 

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

 

(g) Specific Performance. Each of the parties heretorecognizes and acknowledges that a breach of any covenants or agreementscontained in this Agreement will cause Parent to sustain damages for which itwould not have an adequate remedy at law for money damages, and therefore eachof the parties hereto agrees that in the event of any such breach Parent shallbe entitled to the remedy of specific performance of such covenants andagreements and injunctive and other equitable relief in addition to any otherremedy to which they may be entitled, at law or in equity.

 

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

 

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

 

(j) EntireAgreement, etc. This Agreement (i) constitutes the entireagreement, 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 substantially allof the assets, shares or business of the Parent or any of its subsidiaries orany entity with or into which the Parent or any of its subsidiaries may beconsolidated or merged.

 

(k)   Jurisdiction*.*   Any legal action or proceeding with respectto this 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 theservice of process out of any of the aforementioned courts in any such actionor proceeding 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

 

Theparties have caused this Lock-up Agreement to be duly executed on the datefirst 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)  388-1241 |
| Email:                                 |   | jpeterson@microsemi.com         |   | Email: |   |   | psireta@advancedpower.com |
|                                   |   |                            |   |
|                                   |   |                            |   |
| Optionholder/Stockholder               |   |                            |   |
|                                   |   |                            |   |
| By:                                    |   | /s/ PATRICK SIRETA              |   |   |   |
| Name:                                  |   | Patrick P.H. Sireta             |   |   |   |
| Address                                |   | 60462  Tall Pine Avenue         |   |   |   |
| Telephone:                             |   | 541-385-6275                    |   |   |   |
| Fax:                                   |   | NA                              |   |   |   |
| Email:                                 |   | psireta@advancedpower.com       |   |   |   |
|                                   |   |                            |   |
| Shares  of Company Common Stock        |   |                            | Beneficially  owned shares: |
| owned  of record:                      |   |                            | of  Company Common Stock |
|                                   |   |                            |   |
| Number of Shares                       |   |                            | Number of Shares |
|                                   |   |                            |   |
| 1,254,531                              |   |                            |   | 930,000 |   |
|                                   |   |                            |   |
| Options  to Purchase Shares of Company |   |                            |   |
| Common  Stock                          |   |                            |   |
|                                   |   |                            |   |
| Number of Shares                       |   |                            |   |
|                                   |   |                            |   |
|                                   |   |                            |   |   |
|                                        |        |                                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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