EXHIBIT
10.115


 


NOTICE OF RESTRICTED
STOCK AWARD


under the


1987
MICROSEMI CORPORATION STOCK PLAN


 


	
  Name
  of Grantee:

  	
   

  	
  «First_Name»
  «Last_Name»

  
	
  Date
  of Grant:

  	
   

  
				



 


This Notice evidences that you have been granted shares
of Common Stock, par value $.20 per share (the “Restricted Shares”) of
Microsemi Corporation (the “Company”) pursuant and subject to the terms and
conditions of the 1987 Microsemi Corporation Stock Plan (as amended from time
to time, the “Plan”). The Restricted Shares are initially nontransferable and are
subject to a substantial risk of forfeiture. Pending the lapse of these
restrictions, the Restricted Shares shall bear applicable restrictive legends
and shall be held in the custody of a custodian acceptable to the Company. The
amount of Restricted Shares and the time relative to the Date of Grant on which
such restrictions shall lapse are set forth in the following table:


 


	
   

  	
   

  	
  Restrictions
  Lapse

  	
   

  
	
   

  	
   

  	
  as to
  These Respective

  	
   

  
	
   

  	
   

  	
  Numbers
  of Shares

  	
   

  
	
  On
  Sixth (6th) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Fifth (5th) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Fourth (4th) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Third (3rd) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Second (2nd) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  First (1st) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Date of Grant

  	
   

  	
   

  	
   

  
	
  Total of
  above Numbers of Shares

  	
   

  	
   

  	
   

  
	
  Subject to this Grant:

  	
   

  	
   

  	
   

  



 


Please read this Notice of Restricted Stock Award (“Notice”)
and the attached or linked Restricted Stock Agreement, the Plan and the Plan
Prospectus. This Restricted Stock Award is subject to and governed by the terms
and conditions of the Plan, as well as this Notice and the accompanying or
linked Restricted Stock Agreement, each of which are made a part of one
agreement (this “Agreement”).


 


The date and amount of this grant will be reflected
on the Merrill Lynch AwardChoice administration system and you must accept or
decline this grant via the AwardChoice system. To access the AwardChoice
system, login to http://www.benefits.ml.com. Your acceptance of these terms
indicates your agreement that this Restricted Stock Award is granted under and
governed by the terms and conditions of this Notice, the Plan, and the attached
or linked Restricted Stock Agreement, both of which are made a part of this
document.


 


If this is your first grant under the Plan, Merrill
Lynch will mail you a personal identification number (“PIN”). You will use this
PIN to create an account with Merrill Lynch. Should you have any questions
regarding account setup, you may contact Merrill Lynch at (877) 767-2404 within
the United States or (609) 818-8894 outside the United States.


 


[The Following Signature Block
Appears In Manually Signed Copies]


 


	
   

  	
  MICROSEMI
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James J.
  Peterson

  
	
   

  	
  Title:

  	
  President
  & CEO

  



 

















 


MICROSEMI
CORPORATION 


 


RESTRICTED
STOCK AGREEMENT 


UNDER THE
1987 MICROSEMI CORPORATION STOCK PLAN 


 


THIS RESTRICTED STOCK AGREEMENT (“Agreement”), made
as of the Date of Grant, accompanies a Notice of Restricted Stock Award (“Notice”),
between Microsemi Corporation, a Delaware corporation (the “Company”) and the
Restricted Stock grantee (“Grantee”), whose identity is as set forth in the Notice.


 


WHEREAS, the Company desires to afford Grantee an
opportunity to own shares of the Company’s authorized common stock, par value
$0.20 (the “Common Stock”) in order to carry out the purposes of and pursuant
to the 1987 Microsemi Corporation Stock Plan (as amended from time to time, the
“Plan”); and


 


WHEREAS, the Company desires to grant Grantee
restricted shares on the terms and subject to the conditions of this Agreement,
including the terms and conditions of the Plan and of the Notice, which are
incorporated herein;


 


NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and for other good and valuable considerations,
the parties have agreed, and do hereby agree, as follows:


 


Section 1. Grant of Restricted Shares


 


On the terms and conditions set forth in the Notice and
on the further terms and conditions set forth in or incorporated into this Agreement,
the Company grants to the Grantee the number of shares set forth in the Notice
(the “Restricted Shares”) which have restrictions that lapse at the times and in
the respective amounts as provided in the Notice. The Notice sets forth the
amounts as to which these restrictions lapse on the Date of Grant or on one or
more anniversaries thereof, as specified in the Notice. To the extent any
information in the Notice, this Agreement, or other information provided by the
Company conflicts with the Plan, the terms and conditions of the Plan shall
control. All capitalized terms in the Notice shall have the meanings ascribed
to them in this Agreement.


 


Section 2.
Termination of Relationship, Disability, or Death


 


In the event of the termination for any reason of
the last to exist of any of the following relationships between the Grantee and
the Company or any of its subsidiaries: as a director, as an officer, or as an
employee or other service provider or consultant, any Restricted Shares granted
to the Grantee with respect to which the restrictions have not lapsed will be
forfeited immediately; provided, however, that if the Grantee’s relationship
with the Company ceases due to the death of the Grantee, the restrictions shall
immediately lapse for all Restricted Shares granted to the Grantee under this
Agreement with respect to which the restrictions shall have not previously lapsed.
The Grantee shall execute such assignments, documents and further instruments
as the Company may request in order to evidence any forfeiture.


 


Section 3.
Modification, Extension, and Renewal of Restrictions: Alteration of Restriction
Periods


 


Subject to the terms and conditions of the Plan, the
Committee may modify the restrictions applicable to any Restricted Stock Award
in such a way as would be consistent with the Plan and not less advantageous to
the Grantee. Without limitation of the foregoing, the Committee may at any time
and from time to time in its discretion designate shorter periods of time until
the restrictions shall lapse as for any of the Restricted Shares or modify any
other terms or conditions applicable to the Restricted Shares; provided,
however, the Committee shall have no obligation whatsoever to make any changes
to the Restricted Stock Award.


 


Section 4.
Changes in Capital Structure


 


If the outstanding securities of the class then
constituting the Restricted Shares are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of shares or
securities, or if cash, property or shares or securities are distributed in
respect of such outstanding securities constituting Restricted Shares, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend or other
distribution, stock split, reverse stock split, spin-off or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transaction shall provide otherwise, the Committee shall
make appropriate and proportionate adjustments in the number and type of shares
or


 


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other
securities or cash or other property that may constitute the Restricted Shares.
Any amounts paid in respect of Restricted Shares shall be treated as additional
Restricted Shares and shall be subject to the same restrictions and other terms
and conditions that apply to the Restricted Shares with respect to which such securities
or assets are paid.


 


Section 5.
Taxes


 


Grantee
acknowledges that the tax consequences associated with the Restricted Stock Award
are complex and that the Company has urged the Grantee to review with the Grantee’s
own tax advisors the federal, state, and local tax consequences of this Restricted
Stock Award. The Grantee is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. The Grantee understands
that Grantee (and not the Company) shall be solely responsible for the amount
and payment of Grantee’s own tax liability that may arise as a result of the grant
or lapsing of restrictions of the Restricted Stock Award.


 


Section 6.
Other Terms


 


The Notice sets forth the (i) number of Restricted
Shares, (ii) Date of Grant of the Restricted Shares, (iii) original schedule on
which restrictions shall lapse for the Restricted Shares, and (iv) any other
performance criteria or other conditions to the lapsing of restrictions


 


Section 7.
Non-Transferability


 


As to all Restricted Shares whose restrictions shall
not yet have lapsed, such shares shall not be assignable or transferable except
(i) by will or by the laws of descent and distribution, or (ii) subject to the
final sentence of this Section 7, upon dissolution of marriage pursuant to a
property settlement or domestic relations order, or (iii) as permitted on a
case-by-case basis in the discretion of, and subject to such conditions as may
be imposed by, the Committee to permit transfers to immediate family members,
family trusts or family foundations of the Grantee under circumstances that
would not adversely affect the interests of the Company. Until such time as,
and except to the extent that, these restrictions lapse pursuant to this
Agreement, the Restricted Shares shall be evidenced by a certificate bearing a
legend indicating that restrictions on transfer exist under this Agreement.


 


Section 8.
Compliance with Securities Laws


 


The obligation of the Company to sell, issue or
deliver shares of its common stock under the Plan is subject to all applicable
federal, state and foreign laws, rules and regulations and to such approvals by
any governmental or regulatory agency as may be required.


 


The Company shall not be required to register in a Grantee’s
name or deliver any shares of its common stock prior to the completion of any
registration or qualification of such shares under any federal, state or
foreign law or any ruling or regulation of any government body which the
Committee shall, in its sole discretion, determine to be necessary or advisable.
The Plan constitutes an unfunded arrangement for officers and other key
executive and management employees, and non-employee directors, consultants and
service providers. Unless the shares of the Company’s common stock constituting
the Restricted Shares have been registered under the Securities Act of 1933, as
amended, or the Company has determined that such registration is unnecessary,
the Grantee may be required by the Company to give a representation in writing
that the Grantee will retain such shares of Company common stock for his or her
own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof, and the Company may issue stop transfer
instructions to its transfer agent. Furthermore, the Company may stamp any certificates
representing Restricted Shares with, among other things, a legend to the effect
that such shares have not been registered under the Securities Act of 1933 and
that the Common 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 the Restricted
Shares issued under the Agreement 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 the
Restricted Shares.


 


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Section 9.
Continuation of Relationship


 


Nothing
herein shall confer upon Grantee any right to continue in any capacity with the
Company or any of its subsidiaries, or interfere in any way with the right of
the Company or any such subsidiary (subject to the terms of any separate
agreement to the contrary) at any time to terminate such relationship.


 


Section 10.
Rights as a Stockholder


 


Subject to the provisions of the Plan, the Notice
and this Agreement, Grantee shall have all of the powers, preferences, and
rights of a holder of Common Stock with respect to the shares of Common Stock
comprising the Restricted Shares. In order to facilitate the safekeeping of the
Restricted Shares, Grantee and the Company hereby appoint Mellon Investor Services
LLC, or its designate, as custodian of the Restricted Shares pending the lapse
of restrictions thereon at the time or on the conditions as set forth in the
Notice.


 


Section
11. Section 83(b) Election


 


Grantee, relying solely on the Grantee’s own tax advisors,
may choose whether or not to file any Section 83(b) election under Section 83
of the Internal Revenue Code of 1986, as amended (the “Code”), by filing an
election under Section 83(b) of the Code with the Internal Revenue Service
within thirty (30) days after the Date of Grant. A specimen form for making such
an election and a summary description of federal income tax consequences of
making such an election are attached as Appendix A hereto. Grantee
acknowledges that it is Grantee’s sole responsibility, and not whatsoever the
Company’s responsibility, to file any election under Section 83(b) of the Code
on a timely basis. The Company shall not file such elections for Grantee even
if Grantee requests that the Company or its representatives make a filing on Grantee’s
behalf. A Section 83(b) election would indicate Grantee’s choice to currently
recognize taxable ordinary income equal to the fair market value of the
Restricted Shares on the Date of Grant. FILING A SECTION 83(b) ELECTION WOULD
BE AN ELECTION TO BE TAXED CURRENTLY ON THE FAIR MARKET VALUE OF ALL THE RESTRICTED
SHARES AND WOULD SUBJECT THE GRANTEE TO IMMEDIATE TAXATION AND SIGNIFICANT
RISKS AND UNCERTAINTIES. If an 83(b) election is not made, then Grantee will
not recognize taxable ordinary income unless and until the forfeiture restrictions
applicable to Restricted Shares shall have lapsed.


 


Section 12.
Limited Time to Assert Claims; Venue


 


Neither party will assert any claim or cause of
action against the other on account of any breach of this Agreement by the
other more than one (1) year following occurrence of the breach or more than six
(6) months following discovery of the breach, whichever period is earlier to
expire. Each of the parties hereto consents to the non-exclusive jurisdiction
of any state or federal court located within the County of Orange, State of
California or the county and state in which Grantee provided services to the
Company or a direct or indirect subsidiary thereof, and agrees that any actions
or proceedings relating to this Agreement may be litigated in such courts, and
each of the parties waives any objection which it may have based on personal
jurisdiction, improper venue or forum non conveniens to the conduct of any such
action or proceeding in any such court. Each of the parties acknowledges that
the Company is executing and performing this Agreement in Orange County,
California.


 


Section 13.
Governing Law


 


This Agreement shall be subject to, and governed by,
the laws of the State of Delaware irrespective of the fact that one or more of
the parties now is, or may become, a resident of a different state.


 


Section 14.
Entire; Binding and Severable Agreement


 


The Notice, including the Agreement, and the Plan
set forth the entire understanding between the parties as to the subject matter
hereof and supersedes all prior oral or written and contemporaneous oral
discussion, agreement and understandings of any kind or nature. This Agreement
shall inure to the benefit of and be binding on the parties hereto and their
respective heirs, executors, administrators, successors and assigns. 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.


 


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Section 15. The Plan 


 


The Restricted Shares are subject to, and the
Company and Grantee agree to be bound by, all of the terms and conditions of
the Plan, as the same shall be amended from time to time in accordance with the
terms thereof. A copy of the Plan and other documents referred to herein are
available for inspection by the Grantee during business hours at the principal
office of the Company.


 


Section 16. Certain Definitions 


 


“Committee” shall mean the Company’s Compensation
Committee or any other committee appointed by the Board to administer the Plan
or the Board itself to the extent it administers the Plan itself.


 


“Date of Grant” shall mean the date specified in the
Notice.


 


“Restricted Stock Award” shall mean the Award of
Restricted Shares to the Grantee under this Agreement in the amount specified
in the Notice.


 


All other capitalized terms used herein, and not
otherwise defined herein, shall have the meanings given to them in the Plan.


 


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APPENDIX A


 


FEDERAL INCOME TAX CONSEQUENCES OF A SECTION 83(b) TAX ELECTION


 


IF YOU CHOOSE NOT TO MAKE A SECTION 83(b)
ELECTION, YOU DO NOT NEED TO DO ANYTHING. PLEASE
CONSIDER THE SIGNIFICANT RISKS INVOLVED IN MAKING A SECTION 83(b) ELECTION
BEFORE YOU CONSIDER DOING SO. MAKING A SECTION 83(b) ELECTION RESULTS IN
IMMEDIATE TAX CONSEQUENCES FOR YOU. YOU MUST CONSULT YOUR OWN INDEPENDENT TAX
ADVISOR IF YOU ARE CONSIDERING WHETHER OR NOT TO MAKE SUCH ELECTION. YOU MUST
RELY SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THAT DECISION. IT IS SOLELY
YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE AN ELECTION UNDER
SECTION 83(b), IF YOU CHOOSE TO DO SO.


 


This is general information and is not tax advice. You
are solely responsible for independently obtaining tax advice with regard to
your Restricted Stock Award and deciding whether or not choosing to make a
Section 83(b) election would be in your best interests.


 


Under Section 83 of the Internal Revenue Code of
1986, as amended (the “Code”), if you do not send a Section 83(b) election to
the Internal Revenue Service, then you will recognize ordinary income on
account of Restricted Shares on the date or dates when the restrictions lapse. The
amount of taxable income will be equal to the difference between the purchase
price paid (if any) for the Restricted Shares and the fair market value of the
shares at the time the restrictions lapse. If you do not file a Section
83(b) election, then you will defer recognizing your taxable income until the
forfeiture restrictions lapse as to Restricted Shares.


 


You may, at your option, elect (by sending a Section
83(b) election to the Internal Revenue Service) to instead be taxed immediately,
rather than when such shares cease to be subject to such forfeiture
restrictions. You may make such election only by filing an election under
Section 83(b) of the Code with the Internal Revenue Service within thirty (30)
days after the Date of Grant. A specimen form for making this election is
attached hereto; however, its inclusion is not intended as any recommendation whatsoever
that you make any such election. If you file an election under Section 83(b) of
the Code, you will immediately become responsible to pay ordinary income taxes
on account of receiving the Restricted Shares, even though these shares will
continue, unless and until the restrictions lapse, to be subject to a
substantial risk of forfeiture and even though there is a risk that you will
never be able to transfer or sell the Restricted Shares. If you make the
Section 83(b), election you will be taxed on the entire fair market value of all
the Restricted Shares on the Date of Grant, and you will need to provide your
own funds for all needed tax withholding and/or tax payments. Those funds would
need to come from some source other than the Restricted Shares because those Restricted
Shares are initially nontransferable.


 


The following procedures are
prescribed by the Internal Revenue Service of the U.S. Treasury with respect to
making an effective election under Section 83(b) of the Code:


 


1. You must file one copy of
the completed election form with the IRS Service Center where you file your
federal income tax returns within 30 days after the Date of Grant of
your Restricted Shares. This filing should be made by registered or certified
mail, return receipt requested.


2. At the same time you file
the election form with the IRS, you must also give a copy of the election form
to the Secretary of the Company.


3. You must also file another copy of the election
form with your federal income tax return (generally, Form 1040) for the taxable
year in which the stock is transferred to you.


 


1

















 


SPECIMEN SECTION 83(b) TAX ELECTION


 


This statement is being made
under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg.
Section 1.83-2.


 


	
  (1)

  	
  The taxpayer who performed
  the services is:

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Taxpayer Identification
  No.:

  
	
   

  	
   

  
	
  (2)

  	
  The property with respect
  to which the election is being made is shares of the common stock, par value
  $0.20 per share, of Microsemi Corporation, a Delaware corporation (the
  “Company”).

  
	
   

  	
   

  
	
  (3)

  	
  The property was issued on
  , 200     .

  
	
   

  	
   

  
	
  (4)

  	
  The taxable year in which
  the election is being made is the calendar year 200     .

  
	
   

  	
   

  
	
  (5)

  	
  The shares of stock are
  subject to the provisions of a Restricted Stock Agreement between the
  undersigned and the Company. The shares of stock are subject to forfeiture
  under the terms of the Restricted Stock Agreement. The amount of Restricted
  Shares and the time relative to the Date of Grant on which such restrictions
  shall lapse are set forth in the following table:

  



 




	
   

  	
   

  	
  Restrictions
  Lapse

  	
   

  
	
   

  	
   

  	
  as to
  These Respective

  	
   

  
	
   

  	
   

  	
  Numbers
  of Shares

  	
   

  
	
  On
  Sixth (6th) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Fifth (5th) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Fourth (4th) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Third (3rd) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Second (2nd) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  First (1st) Anniv.

  	
   

  	
   

  	
   

  
	
  On
  Date of Grant

  	
   

  	
   

  	
   

  
	
  Total of
  above Numbers of Shares

  	
   

  	
   

  	
   

  
	
  Subject to this Grant:

  	
   

  	
   

  	
   

  






 


	
  (6)

  	
  The fair market value at
  the time of transfer (determined without regard to any lapse restriction) is
  $                    per
  share, for a total of $                    .

  
	
   

  	
   

  
	
  (7)

  	
  The amount paid for such
  property was $0.00 per share.

  
	
   

  	
   

  
	
  (8)

  	
  A copy of this statement
  was furnished to the Company for whom taxpayer rendered the services
  underlying the transfer of property.

  
	
   

  	
   

  
	
  (9)

  	
  This statement is executed
  on                     ,
  200      .

  



 


	
  Taxpayer’s Signature:

  	
   

  	
   

  	
  Spouse’s (if any)
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Taxpayer’s Printed Name:

  	
   

  	
   

  	
  Spouse’s (if any) Printed
  Name:

  	
   

  



 


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