Microsemi (MSCC)

General

        At the Annual Meeting, stockholders will be asked to approve the Microsemi Corporation 2008 Performance Incentive Plan (the "2008 Plan"), which was adopted, subject to stockholder approval, by the Board of Directors on December 20, 2007.

        We believe that incentives and stock-based awards focus employees on the objective of creating stockholder value and promoting the success of the Company, and that incentive compensation plans like the proposed 2008 Plan are an important attraction, retention and motivation tool for participants in the plan.

        We currently maintain the 1987 Microsemi Corporation Stock Plan, as amended (the "1987 Plan"). As of January 4, 2008, a total of approximately 78,183,059 shares of our common stock were then subject to outstanding awards granted under the 1987 Plan, and an additional approximately 4,085,830 shares of our common stock were then available for new award grants under the 1987 Plan. Our outstanding options generally may not be transferred to third parties for value and do not include dividend equivalent rights.

        The Board of Directors approved the 2008 Plan based, in part, on a belief that the number of shares currently available under the 1987 Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. If stockholders approve the 2008 Plan, no new awards will be granted under the 1987 Plan after the Annual Meeting. In that case, the number of shares of our common stock that remain available for award grants under the 1987 Plan immediately prior to the Annual Meeting will become available for award grants under the 2008 Plan. In addition, if stockholders approve the 2008 Plan, any shares of common stock subject to awards granted under the 1987 Plan that expire, are cancelled, or otherwise terminate after the Annual Meeting will also be available for award grant purposes under the 2008 Plan. Similar to the 1987 Plan, the 2008 Plan provides that the number of shares available for award grants under the plan will automatically increase on October 1 of each fiscal year during each of the first five consecutive years of the term of the plan as described below.

        If stockholders do not approve the 2008 Plan, we will continue to have the authority to grant awards under the 1987 Plan. If stockholders approve the 2008 Plan, the termination of our grant authority under the 1987 Plan will not affect awards then outstanding under that plan.

1. General

1.1 Performance Period. The Performance Period for this Plan shall be fiscal year 2007.

1.2 Plan. The terms of the Microsemi Cash Bonus Plan are deemed incorporated herein and each Award hereunder shall be on and subject to all of the terms and conditions thereof, as supplemented hereby. In case of conflicts, the terms and provisions in the Microsemi Cash Bonus Plan shall control over the terms and provisions contained in this document.

1.3 Participants. For purposes of this Plan, the Plan Participants are all of the executive officers of the Company that are listed in Section 3, hereinbelow.