EXHIBIT INDEX for Microsemi (MSCC)

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Microsemi (MSCC)

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MSCC » Topics » EXHIBIT INDEX

This excerpt taken from the MSCC 10-Q filed Apr 30, 2009.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Microsemi Corporation (1)

3.2		Certificate of Designation of Series A Junior Participating Preferred Stock (2)

3.2.1		Certificate of Amendment to Certificate of Designation of Series A Junior Participating Preferred Stock (3)

3.3		Amended and Restated Bylaws of Microsemi Corporation (4)

10.1		Letter Agreement, dated January 28, 2009, between James J. Peterson and Microsemi Corporation Relating to Amendment of Restricted Stock Award Agreements†*

10.2		Third Amendment to the Revolving Credit Agreement dated January 23, 2009 among Microsemi Corporation, certain subsidiaries of Microsemi Corporation named therein, the Lenders from time to time party thereto and Comerica Bank, as Administrative Agent†

31.1		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 7, 2008†

31.2		Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 7, 2008†

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 7, 2008†

†	Filed with this Report.

*	Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.

(1)	Incorporated by reference to the indicated Exhibit to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on August 29, 2001.

(2)	Incorporated by reference to the indicated Exhibit to the Registrant’s Registration Statement on Form 8-A12G (File No. 0-08866) as filed with the Commission on December 29, 2000.

(3)	Incorporated by reference to the indicated Exhibit to the Registrant’s Annual Report on Form 10-K (File No. 0-08866) as filed with the Commission on December 16, 2005.

(4)	Incorporated by reference to the indicated Exhibit to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on September 3, 2008.

This excerpt taken from the MSCC 10-Q filed Feb 4, 2009.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Microsemi Corporation (1)

3.2		Certificate of Designation of Series A Junior Participating Preferred Stock (2)

3.2.1		Certificate of Amendment to Certificate of Designation of Series A Junior Participating Preferred Stock (3)

3.3		Amended and Restated Bylaws of Microsemi Corporation (4)

10.1		Executive Retention Agreement dated November 10, 2008 between John W. Hohener and Microsemi Corporation (5)*

31.1		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 7, 2008†

31.2		Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 7, 2008†

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 7, 2008†

†	Filed with this Report.

*	Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.

(1)	Incorporated by reference to the indicated Exhibit to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on August 29, 2001.

(2)	Incorporated by reference to the indicated Exhibit to the Registrant’s Registration Statement on Form 8-A12G (File No. 0-08866) as filed with the Commission on December 29, 2000.

(3)	Incorporated by reference to the indicated Exhibit to the Registrant’s Annual Report on Form 10-K (File No. 0-08866) as filed with the Commission on December 16, 2005.

(4)	Incorporated by reference to the indicated Exhibit to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on September 3, 2008.

(5)	Incorporated by reference to the indicated Exhibit to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on November 13, 2008.

This excerpt taken from the MSCC 8-K filed Oct 3, 2007.

EXHIBIT INDEX

Exhibit No.		Description

10.13		Microsemi Corporation 1987 Stock Plan, as amended (“1987 Plan”). (1)*

10.13.1		Automatic Adjustments of 1987 Plan for February 2004 Stock Split. (2)*

10.13.2		Automatic Annual Additions to the 1987 Plan 2005 – 2007. (3)*

10.111.2		Directors’ Compensation Policy from and after October 1, 2007, filed herewith.*

10.115		Form of Notice of Restricted Stock Award and Non-Employee Restricted Stock Agreement, filed herewith.*

10.116		Form of Notice of Restricted Stock Award and Employee Restricted Stock Agreement, filed herewith.*

* Indicates a management compensatory plan or arrangement.

(1) Incorporated by reference to the like-numbered exhibit to the Form 10-K filed by the Registrant with the SEC on December 24, 2001.

(2) Incorporated by reference to the like-numbered exhibit to the Form 8-K filed by the Registrant with the SEC on September 24, 2004.

(3) Incorporated by reference to the like-numbered exhibit to the Form 8-K filed by the Registrant with the SEC on April 4, 2007.

This excerpt taken from the MSCC 8-K filed Aug 22, 2007.

EXHIBIT INDEX


Exhibit No.		Description
99.1		News Release of Microsemi Corporation, dated August 22, 2007, filed herewith.

This excerpt taken from the MSCC 8-K filed Apr 4, 2007.

EXHIBIT INDEX


Exhibit No.	Description
10.13	Microsemi Corporation 1987 Stock Plan, as amended (“1987 Plan”) (1)*

10.13.1	Automatic Adjustments of 1987 Plan for February 2004 Stock Split (2)*

10.13.2	Automatic Annual Additions to the 1987 Plan 2005 – 2006*

10.97.1	Microsemi Corporation Cash Bonus Plan effective March 29, 2007*

10.97.2	Microsemi Corporation 2007 Executive Cash Bonus Plan*

10.114	Form of Notice of Restricted Stock Award and Restricted Stock Agreement* The Company entered into the following agreement in this form:

	Date of Agreement	Grantee	Number of Shares	Vesting
	April 2, 2007	Ralph Brandi	100,000	April 2, 2009

*	Indicates a management compensatory plan or arrangement.

(1)	Incorporated by reference to the like-numbered exhibit to the Form 10-K filed by the Registrant with the SEC on December 24, 2001.

(2)	Incorporated by reference to the like-numbered exhibit to the Form 8-K filed by the Registrant with the SEC on September 24, 2004.

This excerpt taken from the MSCC 8-K filed Mar 23, 2007.

EXHIBIT INDEX


Exhibit No.		Description
23.1		Consent of Kesselman & Kesselman, Independent Registered Public Accounting Firm, filed herewith.

99.1		Audited Financial Statements of PowerDsine Ltd., filed herewith.

99.2		Unaudited Financial Statements of PowerDsine Ltd., filed herewith.

99.3		Unaudited Pro Forma Financial Information, filed herewith.

This excerpt taken from the MSCC 8-K filed Jan 17, 2007.

EXHIBIT INDEX


Exhibit No.		Description
10.109.1		Form of Notice of Stock Option Grant and Employee Stock Option Agreement from and after March 28, 2006. Previously filed on April 3, 2006 as exhibit 10.109.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference.

This excerpt taken from the MSCC 8-K filed Jan 16, 2007.

EXHIBIT INDEX


Exhibit No.		Description
2.7		Agreement and Plan of Merger, dated as of October 24, 2006, by and among Microsemi Corporation, PowerDsine Ltd. and Pinnacle Acquisition Ltd. incorporated by reference to like-numbered exhibit to the Registrant’s Current Report filed with the Commission on October 30, 2006.

99.1		News Release of Microsemi Corporation, dated January 9, 2007, filed herewith.

This excerpt taken from the MSCC 8-K filed Jan 4, 2007.

Exhibit Index


Exhibit No.		Description
10.113		Revolving Credit Agreement Dated as Of December 29, 2006, between Comerica Bank, on the one hand, and the Registrant and certain subsidiaries, on the other hand

This excerpt taken from the MSCC 8-K filed Nov 21, 2006.

Exhibit Index


Exhibit No.		Description
99.1		Shareholder Communication, disseminated November 21, 2006 by PowerDsine Ltd., previously filed by PowerDsine Ltd. as an exhibit to the Current Report on Form 6-K, File No. 000-50787, filed on November 21, 2006.

This excerpt taken from the MSCC 8-K filed Nov 17, 2006.

EXHIBIT INDEX


Exhibit No.		Description
10.97		Description of Cash Bonus Plan (1)

(1)	Incorporated by reference to the like-numbered exhibit to the Form 8-K filed by the Registrant with the SEC on September 24, 2004.

This excerpt taken from the MSCC 8-K filed Oct 30, 2006.

Exhibit Index


Exhibit No.		Description
2.7		Agreement and Plan of Merger, dated as of October 24, 2006, by and among Microsemi Corporation, PowerDsine Ltd. and Pinnacle Acquisition Ltd

10.112		Form of Voting Agreement

This excerpt taken from the MSCC 8-K filed Oct 24, 2006.

Exhibit Index


Exhibit No.		Description
99.1		Press Release issued October 24, 2006, issued by Microsemi Corporation.

99.2		Presentation Materials issues October 24, 2006, issued by Microsemi Corporation

This excerpt taken from the MSCC 8-K filed Oct 5, 2006.

EXHIBIT INDEX


Exhibit No.		Description
10.109.1		Form of Notice of Stock Option Grant and Employee Stock Option Agreement from and after March 28, 2006. Previously filed as exhibit 10.109.1 to the Registrant’s Current Report on Form 8-K on April 3, 2006 and incorporated herein by reference.

10.110		Form of Notice of Stock Option Grant and Non-Employee Stock Option Agreement from and after February 22, 2006. Previously filed as exhibit 10.110 to the Registrant’s Current Report on Form 8-K on February 28, 2006 and incorporated herein by reference.

10.111		Directors’ Compensation Policy prior to February 22, 2006, filed herewith.

10.111.1		Directors’ Compensation Policy from and after February 22, 2006, filed herewith.

This excerpt taken from the MSCC 8-K filed Jul 27, 2006.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press release dated July 27, 2006.
99.2		Conference call script dated July 27, 2006.

This excerpt taken from the MSCC 8-K filed Jul 7, 2006.

EXHIBIT INDEX


Exhibit No.		Description

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm, filed herewith.

99.1		Audited Financial Statements of Advanced Power Technology, Inc., filed herewith.

99.2		Unaudited Pro Forma Financial Information, filed herewith.

This excerpt taken from the MSCC 8-K filed Apr 28, 2006.

EXHIBIT INDEX


Exhibit No.		Description

2.6		Agreement and Plan of Merger dated as of November 2, 2005, by and among the Registrant, APT Acquisition Corp., a Delaware corporation that is a wholly owned subsidiary of the Registrant, and Advanced Power Technology, Inc., a Delaware corporation, including the following exhibits: Form of Voting Agreement Form of Non-Competition Agreement Form of Lock-up Agreement Form of Option Assumption Agreement Exhibits omitted but to be made available to the SEC at the SEC’s request: Form of Employment Agreement Form of Certificate of Merger List of Parties to Ancillary Agreements Previously filed as exhibit 2.6 to the Registrant’s Current Report on Form 8-K filed on November 7, 2005 and incorporated herein by reference.

2.6.1		Amendment No. 1 to Agreement and Plan of Merger dated as of April 25, 2006. Previously filed as Exhibit 2.6.1 to the Registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-130655) filed on April 27, 2006 and incorporated herein by reference.

99.1		News Release of Microsemi Corporation, dated April 28, 2006.

This excerpt taken from the MSCC 8-K filed Apr 13, 2006.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Notice to Holders of APT Common Stock of Dissenters’ Appraisal Rights.

This excerpt taken from the MSCC 8-K filed Apr 3, 2006.

EXHIBIT INDEX


Exhibit No.		Description

10.109.1		Form of Notice of Stock Option Grant and Employee Stock Option Agreement from and after March 28, 2006

This excerpt taken from the MSCC 8-K filed Mar 28, 2006.

EXHIBIT INDEX


Exhibit No.		Description

99.1		News Release of Microsemi Corporation, dated March 28, 2006.

This excerpt taken from the MSCC 8-K filed Feb 28, 2006.

EXHIBIT INDEX


Exhibit No.		Description

10.109		Form of Notice of Stock Option Grant and Employee Stock Option Agreement from and after February 22, 2006

10.110		Form of Notice of Stock Option Grant and Non-Employee Stock Option Agreement from and after February 22, 2006

This excerpt taken from the MSCC 8-K filed Feb 22, 2006.

EXHIBIT INDEX


Exhibit No.		Description
99.1		News Release of Microsemi Corporation, dated February 22, 2006.

99.2		News Release of Advanced Power Technology, Inc., dated February 22, 2006.

This excerpt taken from the MSCC 8-K filed Nov 18, 2005.

EXHIBIT INDEX


Exhibit No.		Description
10.97		Description of Cash Bonus Plan (1)

(1)	Incorporated by reference to the like-numbered exhibit to the Form 8-K furnished by the Registrant to the SEC on September 24, 2004.

This excerpt taken from the MSCC 8-K filed Nov 7, 2005.

EXHIBIT INDEX


Exh. No.		Description
2.6		Agreement and Plan of Merger dated November 2, 2005 among the Registrant, APT Acquisition Corp., a Delaware corporation that is a wholly owned subsidiary of the Registrant, and Advanced Power Technology, Inc., a Delaware corporation, including (except as noted) the following exhibits:

		Voting Agreement

		Non-Competition Agreement

		Lock-up Agreement

		Employment Agreement*

		Option Assumption Agreement

		Certificate of Merger*

		List of Parties to Ancillary Agreements*

99.1		News Release dated November 2, 2005.

*	Omitted from this filing but to be made available to the SEC at the SEC’s request.

This excerpt taken from the MSCC 8-K filed Sep 28, 2005.

EXHIBIT INDEX

Exhibit No.

Description

10.99

Form of Employee Stock Option Agreement from and after September 26, 2005

Microsemi (MSCC)

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