Actel Corp Sample Contracts

Recitals
License Agreement • March 31st, 1997 • Actel Corp • Printed circuit boards • California
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Preferred Stock Rights Agreement • October 24th, 2003 • Actel Corp • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER among MICROSEMI CORPORATION, ARTFUL ACQUISITION CORP. and ACTEL CORPORATION Dated as of October 2, 2010
Merger Agreement • October 4th, 2010 • Actel Corp • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2010 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), Artful Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Actel Corporation, a California corporation (the “Company”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 22nd, 2008 • Actel Corp • Semiconductors & related devices • California

This ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of March 16, 2007 (the “Effective Date”) by and between Actel Corporation, a California corporation with a place of business at 2061 Stierlin Court, Mountain View, CA 94043 (“Actel” or “Buyer”), and BTR, Inc., a Nevada corporation with a place of business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“BTR”), and Advantage Logic Inc, a California corporation with a place of business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“ALI” and, together with BTR, “BTR/ALI”), and, solely as to Sections 1 (Definitions), 6 (Representations and Warranties of BTR/ALI and the Officers), 8 (Non-Assertion Covenant), 9 (Additional Obligations of the Parties), 12 (Limitation on Liability), and 13 (Miscellaneous), Benjamin Ting, Peter Pani, and Richard Abraham (collectively, the “Officers”). The Parties hereby agree as follows:

AGREEMENT
Shareholder Agreement • March 12th, 2009 • Actel Corp • Semiconductors & related devices • California

THIS AGREEMENT (“Agreement”), dated as of March 6, 2009, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

FORM OF
Promise to Grant Stock Option(s) • June 1st, 2001 • Actel Corp • Semiconductors & related devices

In exchange for your agreement to cancel one or more stock options ("Old Option(s)") you received from Actel Corporation ("Actel"), Actel hereby promises to grant you a stock option or options, as applicable, covering the number of shares of Actel's common stock specified above (the "New Option(s)"). We currently expect to grant the New Options on December 31, 2001. The exercise price of each New Option will be the closing price of Actel's common stock as listed on the Nasdaq National Market on the date of grant. Each New Option will vest according to the same vesting schedule as the Old Option it replaces, subject to your continued employment with Actel on a full-time basis or your being on a bona fide leave of absence (as described below). Each New Option will otherwise be subject to the standard terms and conditions under Actel's 1986 Incentive Stock Option Plan or 1995 Employee and Consultant Plan, as applicable (the "Plan"), and the applicable form of stock option agreement.

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 4th, 2010 • Actel Corp • Semiconductors & related devices • Delaware

TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 2, 2010 by and among MICROSEMI CORPORATION, a Delaware corporation (“Parent”), ARTFUL ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain shareholders of ACTEL CORPORATION, a California corporation (the “Company”), listed on Annex I (each, a “Shareholder”).

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • March 22nd, 2007 • Actel Corp • Semiconductors & related devices • California

The parties to the above captioned arbitration (this “Arbitration”), Actel Corporation (“Actel”) and BTR, Inc. (“BTR”), may seek discovery of documents, information or other materials which contain or relate to confidential, proprietary or trade secret information of another party or of a third party;

ACTEL CORPORATION MAURICE E. CARSON EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2009 • Actel Corp • Semiconductors & related devices • California

This Agreement is entered into as of August 17, 2009 (the “Effective Date”) by and between Actel Corporation (the “Company”), and Maurice E. Carson (“Executive”).

SUBLEASE
Sublease • March 15th, 2010 • Actel Corp • Semiconductors & related devices

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of February 18, 2010, and is made by and between Actel Corporation, a California corporation (“Sublessor”), and LinkedIn Corporation, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:

FIRST AMENDMENT to the PREFERRED STOCK RIGHTS AGREEMENT between ACTEL CORPORATION and WELLS FARGO BANK, N.A.
Preferred Stock Rights Agreement • October 4th, 2010 • Actel Corp • Semiconductors & related devices • California

This First Amendment (the “First Amendment”) to the Preferred Stock Rights Agreement is made and entered into as of October 2, 2010 between ACTEL CORPORATION, a California corporation (the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as Rights Agent (the “Rights Agent”).

ACTEL CORPORATION JOHN C. EAST TRANSITION AGREEMENT
Transition Agreement • February 4th, 2010 • Actel Corp • Semiconductors & related devices • California

WHEREAS, Executive is employed by the Company as its Chief Executive Officer and President and is a member of the Board of Directors;

ACTEL CORPORATION STOCK OPTION AGREEMENT March 14, 2002
Stock Option Agreement • December 1st, 2005 • Actel Corp • Semiconductors & related devices • California
AGREEMENT
Confidentiality Agreement • March 15th, 2010 • Actel Corp • Semiconductors & related devices • California

THIS AGREEMENT (“Agreement”), dated as of March 9, 2010, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

ACTEL CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 1st, 2005 • Actel Corp • Semiconductors & related devices • California

Actel Corporation (the “Company”) hereby grants you, [___] (the “Grantee”), the number of Restricted Stock Units indicated below under the Company’s 1986 Equity Incentive Plan (the “Plan”). The date of this Agreement is ___, 2005 (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this grant are as follows:

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