AGREEMENT
Exhibit 10.20
CONFIDENTIAL
AGREEMENT
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”).
WHEREAS, the Ramius Group may be deemed to beneficially own shares of common stock of Actel
(the “Common Stock”) totaling, in the aggregate, 2,423,315 shares, or approximately 9.2% of
the Common Stock issued and outstanding on the date hereof;
WHEREAS, certain members of the Ramius Group and Actel entered into an Agreement dated March
6, 2009 relating to Actel’s Board of Directors and 2009 annual shareholder meeting (the “2009
Settlement”); and
WHEREAS, Actel and the Ramius Group have agreed that it is in their mutual interests to enter
into this Agreement to set forth, among other things, the parties’ mutual understanding relating to
the 2010 annual meeting of shareholders (the “2010 Annual Meeting”).
NOW, THEREFORE, in consideration of the premises and the representations, warranties, and
agreements contained herein, and other good and valuable consideration, the Parties mutually agree
as follows:
1. Representations and Warranties of the Ramius Group. The Ramius Group represents and
warrants to Actel that (a) this Agreement has been duly authorized, executed and delivered by the
Ramius Group, and is a valid and binding obligation of the Ramius Group, enforceable against the
Ramius Group in accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar
laws generally affecting the rights of creditors and subject to general equity principles; (b) the
execution of this Agreement, the consummation of any of the transactions contemplated hereby, and
the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not
conflict with, or result in a breach or violation of the organizational documents of the Ramius
Group as currently in effect; and (c) as of the date of this Agreement, the Ramius Group may be
deemed to beneficially own in the aggregate 2,423,315 shares of Common Stock.
2. Representations and Warranties of Actel. Actel hereby represents and warrants to the Ramius
Group that (a) this Agreement has been duly authorized, executed and delivered by Actel, and is a
valid and binding obligation of Actel, enforceable against Actel in accordance with its terms,
except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and
subject to general equity principles; (b) the execution of this Agreement, the consummation of any
of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in
accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of,
constitute a default (or an event which with notice
or lapse of time or both could become a default) under or pursuant to, result in the loss of a
material benefit or give any right of termination, amendment, acceleration or cancellation under,
or result in the imposition of any lien, charge or encumbrance upon any property or assets of Actel
or any of its subsidiaries pursuant to any law, any order of any court or other agency of
government, Actel’s Restated Articles of Incorporation (as amended January 3, 2003) (the
“Restated Articles”), Actel’s Amended and Restated Bylaws (the “Bylaws”), or the
terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which Actel is a party or bound
or to which its property or assets is subject or (2) trigger any “change of control” provisions in
any agreement to which Actel is a party; and (c) no consent, approval, authorization, license or
clearance of, or filing or registration with, or notification to, any court, legislative, executive
or regulatory authority or agency is required in order to permit Actel to perform its obligations
under this Agreement, except for such as have been obtained.
3. Directorships.
(a) Actel agrees that the Board and all applicable committees of the Board will take all
actions necessary and appropriate to:
(1) nominate Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx and Xxxx X. Xxxxxx (collectively, with any
replacement director appointed pursuant to Section 3(b) below as applicable (the “Replacement
Appointees,” the “2009 Settlement Directors”), for election to the Board at the 2010
Annual Meeting (other than in the case of such person’s refusal to serve or if such person has
committed an act that would be grounds for removal from the Board for cause, in which case the
Ramius Group will have the right to designate and substitute another person or persons, subject to
prompt reasonable evaluation and determination by the Nominating Committee of the Board (the
“Nominating Committee”) in good faith after exercising its fiduciary duties that such
candidate has business experience in such areas as would reasonably be expected to enhance the
Board, consistent with Actel’s guidelines relating to director qualifications and Board
composition), together with up to five (5) other persons to be included in Actel’s slate of
nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the
“2011 Annual Meeting”);
(2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in
connection with the 2010 Annual Meeting, that the shareholders of Actel vote to elect the 2009
Settlement Directors as directors of Actel at the 2010 Annual Meeting;
(3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the
2009 Settlement Directors at the 2010 Annual Meeting, in the same manner as for the other
candidates nominated for election at the 2010 Annual Meeting; and
(4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius
Group will have the right to designate at least one 2009 Settlement Director, subject to compliance
with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate
governance rules, to serve on each committee and sub-committee of the Board (or any substitutes
therefor) now in existence or created after the date hereof.
(b) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Director
resigns or is otherwise unable to serve as a director or is removed for cause as a director, the
Ramius Group will have the right to designate and substitute a person or persons for
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appointment to
the Board as a replacement director, subject to evaluation and determination by the Nominating
Committee using the
standards described in Section 3(a)(1); provided, however, (i) the substitute person
designated by the Ramius Group shall have experience consistent with the director being replaced
and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) affiliate of
the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any
replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does
not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the
right to recommend additional replacement director(s) for consideration by the Nominating
Committee. The Board will appoint such replacement director to the Board no later than five (5)
business days after the Nominating Committee’s recommendation of such replacement director.
(c) Each of the 2009 Settlement Directors will be governed by the same protections and
obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and
disclosure policies and other governance guidelines, and shall have the same rights and benefits,
including (but not limited to) with respect to insurance, indemnification, compensation and fees,
as are generally applicable to any non-employee directors of Actel.
(d) Actel agrees that prior to the 2011 Annual Meeting, the Board and all applicable
committees of the Board shall not (i) increase the size of the Board to more than eight (8)
directors or (ii) or take any other action to materially limit or restrict the rights of or time
allotted to its shareholders to nominate persons for election to the Board (including but not
limited to by amending the Restated Articles or Bylaws).
4. Standstill Restrictions.
(a) Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this
Agreement, during the term of this Agreement, the Ramius Group shall not, and shall cause their
Affiliates and Associates (as defined below) under its control or direction not to, in any manner,
directly or indirectly:
(i) solicit (as such term is used in the proxy rules of the Securities and Exchange Commission
(the “SEC”)) proxies or consents to vote any securities of Actel, or make, or in any way
participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by
the SEC under the Exchange Act to vote any shares of Common Stock with respect to any matter, or
become a “participant” in any “contested solicitation” for the election of directors with respect
to Actel (as such terms are defined or used in the Exchange Act and the rules promulgated
thereunder), other than solicitations or acting as a participant in support of all of Actel’s
nominees and proposals;
(ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial
ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock
or other securities issued by Actel, if in any such case, immediately after the taking of such
action, the Ramius Group would, in the aggregate, collectively beneficially own more than the
greater of (i) 14.9% of the then outstanding shares of Common Stock, or (ii) such percentage of the
then outstanding shares of Common Stock as is 0.1% less than the amount causing the Ramius Group to
become an “Acquiring Person” under the Company’s Preferred Stock Rights Agreement, dated October
17, 2003, as the same may be amended;
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(iii) form, join or in any way participate in any “group” (within the meaning of Section
13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely
of the Ramius Group);
(iv) deposit any Common Stock in any voting trust or subject any Common Stock to any
arrangement or agreement with respect to the voting of any Common Stock, other than any such voting
trust, arrangement or agreement solely among the Ramius Group;
(v) otherwise act, alone or in concert with others to (1) make any public statement critical
of Actel, its directors or management, other than as contemplated by Section 4(a)(vi)(3) below or
(2) control or seek to control the Board, other than through non public communications with the
officers and directors of Actel;
(vi) other than as provided in this Agreement, make any public announcement with respect to,
or offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition
or other business combination involving Actel, other than through non public communications with
the officers and directors of Actel; provided, however, that nothing herein will
limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and
Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any
matter submitted to a vote of the stockholders of the Company, (2) the 2009 Settlement Directors
to exercise their rights as members of the Board while serving as members of the Board or (3) the
Ramius Group to announce its opposition to any Board approved proposals related to a merger,
acquisition, disposition of all or substantially all of the assets of Actel or other business
combination involving Actel and not supported by Xx. Xxxxx;
(vii) seek, alone or in concert with others, (1) to call a meeting of shareholders, or
(2) representation on the Board, except as specifically contemplated in Section 3(a) and Section
4(b), or (3) the removal of any member of the Board; or
(viii) publicly disclose any request to amend, waive or terminate any provision of this
Agreement.
(b) Notwithstanding anything contained herein to the contrary, any member of the Ramius Group,
and any Affiliate or Associate of any such member, shall be entitled to:
(i) subject to Section 5, vote their shares in favor of the election of the 2009 Settlement
Directors at the 2010 Annual Meeting and on any other proposal duly brought before the 2010 Annual
Meeting, or otherwise vote as the Ramius Group determines in their sole discretion;
(ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any
securities of the Company, any stockholder proposal or other matter to be voted on by the
stockholders of the Company (other than the election of directors) and the reasons therefor;
(iii) propose a slate of nominees for election as directors and/or one or more proposal(s) for
consideration or approval by shareholders at the 2011 Annual Meeting in order to comply with the
advance notice provisions or other requirements of the Restated Articles or the Bylaws; and
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(iv) In the event a special meeting is called by a shareholder of Actel with respect to the
removal of directors, the Ramius Group may (A) cumulate the vote of the shares of Common Stock held
by the Ramius Group and vote in favor of the 2009 Settlement Directors and (B) solicit proxies to
vote against the removal of the 2009 Settlement Directors; provided, however, that if Actel
solicits proxies to vote against the removal of all directors, the Ramius Group may only solicit
proxies to vote against the removal of all directors and not just the 2009 Settlement Directors.
(c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective
meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.
5. Actions by the Ramius Group.
(a) At the 2010 Annual Meeting, the Ramius Group shall vote, and cause their
respective officers, directors, employees and agents to vote, all of the shares of Common Stock
beneficially owned by him or them for (i) each of Actel’s nominees for election to the Board and
(ii) the ratification of the appointment of Actel’s independent auditors.
(b) Upon execution of this Agreement by the Parties, the Ramius Group shall not submit any
proposals or nominations for election to the Board at the 2010 Annual Meeting;
6. Termination. This Agreement shall terminate and the obligations of the Parties under this
Agreement shall cease on the earlier of the following (the “Termination Date”):
(a) at the option of Actel, upon the earliest of a material breach by the Ramius Group of any
obligation hereunder which has not been cured within 14 days after the Ramius Group receives notice
of such breach from Actel
(b) at the option of the Ramius Group, upon a material breach by Actel of any
obligation hereunder which has not been cured within 14 days after Actel receives notice of such
breach from the Ramius Group;
(c) seven days prior to the date that an Actel shareholder may first submit a nomination for
the election of directors at the 2011 Annual Meeting pursuant to the Bylaws;
(d) on the day that the Board publicly announces its nominees for election as directors at the
2011 Annual Meeting; or
(e) at any time, upon the written consent of all of the Parties.
7. Public Announcement. Actel and the Ramius Group shall promptly disclose the existence of
this Agreement after its execution pursuant to a joint press release that is mutually acceptable to
the parties, including a description of the material terms of this Agreement. Subject to applicable
law, none of the Parties shall disclose the existence of this Agreement until the joint press
release is issued. The Parties agree that, while this Agreement remains in effect, each Party
shall refrain from any disparagement, defamation, libel, or slander with respect to any other Party
or its affiliates or from publicly criticizing such other Party or its affiliates.
8. Nonpublic Information.
(a) In connection with discussions between the Ramius Group and their representatives and
Actel and its representatives, or otherwise during the term of this Agreement, the Ramius Group or
their representatives have obtained information about Actel or its securities
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that is confidential.
Each member of the Ramius Group agrees, as set forth below, to treat confidentially any such
information (whether oral or written, provided that all written information shall have been
identified as confidential) furnished to or otherwise obtained by the Ramius Group or their
representatives from Actel or on their behalf together with those portions of analyses, summaries,
notes or other documents prepared by
the Ramius Group or any of their representatives which contain or otherwise reflect such
information (herein collectively referred to as the “Confidential Information”). The Ramius
Group agrees that, except with Actel’s prior written consent, neither the Ramius Group nor their
representatives will disclose any Confidential Information to any other person or use any of the
Confidential Information for any purpose other than on Actel’s behalf. For purposes of this
Agreement, the phrase “Confidential Information” shall not include information which (i) becomes
lawfully available to the public other than as a result of a disclosure by the Ramius Group or
their representatives, (ii) was lawfully available to the Ramius Group on a nonconfidential basis
prior to its disclosure to the Ramius Group or their representatives by Actel or on its behalf or
(iii) lawfully becomes available to the Ramius Group on a nonconfidential basis from a source other
than Actel or Actel’s representatives or agents, provided that to the knowledge of the Ramius
Group, such source is not bound by a confidentiality agreement with Actel. Actel has no obligation
to furnish Confidential Information to the Ramius Group or their representatives by virtue of this
Agreement. In the event that any member of the Ramius Group is requested pursuant to, or required
by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the
Confidential Information, the Ramius Group shall give prompt notice to Actel, to the extent such
notice is legally permissible. The Ramius Group shall use all commercially reasonable efforts to
limit the scope of such required disclosure, and the Ramius Group shall be permitted to disclose,
without any liability to Actel, only that portion of the Confidential Information which the Ramius
Group’ counsel advises that the Ramius Group are legally required to disclose.
(b) In connection with this Agreement and the ongoing relationship of the Ramius Group (and
their affiliates) with Actel, there may be instances in which material nonpublic information
concerning Actel will be divulged to them by Actel or its representatives or agents. The Ramius
Group expressly acknowledge, on behalf of themselves and their representatives and agents, that
federal and state securities laws prohibit any person who misappropriates material nonpublic
information about a company from purchasing or selling securities of such company, or from
communicating such information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities, until such information
has become public.
9. Releases.
(a) The Ramius Group hereby agrees for the benefit of Actel, and each controlling person,
officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign,
executor, administrator, predecessor and successor, past and present, of Actel (Actel and each such
person being an “Actel Released Person”) as follows:
(i) The Ramius Group, for themselves and for their members, officers, directors, assigns,
agents and successors, past and present, hereby agrees and confirms that, effective from and after
the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant
not to xxx, and forever fully release and discharge each Actel
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Released Person of, and hold each
Actel Released Person harmless from, any and all rights, claims, warranties, demands, debts,
obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of
any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively,
“Claims”) that the Ramius Group may have against the Actel Released Persons, in each case
with respect to events occurring prior to the date of the execution of this Agreement.
(ii) The Ramius Group understands and agree that the Claims released by the Ramius Group above
include not only those Claims presently known but also include all unknown or unanticipated claims,
rights, demands, actions, obligations, liabilities, and causes of action of every kind
and character that would otherwise come within the scope of the Claims as described above. The
Ramius Group understands that they may hereafter discover facts different from or in addition to
what they now believe to be true, which if known, could have materially affected this release of
Claims, but they nevertheless waive any claims or rights based on different or additional facts.
(b) The Ramius Group agrees that so long as any 2009 Settlement Director is a member of the
Board, (i) no member of the Ramius Group shall, without the consent of Actel, instigate, solicit,
assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in
which Actel or any of its officers or directors are named as parties; provided that the foregoing
shall not prevent any member of the Ramius Group from responding to a validly issued legal process
and (ii) the Ramius Group agrees to give Actel at least five (5) business days notice of the
receipt of any legal process requesting information regarding Actel or any of its officers or
directors, to the extent that such notice is legally permissible.
(c) Actel hereby agrees for the benefit of the Ramius Group, and each controlling person,
officer, director, stockholder, agent, affiliate, employee, partner, attorney, heir, assign,
executor, administrator, predecessor and successor, past and present, thereof, as well as each 2009
Settlement Director (the Ramius Group and each such person being a “Shareholder
Released Person”) as follows:
(i) Actel, for itself and for its affiliates, officers, directors, assigns, agents and
successors, past and present, hereby agrees and confirms that, effective from and after the date of
this Agreement, it hereby acknowledges full and complete satisfaction of, and covenants not to xxx,
and forever fully releases and discharges each Shareholder Released Person of, and holds each
Shareholder Released Person harmless from, any and all Claims of any nature whatsoever, whether
known or unknown, suspected or unsuspected, that Actel may have against the Shareholder Released
Persons, in each case with respect to events occurring prior to the date of the execution of this
Agreement.
(ii) Actel understand and agree that the Claims released by Actel above include not only those
Claims presently known but also include all unknown or unanticipated claims, rights, demands,
actions, obligations, liabilities, and causes of action of every kind and character that would
otherwise come within the scope of the Claims as described above. Actel understands that it may
hereafter discover facts different from or in addition to what it now believes to be true, which if
known, could have materially affected this release of Claims, but it nevertheless waives any claims
or rights based on different or additional facts.
(d) The Parties do hereby expressly waive and relinquish all rights and benefits afforded by
California Civil Code Section 1542, and do so understanding and
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acknowledging the significance and
consequences of such specific waiver of California Civil Code Section 1542. The Parties
acknowledge and understand that they are being represented in this matter by counsel of their own
choice, and acknowledge that they are familiar with the provisions of California Civil Code Section
1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree
that this Section 9 is also intended to include in its effect, without limitation, all such claims
which they do not know or suspect to exist at the time of the execution of this Agreement, and
that this Agreement contemplates the extinguishment of those claims.
(e) The Parties intend that the foregoing release be broad with respect to the matter
released, provided, however, this release of Claims shall not include claims to enforce the terms
of this Agreement; and provided further that nothing in the foregoing release shall be deemed or
construed, now or hereafter, as limiting in any manner any right of indemnification inuring to the
benefit of any director or former director of Actel arising under the Restated Articles, the Bylaws
or otherwise.
10. Remedies.
(a) Each of the Parties acknowledges and agrees that a breach or threatened breach by any
Party may give rise to irreparable injury inadequately compensable in damages, and accordingly each
Party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to
enforce specifically the terms and provisions hereof in any state or federal court having
jurisdiction, in addition to any other remedy to which such aggrieved Party may be entitled to at
law or in equity.
(b) In the event a Party institutes any legal action to enforce such Party’s rights under, or
recover damages for breach of this Agreement, the prevailing party or parties in such action shall
be entitled to recover from the other party or parties all costs and expenses, including but not
limited to reasonable attorneys’ fees, court costs, witness fees, disbursements and any other
expenses of litigation or negotiation incurred by such prevailing party or parties.
[11. Expenses. Actel shall reimburse the Ramius Group for its reasonable, documented
out-of-pocket fees and expenses incurred (including legal expenses), not to exceed $5,000, in
connection with the filing of a Schedule 13D in connection with this Agreement, and any matters
related to the 2010 Annual Meeting and the negotiation and execution of this Agreement.
12. Notices. Any notice or other communication required or permitted to be given under
this Agreement will be sufficient if it is in writing, sent to the applicable address set forth
below (or as otherwise specified by a Party by notice to the other Parties in accordance with this
Section 12) and delivered personally or sent by recognized overnight courier, postage prepaid, and
will be deemed given (a) when so delivered personally, or (b) if sent by recognized overnight
courier, one day after the date of sending.
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If to Actel:
Actel Corporation
0000 Xxxxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxx Xxxx, Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
0000 Xxxxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxx Xxxx, Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice to Actel) to:
If to the Ramius Group:
Ramius Value and Opportunity Master Fund Ltd
c/o RCG Starboard Advisors, LLC
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
c/o RCG Starboard Advisors, LLC
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice to the Ramius Group) to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions of the Parties in connection with the subject matter
hereof.
14. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and
by the Parties in separate counterparts, and signature pages may be delivered by facsimile, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
15. Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
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16. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California, without regard to choice of law principles
that would compel the application of the laws of any other jurisdiction.
17. Severability. In the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
18. Successors and Assigns. This Agreement shall not be assignable by any of the Parties. This
Agreement, however, shall be binding on successors of the Parties.
19. Amendments. This Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement executed by all of the Parties.
20. Further Action. Each Party agrees to execute such additional reasonable documents, and to
do and perform such reasonable acts and things necessary or proper to effectuate or further
evidence the terms and provisions of this Agreement.
[Signatures are on the following page.]
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CONFIDENTIAL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
above written.
| ACTEL CORPORATION |
|||
| By: | /s/ Xxxxx X. Van De Hey | ||
| Name: | Xxxxx X. Van De Hey | ||
| Title: | Vice President and General Counsel | ||
| THE RAMIUS GROUP: | ||||||
| RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD | RCG STARBOARD ADVISORS, LLC | |||||
By:
|
RCG Starboard Advisors, LLC, | By: | Ramius LLC, | |||
| its investment manager | its sole member | |||||
| RAMIUS NAVIGATION MASTER FUND LTD | RAMIUS ADVISORS, LLC | |||||
By:
|
Ramius Advisors, LLC, | By: | Ramius LLC, | |||
| its investment advisor | its sole member | |||||
| RAMIUS ENTERPRISE MASTER FUND LTD | RAMIUS LLC | |||||
By:
|
Ramius Advisors, LLC, | By: | Xxxxx Group, Inc., | |||
| its investment advisor | its sole member | |||||
| XXXXX GROUP, INC. | ||||||
| RCG PB, LTD | RCG HOLDINGS LLC | |||||
By:
|
Ramius Advisors, LLC, | By: | C4S & Co., L.L.C., | |||
| its investment advisor | its managing member | |||||
| C4S & CO., L.L.C. | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| XXXXXXX X. XXXXXXX | ||||
| Individually and as attorney-in-fact for Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxx | ||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| XXXXXXX X. XXXXX | ||||
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Schedule A
The Ramius Group
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
RAMIUS NAVIGATION MASTER FUND LTD
RAMIUS ENTERPRISE MASTER FUND LTD
RCG PB, LTD
RCG STARBOARD ADVISORS, LLC
RAMIUS ADVISORS, LLC
RAMIUS LLC
XXXXX GROUP, INC.
RCG HOLDINGS LLC
C4S & CO., L.L.C.
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