Microsemi Corporation Board Member Retirement Process Agreement

Summary

This agreement outlines the retirement benefits for members of the Microsemi Corporation Board of Directors. Eligible board members who retire or do not stand for re-election after at least five years of service may receive half of their quarterly board retainer for seven years, provided they offer up to 25 hours of consulting per quarter. Additional consulting can be billed at a set rate, with an annual cap. Retired members may also exercise vested stock options for up to seven years, subject to certain conditions. The agreement was approved on May 14, 2002, and is effective from December 1, 2001.

EX-10.91 3 dex1091.htm BOARD MEMBER RETIREMENT PROCESS Board Member Retirement Process

EXHIBIT 10.91

Board Member Retirement Process

Microsemi Corporation Board of Directors

Approved by vote of the board—May 14, 2002

At time of retirement from the Board or if a Board Member does not stand for re-election, the board member will be afforded the opportunity to:

Receive one half (50%) of the quarterly board retainer they were being paid at the time of their retirement from the board. This retainer will be paid quarterly for a period of seven (7) years following their retirement for the board;

As part of receiving this retainer the “retired” board member agrees to provide up to 25 hours per quarter of consulting support on projects assigned to them by the President/CEO.

Any additional consulting support in excess of twenty-five hours per quarter can be billed to the company at a rate of $250 per hour. Maximum billing during any single year is $50,000.

Retainer payments will crease the first day of the quarter following the date a retired board member is unable to fulfill their “consulting support” responsibilities

Continue the right to exercise any vested stock options for a term of seven years following the effective date of the individual’s retirement from the board or the normal expiration date of the stock option, whichever occurs first.

Any outstanding stock options will expire 90 days following the date a retired board member is unable to fulfill the above mentioned consulting arrangement.

Nothing in this process extends the expiration date of any stock option beyond the original expiration date of the stock option agreement.

In order to be eligible for this retirement benefit, the board member must have served as a member of the Microsemi Corporation Board of Directors for a period of not less than five years.

This process is effective December 1, 2001.