MICROSEMI CASH BONUS PLAN

EXHIBIT 10.6

MICROSEMI CASH BONUS PLAN

SECTION 1

PURPOSE OF THE PLAN

The Microsemi Cash Bonus Plan (“Plan”) is intended to increase stockholder value and the success of Microsemi Corporation (“Company”) by motivating Plan Participants to perform to the best of their abilities and to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing Plan Participants with incentive Awards based on the achievement of goals relating to the performance of the Company and individualized goals relating to the Plan Participant’s performance. Another purpose of the Plan is to foster the Company’s retention of Plan Participants as employees.

SECTION 2

SUBPLANS; PARTICIPANTS

Insofar as the Committee will be responsible for establishing performance goals and conditions under this Plan for each Performance Period for each employee of the Company and its subsidiaries, and because different goals and conditions may be appropriate for different groups of employees for purposes of the Plan, the Committee shall annually establish one or more subplans, each together with this Plan constituting, effective on its own effective date, a separate cash compensation plan (each a “Subplan” or collectively “Subplans”). Except as the Committee may by rule or specifically provide otherwise, each Plan Participant shall participate in only one Subplan during a Performance Period, and each Subplan during a Performance Period shall have different Plan Participants. For each Subplan, the Committee shall select or define the criteria to select the Plan Participants from among persons who are actively employed by the Company during the Performance Period. Participation in the Plan or a Subplan during one Performance Period does not guarantee a Plan Participant the ability to participate in the Plan or the Subplan in any future Performance Periods.

SECTION 3

THE BONUS POOL

3.1    Conditions to the Company’s Obligation to Fund the Bonus Pool . The Company shall not have any obligation in any event whatsoever to fund the Bonus Pool unless all of the following conditions shall have been satisfied: (i) the Company shall have attained its Operating Margin Minimum for the Performance Period; and (ii) the Company shall have satisfied any such additional conditions as the Committee may in its discretion impose upon Bonus Pool funding in respect to this Plan or a Subplan.

3.2      Bonus Pool Formulae and Calculations . The amount of the Bonus Pool of each Subplan shall be determined by the Committee in its sole and absolute discretion after the end of each Performance Period. The Committee’s determination shall be final and binding.

3.3    Committee Determinations Binding . The determination of whether the Company’s relevant Reported Non-GAAP Financial Measures or other measures of performance shall have satisfied the conditions to funding a Bonus Pool shall be made by the Committee in each instance in its sole discretion. The Committee shall base its determinations upon its own good faith interpretations insofar as applicable and shall be entitled also to rely upon any advice of professionals, experts, officers and other sources of information of its choice believed reliable. The Committee’s determinations shall always be final and binding on all Plan Participants.

3.4    Adjustments for Acquisitions or Changes in Fiscal Year . If the Company makes any Acquisition or if any change of the Company’s fiscal year (“Change”) occurs during a Performance Period, the Committee may, in its sole and absolute discretion, determine whether (i) to adjust the Performance Goals and financial measures described in the Subplans under this Plan to take into account the effects of Acquisitions or Changes on the Operating Income or the Operating Margin or any other relevant factor, (ii) to substitute different terms as the Committee deems appropriate in its sole and absolute discretion, or (iii) to make no changes.

SECTION 4

DETERMINATION OF AWARDS

4.1      Performance Evaluations . All Plan Participants shall be subject to individual Performance Evaluations.

4.2      Award Amounts . A Plan Participant’s Award shall take into account, among other things, (a) the amount of the Bonus Pool of the relevant Subplan, taking into account and subject to all limitations and conditions of this Plan and the Subplan, and (b) the Plan Participant’s Performance Evaluation. All limitations and conditions to funding of the Bonus Pool of any Subplan will also directly and similarly affect the Awards of all Plan Participants in the Subplan. Also as provided more specifically in each Subplan, based on a Plan Participant’s Performance Evaluation, the Committee may make or ratify and approve an adjustment affecting a Plan Participant’s Award upward or downward by a factor in the range of from zero (0) to two (2) times. Under no circumstances will the sum of all Awards for a Subplan in any Performance Period exceed the Bonus Pool for that Subplan in that Performance Period, and therefore when some Plan Participants receive adjustments increasing their Awards, the other Plan Participants must receive less unless the Bonus Pool were to increase.

4.3      Changes in Control . Upon a Change in Control, Awards shall vest and become payable immediately prior to the Change in Control, all on terms the Committee may deem appropriate for the purpose of providing an Award for the partial Performance Period ending on the day before the Change in Control, on such terms and subject to such provisions as deemed appropriate by the Committee in its sole and absolute discretion. In addition, all conditions to the Company’s obligation of funding the Bonus Pool shall be deemed satisfied upon a Change in Control. The requirement of a Plan Participant’s continuing service to the date of the Change in Control shall continue to be a condition to earning an Award, except as and to the extent the Committee may otherwise specifically determine. In all events, any Award that becomes payable under this Section 4.3 shall be paid not later than five (5) business days after the Change in Control.

4.4      Payment in the Event of Death or D