Exhibit 10.97.1
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.
