Exhibit 10.76
NON-COMPETITION
AGREEMENT
This Non-competition Agreement (this
“Agreement”) is dated as of November 11, 2005, among
Microsemi Corporation, a Delaware corporation
(“Parent”) Advanced Power Technology, Inc., a Delaware
corporation (“Company”), and Patrick P.H. Sireta (the
“Obligor”). Terms used herein and not defined herein
shall have the meaning set forth in the Merger Agreement (as
defined below).
RECITALS
WHEREAS, pursuant to an Agreement
and Plan of Merger dated as of November 2, 2005, as may be amended
from time to time (including such amendments, herein called the
“Merger Agreement” ) by and among Parent, APT
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Parent (“Merger Sub”), and Company, it is
proposed that Parent shall issue shares of Parent Common Stock
and/or Parent Stock Options (the “New Shares”) in
exchange for issued shares of Company Common Stock (as defined
below) (the “Shares”) and options to purchase
Company Common Stock (the “Options”) pursuant to
the Merger Agreement; and
WHEREAS, as a condition and
inducement to Parent consummating the Merger, Parent has required
that Obligor enter into this Agreement; and
WHEREAS, the Obligor is a
stockholder of the Company; and
WHEREAS, in order to induce the
Parent to enter into the Merger Agreement and to minimize the risk
that the Parent will lose the benefits of the goodwill and other
assets being acquired from the Merger Sub, the Obligor has agreed
to restrict his activities in accordance with the terms and
conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of
the premises, and of the representations, warranties, covenants and
agreements contained herein, and other good and valuable
consideration, the receipt of and sufficiency of which the parties
hereto hereby acknowledge, the parties hereto hereby agree as
follows:
1.
Definitions.
As used in this Agreement, the following
terms shall have the following meanings:
(a)
“Restricted Business” shall mean any activity
customarily associated with Advanced Power Technology’s
ordinary course of business.
(b) ”Restricted
Territory” shall mean the global geographic area.
2.
Agreement Not To Compete.
(a)
Agreement.
The Obligor agrees that for a two-year
period from the date of this Agreement through the date that is the
second anniversary of the Effective Date, Obligor shall not
directly or indirectly engage in or have any ownership interest in,
or participate in the financing, operation, management or control
of, any person, firm, corporation or business that
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