CFO Employment Agreement Between Apt Acquisition Corp.

EXHIBIT 10.105


EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT dated as of the 8th day of November, 2005 (the " Agreement" ), is entered into by and between Greg Haugen, an individual (the " Employee" ) and APT Acquisition Corp., a Delaware corporation (" the Corporation" ).


RECITALS


WHEREAS, Advanced Power Technology, Inc., a Delaware corporation (" APT" ), the Corporation, and Microsemi Corporation, a Delaware corporation (" Parent" ) anticipate entering into an Agreement and Plan of Merger (the " Merger Agreement" ), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, the Corporation will merge with and into APT (the " Merger" ) and the resulting entity (" Surviving Corporation" ) will become a wholly-owned subsidiary of Parent; and


WHEREAS, as of the date hereof, the Employee serves as the Vice President and Chief Financial Officer of APT; and

WHEREAS, the Corporation wishes to employ the Employee, and the Employee wishes to be employed by the Corporation, on the terms and conditions contained in this Agreement effective upon the consummation of the Merger; and


WHEREAS, the Corporation is only willing to enter into this Agreement on the basis that the Employee observe the restrictive covenants set out herein which have been negotiated in good faith and which the Employee acknowledges as being reasonable given the nature of the Employee' s expected position with the Corporation contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement, receipt and sufficiency of which are hereby acknowledged, it is agreed by and between the Employee and the Corporation as follows:


1. EMPLOYMENT


1.1 Position

Subject to the terms and conditions of Section 6.1, during the Term of Employment (as defined in Article 2), the Corporation shall employ the Employee, and the Employee shall be employed by the Corporation on the terms and subject to the conditions herein contained.

1.2 Duties


During the Term of Employment (as defined in Article 2), the Employee shall:

(i) devote the whole of the Employee' s time, skills, experience and attention to the business of the Corporation, and ensure that the Employee is not at any time engaged in conduct that would interfere with the performance by the Employee of the Employee' s duties under this Agreement or which would constitute a conflict with the interests of the Corporation. During the Term of Employment, the Employee will not be employed or engaged in any other business without the prior written permission of the Corporation; and

(ii) well and faithfully serve the Corporation and carry out those responsibilities as are necessary to perform the functions associated with the Employee' s position; and

(iii) use the Employee' s best efforts while performing Employee' s responsibilities to promote the success of the business of the Corporation and act at all times in the best interests of the Corporation.


1

2. TERM

Subject to the terms and conditions of Section 6.1, this Agreement and the Employee' s employment hereunder shall become effective at the Effective Time of the Merger and shall continue until the earliest of the following to occur (the " Term of Employment" ):

(a) the sixth (6) month anniversary of the Effective Date of the Merger,


(b) mutual agreement between Corporation and Employee;


(c) death of Employee;

(d) the good faith determination of the Corporation that Employee has become so physically or mentally disabled as to be incapable of satisfactorily performing Employee' s duties hereunder for a period of ninety (90) consecutive days, such determination based upon a certificate as to such physical or mental disability issued by a licensed physician and/or psychiatrist (as the case may be) employed by the Corporation; or


(e) any termination pursuant to Article 4.


Sections 5 and 6 and Subsection 3.4 of this Agreement shall survive following the Term of Employment, and Sections 1, 2 and 4 and Subsections 3.1, 3.2, and 3.3 of this Agreement shall be terminated and have no further force or effect. The Corporation and the Employee understand and agree that, if Employee' s employment shall not have been terminated, Employee shall be an " at-will" employee of the Corporation after the Term of Employment.


3. REMUNERATION

3.1 Compensation

In consideration for the Employee' s promise to provide up to a maximum of eighty (80) hours per month in services to the Corporation, as needed, during the period between the Effective Date of the Merger and the sixth (6) month anniversary of the Effective Date of the Merger, the Corporation shall make a one-time payment to the Employee in the amount of $359,788 upon the Effective Date of the Merger. The Employee shall receive no further compensation from the Corporation for the Employee' s provision of services to the Corporation and shall not be entitled to any benefits from the Corporation during the Employee' s Term of Employment.


3.2 APT Options

On or before the Effective Date of the Merger, your outstanding APT stock options will accelerate under the existing provisions of the APT stock option plan. These options will be assumed by Parent and adjusted to reflect the terms of the Merger Agreement. Accordingly, following the Merger, your APT Options will have become options to acquire shares of common stock of the Parent (the " Parent Common Stock). You will receive a Stock Option Assumption Agreement (to be entered into by you) informing you of the specific adjustments to the number of shares, the exercise price and the number of shares subject to each vesting installment that have been made to your APT Options to reflect the exchange ratio in effect for the Merger.


3.3 Expenses

The Corporation shall reimburse the Employee for all out-of-pocket expenses and other disbursements actually and properly incurred by the Employee in connection with the Employee' s duties hereunder or otherwise properly incurred by the Employee for and on behalf of the Corporation, upon presentation of reasonably acceptable evidence of the Employee having incurred such expenses and disbursements.


2

3.4 Directors' and Officers' Liability Insurance

The Corporation shall provide the Employee with directors' and officers' liability insurance coverage with respect to the Employee on the terms and subject to the conditions set forth in Section 5.10 of the Merger Agreement. This obligation will survive termination of the Employee' s Term of Employment.


4 TERMINATION OF EMPLOYMENT

4.1 Termination by Corporation for Cause

The employment of the Employee hereunder may be terminated for Cause at any time by notice in writing from the Corporation to the Employee, in which event the Employee shall not be entitled to a notice period or compensation in lieu of notice. In such case, the Employee shall not be entitled to any compensation hereunder.


For purposes of this Agreement, " Cause" shall mean:


(1) fraud, misappropriation, embezzlement, or other act of material misconduct against the Corporation, Parent or any of its respective directors, officers, agents or affiliates;

(2) substantial and willful failure to perform specific and lawful directives of the Parent or Corporation, including but not limited to policies of general application;


(3) willful and knowing violation of any material laws, rules or regulations of any governmental or regulatory body;

(4) willful and knowing failure to cooperate with any investigation or inquiry, formal or informal, by the Parent, the Corporation or any governmental or regulatory body; or


(5) conviction of, or plea of guilty or nolo contendere to, any felony whatsoever or any misdemeanor that involves moral turpitude.

4.2 Termination by Corporation without Cause

The employment of the Employee may be terminated by the Corporation without Cause at any time by notice in writing from the Corporation to the Employee, in which event the Employee shall not be entitled to a notice period or compensation in lieu of notice.


4.3 Fair and Reasonable


The parties confirm that the provisions contained in this Article 4 are fair and reasonable and the parties agree that upon termination of this Agreement pursuant to any of the provisions hereof, the Employee shall have no action, cause of action, claim or demand against the Corporation or any other person as a consequence of such termination, so long as the Corporation fulfills its obligations hereunder. The Employee agrees to accept that the payment provided for in Section 3.1 as full satisfaction of any and all claims the Employee has or may have against the Corporation and the Employee agrees to sign and deliver to the Corporation and not revoke a full release of all claims against the Corporation and its affiliates prior to receipt of payment of said sum.


3

5. COVENANTS OF EMPLOYEE


5.1 Confidentiality

Except as may be required by applicable law or the rules and regulations of any national securities exchange or national automated quotation system, the Employee shall not, at any time or under any circumstances during the term of the Employee' s employment with the Corporation and after the termination of the Employee' s employment, except for the benefit of the Corporation in carrying out the Employee' s duties hereunder, directly or indirectly communicate or disclose to any person any confidential knowledge or information of the Corporation or any of its subsidiaries howsoever acquired (except as set forth below), nor shall the Employee utilize or make available any such knowledge or information directly or indirectly in connection with any business or activity in which the Employee is or proposes to be involved, or in connection with the transfer or proposed transfer of any of the Employee' s securities or in connection with the solicitation or acceptance of employment with any person. Employee acknowledges that were Employee to work for a competitor of the Corporation it would be inevitable that Employee would use or disclose confidential knowledge and information. Knowledge and information subject to this Section 5.1 includes, but is not limited to, formulas, circuits, drawings, designs, mask works, plans, ...