Microsemi Corp. ▼

AGREEMENT

AND PLAN OF MERGER

BY AND AMONG

MICROSEMI CORPORATION,

APT ACQUISITION CORP.

AND

ADVANCED POWER TECHNOLOGY, INC.

November 2, 2005

Table of Contents

ARTICLE I        THE MERGER

1.1.

1.2.

1.3.

AGREEMENT AND PLAN OF MERGER

dated as of

October 24, 2006

among

POWERDSINE LTD.

MICROSEMI CORPORATION

and

PINNACLE ACQUISITION CORPORATION LTD

TABLE OF CONTENTS

Section 1.01.

Definitions

Section 1.02.

Section 2.01.

The Merger

Section 2.02.

                         Fifth Third Funds Annual Report

                                  July 31, 2002



                                     [LOGO]



                                     STOCK AND BOND MUTUAL FUNDS

                                     Annual Report to Shareholders



                                     July 31, 2002



                      NOTICE OF DELIVERY OF PROSPECTUSES,
                    SEMI-ANNUAL REPORTS AND ANNUAL REPORTS
In order to reduce expenses of the Fifth Third Funds incurred in connection
with the mailing of prospectuses, . . .

                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT, dated as of May 7, 2002, by and between
MICROSEMI RF PRODUCTS, INC., a Delaware corporation (the "Seller"), a
wholly-owned subsidiary of Microsemi Corporation, a Delaware corporation
("Microsemi") and RF ACQUISITION SUB, INC. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Advanced Power Technology, Inc., a
Delaware corporation ("APT").

                                    RECITAL:

         WHEREAS, the Seller desires to sell  . . .

                           ASSET PURCHASE AGREEMENT
                           ------------------------

                          Dated as of August 15, 2001

                                 By and Among

                          COMPENSATED DEVICES, INC.,
                          a Massachusetts corporation

                                      and

                         MICRO CDI ACQUISITION CORP.,
                            a Delaware corporation
                       and a wholly-owned subsidiary of

                            MICROSEMI CORPORATION,
              . . .

                           ASSET PURCHASE AGREEMENT
                           ------------------------

                          Dated as of August 15, 2001

                                 By and Among

                          COMPENSATED DEVICES, INC.,
                          a Massachusetts corporation

                                      and

                         MICRO CDI ACQUISITION CORP.,
                            a Delaware corporation
                       and a wholly-owned subsidiary of

                            MICROSEMI CORPORATION,
              . . .

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  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT dated as of the 8th day of November, 2005 (the �Agreement�), is entered into by and between Thomas Loder, 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  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT dated as of the 10th day of November, 2005 (the �Agreement�), is entered into by and between Dah Wen Tsang, 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  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT dated as of the 8th day of November, 2005 (the �Agreement�), is entered into by and between Russell Crecraft, 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  . . .

EXECUTIVE RETENTION AGREEMENT

by and between

MICROSEMI CORPORATION

and

(?Executive?)

TABLE OF CONTENTS

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (�Agreement�) is made on                              , 200  , between MICROSEMI CORPORATION, a Delaware corporation (the �Company�), and                          (�Indemnitee�), an officer and/or member of the Board of Directors of the Company.

  . . .

LOCK-UP AGREEMENT

This Lock-Up Agreement (this �Agreement�) is made and entered into as of November 11, 2005, among Microsemi Corporation, a Delaware corporation (�Parent�), the undersigned stockholder and/or optionholder (�Holder�), and Advanced Power Technology, Inc., a Delaware corporation (the �Company�). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Holder is the registered owner of (1) such number of issued and outstanding shares of Company Common  . . .