Governance and Nominating Committee Charter

     I.            Purpose. The Board of Directors (the "Board") of Microsemi Corporation (the "Company") adopts this charter for the Governance and Nominating Committee (the "Committee") of the Board and hereby establishes the Committee for the purpose of taking any or all actions that the Committee may from time to time deem necessary or appropriate within the scope of this charter, as it may be amended, supplemented or restricted from time to time ("Charter"), and therefore the Committee shall have and may exercise on behalf of the Board the powers listed in the Charter or as specified by Board resolutions from time to time, to the fullest extent permitted by law, subject, however, to other extensions of authority and limitations of authority by the Board, the Certificate of Incorporation, the Bylaws or the Delaware General Corporation Law. Any capitalized term herein that is not otherwise defined herein shall have the same meaning as given in the Company's Governance Guidelines as then in effect.

 II.            Committee Composition; Membership; Meetings. The Committee will be comprised of three or more members of the Board. Only Independent Directors shall be eligible to be or remain members of the Committee. The Committee shall meet at least four times annually.

III.            Authority and Responsibilities.

                           A.            Seeking Candidates; Search Consultants. The Committee shall assist the Board in identifying and evaluating individuals qualified to become Board members, and recommend to the Board the director nominees. The Committee shall have the authority to retain and terminate any search firm to be used, in the Committee's discretion, to identify, screen or attract director candidates and shall have authority to approve the search firm's fees and other retention terms.

                           B.            Recommend on Approval or Rejection of Candidates. The Committee shall review, investigate and recommend to the Board whether it should accept or reject for election to the Board each nominee suggested by any stockholder of the Company.

                           C.            Composition of the Board. The composition of the Board will depend not only on the character and capacities of the members on the Board taken individually, but also on their collective strengths. Consequently, the Board should be composed of, without limitation:

                                                    1.            Directors chosen with a view to bringing to the Board a variety of experience and backgrounds; and

                                                    2.            Directors who will represent the balanced best interests of the stockholders as a whole rather than special interest groups or constituencies; and

                                                    3.            Normally, the Company's Chief Executive Officer.

 

                           D.            Selection Criteria. In considering possible candidates for election as a director of the Company, the Committee and other directors should be guided in general by the composition guidelines established above and by, including but not limited to, the following:

                                                    1.            Each director should be chosen without regard to sex, race, age, religion or national origin;

                                                    2.            Each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;

                                                    3.            Each director should be free of any conflict of interests that would violate applicable law or regulations or interfere with the proper performance of the responsibilities of a director;

                                                    4.            Each director should possess substantial and significant experience that would be of particular importance to the Company in the performance of the duties of a director; and

                                                    5.            Each director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.

 

                            E.            Continued Board and Committee Membership. The Committee shall review the suitability of each Board member for continued service on the Board and each relevant committee thereof when the director's term expires or when the director has a significant change in status.

                            F.            Board Committees. The Committee shall make recommendations to the Board as to qualifications of members of the Board's committees and committee member appointment, including to assist the Board with its evaluation of whether each director and director candidate would meet the definition of Independent Director.

                           G.            Assess Performance. The Committee shall annually evaluate and report to the Board on the performance and effectiveness of the Board and each Board Committee to facilitate the directors' fulfilling of their responsibilities as directors in a manner that serves the interests of the stockholders of the Company.

                           H.            Corporate Governance Policies. The Committee shall periodically reassess, and, in the Committee's discretion, recommend to the Board changes to, the Company's Certificate of Incorporation, Bylaws, Governance Guidelines, Insider Trading Policy, Code of Ethics, and other present or future policies of the Company as they relate to corporate governance matters. The Committee may adopt any proposed changes to such policies or procedures on an interim basis as and when necessary to reflect immediate changes in applicable laws or rules, followed by recommending such interim changes to the Board for ratification and adoption as permanent policies. The Committee shall monitor the processes maintained by management that are intended to help assure compliance with present or future corporate governance policies of the Company.

                             I.            Risk Mitigation. The Committee shall lead the Board in the annual review of directors' and executive officers' liability risk mitigation, which may include but is not limited to liability insurance policies, indemnification agreements or any related indemnification funding programs for directors or executive officers.

                             J.            Policies on Conflict of Interests. The Committee shall interpret and periodically reconsider or reinterpret, the Company's Code of Ethics and the Company's policies and procedures intended to help monitor compliance and to evaluate its efficacy as it applies to executive officers and senior financial officers. The Committee is authorized and directed to decide, as the case may be, whether to consent or deny consent to, or to recommend to the Board that it authorize or deny such authorization of, each and every proposed or planned transaction that is required by any such policy to be pre-authorized.