Exhibit 10.89
PHILIP FREY, JR.
June 27, 2002
Microsemi Corporation
2381 Morse Avenue
Irvine, CA 92614
Re: Prepayment of Supplemental Executive Retirement Plan Payments
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Gentlemen:
In exchange for my release of all of my rights to payment of amounts, due or
which may accrue under the Microsemi Supplemental Executive Retirement Plan
effective September 15, 1986 ("SERP"), I agree with you as follows:
1. The total amount to be paid me is $728,119. Payment will be made by Microsemi
on June 28, 2002 by wire transfer of immediately available funds, in accordance
with the instructions that I attach. This payment represents the principal
accruing and discounted for early payment.
2. Upon the payment to me of the benefits described above, I hereby release and
discharge Microsemi Corporation from any further obligation or liability for any
amounts accruing under the SERP either to me or to any member of my family.
3. I agree to execute and deliver such further documents and instruments as may
be deemed by Microsemi Corporation to be necessary or advisable in order to
carry out and perfect this prepayment and release of Microsemi of any further
obligations or liabilities under the SERP.
4. I understand that the prepayment is made at my request and for my benefit.
5. I will indemnify and hold Microsemi Corporation, its officers, directors and
agents from any obligation or liability for U.S. or state income and other taxes
arising out of the payment and prepayment and arising out of any obligation for
withholding taxes or other advance payments due on account of the payment.
Very truly yours,
/s/ PHILIP FREY, JR.
Philip Frey, Jr.
I hereby consent and agree to the foregoing:
/s/ DOROTHY FREY
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Dorothy Frey, spouse
Accepted and Agreed:
Microsemi Corporation
By /s/ JOHN HOLTRUST
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