MICROSEMI CORPORATION FOREIGN CORRUPT PRACTICES ACT CORPORATE LEGAL MANUAL 1. POLICY 2. PURPOSE 3. SCOPE 4. PROVISIONS

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1 1. POLICY Compliance with Foreign Corrupt Practices Act ( FCPA ) is required by law and also coincides with our culture of conducting business in an ethical manner. Everyone at Microsemi, including the Board of Directors, the Audit Committee, the Chief Executive Officer, Senior Management, and every other employee, must meet this objective. 2. PURPOSE The FCPA is a U.S. federal law that prohibits promising, authorizing, offering or giving anything of value, directly or indirectly, to Public Officials (see below for an explanation of this term) to corruptly influence them to misuse their position or obtain an improper advantage for the purpose of obtaining or retaining business for Microsemi. As a U.S.-based company, Microsemi requires its officers and employees worldwide to comply with the FCPA. Other countries also prohibit bribery of their officials and sometimes prohibit commercial bribery. Our code of ethics prohibits that type of behavior as well. All individuals subject to this Policy must promptly report any violation or suspected violation of this Policy to his or her manager, an appropriate company contact, or Legal Department or the Chief Compliance Officer located at corporate headquarters. If you report a violation or suspected violation to your manager or a company contact and appropriate action is not taken, you must contact Microsemi s Chief Compliance Officer. As set forth below, you may also report a violation or suspected violation through the Microsemi alert line listed below. Microsemi will investigate all reports made and will not tolerate any kind of retaliation for reports or complaints made in good faith. To the contrary, Microsemi protects employees who report misconduct, and employees are expected to cooperate in internal investigations of misconduct. The Microsemi Alert Line is a message tool that provides three modes of communication: Voice mail, , and over the web input. Each is available 24 hours a day. The voice mail mode is toll-free and anonymous. The voice mail number is: (866) The mode requires that you send an to mscc@openboard.info. The web input is accessed at These modes of communication are for use by Microsemi directors, officers, employees, or contracted personnel anywhere in the world. Information you provide using the Alert Line will be promptly transmitted to Microsemi s Chief Compliance Officer or Board of Directors. 3. SCOPE Microsemi requires its directors, officers, employees, consultants, agents, joint venture partners and other persons acting on behalf of Microsemi (collectively, Representatives ) worldwide to comply with the FCPA. 4. PROVISIONS 4.1. Anti-Bribery Provision: Generally, the FCPA prohibits Microsemi and its Representatives, from: promising, authorizing, giving, or offering payment of money or anything of value (including gifts, meals and entertainment), or providing any other benefit directly or indirectly (i.e. through third parties such as agents) to a Public Official (see below for an explanation of this term) corruptly to induce the recipient to misuse his or her official position or to obtain an improper advantage in connection with Microsemi s business Public Official: Yes, you must never promise, authorize, give, or offer anything of value to a third party that you suspect may be passed to Public Officials or other persons to improperly influence any person s decision-making. You must not use or allow an agent, consultant, representative or business partner (such as a joint venture participant) to make any payment that Microsemi itself cannot make. Under the FCPA, Microsemi and individual Representatives (including employees on an individual basis) may be held liable for consciously disregarding indications (by ignoring or failing to investigate warning signs) that a third party may be making improper payments. If you suspect or have reason to suspect that a third party is using even its own funds to make such payments, you must report your suspicions to the Legal Department. A Public Official is called a Foreign Official in the FCPA, and is defined broadly to cover any employee of any instrumentality at any level (federal, state, or local) of a non-u.s. government, a non-u.s. political party, or a public international organization, a term that includes, among other entities, the United Nations, the World Bank, and the World Health Organization. This definition covers any employees, officers, or agents of any entity in which a non-u.s. government has direct or indirect ownership or control, and therefore includes employees of commercial enterprises which are wholly or partially state owned or controlled. Public Officials under the FCPA are often a broader group of people than the commonplace concept of a government official or public official under the law of the jurisdiction in which the official lives. Thus, an individual may be a Public Official even if he or she does not have a government title or is not directly employed by a government agency. For example, employees of state-owned or controlled banks, airlines, airports and phone companies are likely covered under the FCPA. Rev. Date 02/05/2015 Page 1 of 21 Rev. 2.1

2 A Public Official can be any of the following: Any employee of a government; Any employee of a state-owned or state-controlled entity (even if the person and entity are performing what we consider commercial functions); Any employee of a public international organization (such as the United Nations, World Bank, or World Health Organization); Any candidate for a political office, and any political party official; or Family members of any of the above persons State-Owned Equity: Employees of state-owned or state controlled entities are Public Officials under the FCPA. In general, a State-Owned or State-Controlled entity (SOE) is an entity in which the government of any non-us country (either as one agency or collectively through many different agencies or instrumentalities) holds a significant equity interest in the entity. However, determining whether an entity is state-owned or state-controlled can be complex and the percentage ownership interest is just one of several factors to consider. Please refer to the Legal Department for questions regarding an entity s SOE status. Determining whether a particular person is a Public Official can be complex and may require legal advice. If you are uncertain whether any individual with whom you have business contacts meets this definition, please consult the Legal Department Accounting Provisions: The FCPA also prohibits the maintenance and submission of false or misleading records (e.g., falsely describing a bribe as a commission in accounting records, or attaching a fictitious receipt to support an expense report). These prohibitions apply to all of Microsemi s activity, not just payments to Public Officials Accurate records: All of Microsemi s books, records, accounts and financial statements must be maintained in reasonable detail, must accurately reflect Microsemi s transactions, and must be maintained in accordance with Microsemi s system of internal controls. Any employee who creates or causes the creation of a false or misleading record or accounting entry, or fails to disclose payments, assets, or liabilities will be subject to disciplinary action. If you learn of any false or misleading entries, or unrecorded payments, you should report them immediately to the Legal Department, or make use of the Alert Line. As noted above, Microsemi protects all reporters and will not tolerate any retaliation against parties who report improper behavior Payments, Recordkeeping, and Reimbursements Microsemi employees must always ensure that any payments made in the course of doing business: reflect the actual value of the services provided; are made for a proper business reason; are made to legitimate service providers; are accurately and completely recorded, and meet the requirements of the laws of the United States and of other countries where we do business. These fundamental requirements take on even greater significance in connection with Microsemi s international business Restrictions on reimbursements and use of cash: Microsemi will only pay reimbursements for goods, services, or other expenditures that are fully and properly supported by third-party invoices or receipts. With the exception of normal and customary petty cash requirements, such as paying deliverymen, cash transactions in connection with Microsemi s business are prohibited. Petty cash may never be used for gifts for or entertainment of customers (prospective or current), Public Officials, or business partners. Cash or cash equivalents may never be provided to a Public Official. Rev. Date 02/05/2015 Page 2 of 21 Rev. 2.1

3 4.4. Gifts and Entertainment to Public Officials Some business people with general awareness of the FCPA mistakenly assume that the statutes prohibit only bribes in the form of cash payments to Public Officials or customers. The FCPA prohibitions are much broader than that; they prohibit improperly giving, promising, authorizing, or offering the payment of anything of value to a Public Official to gain an improper advantage. Accordingly, the FCPA restrictions extend to many forms of travel and entertainment expenditures for the benefit of Public Officials as well as non-cash gifts and other benefits, such as offers of employment, educational placement, and charitable donations to entities related to such persons. Microsemi competes for and earns business loyalty through the quality of its personnel, products, technology and services, not with gifts or lavish entertainment. This provision sets out guidelines and limits on the exchange of gifts, meals and entertainment from or to any Public Official Accounting Procedures for Gifts and Entertainment: To ensure that gifts and entertainment are appropriate, clear records of all instances of gifts and entertainment must be maintained. Any expenses for gifts or entertainment must be recorded with care and complete detail in Microsemi s books and records and entered accurately on expense reports. Such records should include, at minimum, the dates, description, and value of the gift or entertainment and the names and titles of the recipients. The Accounting department shall from time to time issue policies, procedures or directives for expense reimbursements to make sure that expenses are properly recorded and are not false or misleading. You must always comply with these directives and policies Gifts: Before offering or giving a gift, you must review and follow the rules and guidelines set forth below. Failure to do so may result in disciplinary action, up to and including termination. It may even carry severe civil or criminal consequences. A gift is anything of value, including cash, gift certificates, favors, services, and promises to do something in the future, that you or anyone in your family, household or with whom you have a close personal relationship, or anyone acting at your direction either give or receive. Gifts purchased with your own money, or partly with your own money, are included in this Policy Giving Gifts: The FCPA (and therefore this Policy) does not prohibit all gifts and entertainment to Public Officials. The FCPA focus is on gifts and payments made with the intention or appearance of improperly influencing a Public Official. These laws permit gifts and entertainment in certain circumstances where such gifts are reasonable, consistent with local law, and made for legitimate business purposes. Because giving gifts may create an appearance of undue influence, you should be extremely cautious in providing gifts. Because it is sometimes difficult to determine who is a Public Official, the following shall apply to all gifts to any thirdparty (unless you can absolutely verify that the recipient is not a Public Official in which case other company policies that cover gifts and ethics shall apply). Gifts may be appropriate if they are (1) unsolicited, (2) not cash or useable as cash (for example, a gift certificate is not acceptable), (3) and are of minimal value (under $100 per year as noted below). Similarly, it is sometimes permissible to give gifts of minimal value that promote, demonstrate or explain Microsemi s products or services (such as small gifts bearing a Microsemi logo). Gifts (but not cash or anything useable as cash) totaling less than $100 in face value (in a calendar year to the same recipient) that do not violate this Policy are permissible without seeking additional approval. Higher amounts require written approval from the Legal Department and completion of Attachment Form D. Gifts are NEVER permissible in certain instances: During a Procurement/Sales Process: You may not give a gift or business courtesy if you are involved in any stage of a formal procurement (sales) process. Intent to influence or reward the recipient: Giving or accepting gifts that could influence or appear to influence the judgment of the recipient is never appropriate and may incur criminal or civil penalties. If any person offers or requests a gift in exchange for business or any type of service, you must decline and contact the Legal Department immediately. Cash or Cash Equivalents: No gift of cash or its equivalent is ever permitted. Any stipend, per diem payment, or gift of any instrument exchangeable for cash, products, or services is prohibited. For example, a gift certificate is not acceptable. Rev. Date 02/05/2015 Page 3 of 21 Rev. 2.1

4 4.5. Entertainment Paying for reasonable business meals of a Public Official directly related to certain legitimate business activities (for example, fulfilling a contractual requirement or promoting, demonstrating, or explaining the company s goods or services) is appropriate and permissible. However, excessive or lavish meals or entertainment are strictly prohibited by this Microsemi Policy and, depending on the circumstances, could be viewed as violations of the FCPA. You must take particular care to follow the policies and procedures outlined below. Failure to do so may result in disciplinary action, up to and including termination. It may even carry severe civil or criminal consequences. Because it is sometimes difficult to ascertain who is a Public Official, the provisions below are applicable to all entertainment. Entertainment includes travel, hotel accommodations, meals, and cultural or sporting events that you attend with a customer, business provider, or other Microsemi business partner. (Unless you attend the event with the recipient, the provision of meals or tickets to events is not entertainment, but are instead gifts and subject to the gift restrictions in this Policy.) 4.6. Travel Appropriate Entertainment: The value and frequency of entertainment of Public Officials must be carefully monitored, as both can give rise to the appearance of impropriety and may violate local law. If the expense is below the following amounts, is incurred in connection with the same person no more than two times per year, and complies with local law, no additional approvals are required: $50 - breakfast $75 - lunch $150 - dinner $200 - other entertainment (such as concerts, theater tickets, or sporting events) Entertainment above these limits must be approved, in writing in advance by the Legal Department by submitting Attachment Form D. Higher amounts or more frequent entertainment may be appropriate in special situations or due to higher costs of living in a specific country. While Microsemi expects employees to stay within these limits as much as possible, if you inadvertently spend more than expected on entertainment, you may submit the form in Attachment D to request post-approval. Post-approvals are the exception and repeated requests are discouraged and may not be reimbursed. Employees should offer only entertainment that is appropriate, reasonable for promotional purposes, is offered or accepted in the normal course of an existing relationship, and is an occasion where business is discussed. The appropriateness of a particular type of entertainment, of course, depends upon both the reasonableness of the expense and on the type of activity involved. In addition, you should never offer entertainment as a means of influencing another person s business or official decision. Any request for the payment of travel expenses of a Public Official can only be approved by the Legal Department and will only be approved if it is bona fide, reasonable and directly related to either (a) the promotion, demonstration or explanation of products or services or (b) the execution or performance of a contract with the customer or foreign government. In any event you will be required to complete Attachment Form D Facilitating Payments You must never offer a facilitating payment without written approval from the Legal Department. Public Officials sometimes request payments, gifts, or other things of value to expedite or facilitate routine, non-discretionary government actions (for example, obtaining utility services or visas, obtaining electrical service, or processing certain papers). In limited cases, these payments may be appropriate; in others, they may violate the FCPA (and/or other foreign laws). Determining whether such payments are lawful and consistent with Microsemi Policy requires complicated judgments of law and policy. Accordingly, you must never offer a facilitating payment without written approval from the Legal Department. Microsemi employees should generally assume that such payments will not be approved, however. If a Public Official requests a facilitating payment, before responding (and before making any payments of this sort), you must review the details of the requested payment with and obtain written approval from the Legal Department. You will be asked to provide the name of the official requesting the payment, whether such payments have been requested or paid before, the purpose of the payment, the amount, how it will be recorded, who is aware of the payment request, and whether the payment is lawful under local law. In determining whether to approve the payment, the Legal Department will be guided by the following criteria. A facilitating payment may be approved only if the payment, gift, or thing of value is: Rev. Date 02/05/2015 Page 4 of 21 Rev. 2.1

5 requested by the Public Official; required because the Public Official would not otherwise timely perform a non-discretionary and routine function that he is required to discharge as part of his duties; legal under applicable law and regulations; nominal in value (taking into consideration the particular market at issue) when aggregated with other payments made to a single Public Official in a year; and unrelated to any decision to award or to continue business with Microsemi. If any such payments are approved, they must be accurately documented in Microsemi s books and records as facilitating payments Other Benefits/Education/Employment/Charitable Contributions Providing any form of value to please a Public Official risks violating the FCPA. For example providing employment to anyone close to a Public Official (such as a family member, paying for education or making a charitable or political contribution at the request of or in any way related to a Public Official, or providing any other type of benefit directly or indirectly to a Public Official are all examples of items that are prohibited under this Policy (at least without prior approval from corporate legal counsel before any payment action or promise to undertake the same) Contracts with Third Parties and Consultants ( Intermediaries ) Each person, as an individual, and Microsemi as a corporation, may under certain circumstances be held criminally liable for improper payments by third parties acting on behalf of Microsemi. For this reason, Microsemi Policy requires that you follow certain steps, detailed below, when obtaining the services of a certain category of third-parties (referred to below as Intermediaries ) in connection with Microsemi s business. These steps are comprised of contractual provisions that must be included in the relevant agreements and some diligence beyond financial and business diligence conducted under other company policies. Examples of the types of third parties that qualify as an Intermediary subject to this Policy are: sales representatives; distributors; consultants; Microsemi s agents; customs brokers or logistics providers; lobbyists; joint venture partners; and law firms in certain high-risk countries Due diligence required to engage an Intermediary: In addition to the normal financial and business diligence that you must conduct under other company policies and procedures, before entering any contract with an Intermediary, you must also conduct a reasonable due diligence investigation into whether the Intermediary has been subject to any formal or informal allegations (including in the media) regarding any misconduct indicating dishonesty and must certify that you have conducted this diligence as part of the contract or engagement review and approval process. You must retain a copy of your diligence file. As part of the third-party engagement process, you must also conduct additional diligence which is at least as comprehensive as the due diligence check-list set out in Attachment A. After completion the foregoing check-list must be signed and maintained in your file for the particular third-party. The Legal Department is going to ask for a copy of such document prior to approving any contract with any such third-party. The Audit Department shall, from time-to-time, conduct audits making sure that all due diligence was indeed performed and that your files contain appropriate documentation including Attachment A First Stages of implementation: The person requesting the contract or relationship is going to be responsible for conducting the initial due diligence and the person s supervisor must review and sign the due diligence form. In the initial stages, of program implementation beginning on January 1, 2014, no contract with any Sales Representative, Distributor or Consultant will be approved unless as part of the approval process a copy of the due diligence form is received by the legal department. During 2014 Legal together with the Finance Department may recommend and implement additional due diligence requirement for other third-party relationships Provisions required to include in contracts with Intermediaries: Beginning on January 1, 2014, every Intermediary must enter into a written agreement with Microsemi, which should contain the representations similar to those set out in Attachment B or equivalent as approved by the Legal Department (in connection with the related agreement). Annual certifications should also be obtained from Intermediaries by the appropriate business unit representative in the form of a completed Attachment Form C and submitted to the Legal Department. Rev. Date 02/05/2015 Page 5 of 21 Rev. 2.1

6 4.10. Certifications Contracts that provide for payments to parties other than the contracting Intermediary, or payments to countries other than the home country of the contracting party, are not acceptable unless specific approval is obtained in writing from the Legal Department. Compensation to Intermediaries must be commensurate with the tasks that the contractor actually undertakes. Payments to Intermediaries must be made in accordance with the terms of their contracts. You must not honor requests to vary the terms of contracts by, for example: Increasing or decreasing agreed amounts on any invoice if such a request has no commercial basis or is contrary to Microsemi s standards, procedures or applicable laws; or Submitting multiple invoices if you suspect such invoices may be used in a manner contrary to Microsemi standards, procedures or applicable laws or otherwise used improperly. Whenever you hire or otherwise engage any third-party you must know that funds we pay the contractor are not used to make payments to Public Officials. Accordingly, as noted above payments must be commensurate with the tasks actually performed. If you suspect otherwise, or suspect that compensation is not commercially reasonable you must contact the Legal Department. Similarly, if you have knowledge that any third-party receiving money from Microsemi is using funds to make improper payments to Public Officials or for other bribes or if you become aware that any such person has made such payments in the past on behalf of other parties, you must contact the Legal Department immediately. Starting January 1, 2014, all Microsemi sales, operations, and finance employee from a Director level and above shall submit an annual compliance certification through the Compliance Manager on Form Attachment E or similar form in Compliance Manager or as otherwise requested by Compliance Officer Mergers & Acquisitions and Joint Ventures From time to time, Microsemi will engage in business transactions such as mergers, acquisitions and/or joint ventures. As part of due diligence procedures for Anti-Corruption, and prior to the execution of these transactions, a corruption review must be conducted and documented. Documentation shall be maintained by the Legal Department Reporting Procedures If you become aware of any conduct by anyone working for or on behalf of Microsemi which your believe in good faith to be in violation of this Policy, you should report such conduct promptly, fully, and objectively through an appropriate channel. Microsemi has established several alternative channels to permit you to select the reporting channel with which you are most comfortable. You may report violations by: speaking with your manager or supervisor; speaking with the Chief Compliance Officer; calling the Compliance Hotline, worldwide at toll-free number +1 (866) ; sending an to mscc@openboard.info; or submitting it through the following website: Failure to comply with this reporting obligation is itself a violation of this Policy. Suspected violations may be reported anonymously. In addition, it is Microsemi s policy to protect any employee from any form of adverse consequences or retaliation for reporting in good faith any suspected violation of this Policy Disciplinary Actions for Non-Compliance Individuals who fail to adhere to this Policy will be subject to disciplinary measures. The severity of the disciplinary measures will vary depending on the degree of non-compliance. Discipline can range from receiving a warning and/or being required to attend additional training on anticorruption compliance to termination of employment. Keep in mind that any internal disciplinary measures are in addition to any criminal or civil penalties imposed by law enforcement agencies. Violations of applicable anti-corruption rules can result in substantial criminal and civil penalties for individual employees and may include lengthy prison sentences. Rev. Date 02/05/2015 Page 6 of 21 Rev. 2.1

7 4.14. Implementation; Revisions The Chief Compliance Officer may from time to time appoint people in certain locations and/or who manage certain functions within Microsemi to assist in, and/or be responsible for, the implementation of this Policy and compliance herewith in a specific location or with respect to a certain function area within Microsemi. This Policy may be revised and supplemented from time to time to keep pace with recommended practices for compliance and the expectations of enforcement authorities. The Chief Compliance Officer is responsible for coordinating the updating of this Policy as needed. Pay attention to revisions to this manual or to applicable guidelines Questions and Advice Compliance with this Policy is the responsibility of everyone at Microsemi. You should use your best judgment to anticipate, detect, avoid, and correct violations of this Policy. Questions regarding anti-corruption laws are not always straightforward, and the consequences of poor decisions for Microsemi and for you as an individual can be disastrous. Do not assume the risks of making difficult and sensitive judgments on compliance with this Policy on your own. Please reach out to your manager, the Chief Compliance Officer, or an appropriate Microsemi contact if you have any questions or concerns. Microsemi has committed to providing the resources and support you need to succeed in the marketplace while adhering to our commitments to ethical and legal business practices. 5. RESPONSIBILITY 5.1. The Legal Department is responsible for interpretation, updates, amendments and revisions to this Policy The Legal Department will initiate any action relating to enforcement of this Policy General Managers, function heads and other people designated by the Legal Department shall be responsible for communication of this Policy to such reports and other employees and if requested by Legal be involved with enforcement of the same with respect any reports Any employee who receives a copy of the FCPA Policy, has an obligation and responsibility to make sure to read and understand the same, ask relevant questions and to execute and return to Microsemi any acknowledgement requested. Rev. Date 02/05/2015 Page 7 of 21 Rev. 2.1

8 ATTACHMENT A DESIGNATED BUSINESS PARTNER 0F1 DUE DILIGENCE CHECKLIST Background Information 1. Business Partner s name a. Please state the Business Partner s current name. b. Please state any and all other names, if different from the name provided above, under which the Business Partner has done business during the last five years. 2. Business Partner a. Address: b. Telephone Number: c. Website: d. address: 3. Type of Business Sole Proprietor General Partnership Limited Partnership Private Corporation Public Corporation or Government-Owned Entity (even if ownership is partial) Trust Joint Venture Other: 4. Number of employees: 1 The term Business Partner applies broadly to distributors, resellers, joint venture or consortium partners, sales agents, consultants, brokers (including customs brokers), and other third parties with whom Microsemi Corporation works in order to do business with its customers. Rev. Date 02/05/2015 Page 8 of 21 Rev. 2.1

9 5. Date of start of business: 6. Please identify all of the countries in which the Business Partner operates (if known): 7. Provide information on the place and date of incorporation, filing of articles of partnership, establishment, or registration of the Business Partner (if known), and attach any relevant documents. Ownership and Management 8. List the complete name, title, and date of birth for each of the Owners, Directors, and Officers of the Business Partner. Name Title Date of Birth Name Title Date of Birth Name Title Date of Birth Name Title Date of Birth Name Title Date of Birth Name Title Date of Birth Name Title Date of Birth a. Identify any owner, director, officer or employee of the Business Partner who is a Public Official (including party official or candidate for public office) of otherwise employed by a government agency, public international organization, or government-owned entity and identify if a government agency owns any part of the Business Partner: Rev. Date 02/05/2015 Page 9 of 21 Rev. 2.1

10 Criminal, Civil and Diligence History 9. Has the Business Partner or any individual listed above been investigated, indicted, charged with, convicted of, been a party to, or named in any criminal action? If yes, please explain circumstances. a. Does the Business Partner or any individual listed above have any suspensions, debarments, proposed debarments, or other disqualifications related to conducting business with the U.S. Government or any other foreign governments? (Please run the Business Partner s name against the list of parties debarred or suspended from procurement or non-procurement programs that may be found at If yes, please explain. b. Please run the name of the Business Partner and any individuals listed above against the Specially Designated Persons list. (The list can be found at List/Pages/default.aspx.) What are the results? 10. Are you aware of any lawsuits or other civil or regulatory actions involving allegations that would reflect adversely on the Business Partner s business integrity or business practices? Business Partner s Business and Government Interaction 11. Are you aware of any circumstances in which any director, officer, employee or other representative of the Business Partner paid, offered or authorized the payment of money or anything of value to any government official, political party or official, or candidate for political office? Rev. Date 02/05/2015 Page 10 of 21 Rev. 2.1

11 12. Are you aware of any circumstances in which any governmental official has requested or demanded a payment or benefit from the Business Partner? 13. Does the Business Partner employ or receive any services from any government official? 14. Are you aware of any grease or facilitating payments made by the Business Partner or its representatives for routine government action, such as clearing goods through customs, registering vehicles, or obtaining police protection? 15. Has the Business Partner provided or paid for any of the following for any government official or family member or guest of any government official: travel/lodging; meals; entertainment; gifts? 16. Do any media accounts or articles implicate the Business Partner or any individual listed above in any payoffs, bribes, or kickbacks, suggest a negative ethical reputation, or otherwise suggest a history of corruption? (Please run the Business Partner s name in an Internet search engine with the words bribe, corruption, kickbacks, FCPA ). If yes, please explain and attach the results. 17. Has the Business Partner been provided with the Company s Anti-Corruption Policy and Compliance Certification Form if applicable and agreed to execute the Certification Form upon its engagement and on an annual basis? Rev. Date 02/05/2015 Page 11 of 21 Rev. 2.1

12 Proposed Work for Microsemi Corporation 18. What are the services to be provided or the nature of the proposed business relationship with the Business Partner? 19. Do any of the services that the Business Partner will perform for Microsemi Corporation require any governmental or regulatory approvals, other official action, or interaction with Government Officials (including employees of state-owned entities)? Yes No If yes, please provide the details. 20. How was the Business Partner identified? 21. Who recommended the Business Partner? 22. Why was this Business Partner chosen? (Please identify the Business Partner s key qualifications that were essential to your decision.) Rev. Date 02/05/2015 Page 12 of 21 Rev. 2.1

13 23. What are the Business Partner s reputation, skills, and performance history in the country or region of the engagement? (If available, include marketing materials, any information found in publicly available documents and during the Internet research of the Representative, notes of conversations with previous clients, and resumes/cvs of the Business Partner s principals) 24. Are the services that the Business Partner will perform for Microsemi Corporation consistent with the services it normally provides and previous experience? If no, please explain why the Business Partner should be chosen for this engagement. 25. Does the Business Partner anticipate using third parties as subcontractors to perform services for or on behalf of the Company? If yes, please state the names of the subcontractors and provide resumes or requisite background information for these third parties, explain why the Business Partner needs to engage these third parties and describe the terms and conditions under which they will perform these services. The names of all potential third parties should also be run through the databases described above. 26. Describe the terms of the proposed compensation arrangement, if any, between Microsemi Corporation and the Business Partner. Rev. Date 02/05/2015 Page 13 of 21 Rev. 2.1

14 Approvals By signing this form, I indicate that I approve the proposed engagement of the counterparty for which this form was completed and have no reason to believe that it will result in a violation of the Microsemi s Code of Business Conduct and/or Anti- Corruption Compliance Policy, the U.S. Foreign Corrupt Practices Act, applicable anti-corruption laws. Person Requesting Retention of Business Partner Signature: Date: Name (please print): Title: I have reviewed and approve the retention (approval by GM or Requestor s Supervisor) Signature: Date: Name (please print): Title: Rev. Date 02/05/2015 Page 14 of 21 Rev. 2.1

15 ATTACHMENT FORM B REPRESENTATIONS AND WARRANTIES [The following is to be included in all Intermediary contracts] For Anti-Corruption Compliance: 1. [INTERMEDIARY] has reviewed and understands Microsemi s Policy entitled Policy and Procedures relating to compliance with FCPA and Microsemi s Code of Ethics ( the Policy ) and understands that it is Microsemi Policy to comply fully with the requirements of the U.S. Foreign Corrupt Practices Act ( FCPA ) and the applicable laws in any jurisdiction or country that is applicable to this agreement or performance thereunder. [INTERMEDIARY] has a full understanding of the Policy and shall strictly adhere to and comply with any applicable laws, regulations, and administrative requirements prohibiting bribery and corruption, including but not limited to the FCPA, and any other applicable anti-bribery laws. 2. [INTERMEDIARY] shall annually complete and provide to Microsemi a Certification of Compliance with Microsemi s Anti-Corruption Policy, in the form attached hereto. 3. [INTERMEDIARY] shall provide translations of the Policy to any of its employees who perform work on behalf of Microsemi. 4. [INTERMEDIARY] certifies and represents that, to the best of its knowledge,: a. Neither it nor any of its owners, partners, officers, directors, shareholders or employees has been, is, or is anticipated to become during the term of this agreement (i) an official or employee of any government (federal, regional or local) or any political subdivision, ministry, agency, or political party, (ii) an employee of an enterprise owned or controlled by a government, (iii) a candidate for political office or hold political office, or (iv) an officer or employee of a public international organization, such as the World Bank. b. If any such owner, partner, officer, director or employee of (i) becomes a candidate for political office; (ii) becomes such an official or if an employee or official of a government, or any instrumentality thereof, or (iii) obtains an interest in Microsemi or the Agreement, [INTERMEDIARY] must immediately notify Microsemi of the change in status, and Microsemi will have the right to terminate the agreement. 5. [INTERMEDIARY] further certifies and represents that, in connection with its activities with or for Microsemi, it: a. is familiar with, and will comply in all respects with the laws, rules and regulations of all applicable jurisdictions including, but not limited to, the FCPA and with any applicable laws, regulations, and administrative requirements combating bribery of Public Officials. b. has not made or authorized and will not, directly or indirectly, make or authorize any payments or gifts, or offers or promises of payments or gifts or things of value, directly or indirectly, to: (i) any official or employee of any government (federal, regional or local) or any political subdivision, ministry, agency, or political party, (ii) any employee of an enterprise owned or controlled by a government, (iii) a political party, a candidate for political office or person holding political office, or (iv) an officer or employee of a public international organization, such as the World Bank, or to any other person while being aware of or having a belief that such money or item of value will be passed on to one of the above, to influence any act or decision by such person or by any governmental body for the purpose of obtaining, retaining or directing business to Microsemi or to otherwise obtain an improper advantage for Microsemi and will not do so in the future. c. has not paid, or offered, or agreed to pay any political contributions in respect of any business for which it provides or may have provided services to Microsemi, and that it will not do so in the future. Rev. Date 02/05/2015 Page 15 of 21 Rev. 2.1

16 d. will fully cooperate in any investigation related to compliance with applicable anti-bribery, economic sanctions and export control laws, including making employees available for interviews, in the event that the Microsemi requests such cooperation. 6. [INTERMEDIARY] further certifies and represents that it has not made or authorized and will not, directly or indirectly, make or authorize any payments or gifts, or offers or promises of payments or gifts or things of value, directly or indirectly, to induce a person working for Microsemi s customers or vendors to perform improperly a relevant function or activity or to reward a person for the improper performance of such a function or activity, for the purpose obtaining, retaining or directing business to Microsemi or to otherwise obtain an improper advantage for Microsemi. 7. [INTERMEDIARY] shall not take any action which would cause Microsemi or a Microsemi officer or employee to be in violation of any law in or the Policy. 8. Any commission or other fee paid by Microsemi to [INTERMEDIARY] hereunder shall be for services actually rendered to Microsemi, and no part of any such fee paid to [INTERMEDIARY] hereunder or any other funds of [INTERMEDIARY] shall, directly or indirectly, be paid to, or accrue for the benefit of, any official, agent, or employee of any government (federal, regional or local) or any political subdivision, ministry, agency, or authority thereof, an enterprise owned or controlled by a government, or a political party or an official, agent or employee of a political party, or a candidate for political office, or a director, officer, employee or shareholder of any customer or known prospective customer of Microsemi. 9. Microsemi shall make all payments by check or wire transfer payable to [INTERMEDIARY] or to an account in the name of [INTERMEDIARY] at a recognized financial institution located in the country of its principal place of business as identified in this agreement. 10. [INTERMEDIARY] represents and certifies that it has not or any of its principals have been convicted of or pleaded guilty to a criminal offense, including one involving fraud, corruption, or moral turpitude, that it is not now, to the best of its knowledge, the subject of any government investigation, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government programs. 11. [INTERMEDIARY] agrees to give prompt written notice to Microsemi if, at any time during the term of the Agreement, [INTERMEDIARY] has failed to comply with or has breached any of its warranties and covenants. In the event [INTERMEDIARY] has breached any of its warranties and covenants, it shall forfeit any claim to future payments under this contract. In the event that [INTERMEDIARY] breaches the anti-corruption warranty of this agreement, it shall additionally refund any payments made under the contract which contract shall be null and void. Breach of warranties and covenants in this agreement are grounds for immediate termination. COMPLETED BY: X Signature of Authorized Representative Name of Authorized Representative (Please print) Name of Company (Please Print) Date ATTACHMENT FORM C INTERMEDIARY S CERTIFICATION OF COMPLIANCE Rev. Date 02/05/2015 Page 16 of 21 Rev. 2.1

17 WITH MICROSEMI ANTI-CORRUPTION POLICY [INTERMEDIARY] hereby certify that I have reviewed Microsemi s Policy and Procedures relating to compliance with FCPA and Microsemi s Code of Ethics ( the Policy ) and am familiar with its provisions. [INTERMEDIARY] further certifies that it has not and will not offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to directly or indirectly, to a Public Official (including (i) any official or employee of any government (federal, regional or local) or any political subdivision, ministry, agency, or political party, (ii) any employee of an enterprise owned or controlled by a government, (iii) a political party, a candidate for political office or person holding political office, or (iv) an officer or employee of a public international organization, such as the World Bank), or to any person, while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Public Official for the purposes of: (a) influencing any act or decision of such Public Official, including a decision to fail to perform his or its official functions; or inducing him to do or omit to do any act in violation of that official s lawful duty; or (b) (c) inducing such Public Official to use his or its influence with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, or securing any improper advantage in order to assist Microsemi or [INTERMEDIARY] in obtaining or retaining business for or with, or directing business to Microsemi or [INTERMEDIARY], or any other person. [INTERMEDIARY] also certifies that it has not made and will not make any facilitating or expediting payments in connection with its services on behalf of Microsemi. [INTERMEDIARY] also certifies that it has not made or authorized and will not, directly or indirectly, make or authorize any payments or gifts, or offers or promises of payments or gifts or things of value, directly or indirectly, to induce a person to perform improperly a relevant function or activity or to reward a person for the improper performance of such a function or activity, for the purpose obtaining, retaining, or directing business to or for Microsemi or to otherwise obtain an improper advantage for Microsemi. [INTERMEDIARY] further agrees that if subsequent developments cause the certifications and information reported hereinafter to be no longer accurate or complete, [INTERMEDIARY] will immediately furnish Microsemi with a supplementary report detailing such change in circumstances. COMPLETED BY: X Signature of Authorized Representative Name of Authorized Representative (Please print) Name of Company (Please Print) Date Rev. Date 02/05/2015 Page 17 of 21 Rev. 2.1

18 ATTACHMENT FORM D GIFT, TRAVEL, OR ENTERTAINMENT EXPENSE PRE-APPROVAL [This form is to obtain pre-approval for gift, travel, and entertainment expenses when the gift or entertainment exceeds certain amounts and in all cases of travel provided to customers or Public Officials. If this is being submitted to request post-approval due to an inadvertent expenditure over the suggested limits, please explain the reason post-approval is needed.] 1. Name of Recipient: 2. Official position of Recipient: 3. Did recipient request expenditure or is it something to be offered? 4. How will the expenditure promote Microsemi? 5. Is there a pending transaction, contract or license approval or other matter affecting Microsemi business over which the recipient has discretion? Yes No Please explain your answer: 6. Has the recipient s supervisor/agency be informed of the benefit? Yes No a. If not, why not? Please provide detail: 7. What is the nature of the gift or travel, entertainment or educational expense intended to be paid for? (Note that benefits to family members and side trips are not permitted benefits.) 8. What is the itemized value of those gift, travel, entertainment or educational expenditures? Rev. Date 02/05/2015 Page 18 of 21 Rev. 2.1

19 9. Has the recipient received another benefit within the last year from any Microsemi unit? 10. Is the benefit authorized by written law of the country in which the recipient holds his/her position? Yes No a. If yes, is there a local law opinion on file? Yes No 11. Does the benefit violate local anti-corruption law? Yes No 12. Will the payment of expenses be conveyed directly or will it be in the form of reimbursement to the recipient s employer or agency with receipts (Preferred)? 13. If travel-related expenses will be paid, why is it not possible to address Microsemi s business purpose at the recipient s location? a. Is the duration of the proposed trip reasonably related to this compelling business purpose? Yes No Rev. Date 02/05/2015 Page 19 of 21 Rev. 2.1

20 b. Is it contemplated that Microsemi will pay expenses related to travel to any non-business location? Yes No Note: no cash payments shall be made, including in the form of per diem or spending allowances. 14. If not direct and not reimbursed to recipient s employer or agency, will third party vendor (i.e. an airline, hotel, restaurant, etc.) receive our payment? Yes No If yes, detail: 15. What is the business purpose of the proposed expenditure? (Be as detailed as possible as to the business reason(s) for this request) SUBMITTED BY: X Requesting Employee Signature Requesting Employee Name (print) Date APPROVED BY: If approved, this completed Attachment Form D, along with detailed receipts, must be submitted by the requestor. X Signature Date Rev. Date 02/05/2015 Page 20 of 21 Rev. 2.1