ACTEL CORP
EX-10.1
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<TYPE>EX-10.1
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<FILENAME>exhibit2.htm
<DESCRIPTION>EX-10.1
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">THIS AGREEMENT (&#147;<U>Agreement</U>&#148;), dated as of March&nbsp;6, 2009, is made by and between Actel
Corporation, a California corporation (&#147;<U>Actel</U>&#148; or the &#147;<U>Company</U>&#148;), and the entities
and natural persons listed on Schedule&nbsp;A hereto and their affiliates (collectively, the &#147;<U>Ramius
Group</U>&#148;) (each of the Company and the Ramius Group, a &#147;<U>Party</U>&#148; to this Agreement, and
collectively, the &#147;<U>Parties</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Ramius Group may be deemed to beneficially own shares of common stock of Actel
(the &#147;<U>Common Stock</U>&#148;) totaling, in the aggregate, 2,264,272 shares, or approximately 8.8% of
the Common Stock issued and outstanding on the date hereof; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, Actel and the Ramius Group have agreed that it is in their mutual interests to enter
into this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the premises and the representations, warranties, and
agreements contained herein, and other good and valuable consideration, the Parties mutually agree
as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>1.&nbsp; Representations and Warranties of the Ramius Group</I></B>. The Ramius Group represents and
warrants to Actel that (a)&nbsp;this Agreement has been duly authorized, executed and delivered by the
Ramius Group, and is a valid and binding obligation of the Ramius Group, enforceable against the
Ramius Group in accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar
laws generally affecting the rights of creditors and subject to general equity principles; (b)&nbsp;the
execution of this Agreement, the consummation of any of the transactions contemplated hereby, and
the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not
conflict with, or result in a breach or violation of the organizational documents of the Ramius
Group as currently in effect; and (c)&nbsp;as of the date of this Agreement, the Ramius Group may be
deemed to beneficially own in the aggregate 2,264,272 shares of Common Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>2.&nbsp; Representations and Warranties of Actel</I></B>. Actel hereby represents and warrants to the
Ramius Group that (a)&nbsp;this Agreement has been duly authorized, executed and delivered by Actel, and
is a valid and binding obligation of Actel, enforceable against Actel in accordance with its terms,
except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and
subject to general equity principles; (b)&nbsp;the execution of this Agreement, the consummation of any
of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in
accordance with the terms hereof, will not (1)&nbsp;conflict with, result in a breach or violation of,
constitute a default (or an event which with notice or lapse of time or both could become a
default) under or pursuant to, result in the loss of a material benefit or give any right of
termination, amendment, acceleration or cancellation under, or result in the imposition of any
lien, charge or encumbrance upon any property or assets of Actel or any of its subsidiaries
pursuant to any law, any order of any court or other agency of government, Actel&#146;s Restated
Articles of Incorporation (as amended January&nbsp;3, 2003) (the &#147;<U>Restated Articles</U>&#148;), Actel&#146;s
Amended and Restated Bylaws (the &#147;<U>Bylaws</U>&#148;), or the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which Actel is a party or bound or to which its property or assets is
subject or (2)&nbsp;trigger any &#147;change of control&#148; provisions in any agreement to which Actel is a
party; and (c)&nbsp;no consent, approval, authorization, license or clearance of, or filing or
registration with, or notification to, any court, legislative, executive or regulatory authority or
agency is required in order to permit Actel to perform its obligations under this Agreement, except
for such as have been obtained.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>3.&nbsp;Directorships</I></B><B>.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Prior to the time that Actel mails its definitive proxy statement for its 2009 annual
shareholder meeting (the &#147;<U>2009 Annual Meeting</U>&#148;), but in any event no later than March&nbsp;23,
2009, Actel&#146;s board of directors (the &#147;<U>Board</U>&#148;) and all applicable committees of the Board
shall take all necessary actions to (i)&nbsp;increase the size of the Board from six (6)&nbsp;to nine (9)
members and (ii)&nbsp;appoint Gavin T. Molinelli, Eric J. Zahler and Jeffrey C. Smith (the &#147;<U>New
Appointees</U>&#148;) to fill the vacancies on the Board created by increasing its size to nine (9)
members.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Actel agrees that the Board and all applicable committees of the Board will nominate no
more than eight (8)&nbsp;members for election to Actel&#146;s Board at the 2009 Annual Meeting. Actel
further agrees that the Board and all applicable committees of the Board will take all actions
necessary and appropriate to amend the Bylaws to reduce the size of the Board to eight (8)&nbsp;members
effective at the 2009 Annual Meeting.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Actel agrees that the Board and all applicable committees of the Board will take all
actions necessary and appropriate to:


<P align="left" style="font-size: 12pt; text-indent: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1)&nbsp;nominate the New Appointees, or any replacement director appointed pursuant
to Section 3(d) or Section 3(e) below as applicable (the &#147;<U>Replacement Appointees</U>,&#148; and
together with the remaining New Appointees, the &#147;<U>Ramius Directors</U>&#148;), for election to
Actel&#146;s Board at the 2009 Annual Meeting (other than in the case of such person&#146;s refusal to serve
or if such person has committed an act that would be grounds for removal from the Board for cause,
in which case the Ramius Group will have the right to designate and substitute another person or
persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of
the Board (the &#147;<U>Nominating Committee</U>&#148;) in good faith after exercising its fiduciary duties
that such candidate has business experience in such areas as would reasonably be expected to
enhance the Board, consistent with Actel&#146;s guidelines relating to director qualifications and Board
composition), together with up to five (5)&nbsp;other persons to be included in Actel&#146;s slate of
nominees for director, with terms expiring at Actel&#146;s 2010 annual shareholder meeting (the
&#147;<U>2010 Annual Meeting</U>&#148;);


<P align="left" style="font-size: 12pt; text-indent: 12%">(2)&nbsp;recommend, and reflect such recommendation in Actel&#146;s definitive proxy statement in
connection with the 2009 Annual Meeting, that the shareholders of Actel vote to elect the Ramius
Directors as directors of Actel at the 2009 Annual Meeting;


<P align="left" style="font-size: 12pt; text-indent: 12%">(3)&nbsp;use its reasonable efforts to solicit and obtain proxies in favor of the election of the
Ramius Directors at the 2009 Annual Meeting, in the same manner as for the other candidates
nominated for election at the 2009 Annual Meeting; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(4)&nbsp;ensure that, while any of the Ramius Directors remains in office, the Ramius Group will
have the right to designate at least one Ramius Director, subject to compliance with applicable
Securities and Exchange Commission (the &#147;<U>SEC</U>&#148;) and Nasdaq corporate governance rules, to
serve on each committee and sub-committee of the Board (or any substitutes therefor) now in
existence or created after the date hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Following the appointment of the New Appointees pursuant to Section 3(a) of this
Agreement, the Ramius Group agrees that it shall use reasonable efforts to select a candidate to
replace Mr.&nbsp;Molinelli to serve on the Board, subject to evaluation and approval by the Nominating
Committee using the standards described in Section&nbsp;3(c)(1); provided, however, that such candidate
(i)&nbsp;shall not be an affiliate of the Ramius Group and (ii)&nbsp;shall have significant experience in the
semiconductor industry. The Nominating Committee shall not unreasonably withhold approval of such
person. In the event the Nominating Committee does not approve the person selected by the Ramius
Group, the Ramius Group will have the right to select an additional candidate for consideration by
the Nominating Committee who meets the standards described in the first sentence of this Section
3(d). Once the Nominating Committee has approved a candidate selected by the Ramius Group, the
Ramius Group shall take all necessary action to cause Mr.&nbsp;Molinelli to resign his position as a
director. Contemporaneously with such resignation, the Board shall appoint the candidate selected
by the Ramius Group and approved by the Nominating Committee to fill the vacancy on the Board
created by the resignation of Mr.&nbsp;Molinelli.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Actel agrees that, during the term of this Agreement, if a Ramius Director resigns or is
otherwise unable to serve as a director or is removed for cause as a director (other than the
resignation of Mr.&nbsp;Molinelli pursuant to Section&nbsp;3(d)), the Ramius Group will have the right to
designate and substitute a person or persons for appointment to the Board as a replacement
director, subject to evaluation and determination by the Nominating Committee using the standards
described in Section&nbsp;3(c)(1); provided, however, (i)&nbsp;the substitute person designated by the Ramius
Group shall have experience consistent with the director being replaced and (ii)&nbsp;at no point
following the appointment of the candidate replacing Mr.&nbsp;Molinelli pursuant to Section 3(d) shall
the Ramius Directors consist of more than one (1)&nbsp;affiliate of the Ramius Group. The Nominating
Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by
the Ramius Group. In the event the Nominating Committee does not accept a replacement director
recommended by the Ramius Group, the Ramius Group will have the right to recommend additional
replacement director(s) for consideration by the Nominating Committee. The Board will appoint such
replacement director to the Board no later than five (5)&nbsp;business days after the Nominating
Committee&#146;s recommendation of such replacement director.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Each of the Ramius Directors, upon election to the Board, will be governed by the same
protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties,
trading and disclosure policies and other governance guidelines, and shall have the same rights and
benefits, including (but not limited to) with respect to insurance, indemnification, compensation
and fees, as are generally applicable to any non-employee directors of Actel.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;Actel agrees that it shall hold the 2009 Annual Meeting on June&nbsp;5, 2009.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;Except as provided in Section 3(a) above, Actel agrees that prior to the 2010 Annual
Meeting, the Board and all applicable committees of the Board shall not (i)&nbsp;increase the size of
the Board to more than eight (8)&nbsp;directors or (ii)&nbsp;or take any other action to materially limit or
restrict the rights of or time allotted to its shareholders to nominate persons for election to the
Board (including but not limited to by amending the Restated Articles or Bylaws).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>4.&nbsp;Standstill Restrictions</I></B><I>.</I>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Subject to applicable law, including Section 13(d) and (g)&nbsp;of the Securities Exchange Act
of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;), except as permitted pursuant to the terms of this
Agreement, during the term of this Agreement, the Ramius Group shall not, and shall cause their
Affiliates and Associates (as defined below) under its control or direction not to, in any manner,
directly or indirectly:


<P align="left" style="font-size: 12pt">&nbsp; (i)&nbsp;solicit (as such term is used in the proxy rules of the Securities and Exchange
Commission (the &#147;<U>SEC</U>&#148;)) proxies or consents to vote any securities of Actel, or make, or in
any way participate in, any &#147;solicitation&#148; of any &#147;proxy&#148; within the meaning of Rule&nbsp;14a-1
promulgated by the SEC under the Exchange Act to vote any shares of Common Stock with respect to
any matter, or become a &#147;participant&#148; in any &#147;contested solicitation&#148; for the election of directors
with respect to Actel (as such terms are defined or used in the Exchange Act and the rules
promulgated thereunder), other than solicitations or acting as a participant in support of all of
Actel&#146;s nominees and proposals;


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial
ownership (as determined under Rule&nbsp;13d-3 promulgated under the Exchange Act) of any Common Stock
or other securities issued by Actel, if in any such case, immediately after the taking of such
action, the Ramius Group would, in the aggregate, collectively beneficially own more than the
greater of (i)&nbsp;14.9% of the then outstanding shares of Common Stock, or (ii)&nbsp;such percentage of the
then outstanding shares of Common Stock as is 0.1% less than the amount causing the Ramius Group to
become an &#147;Acquiring Person&#148; under the Company&#146;s Preferred Stock Rights Agreement, dated October
17, 2003, as the same may be amended;


<P align="left" style="font-size: 12pt; text-indent: 12%">(iii)&nbsp;form, join or in any way participate in any &#147;group&#148; (within the meaning of Section
13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely
of the Ramius Group);


<P align="left" style="font-size: 12pt; text-indent: 12%">(iv)&nbsp;deposit any Common Stock in any voting trust or subject any Common Stock to any
arrangement or agreement with respect to the voting of any Common Stock, other than any such voting
trust, arrangement or agreement solely among the Ramius Group;


<P align="left" style="font-size: 12pt; text-indent: 12%">(v)&nbsp;otherwise act, alone or in concert with others to (1)&nbsp;make any public statement critical
of Actel, its directors or management, other than as contemplated by Section&nbsp;4(a)(vi)(3) below or
(2)&nbsp;control or seek to control the Board, other than through non public communications with the
officers and directors of Actel;


<P align="left" style="font-size: 12pt; text-indent: 12%">(vi)&nbsp;other than as provided in this Agreement, make any public announcement with respect to,
or offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition
or other business combination involving Actel, other than through non public communications with
the officers and directors of Actel; <U>provided</U>, <U>however</U>, that nothing herein will
limit the ability of (1)&nbsp;any member of the Ramius Group, or its respective Affiliates and
Associates, except as otherwise provided in Section&nbsp;5, to vote its shares of Common Stock on any
matter submitted to a vote of the stockholders of the Company, (2)the Ramius Directors to exercise
their rights as members of the Board while serving as members of the Board or (3)&nbsp;the Ramius Group
to announce its opposition to any Board approved proposals related to a merger, acquisition,
disposition of all or substantially all of the assets of Actel or other business combination
involving Actel and not supported by Mr.&nbsp;Smith;</FONT><FONT style="font-size: 10pt">
</FONT>

<P align="left" style="font-size: 10pt; text-indent: 12%"><FONT style="font-size: 12pt">(vii)&nbsp;seek, alone or in concert with others, (1)&nbsp;to call a meeting of shareholders, or
(2)&nbsp;representation on the Board, except as specifically contemplated in Section&nbsp;3(a), Section&nbsp;3(c),
Section 3(d) and Section&nbsp;4(b), or (3)&nbsp;the removal of any member of the Board; or
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 12%">(viii)&nbsp;publicly disclose any request to amend, waive or terminate any provision of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Notwithstanding anything contained herein to the contrary, any member of the Ramius Group,
and any Affiliate or Associate of any such member, shall be entitled to:


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;subject to Section&nbsp;5, vote their shares in favor of the election of the Ramius Directors
at the 2009 Annual Meeting and on any other proposal duly brought before the 2009 Annual Meeting,
or otherwise vote as the Ramius Group determines in their sole discretion;


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;disclose, publicly or otherwise, how it intends to vote or act with respect to any
securities of the Company, any stockholder proposal or other matter to be voted on by the
stockholders of the Company (other than the election of directors) and the reasons therefor;


<P align="left" style="font-size: 12pt; text-indent: 12%">(iii)&nbsp;propose a slate of nominees for election as directors and/or one or more proposal(s) for
consideration or approval by shareholders at the 2010 Annual Meeting in order to comply with the
advance notice provisions or other requirements of the Restated Articles or the Bylaws; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(iv)&nbsp;In the event a special meeting is called by a shareholder of Actel with respect to the
removal of directors, the Ramius Group may (A)&nbsp;cumulate the vote of the shares of Common Stock held
by the Ramius Group and vote in favor of the Ramius Directors and (B)&nbsp;solicit proxies to vote
against the removal of the Ramius Directors; provided, however, that if Actel solicits proxies to
vote against the removal of all directors, the Ramius Group may only solicit proxies to vote
against the removal of all directors and not just the Ramius Directors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;As used in this Agreement, the terms &#147;Affiliate&#148; and &#147;Associate&#148; shall have the respective
meanings set forth in Rule&nbsp;12b-2 promulgated by the SEC under the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>5.&nbsp;&nbsp;Actions by the Ramius Group.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;At the 2009 Annual Meeting, the Ramius Group shall vote, and cause their respective
officers, directors, employees and agents to vote, all of the shares of Common Stock beneficially
owned by him or them for (i)&nbsp;each of Actel&#146;s nominees for election to the Board, (ii)&nbsp;the
ratification of the appointment of Actel&#146;s independent auditors and (iii)&nbsp;an amendment to Actel&#146;s
Employee Stock Purchase Plan to increase the number of authorized shares reserved for issuance
thereunder to up to 2,500,000 shares of Common Stock subject to the favorable recommendation of the
RiskMetrics Group or such lower number of shares that the RiskMetrics Group endorses.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Upon execution of this Agreement by the Parties, the Ramius Group shall not submit any
proposals or nominations for election to the Board at the 2009 Annual Meeting;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>6.&nbsp; Termination</I></B><I>. </I>This Agreement shall terminate and the obligations of the Parties under this
Agreement shall cease on the earlier of the following (the &#147;<U>Termination Date</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;at the option of Actel, upon the earliest of a material breach by the Ramius Group of any
obligation hereunder which has not been cured within 14&nbsp;days after the Ramius Group receives notice
of such breach from Actel


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;at the option of the Ramius Group, upon a material breach by Actel of any obligation
hereunder which has not been cured within 14&nbsp;days after Actel receives notice of such breach from
the Ramius Group;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;seven days prior to the date that an Actel shareholder may first submit a nomination for
the election of directors at the 2010 Annual Meeting pursuant to the bylaws of the Company as then
in effect;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;on the day that the Board publicly announces its nominees for election as directors at the
2010 Annual Meeting; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;at any time, upon the written consent of all of the Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>7.&nbsp; Public Announcement. </I></B>Actel and the Ramius Group shall promptly disclose the existence of
this Agreement after its execution pursuant to a joint press release that is mutually acceptable to
the parties, including a description of the material terms of this Agreement. Subject to applicable
law, none of the Parties shall disclose the existence of this Agreement until the joint press
release is issued. The Parties agree that, while this Agreement remains in effect, each Party
shall refrain from any disparagement, defamation, libel, or slander with respect to any other Party
or its affiliates or from publicly criticizing such other Party or its affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>8.&nbsp;&nbsp;Nonpublic Information</I></B><I>.</I>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;In connection with discussions between the Ramius Group and their representatives and
Actel and its representatives, or otherwise during the term of this Agreement, the Ramius Group or
their representatives have obtained information about Actel or its securities that is confidential.
Each member of the Ramius Group agrees, as set forth below, to treat confidentially any such
information (whether oral or written, provided that all written information shall have been
identified as confidential) furnished to or otherwise obtained by the Ramius Group or their
representatives from Actel or on their behalf together with those portions of analyses, summaries,
notes or other documents prepared by the Ramius Group or any of their representatives which contain
or otherwise reflect such information (herein collectively referred to as the &#147;<U>Confidential
Information</U>&#148;). The Ramius Group agrees that, except with Actel&#146;s prior written consent, neither
the Ramius Group nor their representatives will disclose any Confidential Information to any other
person or use any of the Confidential Information for any purpose other than on Actel&#146;s behalf. For
purposes of this Agreement, the phrase &#147;Confidential Information&#148; shall not include information
which (i)&nbsp;becomes lawfully available to the public other than as a result of a disclosure by the
Ramius Group or their representatives, (ii)&nbsp;was lawfully available to the Ramius Group on a
nonconfidential basis prior to its disclosure to the Ramius Group or their representatives by Actel
or on its behalf or (iii)&nbsp;lawfully becomes available to the Ramius Group on a nonconfidential basis
from a source other than Actel or Actel&#146;s representatives or agents, provided that to the knowledge
of the Ramius Group, such source is not bound by a confidentiality agreement with Actel. Actel has
no obligation to furnish Confidential Information to the Ramius Group or their representatives by
virtue of this Agreement. In the event that any member of the Ramius Group is requested pursuant
to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any
portion of the Confidential Information, the Ramius Group shall give prompt notice to Actel, to the
extent such notice is legally permissible. The Ramius Group shall use all commercially reasonable
efforts to limit the scope of such required disclosure, and the Ramius Group shall be permitted to
disclose, without any liability to Actel, only that portion of the Confidential Information which
the Ramius Group&#146; counsel advises that the Ramius Group are legally required to disclose.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;In connection with this Agreement and the ongoing relationship of the Ramius Group (and
their affiliates) with Actel, there may be instances in which material nonpublic information
concerning Actel will be divulged to them by Actel or its representatives or agents. The Ramius
Group expressly acknowledge, on behalf of themselves and their representatives and agents, that
federal and state securities laws prohibit any person who misappropriates material nonpublic
information about a company from purchasing or selling securities of such company, or from
communicating such information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities, until such information
has become public.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>9.&nbsp; Releases.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp; The Ramius Group hereby agrees for the benefit of Actel, and each controlling
person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir,
assign, executor, administrator, predecessor and successor, past and present, of Actel (Actel and
each such person being an &#147;<U>Actel Released Person</U>&#148;) as follows:


<P align="left" style="font-size: 12pt; text-indent: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;The Ramius Group, for themselves and for their members, officers, directors,
assigns, agents and successors, past and present, hereby agrees and confirms that, effective from
and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of,
and covenant not to sue, and forever fully release and discharge each Actel Released Person of, and
hold each Actel Released Person harmless from, any and all rights, claims, warranties, demands,
debts, obligations, liabilities, costs, attorneys&#146; fees, expenses, suits, losses and causes of
action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively,
&#147;<U>Claims</U>&#148;) that the Ramius Group may have against the Actel Released Persons, in each case
with respect to events occurring prior to the date of the execution of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;The Ramius Group understands and agree that the Claims released by the Ramius Group above
include not only those Claims presently known but also include all unknown or unanticipated claims,
rights, demands, actions, obligations, liabilities, and causes of action of every kind and
character that would otherwise come within the scope of the Claims as described above. The Ramius
Group understands that they may hereafter discover facts different from or in addition to what they
now believe to be true, which if known, could have materially affected this release of Claims, but
they nevertheless waive any claims or rights based on different or additional facts.


<P align="left" style="font-size: 12pt; text-indent: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp; The Ramius Group agrees that so long as any Ramius Director is a member of the
Board, (i)&nbsp;no member of the Ramius Group shall, without the consent of Actel, instigate, solicit,
assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in
which Actel or any of its officers or directors are named as parties; provided that the foregoing
shall not prevent any member of the Ramius Group from responding to a validly issued legal process
and (ii)&nbsp;the Ramius Group agrees to give Actel at least five (5)&nbsp;business days notice of the
receipt of any legal process requesting information regarding Actel or any of its officers or
directors, to the extent that such notice is legally permissible.


<P align="left" style="font-size: 12pt; text-indent: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;(c)&nbsp; Actel hereby agrees for the benefit of the Ramius Group, and each controlling
person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, heir,
assign, executor, administrator, predecessor and successor, past and present, thereof, as well as
each Ramius Director (the Ramius Group and each such person being a &#147;<U>Shareholder</U>
<U>Released Person</U>&#148;) as follows:


<P align="left" style="font-size: 12pt; text-indent: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;(i) Actel, for itself and for its affiliates, officers, directors, assigns, agents
and successors, past and present, hereby agrees and confirms that, effective from and after the
date of this Agreement, it hereby acknowledges full and complete satisfaction of, and covenants not
to sue, and forever fully releases and discharges each Shareholder Released Person of, and holds
each Shareholder Released Person harmless from, any and all Claims of any nature whatsoever,
whether known or unknown, suspected or unsuspected, that Actel may have against the Shareholder
Released Persons, in each case with respect to events occurring prior to the date of the execution
of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;Actel understand and agree that the Claims released by Actel above include not only those
Claims presently known but also include all unknown or unanticipated claims, rights, demands,
actions, obligations, liabilities, and causes of action of every kind and character that would
otherwise come within the scope of the Claims as described above. Actel understands that it may
hereafter discover facts different from or in addition to what it now believes to be true, which if
known, could have materially affected this release of Claims, but it nevertheless waives any claims
or rights based on different or additional facts.


<P align="left" style="font-size: 12pt; text-indent: 7%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) &nbsp;&nbsp;The Parties do hereby expressly waive and relinquish all rights and benefits
afforded by California Civil Code Section&nbsp;1542, and do so understanding and acknowledging the
significance and consequences of such specific waiver of California Civil Code Section&nbsp;1542. The
Parties acknowledge and understand that they are being represented in this matter by counsel of
their own choice, and acknowledge that they are familiar with the provisions of California Civil
Code Section&nbsp;1542, which provides as follows:</FONT><FONT style="font-size: 10pt">
</FONT>

<P align="left" style="margin-left:4%; margin-right:4%; font-size: 10pt"><FONT style="font-size: 12pt"><B>A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree
that this Section&nbsp;10 is also intended to include in its effect, without limitation, all such claims
which they do not know or suspect to exist at the time of the execution of this Agreement, and that
this Agreement contemplates the extinguishment of those claims.


<P align="left" style="font-size: 12pt; text-indent: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp; The Parties intend that the foregoing release be broad with respect to the
matter released, provided, however, this release of Claims shall not include claims to enforce the
terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed
or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to
the benefit of any director or former director of Actel arising under the Restated Articles, the
Bylaws or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>10.&nbsp; Remedies.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Each of the Parties acknowledges and agrees that a breach or threatened breach by any
Party may give rise to irreparable injury inadequately compensable in damages, and accordingly each
Party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to
enforce specifically the terms and provisions hereof in any state or federal court having
jurisdiction, in addition to any other remedy to which such aggrieved Party may be entitled to at
law or in equity.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;In the event a Party institutes any legal action to enforce such Party&#146;s rights under, or
recover damages for breach of this Agreement, the prevailing party or parties in such action shall
be entitled to recover from the other party or parties all costs and expenses, including but not
limited to reasonable attorneys&#146; fees, court costs, witness fees, disbursements and any other
expenses of litigation or negotiation incurred by such prevailing party or parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>11.&nbsp;Expenses</I></B>. Actel shall reimburse the Ramius Group for its reasonable, documented
out-of-pocket fees and expenses incurred (including legal expenses), not to exceed $30,000, in
connection with the filing of a Schedule&nbsp;13D in connection with this Agreement, and any matters
related to the 2009 Annual Meeting and the negotiation and execution of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>12.&nbsp;Notices</I></B><I>. </I>Any notice or other communication required or permitted to be given under this
Agreement will be sufficient if it is in writing, sent to the applicable address set forth below
(or as otherwise specified by a Party by notice to the other Parties in accordance with this
Section&nbsp;12) and delivered personally or sent by recognized overnight courier, postage prepaid, and
will be deemed given (a)&nbsp;when so delivered personally, or (b)&nbsp;if sent by recognized overnight
courier, one day after the date of sending.


<P align="left" style="font-size: 12pt">If to Actel:



<P align="left" style="margin-left:4%; font-size: 12pt">Actel Corporation
<BR>
2061 Stierlin Ct.
<BR>
Mountain View, CA 94043
<BR>
Attention: John East, Chief Executive Officer
<BR>
Telephone: (650)&nbsp;318-4200
<BR>
Facsimile: (650)&nbsp;318-2444


<P align="left" style="font-size: 12pt">with a copy (which shall not constitute notice to Actel) to:



<P align="left" style="margin-left:4%; font-size: 12pt">Wilson Sonsini Goodrich & Rosati
<BR>
Professional Corporation
<BR>
650 Page Mill Road
<BR>
Palo Alto, California 94304


<P align="left" style="font-size: 12pt; text-indent: 4%">Attention: David J. Berger


<P align="left" style="font-size: 12pt; text-indent: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Henry P. Massey, Jr.



<P align="left" style="margin-left:4%; font-size: 12pt">Telephone: (650)&nbsp;493-9300
<BR>
Facsimile: (650)&nbsp;493-6811


<P align="left" style="font-size: 12pt">If to the Ramius Group:


<P align="left" style="font-size: 12pt; text-indent: 4%">Ramius Value and Opportunity Master Fund Ltd


<P align="left" style="font-size: 12pt; text-indent: 4%">c/o RCG Starboard Advisors, LLC


<P align="left" style="font-size: 12pt; text-indent: 4%">599 Lexington Avenue, 20<sup>th</sup> Floor



<P align="left" style="margin-left:4%; font-size: 12pt">New York, New York 10022


<P align="left" style="font-size: 12pt; text-indent: 4%">Attention: Jeffrey C. Smith



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 2%">Owen S. Littman



<P align="left" style="margin-left:4%; font-size: 12pt">Telephone: (212)&nbsp;845-8900
<BR>
Facsimile: (212)&nbsp;845-7986


<P align="left" style="font-size: 12pt">with a copy (which shall not constitute notice to the Ramius Group) to:



<P align="left" style="margin-left:4%; font-size: 12pt">Olshan Grundman Frome Rosenzweig & Wolosky LLP
<BR>
Park Avenue Tower
<BR>
65 East 55th Street
<BR>
New York, New York 10022


<P align="left" style="font-size: 12pt; text-indent: 4%">Attention: Steve Wolosky



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 2%">Andrew Freedman



<P align="left" style="margin-left:4%; font-size: 12pt">Telephone: (212)&nbsp;451-2300
<BR>
Facsimile: (212)&nbsp;451-2222


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>13.&nbsp; Entire Agreement</I></B><I>. </I>This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions of the Parties in connection with the subject matter
hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>14.&nbsp; Counterparts; Facsimile</I></B><I>. </I>This Agreement may be executed in any number of counterparts and
by the Parties in separate counterparts, and signature pages may be delivered by facsimile, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>15.&nbsp; Headings</I></B><I>. </I>The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>16.&nbsp; Governing Law</I></B><I>. </I>This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California, without regard to choice of law principles
that would compel the application of the laws of any other jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>17.&nbsp; Severability</I></B><I>. </I>In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>18.&nbsp; Successors and Assigns</I></B><I>. </I>This Agreement shall not be assignable by any of the Parties.
This Agreement, however, shall be binding on successors of the Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>19.&nbsp; Amendments</I></B><I>. </I>This Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement executed by all of the Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>20.&nbsp; Further Action</I></B><I>. </I>Each Party agrees to execute such additional reasonable documents, and to
do and perform such reasonable acts and things necessary or proper to effectuate or further
evidence the terms and provisions of this Agreement.


<P align="center" style="font-size: 12pt">&#091;Signatures are on the following page.&#093;



<P align="left" style="font-size: 12pt; text-indent: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;


<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
above written.


<P align="left" style="font-size: 12pt"><B>ACTEL CORPORATION</B>


<P align="left" style="font-size: 12pt">By: <U>/s/ David L. Van De Hey</U><BR>
Name: David L. Van De Hey<BR>
Title: VP & GC<BR>
<BR>
<BR>
<B>THE RAMIUS GROUP:</B>


<P align="center" style="font-size: 12pt"><B>Schedule&nbsp;A</B>



<P align="center" style="font-size: 12pt"><U><B>The Ramius Group</B></U>




<P align="left" style="margin-left:1%; font-size: 12pt">RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD



<P align="left" style="margin-left:1%; font-size: 12pt">PARCHE, LLC

&nbsp;


<P align="left" style="margin-left:1%; font-size: 12pt">RAMIUS ENTERPRISE MASTER FUND LTD

&nbsp;


<P align="left" style="margin-left:1%; font-size: 12pt">RCG PB, LTD



<P align="left" style="margin-left:1%; font-size: 12pt">RCG STARBOARD ADVISORS, LLC



<P align="left" style="margin-left:1%; font-size: 12pt">RAMIUS ADVISORS, LLC

&nbsp;


<P align="left" style="margin-left:1%; font-size: 12pt">RAMIUS LLC



<P align="left" style="margin-left:1%; font-size: 12pt">C4S & CO., L.L.C.



<P align="left" style="margin-left:1%; font-size: 12pt">JEFFREY M. SOLOMON



<P align="left" style="margin-left:1%; font-size: 12pt">PETER A. COHEN



<P align="left" style="margin-left:1%; font-size: 12pt">MORGAN B. STARK



<P align="left" style="margin-left:1%; font-size: 12pt">THOMAS W. STRAUSS



<P align="left" style="margin-left:1%; font-size: 12pt">ERIC J. ZAHLER



<P align="left" style="margin-left:1%; font-size: 12pt">GAVIN T. MOLINELLI



<P align="left" style="margin-left:1%; font-size: 12pt">JEFFREY C. SMITH



<P align="center" style="font-size: 10pt; display: none">




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