sc13da506297066_03092010.htm

0000921895-10-000355.txt : 20100317 0000921895-10-000355.hdr.sgml : 20100317 20100317173004 ACCESSION NUMBER: 0000921895-10-000355 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTEL CORP CENTRAL INDEX KEY: 0000907687 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770097724 STATE OF INCORPORATION: CA FISCAL YEAR END: 0104 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44993 FILM NUMBER: 10689647 BUSINESS ADDRESS: STREET 1: 2061 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4655 BUSINESS PHONE: 6503184200 MAIL ADDRESS: STREET 1: 2061 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4655 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da506297066_03092010.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da506297066_03092010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

Actel Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004934105

(CUSIP Number)

MARK MITCHELL

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

(212) 845-7988

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 9, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,179,667
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,179,667
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,179,667
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG PB, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 943,515
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 943,515
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 943,515
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 300,483
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 300,483
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,483
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS NAVIGATION MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 609,839
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 609,839
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 609,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,243,998
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,243,998
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,243,998
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,179,667
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,179,667
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,179,667
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,423,665
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,423,665
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,423,665
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,423,665
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,423,665
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,423,665
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,423,665
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,423,665
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,423,665
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,423,665
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,423,665
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,423,665
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,423,665
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,423,665
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,423,665
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,423,665
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -1
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -1
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 004934105

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 2,423,665 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $26,357,000, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 9, 2010, the Reporting Persons (“the “Ramius Group”) and the Issuer entered into a certain settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Issuer agreed that prior to the time that the Issuer mails its definitive proxy statement for its 2010 annual shareholder meeting (the “2010 Annual Meeting”), the Board and all applicable committees of the Board will take all necessary actions to: (i) nominate Patrick W. Little, Jeffrey C. Smith and Eric J. Zahler, or any replacement director appointed pursuant to the Settlement Agreement (collectively, with any replacement director appointed pursuant to the Settlement Agreement, the “Ramius Directors”), together with up to five (5) other persons to be included in the Issuer’s slate of nominees for director with terms expiring at the Issuer’s 2011 annual shareholder meeting (the “2011 Annual Meeting”), for election to the Board at the 2010 Annual Meeting; (ii) recommend, and reflect such recommendation in the Issuer’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders of the Issuer vote to elect the Ramius Directors at the 2010 Annual Meeting; (iii) use its reasonable efforts to solicit and obtain proxies in favor of the election of the Ramius Directors at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election; and (iv) 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 to serve on each committee and sub-committee of the Board.

Additionally, the Issuer agreed that if a Ramius Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director; provided, however, (i) the substitute person designated by the Ramius Group will have experience consistent with the Ramius Director being replaced and (ii) at no point will the Ramius Directors consist of more than one (1) affiliate of the Ramius Group.

Further, the Issuer agreed that prior to the 2011 Annual Meeting, it will not (i) increase the size of the Board to more than eight (8) directors or (ii) 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, except as set forth in the Settlement Agreement.

CUSIP NO. 004934105

Pursuant to the Settlement Agreement, the Ramius Group agreed (i) to vote, and cause their respective officers, directors, employees and agents to vote, all of the Shares beneficially owned by him or them for each of the Issuer’s nominees for election to the Board and (ii) not to submit any proposals or nominations for election to the Board at the 2010 Annual Meeting. Except as otherwise permitted by the Settlement Agreement, the Ramius Group agreed not to, and to cause its affiliates and associates under its control or direction not to: (i) solicit proxies or consents to vote any securities of the Issuer or become a participant in any contested solicitation for the election of directors with respect to the Issuer; (ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Shares or other securities of the Issuer, if such action would result in the Ramius Group beneficially owning more than the greater of (a) 14.9% of the then outstanding Shares, or (b) 0.1% of the then outstanding Shares less than the amount causing the Ramius Group to become an “Acquiring Person” under the Issuer’s Preferred Stock Rights Agreement, dated October 17, 2003; (iii) form, join or in any way participate in any 13(d) group with respect to the Shares (other than a group comprised solely of the Ramius Group); (iv) deposit any Shares in any voting trust or subject any Shares to any arrangement or agreement with respect to the voting of any Shares, other than solely among the Ramius Group; (v) otherwise act, alone or in concert with others to (a) make any public statement critical of the Issuer, its directors or management, or (b) control or seek to control the Board, other than through non public communications with the Issuer’s officers and directors; (vi) 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 the Issuer, other than through non public communications with the officers and directors of the Issuer, except that the Ramius Group may announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination involving the Issuer and not supported by Mr. Smith; (vii) seek, alone or in concert with others, (a) to call a meeting of shareholders, (b) representation on the Board, or (c) the removal of any member of the Board; or (viii) publicly disclose any request to amend, waive or terminate any provision of the Settlement Agreement.

Notwithstanding the foregoing, any member of the Ramius Group, and any affiliate or associate of any such member, will be entitled to: (i) except as set forth above, vote their shares in favor of the election of the Ramius Directors at the 2010 Annual Meeting and otherwise vote as the Ramius Group determines in its sole discretion; (ii) disclose how it intends to vote or act with respect to any securities of the Issuer, any stockholder proposal or other matter to be voted on by the stockholders of the Issuer (other than the election of directors) and the reasons therefore; (iii) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by shareholders at the 2011 Annual Meeting; and (iv) in the event a special meeting is called by a shareholder of the Issuer with respect to the removal of directors, the Ramius Group may (a) cumulate the vote of its Shares and vote in favor of the Ramius Directors and (b) solicit proxies to vote against the removal of the Ramius Directors, except that if the Issuer 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.

The Settlement Agreement will terminate on the earlier of the following: (i) at the option of the Issuer, upon the earliest of a material breach by the Ramius Group of any obligation hereunder which has not been cured within 14 days after the Ramius Group receives notice of such breach from the Issuer; (ii) at the option of the Ramius Group, upon a material breach by the Issuer of any obligation thereunder which has not been cured within 14 days after the Issuer receives notice of such breach from the Ramius Group; (iii) seven days prior to the date that a shareholder of the Issuer may first submit a nomination for the election of directors at the 2011 Annual Meeting pursuant to the Issuer’s bylaws; (iv) on the day that the Board publicly announces its nominees for election as directors at the 2011 Annual Meeting; or (v) at any time, upon the written consent of all of the parties to the Settlement Agreement.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to its full text. A copy of the Settlement Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

CUSIP NO. 004934105

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 26,184,832 Shares outstanding, as of November 10, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2009.

A.	Value and Opportunity Master Fund

(a)

As of close of the close of business on March 16, 2010, Value and Opportunity Master Fund beneficially owned 1,179,667 Shares.

Percentage: Approximately 4.5%.

(b)

1. Sole power to vote or direct vote: 1,179,667

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,179,667

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund during since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

B.	Navigation Master Fund

(a)

As of the close of business on March 16, 2010, Navigation Master Fund beneficially owned 609,839 Shares.

Percentage: Approximately 2.3%.

(b)

1. Sole power to vote or direct vote: 609,839

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 609,839

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

C.	Enterprise Master Fund

(a)

As of the close of business on March 16, 2010, Enterprise Master Fund beneficially owned 300,483 Shares.

Percentage: Approximately 1.1%.

(b)

1. Sole power to vote or direct vote: 300,483

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 300,483

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 004934105

(c)

The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

RCG PB

(a)

As of the close of business on March 16, 2010, RCG PB directly owned 333,676 Shares. RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 609,839 Shares owned by Navigation Master Fund.

Percentage: Approximately 3.6%.

(b)

1. Sole power to vote or direct vote: 943,515

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 943,515

4. Shared power to dispose or direct the disposition: 0

(c)

RCG PB has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares on behalf of Navigation Master Fund since the filing of Amendment No. 4 are set forth on Schedule A and are incorporated herein by reference.

E.	Ramius Advisors

(a)

Ramius Advisors, as the investment advisor of each of Enterprise Master Fund, Navigation Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 300,483 Shares owned by Enterprise Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund and (iii) 333,676 Shares owned by RCG PB.

Percentage: Approximately 4.8%.

(b)

1. Sole power to vote or direct vote: 1,243,998

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,243,998

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Enterprise Master Fund, Navigation Master Fund and RCG PB are set forth in Schedule A and are incorporated herein by reference.

F.	RCG Starboard Advisors

(a)

RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 1,179,667 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 4.5%.

(b)

1. Sole power to vote or direct vote: 1,179,667

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,179,667

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 004934105

(c)

RCG Starboard Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

Ramius

(a)

Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 1,179,667 Shares owned by Value and Opportunity Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund, (iii) 300,483 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.3%.

(b)

1. Sole power to vote or direct vote: 2,423,665

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,423,665

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

Cowen

(a)

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,179,667 Shares owned by Value and Opportunity Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund, (iii) 300,483 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.3%.

(b)

1. Sole power to vote or direct vote: 2,423,665

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,423,665

4. Shared power to dispose or direct the disposition: 0

(c)

Cowen has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

I.	RCG Holdings

(a)

RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,179,667 Shares owned by Value and Opportunity Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund, (iii) 300,483 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.3%.

CUSIP NO. 004934105

(b)

1. Sole power to vote or direct vote: 2,423,665

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,423,665

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

C4S

(a)

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,179,667 Shares owned by Value and Opportunity Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund, (iii) 300,483 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.3%.

(b)

1. Sole power to vote or direct vote: 2,423,665

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,423,665

4. Shared power to dispose or direct the disposition: 0

(c)

C4S has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

K.	Messrs. Cohen, Stark, Strauss and Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 1,179,667 Shares owned by Value and Opportunity Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund, (iii) 300,483 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.3%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,423,665

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,423,665

(c)

None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

CUSIP NO. 004934105

Mr. Smith

(a)

Mr. Smith does not directly own any Shares. Mr. Smith, as a member of a “group” for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to be a beneficial owner of the (i) 1,179,667 Shares owned by Value and Opportunity Master Fund, (ii) 609,839 Shares owned by Navigation Master Fund, (iii) 300,483 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.3%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,423,665

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,423,665

(c)

Mr. Smith has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares since the filing of Amendment No. 4 on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

This Amendment No. 5 reports the purchase of an aggregate of 25,750 Shares by the Reporting Persons pursuant to the Agreement. As of the close of business on March 16, 2010, the Reporting Persons have purchased a total of 31,350 Shares pursuant to the Agreement. The Agreement allows for the purchase of up to an aggregate of 1,500,000 Shares. Accordingly, the Reporting Persons may purchase 1,468,650 Shares pursuant to the Agreement as of the date hereof. Shares purchased pursuant to the Agreement may be purchased in accordance with trading requirements adopted by the Reporting Persons and the Agreement may be terminated at any time by the Reporting Persons.

On March 9, 2010, the Issuer and the Reporting Persons entered into the Settlement Agreement as discussed in further detail in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to include the following exhibit:

Exhibit 99.1

Settlement Agreement, dated as of March 9, 2010, by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Enterprise Master Fund Ltd, RCG PB, Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon and Jeffrey C. Smith.

CUSIP NO. 004934105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 17, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG PB, LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.

By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A.

Cohen, Morgan B. Stark and Thomas W. Strauss

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

CUSIP NO. 004934105

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D

Shares of Common Stock

Purchased/ (Sold)

Price Per

Share($)

Date of

Purchase/ Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

4,862	12.5704	2/23/2010
3,060	12.8333	2/24/2010
4,216	12.8019	2/25/2010
5,133	12.8320	2/26/2010
238	12.9614	3/01/2010

RAMIUS NAVIGATION MASTER FUND LTD

1,216	12.5704	2/23/2010
765	12.8333	2/24/2010
1,054	12.8019	2/25/2010
1,284	12.8320	2/26/2010
60	12.9614	3/01/2010

RAMIUS ENTERPRISE MASTER FUND LTD

1,072	12.5704	2/23/2010
675	12.8333	2/24/2010
930	12.8019	2/25/2010
1,133	12.8320	2/26/2010
52	12.9614	3/01/2010

EX-99.1 2 ex991to13da506297066_030910.htm SETTLEMENT AGREEMENT ex991to13da506297066_030910.htm

Exhibit 99.1

CONFIDENTIAL

AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of March 9, 2010, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

WHEREAS, the Ramius Group may be deemed to beneficially own shares of common stock of Actel (the “Common Stock”) totaling, in the aggregate, 2,423,315 shares, or approximately 9.2% of the Common Stock issued and outstanding on the date hereof;

WHEREAS, certain members of the Ramius Group and Actel entered into an Agreement dated March 6, 2009 relating to Actel’s Board of Directors and 2009 annual shareholder meeting (the “2009 Settlement”); and

WHEREAS, Actel and the Ramius Group have agreed that it is in their mutual interests to enter into this Agreement to set forth, among other things, the parties’ mutual understanding relating to the 2010 annual meeting of shareholders (the “2010 Annual Meeting”).

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:

1. Representations and Warranties of the Ramius Group. The Ramius Group represents and warrants to Actel that (a) 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) 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) as of the date of this Agreement, the Ramius Group may be deemed to beneficially own in the aggregate 2,423,315 shares of Common Stock.

2. Representations and Warranties of Actel. Actel hereby represents and warrants to the Ramius Group that (a) 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) 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) conflict with, result in a breach or violation of, constitute a default (or an event which with noticeor 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’s Restated Articles of Incorporation (as amended January 3, 2003) (the “Restated Articles”), Actel’s Amended and Restated Bylaws (the “Bylaws”), 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) trigger any “change of control” provisions in any agreement to which Actel is a party; and (c) 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.

3. Directorships.

(a) Actel agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to:

(1) nominate Patrick W. Little, Jeffrey C. Smith and Eric J. Zahler (collectively, with any replacement director appointed pursuant to Section 3(b) below as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting (other than in the case of such person’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 “Nominating Committee”) 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’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”);

(2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders of Actel vote to elect the 2009 Settlement Directors as directors of Actel at the 2010 Annual Meeting;

(3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Directors at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; and

(4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) 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.

(b) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, 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 3(a)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point shall the 2009 Settlement Directors consist of more than one (1) 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) business days after the Nominating Committee’s recommendation of such replacement director.

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(c) Each of the 2009 Settlement Directors 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.

(d) Actel agrees that prior to the 2011 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) 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).

4. Standstill Restrictions.

(a) Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as permitted pursnnnt 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:

(i) solicit (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or consents to vote any securities of Actel, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 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 “participant” in any “contested solicitation” 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’s nominees and proposals;

(ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 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) 14.9% of the then outstanding shares of Common Stock, or (ii) 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 “Acquiring Person” under the Company’s Preferred Stock Rights Agreement, dated October 17, 2003, as the same may be amended;

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(iii) form, join or in any way participate in any “group” (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);

(iv) 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;

(v) otherwise act, alone or in concert with others to (1) make any public statement critical of Actel, its directors or management, other than as contemplated by Section 4(a)(vi)(3) below or (2) control or seek to control the Board, other than through non public communications with the officers and directors of Actel;

(vi) 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; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company, (2) the 2009 Settlement Directors to exercise their rights as members of the Board while serving as members of the Board or (3) 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, Smith;

(vii) seek, alone or in concert with others, (1) to call a meeting of shareholders, or (2) representation on the Board, except as specifically contemplated in Section 3(a) and Section 4(b), or (3) the removal of any member of the Board; or

(viii) publicly disclose any request to amend, waive or terminate any provision of this Agreement.

(b) 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:

(i) subject to Section 5, vote their shares in favor of the election of the2009 Settlement Directors at the 2010 Annual Meeting and on any other proposal duly brought before the 2010 Annual Meeting, or otherwise vote as the Rarnius Group determines in their sole discretion;

(ii) 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;

(iii) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by shareholders at the 2011 Annual Meeting in order to comply with the advance notice provisions or other requirements of the Restated Articles or the Bylaws; and

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(iv) 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) cumulate the vote of the shares of Common Stock held by the Ramius Group and vote in favor of the 2009 Settlement Directors and (B) solicit proxies to vote against the removal of the 2009 Settlement 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 2009 Settlement Directors.

(c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule I 2b-2 promulgated by the SEC under the Exchange Act.

5. Actions by the Ramius Group.

(a) At the 2010 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) each of Actel’s nominees for election to the Board and (ii) the ratification of the appointment of Actel’s independent auditors.

(b) 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 2010 Annual Meeting;

6. Termination. This Agreement shall terminate and the obligations of the Parties under this Agreement shall cease on the earlier of the following (the “Termination Date”):

(a) at the option of Actel, upon the earliest of a material breach by the Morals Group of any obligation hereunder which has not been cured within 14 days after the Ramius Group receives notice of such breach from Actel

(b) at the option of the Ramius Group, upon a material breach by Actel of any obligation hereunder which has not been cured within 14 days after Actel receives notice of such breach from the Ramius Group;

(c) seven days prior to the date that an Actel shareholder may first submit a nomination for the election of directors at the 2011 Annual Meeting pursuant to the Bylaws;

(d) on the day that the Board publicly announces its nominees for election as directors at the 2011 Annual Meeting; or

(e) at any time, upon the written consent of all of the Parties.

7. Public Announcement. 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.

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8. Nonpublic Information.

(a) 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 “Confidential Information”). The Ramius Group agrees that, except with Actel’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’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group or their representatives, (ii) 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) lawfully becomes available to the Ramius Group on a nonconfidential basis from a source other than Actel or Actel’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 Rarnius Group’ counsel advises that the Ramius Group arc legally required to disclose.

(b) 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.

9. Releases.

(a) 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 “Actel Released Person”) as follows:

(i) 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’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) 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.

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(ii) The Ramius Group understands and agree that the Claims released by the Ranuus 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 Rarnius 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.

(b) The Ramius Group agrees that so long as any 2009 Settlement Director is a member of the Board, (i) 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) the Ramius Group agrees to give Actel at least five (5) 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.

(c) 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 2009 Settlement Director (the Ramius Group and each such person being a “Shareholder Released Person”) as follows:

(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.

(ii) 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.

(d) The Parties do hereby expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, and do so understanding and acknowledging the significance and consequences of such specific waiver of California Civil Code Section 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 1542, which provides as follows:

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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.

Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree that this Section 9 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.

(e) 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.

10. Remedies.

(a) 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.

(b) In the event a Party institutes any legal action to enforce such Party’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’ fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties.

11. Expenses. Actel shall reimburse the Ramius Group for its reasonable, documented out-of-pocket fees and expenses incurred (including legal expenses), not to exceed $5,000, in connection with the filing of a Schedule 13D in connection with this Agreement, and any matters related to the 2010 Annual Meeting and the negotiation and execution of this Agreement.

12. Notices. 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 12) and delivered personally or sent by recognized overnight courier, postage prepaid, and will be deemed given (a) when so delivered personally, or (b) if sent by recognized overnight courier, one day after the date of sending.

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If to Actel:

Actel Corporation

2061 Stierlin Ct.

Mountain View, CA 94043

Attention: John East, Chief Executive Officer

Telephone: (650) 318-4200

Facsimile: (650) 318-2444

with a copy (which shall not constitute notice to Actel) to:

______________________

if to the Ramius Group:

Ramius Value and Opportunity Master Fund Ltd

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Attention: Jeffrey C. Smith

Owen S. Littman

Telephone: (212) 845-8900

Facsimile: (212) 845-7986

with a copy (which shall not constitute notice to the Ramius Group) to:

Olshan Grundman Frame Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Steve Wolosky

Andrew Freedman

Telephone: (212) 451-2300

Facsimile: (212) 451-2222

13. Entire Agreement. 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.

14. Counterparts; Facsimile. 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.

15. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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l6. Governing Law. 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.

17. Severability. 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 unenfbreeability 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.

18. Successors and Assigns. This Agreement shall not be assignable by any of the Parties. This Agreement, however, shall be binding on succ`essors of the Parties.

19. Amendments. 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.

20. Further Action. 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.

[Signatures are on the following page.]

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CONFIDENTIAL

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

ACTEL CORPORATION

By:	/s/ David L. Van De Hey
	Name:	David L. Van De Hey
	Title:	Vice President and General Counsel

THE RAMIUS GROUP:

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG PB, LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.

By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A.

Cohen, Morgan B. Stark and Thomas W. Strauss

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Schedule A

The Ramius Group

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

RAMIUS NAVIGATION MASTER FUND LTD

RAMIUS ENTERPRISE MASTER FUND LTD

RCG PB, LTD

RCG STARBOARD ADVISORS, LLC

RAMIUS ADVISORS, LLC

RAMIUS LLC

COWEN GROUP, INC.

RCG HOLDINGS LLC

C4S & CO., L.L.C.

JEFFREY M. SOLOMON

PETER A. COHEN

MORGAN B. STARK

THOMAS W. STRAUSS

JEFFREY C. SMITH