Exhibit 10.1


 


FORM OF


SEVERANCE
AND GENERAL RELEASE AGREEMENT


 


This Severance and
General Release Agreement (“Agreement”) is
entered into by and between Marc Rougee (“Employee”) and
International Rectifier Corporation (“Company”).


 


RECITALS


 


WHEREAS, Employee and the
Company are parties to that certain Severance Agreement, executed by Employee
on February 20, 2007 (the “Severance Agreement”);


 


WHEREAS, any capitalized
terms that are not defined herein shall have the meaning set forth in the
Severance Agreement;


 


WHEREAS, Employee has
terminated his employment with the Company for Good Reason;


 


WHEREAS, the Severance
Agreement provides for the payment of certain severance benefits in the event
of a termination for Good Reason conditioned on Employee executing (and not
revoking) a valid release of claims;


 


NOW,
THEREFORE, for
good and valuable consideration, the sufficiency of which is hereby
acknowledged, and intending to be legally bound, Employee and the Company agree
as follows:


 


1.             Effective Date:
This Agreement shall become effective on the eighth day following the date that
Employee provides the Company with a fully-executed copy of this Agreement,
provided that it has not been revoked pursuant to Section 6(e) (the “Effective Date”).


 


2.             Termination of Employment.
Employee’s employment with the Company in any capacity terminated, effective May 30,
2008 (“Separation Date”).  Employee acknowledges that, other than as
provided for in this Agreement, he has been paid all compensation he is owed by
the Company, including, without limitation, accrued regular salary and other
wages, PTO, and bonuses.  All benefits
and perquisites of employment, including vesting or accrual of any equity
awards, PTO, or other benefits, ceased as of the Separation Date.


 


3.             Severance Benefit.  Provided that Employee signs and does not
revoke this Agreement pursuant to Section 6(e), Employee shall receive a
severance benefit payable in a lump sum, as provided for in the Severance
Agreement, of Six Hundred Sixty Thousand Dollars ($660,000.00), less standard
withholding and authorized deductions. 
The severance payment shall be made on or before thirty (30) days
following the Effective Date.


 


4.             Release by Employee.  Employee, on Employee’s own behalf and on
behalf of Employee’s descendants, dependents, heirs, executors, administrators,
assigns and successors, and each of them, hereby acknowledges full and complete
satisfaction of and releases and discharges and covenants not to sue the
Company, its divisions, subsidiaries, parents, or affiliated corporations, past
and present, and each of them, as well as its and their assignees, successors,
directors, officers, members, stockholders, partners, representatives,
attorneys, agents or employees, past or present, or any of them (individually and
collectively, “Releasees”), from and with respect
to any and all claims, agreements, obligations, demands and causes of action,
known or unknown, suspected or unsuspected, arising out of or in any way
connected with Employee’s employment or any other relationship with or interest
in the Company or the termination thereof, including without limiting the
generality of the foregoing, any claim for profit sharing, bonus or similar
benefit, pension, retirement, life insurance, health or medical insurance or any
other fringe benefit, or disability, or any other claims, agreements,
obligations, demands and causes of action, known or unknown, suspected or
unsuspected resulting from any act or omission by or on the part of Releasees
committed or omitted prior to the date of this Agreement set forth below,
including, without limiting the generality of the foregoing, any claim under
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act,
the Family and Medical Leave Act, the California Fair Employment and Housing
Act, the California Family Rights Act, or any other federal, state or local
law, regulation or ordinance (collectively, the “Claims”);
provided, that this release does not cover any Claim that cannot be so
released as a matter of applicable law.


 

















 


5.             Waiver of Civil Code Section 1542.  This Agreement is intended to be effective as
a general release of and bar to each and every claim, agreement, obligation,
demand and cause of action hereinabove specified.  Accordingly, Employee hereby expressly waives
any rights and benefits conferred by Section 1542 of the California Civil
Code and any similar provision of any other applicable state law as to the
Claims.  Section 1542 of the
California Civil Code provides:


 


“A GENERAL RELEASE DOES
NOT EXTEND TO A CLAIM 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.”


 


Employee acknowledges that
Employee later may discover claims, demands, causes of action or facts in
addition to or different from those which Employee now knows or believes to
exist with respect to the subject matter of this Agreement and which, if known
or suspected at the time of executing this Agreement, may have materially
affected its terms.  Nevertheless,
Employee hereby waives, as to the Claims, any claims, demands, and causes of
action that might arise as a result of such different or additional claims,
demands, causes of action or facts.


 


6.             ADEA Waiver.  Employee expressly acknowledges and agrees
that by entering into this Agreement, Employee is waiving any and all rights or
claims that Employee may have arising under the Age Discrimination in
Employment Act of 1967, as amended (“ADEA”), which
have arisen on or before the date of execution of this Agreement.  Employee further expressly acknowledges and
agrees that:


 


(a)           In return for this Agreement,
Employee will receive consideration beyond that which Employee was already
entitled to receive before entering into this Agreement;


 


(b)           Employee is hereby advised in writing
by this Agreement to consult with an attorney before signing this Agreement;


 


(c)           Employee was given a copy of this
Agreement on May 28, 2008 and informed that Employee had twenty-one (21)
days within which to consider this Agreement and that if Employee wished to
execute this Agreement prior to expiration of such 21-day period, Employee
should execute the Acknowledgement and Waiver attached hereto as Schedule
A-1;


 


(d)           Nothing in this Agreement prevents or
precludes Employee from challenging or seeking a determination in good faith of
the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs from doing so, unless specifically authorized by
federal law; and


 


                (e)           Employee
was informed that he has seven (7) days following the date of execution of
this Agreement in which to revoke this Agreement, and this Agreement will
become null and void if Employee elects revocation during that time.  Any revocation must be in writing and must be
received by the Company during the seven-day revocation period.  In the event that Employee exercises his right
of revocation, neither the Company nor Employee will have any obligations under
this Agreement.


 


7.             No Transferred Claims.  Employee represents and warrants to the
Company that he has not heretofore assigned or transferred to any person not a
party to this Agreement any released matter or any part or portion thereof.


 


8.             Confidentiality.


 


(a)           Employee acknowledges that he
continues to be bound by the Inventions and Confidential Information Agreement
that he executed on April 14, 2003, and such agreement shall survive this
Agreement.  Employee further acknowledges
that in the course of his employment with the Company he gained knowledge of
certain proprietary and confidential information of Company, including but not
limited to non-public information that relates to the actual or anticipated
business or research and development of the Company, technical data, trade
secrets or know-how, including, but not limited to, research, product plans or
other information regarding Company’s products or services and markets
therefor, customer lists and customers, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, 


 

















 


finances, strategic
plans, or other business information (collectively, “Confidential
Information”).  Employee
represents and agrees that he has held and will continue to hold all such
Confidential Information in the strictest confidence and that he has not
disclosed, nor will he in the future disclose, Confidential Information to any
person, firm or corporation without the express written consent of the Company
or as compelled by law.


 


                (b)           Employee
shall keep the terms of this Agreement and content of the discussions
pertaining to this Agreement confidential and Employee shall not discuss or
otherwise disclose, in any manner, the fact of this Agreement and/or the
substance or content of discussions involved in reaching this Agreement to any
person other than his immediate family, attorney and tax advisors and as
required by appropriate taxing or other legal authorities.


 


9.             Return of Company Property.
Employee agrees that not later than the date which is three (3) days
following his execution of this Agreement, he will return to the Company all
property of Company in his possession or under his control, including but not
limited to files (electronic or hard copy), laptop computer, all related
software and office keys.


 


10.           Miscellaneous.  The following provisions shall apply for
purposes of this Agreement:


 


(a)           Section Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(b)           Governing Law.  This Agreement shall be deemed to have been
executed and delivered within the State of California, and the rights and
obligations of the parties hereunder shall be construed and enforced in
accordance with, and governed by, the laws of the State of California without
regard to principles of conflict of laws.


 


(c)           Severability.  If any provision of this Agreement or the
application thereof is held invalid, the invalidity shall not affect other
provisions or applications of this Agreement, which can be given effect without
the invalid provisions or applications and to this end the provisions of this
Agreement are declared to be severable.


 


(d)           Modifications.  This Agreement may not be amended or modified
other than by a written agreement executed by Employee and the Chief Executive
Officer of the Company.


 


(e)           Waiver.  No waiver of any breach of any term or
provision of this Agreement shall be construed to be, nor shall be, a waiver of
any other breach of this Agreement.  No
waiver shall be binding unless in writing and signed by the party waiving the
breach.


 


(f)            Complete Agreement.  This Agreement constitutes and contains the
entire agreement and understanding concerning Employee’s employment with the
Company, except as expressly noted herein. The parties intend it as a complete
and exclusive statement of the terms of their agreement. It supersedes and
replaces all prior negotiations and agreements, proposed or otherwise, whether
written or oral, between the parties concerning the subject matters, including
but not limited to, the Severance Agreement. This is a fully integrated
document.  Notwithstanding the foregoing
or anything to the contrary contained in this Agreement, this Agreement shall
not supersede any prior written and signed agreements by Employee related to
the confidentiality of the Company’s proprietary or trade secret information or
involving the assignment of inventions in favor of the Company.


 


(g)           Counterparts.  This Agreement may be executed in
counterparts, and each counterpart, when executed, shall be a signed
original.  Photographic or facsimile
copies of such signed counterparts may be used in lieu of the originals for any
purpose.


 


The undersigned have read
and understand the consequences of this Agreement and voluntarily sign it.  The undersigned declare under penalty of
perjury under the laws of the State of California that the foregoing is true
and correct.


 


EXECUTED this
                
day of
                
2008, at                                             
County, California.


 


“Employee”


 


 

















 


Marc Rougee


 


EXECUTED this
                
day of
                
2008, at                                             
County, California.


 


International Rectifier
Corporation


 


 


	
  By:

  	
   

  	
   

  
	
  Name

  	
   

  
	
  Title

  	
   

  



 

















 


SCHEDULE A-1


 


FORM OF ACKNOWLEDGMENT AND WAIVER


 


I,
Marc Rougee, hereby acknowledge that I was given 21 days to consider the
foregoing Severance and General Release Agreement and voluntarily chose to sign
it prior to the expiration of the 21-day period.


 


I
declare under penalty of perjury under the laws of the State of California that
the foregoing is true and correct.


 


EXECUTED
this        day of
                        
2008, at
                      
County, California.


 


 


	
   

  	
   

  
	
  Marc
  Rougee

  	
   

  



 


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