Exhibit 10.1


 





 


June 11, 2010


 


Steve Hogge


20475 Natures Way 


Colfax, CA 95713


 


Dear Steve,


 


On behalf of Power-One, Inc. (“Power-One”) I am
pleased to provide you with an offer of employment as described herein. Your
employment start date will be as soon as possible as mutually agreed upon.
However, in no case shall the start date be later than Monday, July 19,
2010 without prior consent from Power-One.


 


Position


Your title will be President, Power Solutions and you
will be responsible for Power-One’s global power solutions business division.
You will report directly to Richard Thompson, President and CEO. The position
is currently based in our Campbell, California facility and extensive worldwide
travel is expected.


 


Base Pay


Your starting base salary will be $335,000.00 which
will be paid bi-weekly at a rate of $12,884.62 pursuant to our standard payroll
practices.


 


Management Incentive Plan


You will be eligible to participate in the Power-One
2010 Management Incentive Plan (“Plan”) at a target payout rate of 60% of your
base annual salary, prorated based upon your start date. The Plan allows for
payouts above the target based on actual results.


 


You may earn an incentive payout based upon the
achievement of the predetermined financial objectives of Power-One. Power-One
must achieve a minimum predetermined financial result as described in the Plan
before any payout can be earned. Once you join the company, you will receive
more information about Power-One’s financial objectives under the 2010 Plan.


 


Any payout under the Plan will be made following the
end of the Plan year and no later than March 15, 2011. Participants must
be employed as of the payout date in order to receive a payout. Your payout, if
any, will be pro-rated based on your actual start date. Eligibility to
participate in the Plan does not guarantee or imply a payout will be earned and
paid, nor does it guarantee your participation in any future incentive plan.
Payouts under the Plan are based upon the achievement of actual results against
predetermined objectives and are not guaranteed. Power One reserves the right
to modify or terminate the Plan at any time at its sole and absolute discretion
and is not required to replace the Plan with some other form of bonus or
incentive for Plan participants.


 


Corporate Human Resources

740 Calle Plano · Camarillo,
CA 93012 · (805)
987-8741 · Fax (805)
987-5212 ·
www.power-one.com


 

















 





 


Steve Hogge Offer


Page 2 of 4


 


Car Allowance


You will
receive an automobile allowance of $150.00 per week (on an annualized basis,
this is equivalent to $7,800.00 gross). This allowance is intended to reimburse
you for all expenses incurred while using your personal vehicle for company
business. In order to receive this allowance, you must maintain a minimum of
$300,000 personal liability insurance coverage on your vehicles at all times.
Proof of this coverage must be submitted annually to Human Resources.


 


One Time Sign-On and Relocation Bonus


You will
receive a $100,000.00 (one hundred thousand dollars) one time lump-sum amount
that will be paid within 30 days of your execution of a repayment agreement you
will receive upon your start date but will not be earned until the second
anniversary of your start date, unless your employment is terminated other than
for cause by Power-One prior to that date. The agreement to pay a sign-on and
relocation bonus that is not fully earned until your second anniversary is not
a contract to employ you for two years and does not alter our “at-will”
relationship. Should you voluntarily terminate your employment with Power-One
within two years of your start date, you hereby acknowledge and agree that you
are required to repay a pro-rata portion of the bonus amount.


 


Stock Incentive Plan


You will be granted
(i) a non-qualified stock option to purchase 100,000 (one hundred
thousand) shares of Power-One common stock at an exercise price equal to the
closing price of the stock on the date of the grant (Award Date) and (ii) 100,000
(one hundred thousand) Restricted Stock Units (RSUs), each representing a
future right to own one share of Power-One common stock for each RSU that
vests.


 


The Award Date
of your stock options and RSUs will be your start date. Both the stock options
and the RSU’s expire ten (10) years after the Award Date and they each
vest over a term of four years at a rate of 25% annually on the first, second,
third and fourth anniversaries of the Award Date. You will be responsible for
the payment of any income taxes resulting from the vesting or your exercise of
the grants. You will receive a stock award agreement and your awards will be
subject to the terms and conditions of the Power-One, Inc. 2004 Stock
Incentive Plan (“Stock Plan”). You will receive detailed information about the
Stock Plan and an award agreement document under separate cover after your
start date.


 


Section 16 Officer


Upon
commencement of your employment, Power-One will enter into the standard form of
Senior Executive Change in Control Agreement and the standard form of Officer’s
Indemnification Agreement with you.


 


Corporate Human Resources

740 Calle Plano · Camarillo,
CA 93012 · (805)
987-8741 · Fax (805)
987-5212 ·
www.power-one.com


 

















 





 


Steve Hogge Offer


Page 3 of 4


 


Benefits


In addition to the above, you are also eligible to
participate in benefit plans offered to Power-One’s employees, including the
following:


 


·                  medical, dental and vision plans including the supplemental plan for
executives which covers out of pocket expenses for covered medical and dental
costs up to $10,000 annually (the $10,000 cap is effective for 2010)


 


·                  life insurance at two and a half times your annual salary (limited to
$500,000.00 without medical certification and $750,000.00 with medical certification,
not to exceed 2.5 times base salary);


 


·                  supplemental life insurance at your sole discretion and cost;


 


·                  short-term and long-term disability coverage;


 


·                  a paid annual physical exam pursuant to Power-One’s policy for
executives;


 


·                  Paid Time Off (see “PTO” section below)


 


·                  401(k) Plan: Power-One’s matching contribution is 75 cents for
every dollar the employee saves, up to 2% of their pay and 50 cents for every
dollar they save thereafter, up to the next 5% of their pay, for a total
partial matching contribution of up to 7% of pay. (The employer matching rates
are subject to change and will be evaluated on an annual basis).


 


Certain of the above benefits are provided at no
additional cost to you. Other benefits are selected at your option and will
involve some contribution based on the nature and level of benefit(s) selected.
All of these benefits are administered in accordance with the plan provisions
on file in the Human Resources office, and most become effective on the date of
hire. Power-One reserves the right to modify benefits at its discretion.


 


PTO


You will accrue a PTO benefit each payroll period,
when annualized equates to four (4) week’s vacation per year. Please be
advised that Power-One generally carries out a year-end business closure of
several of its global facilities for up two weeks commencing late December. You
may take this time off as unpaid or utilize any amount of accrued PTO that you
may have at that time to cover this period.


 


Confidential and
Proprietary Information


Power-One prides itself on respecting the
confidential and proprietary information of other companies. It is our policy
that new employees may not bring with them to Power-One any documents or
records from a former employer. We ask that prior to joining Power-One you
destroy and/or return to your former employer any and all information and
documents that you may have in your possession. Upon employment with Power-One,
you will be required to execute agreements that include provision governing
your use and disclosure of Power-One’s confidential information during and
after your employment with Power-One.


 


Corporate Human Resources

740 Calle Plano · Camarillo,
CA 93012 · (805)
987-8741 · Fax (805)
987-5212 ·
www.power-one.com


 

















 





 


Steve Hogge Offer


Page 4 of 4


 


At Will
Employment


Notwithstanding any term in this offer letter to the
contrary, your employment with Power-One is “at will” and both you and
Power-One are entitled to terminate your employment any time, with or without
cause. This offer is not intended to be, nor should it be interpreted as, a
contract of employment. This offer of employment is specifically contingent
upon favorable results of your background and credit check and your drug
screening.


 


We are very excited about the prospect of working
with you. We believe that you will be an asset to Power-One and hope that you
will accept this offer of employment.


 


We look forward to your acceptance of our offer by
returning a signed copy of this letter to me via fax (805) 987-5212, scanned
email or regular US mail no later than close of business Friday, June 18,
2010 at which time this offer shall expire.


 


If you have any further questions please don’t
hesitate to contact me at my office (805) 383-5885 or my mobile (805) 444-5957.


 


Congratulations, and welcome to Power-One!


 


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Martin Holtzman

  	
   

  	
   

  
	
  Martin Holtzman

  	
   

  	
   

  
	
  Vice President, Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cc:

  	
  Richard Thompson, Power-One

  	
   

  	
   

  
	
   

  	
  David Nosal, Nosal Partners

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  



 


 


	
  Signed:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  Date:

  	
  6/16/2010

  	
   

  



 


 


	
  Anticipated Start Date:

  	
  July 15, 2010

  	
   

  



 


Corporate Human Resources

740 Calle Plano · Camarillo,
CA 93012 · (805)
987-8741 · Fax (805)
987-5212 ·
www.power-one.com