Exhibit
10.2


 





 


	
  August 10, 2010

  	
  Supersedes offer of July 10

  	
   

  



 


Gary Larsen


160
Lanternback Island Drive 


Satellite
Beach, FL 32937


 


Dear Gary,


 


I am
pleased to offer you an opportunity to join the executive management team of
Power-One, Inc., under the terms described below. Your employment start date
will be Monday, August 16, 2010.


 


Position


Your title will be Senior Vice President, Finance and
Chief Financial Officer and you will be responsible for Power-One’s global
financial and investor relations functions and activities. You will report
directly to me. The position is based in our Camarillo, California corporate
offices and extensive worldwide travel is expected.


 


Base Pay


Your starting base salary will be $325,000.00 which
will be paid bi-weekly at a rate of $12,500.00 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, depending upon the Company’s achievement of the
predetermined financial objectives set forth in the Plan and upon your
achievement of Individual goals, if any, that I set for you. Power-One must
achieve a minimum predetermined financial result as set forth in the Plan
before any payout can be earned. Once you join the company, you will receive
more information about Power-One’s 2010 financial objectives under the Plan.


 


The payout under the Plan, if any, will be made after
the end of the Company’s fiscal year when our final performance results for
2010 are known, but not later than March 15, 2011. Plan participants must be
employed by Power-One on the payout date in order to receive a payout. Your
payout, if any, will be pro-rated based upon 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.


 


740 Calle Plano · Camarillo, CA 93012 · (805) 987-8741 · Fax (805) 383-5899 · www.power-one.com


 

















 


Gary Larsen Offer


Page 2 of 4


 


Car Allowance


You will receive an automobile allowance of $150.00
per week ($7,800 gross on an annualized basis), which 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.


 


Relocation Assistance


In accordance with Power-One’s relocation guidelines, which
were previously provided to you, you will be reimbursed for relocation costs in
an amount not to exceed $175,000.00 (one hundred seventy five thousand
dollars).


 


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


As a result of your position, you will be subject to
the trading restrictions and reporting requirements of Rule 16(a) of the
Securities Exchange Act of 1934. Your designation as a Section 16 Officer is
subject to ratification by the Board of Directors.


 


Change in Control and
Indemnification


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.


 

















 


Gary Larsen 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 under the terms
of such plans, 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 current matching contribution is $0.75 for each
$1.00 you invest in the plan up to 2% of your salary and $0.50 cents for each
$1.00 you invest thereafter, up to 5% of your pay, for a total partial matching
contribution by the company of up to 7% of your pay that you Invest in the
plan. (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.


 


Paid Time Off


You will accrue a paid time off benefit (“PTO”) each
payroll period that, when annualized, equals four (4) weeks of PTO 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 in late
December. You may take this time off as unpaid or use your accrued PTO to cover
this period.


 

















 


Gary Larsen Offer


Page 4 of 4


 


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 provisions governing
your use and disclosure of Power-One’s confidential information during and
after your employment with Power-One and that assign to Power-One your
interest, if any, in intellectual property created during your time at
Power-One.


 


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 no later than August 11, 2010.


 


If you have any further questions please do not
hesitate to contact me. Welcome to Power-One, Gary. I look forward to working
with you again.


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Richard J. Thompson

  	
   

  	
   

  
	
  Richard J. Thompson

  	
   

  	
   

  
	
  President and Chief Executive
  Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cc: David Powell, David Powell,
  Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  



 


 


	
  Signed:

  	
   /s/ Gary Larsen

  	
   

  	
  Date: August 11, 2010

  
	
   

  	
        Gary
  Larsen