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                                                                   EXHIBIT 10.20

                          DEL GLOBAL TECHNOLOGIES CORP.
                                 1 COMMERCE PARK
                               VALHALLA, NY 10595


Date

Employee Name
Address
Address




Dear ______________________:



Del Global Technologies Corp. (the "Corporation") acknowledges that the
maintenance of strong and experienced employees is essential in protecting and
enhancing the best interest of the Corporation and its stockholders. In this
connection the Corporation recognizes that, as is the case with many
corporations, the possibility of a change in control may arise and may result in
the departure or distraction of key employees to the detriment of the
Corporation and its stockholders.

In order to assure that it will have the continued dedication of its key
employees and the availability of their advice and counsel notwithstanding the
possibility or occurrence of a Change in Control (as hereinafter defined), and
to induce key employees to remain in the employ of the Corporation, and for
other good and valuable consideration, the Corporation is taking the following
action:

         1.       In the event of a Change in Control of the Corporation at any
                  time during the period in which you are an employee of the
                  Corporation, and your employment with the Corporation is
                  terminated as a result of such Change in Control ("Change in
                  Control Termination"), the Corporation and/or its successor
                  shall be obligated to pay to you an amount equal to two (2)
                  times the sum of (i) your base salary for the calendar year in
                  which the Change in Control Termination occurs, plus (ii) the
                  bonus, if any, declared payable to you for the year
                  immediately preceding the Change in Control Termination, [or
                  if none declared, the bonus for the year of the Change in
                  Control Termination (based on a full year) pursuant to targets
                  or goals]; plus (iii) the amount, if any, credited to you as
                  deferred compensation for the year immediately preceding the
                  Change in Control Termination. In addition, upon a Change in
                  Control Termination the Corporation shall pay you an amount in
                  cash equal to your unvested balances in the Corporation Profit
                  Sharing Plan and any matching contributions to the
                  Corporation's 401(k) Plan that are foregone or not vested as
                  of the Change in Control Termination (the foregoing payments
                  and benefit collectively referred to hereinafter as "Change in
                  Control Payments"). The Change in Control Payments shall be
                  conditioned upon the execution of a mutual release of claims
                  by you and the Corporation, and shall otherwise be made as
                  soon as practicable after the termination of your employment
                  as a result of the Change in Control, but in no event more
                  than five (5) days after the Change in Control Termination.



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Employee Name
_____________, 200___
Page 2 of 4


         2.       The Corporation shall also pay to you your base salary for
                  unused vacation days and, pursuant to a bonus plan adopted by
                  the Corporation, a pro-rata portion of your accrued but unpaid
                  bonus for the year in which a Change in Control Termination
                  occurs, at a level consistent with 100% pay-out versus set
                  targets or goals.

         3.       In the event that you received a lease vehicle (plus operating
                  expenses) as part of your employment, the Corporation will
                  continue to make the leased vehicle available to you for 24
                  months (including reimbursement for or payment of operating
                  expenses.) In the event that you received a car allowance as
                  part of your employment, the Corporation will continue car
                  allowance payments to you for 24 months.

         4.       In addition, the Corporation shall continue to allow you to
                  participate in the hospitalization, group health benefit and
                  disability plans of the Corporation for 18 months from the
                  date of the Change in Control Termination on the same terms
                  and conditions as immediately prior to such Change in Control
                  Termination. If such plans do not allow such participation,
                  the Corporation will reimburse you for the costs of providing
                  equivalent coverage by some other means.

         5.       You will not be required to seek other employment or to
                  attempt in any way to reduce the Change in Control Payments
                  payable to you. Further, the Change in Control payments shall
                  not be reduced by any compensation earned by you as a result
                  of employment by another employer. The Change in Control
                  Payments shall be in lieu of any other severance payments to
                  which you may be entitled pursuant to any severance plan of
                  the Corporation or otherwise, and shall be reduced by all
                  other payments made by the Corporation that are in the nature
                  of severance, including, without limitation, payments required
                  under the WARN Act (or equivalent state law) that are made in
                  lieu of an advance notice of a mass termination.

         6.       In the event it shall be determined that Change in Control
                  Payments shall, together with any perquisites or payment
                  received by you (whether paid or payable or distributed or
                  distributable pursuant to the terms of this letter or
                  otherwise, is subject to the excise tax imposed by Section
                  4999 of the Internal Revenue Code of 1986, as amended (the
                  "Code") or any interest or penalties are incurred by you with
                  respect to such excise tax (such excise tax, together with any
                  such interest and penalties, are hereinafter collectively
                  referred to as the "Excise Tax'), then you shall be entitled
                  to receive an additional payment (a "Gross-Up Payment") from
                  the Corporation in an amount such that after payment by you of
                  all taxes including, without limitation, any income taxes (and
                  any interest and penalties imposed with respect thereto) and
                  any Excise Tax imposed upon the Gross-Up Payment, the Employee
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed upon the Change in Control Payments.

         7.       A "Change in Control" shall be deemed to occur upon the
                  earliest to occur after the date of this letter of any of the
                  following events:



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Employee Name
_____________, 200___
Page 3 of 4



                  (a)      Acquisition of Stock by Third Party: Any Person is or
                           becomes the Beneficial Owner, directly or indirectly,
                           of securities of the Corporation (not including in
                           the securities beneficially owned by such Person any
                           securities acquired directly from the Corporation or
                           its Affiliates) representing thirty (30%) percent or
                           more of the combined voting power of the
                           Corporation's then outstanding securities;

                  (b)      Change in Board of Directors: The date when
                           Continuing Directors cease to be a majority of the
                           Directors then in office;

                  (c)      Corporate Transactions: The shareholders of the
                           Corporation approve a merger or consolidation of the
                           Corporation with any other corporation, which merger
                           or consolidation is consummated, other than (i) a
                           merger or consolidation which would result in the
                           voting securities of the Corporation outstanding
                           immediately prior thereto continuing to represent
                           (either by remaining outstanding or by being
                           converted into voting securities of the surviving
                           entity), in combination with newly acquired ownership
                           acquired in such transaction by any trustee or other
                           fiduciary holding securities under an employee
                           benefit plan of the Corporation or an Affiliate, at
                           least 50% of the combined voting power of the voting
                           securities of the Corporation or such surviving
                           entity outstanding immediately after such merger or
                           consolidation, or (ii) a merger or consolidation
                           effected to implement a recapitalization of the
                           Corporation (or similar transaction) in which no
                           Person acquires more than 50% of the combined voting
                           power of the Corporation's then outstanding
                           securities; or

                  (d)      Liquidation: The approval by the shareholders of the
                           Corporation of a complete liquidation of the
                           Corporation or an agreement for the sale or
                           disposition by the Corporation of all or
                           substantially all of the Corporation's assets, which
                           liquidation, sale or disposition is consummated.

         8.       The termination of your employment shall be deemed a Change in
                  Control Termination if (i) your employment is terminated by
                  the Corporation (except by reason of your death) within
                  twenty-four (24) months after the Change in Control or (ii)
                  you voluntarily terminate your employment within twenty-four
                  (24) months after the Change in Control because (i) your
                  salary, bonus potential and/or benefits have been decreased
                  (ii) your duties, functions, responsibilities or authorities
                  have substantially changed, (iii) your work location has
                  changed by forty (40) miles or more or (iv) the principal
                  business of the Corporation has substantially changed.

         9.       For purposes of this letter, the following terms shall have
                  the following meanings:


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Employee Name
_____________, 200___
Page 4 of 4


                  (a)      "Affiliate" shall mean any entity that directly or
                           indirectly through one or more intermediaries,
                           controls, is controlled by or is under common control
                           with the Corporation as determined by the Board of
                           Directors in its discretion.

                  (b)      "Beneficial Owner" shall have the meaning given to
                           such term in Rule 13d-3 under the Exchange Act..

                  (c)      "Continuing Directors" as used in this letter shall
                           mean the persons who constitute the Board of
                           Directors of the Corporation on the date hereof
                           together with their successors whose nominations were
                           approved by a majority of Continuing Directors.

                  (d)      "Exchange Act" shall mean the Securities Exchange Act
                           of 1934, as amended.

                  (e)      "Person" shall have the meaning as set forth in
                           Section 13(d) and 14(d) of the Exchange Act; provided
                           however, that Person shall exclude (i) the
                           Corporation or any of its Affiliates, (ii) any
                           trustee or other fiduciary holding securities under
                           an employee benefit plan of the Corporation or any of
                           its Affiliates, (iii) an underwriter temporarily
                           holding securities pursuant to an offering of such
                           securities; and (iv) any corporation owned, directly
                           or indirectly, by the shareholders of the Corporation
                           in substantially the same proportion as their
                           ownership of stock of the Corporation.

         10.      Employment. Notwithstanding anything to the contrary contained
                  herein, you and the Corporation agree that you shall be
                  entitled to receive the Change in Control Payments solely in
                  the event of a Change in Control and nothing herein shall be
                  deemed to grant to you any additional rights to continued
                  employment by the Corporation.

         11.      Tax Withholding. Both the Change in Control Payments and any
                  other payments or benefits provided hereunder will be subject
                  to withholding for all applicable employment and income taxes.

         12.      Legal Fees. The Corporation agrees to pay as incurred, to the
                  fullest extent allowed by law, all legal fees and expenses
                  which you may reasonably incur as a result of any contest by
                  the Corporation, you or others of the validity or
                  enforceability of, or liability under, any of the terms of
                  this letter, plus in each case interest on any delayed payment
                  at the applicable federal rate under the Code.

This letter sets forth the entire agreement of the parties hereto with respect
to the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, with respect to the subject matter
contained herein, including, without limitation, any prior severance agreements
or change in control agreements.



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Employee Name
_____________, 200___
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If the foregoing is acceptable to you, please so indicate in the space provided
below and return the enclosed copy of this letter to the undersigned.

                                            Very truly yours,

                                            DEL GLOBAL TECHNOLOGIES CORP.



                                            By:
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Accepted and Agreed to

this ____ day of ___________, 2002



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