exh10-1.htm


    Exhibit
10.1

    


    Date:               November
5, 2009

    


    To:                  
Ilan Daskal, CFO

    


    From:               Rick
Merritt, VP Human Resources

    


    Subject:               Amendment
to Relocation Benefits

    ______________________________________________________________________

    


    Reference
is made to the offer letter agreement (“Offer Letter”), September 19, 2008
between you and International Rectifier Corporation (the
“Company”).

    


    The
purpose of this memorandum (“Amendment”) is to amend certain provisions of the
Offer Letter, as set forth below (with the provisions below modifying the
corresponding sections of the Offer Letter having the same headings as set forth
below):

    


    
      	
              §  

            	
              The
      terms and conditions of the sections in the Offer Letter with the
      following headings:
      International Rectifier’s Executive Relocation Package, Temporary Living
      Assistance, Closing Assistance on the sale of your current residence, and
      Closing Assistance on the purchase of a home in the Los Angeles/Southern
      California area are hereby extended to apply so that benefits are
      provided through October 6, 2011.

            


    

    


    
      	
              §  

            	
              Should
      you voluntarily terminate your employment with the Company on or before
      October 6, 2011 for reasons other than Good Reason (as defined in the
      Offer Letter) or a Qualifying Termination (as defined in the Severance
      Agreement), you will reimburse the Company within thirty (30) days
      following the date of your employment termination (“Employment Termination
      Date”) as follows:

            


    

    


    
      	
              o  

            	
              An
      Employment Termination Date prior to October 6, 2010 will require you to
      reimburse the Company for any relocation benefits expended by you and paid
      by the Company between October 6, 2009 and the Employment Termination
      Date.

            


    

    
      	
              o  

            	
              An
      Employment Termination Date after October 5, 2010 and prior to October 6,
      2011 will require you to reimburse the Company for any relocation benefits
      expended by you and paid by the Company between October 6, 2010 and the
      Employment Termination Date.

            


    

    


    Your
reimbursement obligations set herein supersede the reimbursement obligations set
forth in the penultimate sentence of the section of your Offer Letter entitled:
International Rectifier’s
Executive Relocation Package.

    


    Except as
set forth herein, your Offer Letter, including without limitation, the sections
thereof entitled Tax Relief and Car Allowance, remains unmodified and in full
force and effect.

    


    By
signing below, the parties have agreed to the terms of the foregoing
Amendment.

    


    


    


    ________________________________                                                                           _____________________________

    Ilan
Daskal                                                                                           Rick
Merritt

    Chief
Financial
Officer                                                                                         VP
Human Resources

    


    


    ________________________________                                                                           ______________________________

    Date