Exhibit
10.12


 





 


Project
Work Agreement


 


May 6, 2009


 


Mr. Lawrence
A. Michlovich


Vice
President and Assistant General Counsel


International
Rectifier Corporation


101 N.
Sepulveda Blvd.


El
Segundo, CA 90245


 


Dear Mr. Michlovich:


 


Tatum,
LLC (“Tatum,” “we,” or “us”) is pleased that International Rectifier
Corporation (the “Company,” “you” or “your”) has selected us to perform certain
consulting services on behalf of the Company (the “Services”).  This letter along with the terms and
conditions attached as Exhibit A and any other schedules or exhibits
attached hereto which are incorporated herein by reference (collectively, the “Agreement”)
confirms our mutual understanding of the terms and conditions upon which the
Services will be provided.


 


As
previously discussed, we will provide general consultation and advisory
services, as requested by the Company from time to time.


 


Any
additional Services requested by you from time to time are subject to Tatum’s
consent.  You acknowledge that Tatum’s
success in performing the Services depends on the participation, cooperation,
and support of your management. 
Accordingly, you will designate a management-level individual to be
responsible for overseeing the Services. 
You acknowledge that the Services are limited to those which the Company’s
management has determined will meet its objectives.  Throughout
the course of providing the Services, we will meet with your representative to
discuss the findings and recommendations resulting from the Services.


 


The
Services will be performed under the lead and direction of Peter Knepper and
will be performed by employees, members and/or subcontractors of Tatum
(collectively, the “Tatum Resources”); provided that the Company’s consent
shall be obtained prior to use of any resource other than Mr. Knepper.


 


We will
provide the Services to you beginning on May 6, 2009, and unless
terminated in accordance with Exhibit A, through December 31, 2009.


 


In
consideration for the Services provided, you will pay us either an hourly fee
equal to $500 or a daily fee equal to $4,000 for Mr. Knepper’s services,
at the sole discretion of the Company.


 


In
addition to our standard professional service fees, we will charge an
administrative fee equal to 5% of our professional service fees, which covers
ancillary administrative costs such as technology, communication, and
supplies.  In addition, you will
reimburse Tatum directly for all reasonable travel and out-of-pocket expenses
incurred by Tatum or the Tatum Resources in performing the Services.


 


Notwithstanding
anything from the contrary contained herein, in no event shall the total fees
payable under this Agreement exceed $120,000 nor shall you be required to
provide Services in excess of that amount.


 


Prior to
providing any Services, the parties and any individual providing Services
hereunder shall enter into a separate confidentiality agreement protecting the
confidential information of the Company, as mutually agreed between the
parties.


 


We appreciate
the opportunity to serve you and believe this Agreement accurately reflects our
mutual understanding of the terms upon which the Services will be
provided.  We would be pleased to discuss



 





















 


this Agreement
with you at your convenience.  If the
foregoing is in accordance with your understanding, please sign a copy of this Agreement
and return it to my attention.


 


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Sincerely,


Tatum, LLC


 


 


James L.
Buxbaum — Managing Partner, Los Angeles


 


 


Accepted
and agreed:


International Rectifier Corporation


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Lawrence
  Michlovich

  	
   

  
	
  Title:

  	
  Assistant Secretary

  	
   

  
	
  Date:

  	
  May 6, 2009

  	
   

  



 


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Exhibit A


 


Terms and Conditions


 


1.            Relationship of the Parties. 
The parties agree that Tatum and the Tatum Resources will be serving the
Company as independent contractors for all purposes and not as employees,
agents, or partners of or joint venturers with the Company.  Tatum and the Tatum Resources will have
control over the order and sequence of the Services and the specific hours
worked and will not be subject to Company withholding of income or employment
taxes.  The Tatum Resources will not be
or serve as an employee, manager, officer, or director of the Company, nor will
the Tatum Resources have any authority or control over the employees of the
Company or the authority to sign any documents on behalf of the Company,
including, without limitation, checks and other means of payment, federal or
state securities filings, tax filings, or representations and warranties.  Accordingly, the Company will not (i) give
or require the Tatum Resources to use the titles “Chief Financial Officer,” “Chief
Information Officer,” “Chief Operating Officer,” or any other title that
suggests such individual is an employee, manager, officer, or director of the
Company, (ii) represent or require the Tatum Resources to represent to any
third party that the Tatum Resources are anything other than consultants to the
Company, or (iii) require or request that the Tatum Resources supervise or
control the employees of the Company or sign any documents on behalf of the
Company.


 


2.            Payment Terms.  Payments to Tatum
should be made within 30 days of receipt of invoice by electronic transfer in
accordance with the instructions set forth below or such alternative
instructions as provided by Tatum from time to time.  Any amounts not paid when due may be subject
to a periodic service charge equal to the lesser of 1.5% per month and the
maximum amount allowed under applicable law, until such amounts are paid in full,
including assessed service charges.  In
lieu of terminating this Agreement, Tatum may suspend the provision of Services
if amounts owed are not paid in accordance with the terms of this Agreement.


 


Bank Name:  Wells Fargo, N.A.


Branch:  San Francisco


Account Name:  Tatum, LLC


Account Number:  4121546642


Routing Number for ACH
Payments:  121000248


Swift Code:  WFBIUS6S


Please reference Company name in
the body of the payment.


 


3.            Effective Date and Termination.


 


(a)           This Agreement will be effective as of the earlier
of (i) the date Tatum begins providing Services to the Company, and (ii) the
date of the last signature to this Agreement as indicated on the signature
page.


 


(b)           After the expiration of any minimum term, if any,
either party may terminate this Agreement by providing the other party a
minimum of 30 days’ advance written notice and such termination will be
effective as of the date specified in such notice, provided that such date is
no earlier than 30 days after the date of delivery of the notice; provided
however, the Company may terminate any particular requested Services on written
notice.  Tatum will continue to provide,
and the Company will continue to pay for, any Services not terminated until the
termination effective date.


 


(c)           Tatum may terminate this Agreement immediately upon
written notice to the Company if: (i) the Company is engaged in or asks Tatum
to engage in or ignore any illegal or unethical activity; (ii) the Tatum
Resource ceases to be a member, employee or subcontractor of Tatum for any
reason; (iii) the Tatum Resource becomes disabled; or (iv) the
Company fails to pay any amounts due to Tatum when due.  For purposes of this Agreement, disability
will be defined by the applicable policy of disability insurance or, in the
absence of such insurance, by Tatum’s management acting in good faith.  Notwithstanding the foregoing, in lieu of
terminating this Agreement under (ii) and (iii) above, upon the
mutual agreement of the parties, the Tatum Resource may be replaced by another
Tatum member, employee or subcontractor.


 


(d)           In the event that a party commits a breach of this
Agreement, other than for the reasons described in the above Section, and fails
to cure the same within 10 days following delivery by the non-breaching party
of written notice specifying the nature of the breach, the non-breaching party
may terminate this Agreement effective upon written notice of such termination.


 


(e)           The expiration or termination of this Agreement will
not destroy or diminish the binding force and effect of any of the provisions
of this Agreement that expressly, or by reasonable implication, come into or
continue 


 


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in
effect on or after such expiration or termination, including, without
limitation, provisions relating to payment of fees and expenses (including
witness fees and expenses), hiring the Tatum Resources, governing law,
arbitration, and limitation of liability.


 


4.            Hiring Tatum Resource Outside of a Tatum
Agreement.  The parties recognize and agree
that Tatum is responsible for introducing the Tatum Resources to the Company.
Therefore, if, at any time during the term of this Agreement and for the
12-month period following the termination or expiration of this Agreement other
than in connection with this Agreement or another Tatum agreement, the Company or any of its subsidiaries or affiliates employs any Tatum
Resource, or engages any Tatum Resource as an independent contractor, the
Company will pay Tatum a placement fee in an amount equal to 45% of Tatum’s
Annualized Fees (as defined below).  The
amount will be due and payable to Tatum upon written demand to the
Company.  “Annualized Fees” means the
equivalent of what Tatum would receive under this Agreement for the Tatum
Resource on a full-time annual basis plus the maximum amount of any bonus
for which Tatum was eligible with respect to the then-current bonus year for
the Tatum Resource.


 


5.            Warranties and Disclaimers.  Except as otherwise
expressly set forth herein, it is understood that Tatum does not have a
contractual obligation to the Company other than to provide the Services using
commercially reasonably efforts in accordance with industry standards.  The
Company acknowledges that any information, including any resources delivered
through Tatum’s proprietary information and technology system, will be provided
by Tatum as a tool to be used in the discretion of the Company.  Tatum will not be responsible for any action
taken by the Company in following or declining to follow any of Tatum’s or the
Tatum Resources’ advice or recommendations. 
Tatum disclaims all other warranties, whether express, implied or
statutory.  Without limiting the foregoing,
Tatum makes no representation or warranty as to the accuracy or reliability of
reports, projections, certifications, opinions, representations, or any other
information prepared or made by Tatum or the Tatum Resources (collectively, the
“Information”) even if derived from Tatum’s intellectual capital, and Tatum
will not be liable for any claims of reliance on the Information or that the
Information does not comply with federal, state or local laws or
regulations.  The Services are for the
sole benefit of the Company and not any unnamed third parties.  The Services will not constitute an audit, review,
or compilation, or any other type of financial statement reporting or
attestation engagement that is subject to the rules of the AICPA or other
similar state or national professional bodies and will not result in an opinion
or any form of assurance on internal controls.


 


6.            Limitation of Liability. 
The liability of Tatum in any and all categories and for any and all
causes arising out of this Agreement, whether based in contract, tort,
negligence, strict liability or otherwise will, in the aggregate, not exceed the
actual fees paid by the Company to Tatum over the previous two months’ of the
Agreement.  In no event will Tatum be
liable for incidental, consequential, punitive, indirect or special damages,
including, without limitation, any interruption or loss of business, profit or
goodwill.  As a condition for recovery of
any liability, the Company must assert any claim against Tatum within three
months after discovery or 60 days after the termination or expiration of this
Agreement, whichever is earlier.


 


7.            Governing Law, Arbitration, and Witness Fees.


 


(a)           This Agreement will be governed by and construed in
accordance with the laws of the State of California, without regard to
conflicts of laws provisions.


 


(b)           If the parties are unable to resolve any dispute
arising out of or in connection with this Agreement, the parties agree and
stipulate that any such disputes will be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association (“AAA”).  The
arbitration will be conducted in the Los Angeles, California office of the AAA
by a single arbitrator selected by the parties according to the rules of
the AAA, and the decision of the arbitrator will be final and binding on both
parties.  In the event that the parties
fail to agree on the selection of the arbitrator within 30 days after either
party’s request for arbitration under this Section, the arbitrator will be
chosen by the AAA.  The arbitrator may in
his or her discretion order documentary discovery but will not allow
depositions without a showing of compelling need.  The arbitrator will render his or her
decision within 90 days after the call for arbitration.  Judgment on the award of the arbitrator may
be entered in and enforced by any court of competent jurisdiction.  The arbitrator will have no authority to
award damages in excess or in contravention of this Agreement and may not amend
or disregard any provision of this Agreement, including this Section.  Notwithstanding the foregoing, either party
may seek appropriate injunctive relief from any court of competent jurisdiction,
and Tatum may pursue payment of undisputed amounts through any court of
competent jurisdiction.


 


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(c)           Except to the extent arising from Mr. Knepper’s
service as an employee of the Company, in the event any member or employee of
Tatum (including, without limitation, any Tatum Resource) is requested or
authorized by the Company or is required by government regulation, subpoena, or
other legal process to produce documents or appear as witnesses in connection
with any action, suit or other proceeding initiated by a third party against
the Company or by the Company against a third party, the Company will, so long
as Tatum is not a party to the proceeding in which the information is sought,
reimburse Tatum for its member’s or employee’s professional time (based on
customary rates) and expenses, as well as the reasonable fees and expenses of
its counsel (including the allocable cost of in-house counsel), incurred in
responding to such requests.


 


8.            Miscellaneous.


 


(a)           This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and supersede any
and all agreements, whether oral or written, between the parties with respect
to its subject matter.  No amendment or
modification to this Agreement will be valid unless in writing and signed by
both parties.


 


(b)           If any portion of this Agreement is found to be
invalid or unenforceable, such provision will be deemed severable from the
remainder of this Agreement and will not cause the invalidity or
unenforceability of the remainder of this Agreement, except to the extent that
the severed provision deprives either party of a substantial portion of its
bargain.


 


(c)           Neither party will be deemed to have waived any
rights or remedies accruing under this Agreement unless such waiver is in
writing and signed by the party electing to waive the right or remedy.  The waiver by any party of a breach or
violation of any provision of this Agreement will not operate or be construed
as a waiver of any subsequent breach of such provision or any other provision
of this Agreement.


 


(d)           Neither party will be liable for any delay or
failure to perform under this Agreement (other than with respect to payment
obligations) to the extent such delay or failure is a result of an act of God,
war, earthquake, civil disobedience, court order, labor dispute, or other cause
beyond such party’s reasonable control.


 


(e)           The Company may not assign its rights or obligations
under this Agreement without the express written consent of Tatum.  Nothing in this Agreement will confer any
rights upon any person or entity other than the parties hereto and their
respective successors and permitted assigns and the Tatum Resources.


 


(f)            The Company agrees to reimburse Tatum for all reasonable
costs and expenses incurred by Tatum in enforcing collection of any monies due
under this Agreement, including, without limitation, reasonable attorneys’
fees.


 


(g)           Subject to the Company’s
prior written consent, the Company agrees to allow Tatum to use the Company’s
logo and name on Tatum’s website and other marketing materials for the sole
purpose of identifying the Company as a client of Tatum.  Tatum will not use the Company’s logo or name
in any press release or general circulation advertisement without the Company’s
prior written consent.


 


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