Exhibit 10.9


 


INTERNATIONAL
RECTIFIER CORPORATION


 


2000
INCENTIVE PLAN


 


(Amended
and Restated as of November 22, 2004)


 


NON-EMPLOYEE
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS OPTION AGREEMENT is
between INTERNATIONAL RECTIFIER CORPORATION, a Delaware corporation (the “Company”),
and
                    
(the “Optionee”).  Pursuant to the International Rectifier Corporation
2000 Incentive Plan (Amended and Restated as of November 22, 2004) (the “Plan”),
the Company has granted a nonqualified stock option to purchase authorized but
unissued or treasury shares of Common Stock, $1.00 par value, of the Company as
described below on the terms and conditions attached hereto and in the Plan:


 


	
  Grant
  Date:

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  
	
  Number
  of Shares:

  	
   

  	
  (1)

  
	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
  $

  	
   

  	
  (1)

  
	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  331/3% per year on each
  of the first three

  anniversaries of Grant Date (1), (2)

  
	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  (2)

  
						



 






(1)Subject to adjustment
under Section 5.2 of the Plan.


 


(2)Subject to accelerated
vesting and/or early termination as provided in Section 2.5 or 5.2 of the
Plan and Section 4 of the attached Terms and Conditions, if the Optionee
ceases to serve as a Non-Employee Director of the Company or in certain other
circumstances set forth in the Plan or this Agreement.  See the Terms and
Conditions and the Plan for other exceptions and additional details regarding
the Option.


 


	
  INTERNATIONAL
  RECTIFIER CORPORATION

  	
   

  	
  OPTIONEE

  
	
  (a Delaware
  Corporation)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  (signature)

  	
   

  	
  (signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City, State, Zip Code

  
				



 

















 


TERMS
AND CONDITIONS


 


1.           Exercisability of Option.  Subject
to earlier termination of the Option as provided in this Agreement or the Plan
and changes and adjustments contemplated by the Plan, the Option shall vest and
become exercisable in installments of 33 1/3 % of the aggregate number of shares set forth
on the facing page (subject to adjustment) on each of the 1st, 2nd, and
3rd anniversaries of the Grant Date.  The Option may be exercised only to
the extent the Option is exercisable.


 


·                                          Cumulative
Exercisability.  To the extent the Optionee does not in any year
purchase all the shares that the Optionee may then exercise, the Optionee has
the right cumulatively thereafter to purchase any shares not so purchased until
the Option terminates or expires.


 


·                                          No
Fractional Shares.  Fractional share interests shall be disregarded,
but may be cumulated.


 


·                                          Minimum
Exercise.  No fewer than 100 shares may be purchased at any one time,
unless the number purchased is the total number at the time exercisable under
the Option.


 


2.           Method of Exercise of Option. 
To the extent exercisable, the Option may be exercised by the delivery to the
Company of a written notice stating the number of shares to be purchased
pursuant to the Option and accompanied by payment made in cash or by check
payable to the order of the Company in the full amount of the purchase price of
the shares and any amounts required to satisfy applicable withholding
taxes.  Other payment methods may be permitted only if expressly authorized
by the Administrator with respect to this Option or all options under the Plan,
consistent with Section 2.2.2 of the Plan.


 


3.           Continuance
of Service as a Non-Employee Director Required.  The vesting schedule
generally requires continued service through each applicable vesting date as a
condition to the vesting of the applicable installment and rights and benefits
under this Agreement.  Partial service, even if substantial, during any
vesting period will not entitle the Optionee to any proportionate vesting or
avoid or mitigate a termination of rights and benefits upon or following a
termination of service, except as expressly provided in Section 4 below or
under the Plan.


 


4.           Effect of Termination of Service
as a Non-Employee Director.  If the Optionee’s service as a
Non-Employee Director of the Company terminates, the Option and all other
rights and benefits under this Agreement terminate, except that the vesting of
the Option may be accelerated and the Optionee may at any time within the
following applicable period after termination exercise the Option to the extent
set forth below, with respect to the applicable reason for the termination of
service.


 


·                                          Resignation
or Retirement.  If an Optionee’s service as a Non-Employee Director of
the Company terminates after five consecutive years of service on the Board as
a result of his or her voluntary resignation or a voluntary decision not to
stand for re-election, the vesting of any Option held for at least six months
will immediately accelerate so that it is fully exercisable, but it will remain
exercisable only until


 


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the earlier of (a) three
years from the date of termination of services as a Non-Employee Director or (b) the
expiration of the term of the Option. If an Optionee’s service as a
Non-Employee Director of the Company terminates prior to five consecutive years
of service on the Board as a result of his or her voluntary resignation or a
decision not to stand for re-election, any Option held for at least six months
which is not then exercisable shall terminate and any portion of such Option
which is then exercisable will remain exercisable only until the earlier of (a) three
months from the date of such termination or (b) the expiration of the term
of the Option.


 


·                                          Death
or Total Disability.  If an Optionee’s service as a Non-Employee
Director of the Company terminates as a result of his or her death or Total
Disability, the vesting of any Option held for at least six months will
immediately accelerate so that it is fully exercisable but, it will remain
exercisable only until the earlier of (a) three years from the date of
death or Total Disability or (b) the expiration of the term of the Option.


 


·                                          Other
Termination.  If an Optionee’s service as a Non-Employee Director of
the Company terminates for any reason other than his or her voluntary
resignation or voluntary decision not to stand for re-election, or death or
Total Disability, any Option which is then unexercisable will immediately
accelerate so that it is fully exercisable, but it will remain exercisable only
until the earlier of (a) three years from the date of termination of
services as a Non-Employee Director or (b) the expiration of the term of
the Option.


 


Subject to the express
provisions of this Section 4 and the provisions of Section 5 below,
the terms and conditions of the Plan and changes and adjustments contemplated
by the Plan, the vesting of an Option granted less than six months prior to the
applicable termination event (a “Short-Term Option”) will not automatically
occur but the Board in its sole discretion may accelerate the vesting of up to
20% of the Option as of the time of the termination event, in which case the
Option will become exercisable six months after the Grant Date and the Option
will remain exercisable until the expiration of the applicable exercise period
set forth above in this Section 4 as if the Option had been held six
months at the time of termination of service.


 


5.           Possible
Acceleration and Termination of Awards Upon Change in Control; Adjustments.


 


Without limiting the
generality of Subsection 5.2 of the Plan or the authority of the Administrator
under the Plan, upon the occurrence of (or, as the circumstances may require,
immediately prior to) a Change in Control Event, the Option will become
immediately exercisable unless prior to the Change in Control Event the Board
determines that benefits under all Options granted pursuant to the Plan will
not accelerate upon occurrence of the Change in Control Event, or determines
that only certain or limited benefits under all Options granted pursuant to the
Plan will be accelerated and the extent to which they will be accelerated,
and/or establishes a different time in respect of such Change in Control Event
for such acceleration.


 


6.           Notices. 
Any notice to be given under the terms of this Agreement shall be in writing
and addressed to the Company at its principal office, to the attention of the
Corporate Secretary and to the Optionee at the address given beneath the
Optionee’s signature, or at such other address as either party may hereafter
designate in writing to the other.


 


7.           Optionee
not a Stockholder.  Neither the Optionee nor any other person entitled
to exercise the Option shall have any of the rights or privileges of a
stockholder of the Company as to any shares of Common Stock not actually issued
and delivered to Optionee prior to delivery of the exercise price and
satisfaction of all other conditions precedent to the due exercise of the
Option and delivery of shares.


 


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8.           Effect
of Award Agreement.  This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company except to the extent
the Committee or the Board determines otherwise, consistent with the terms of
the Plan.


 


9.           Choice
of Law.  The construction, interpretation, performance and enforcement
of the Option and this Agreement shall be governed by the laws of the State of
California.


 


10.         Defined Terms. 
Capitalized terms used and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.


 


11.         Plan. 
The Option and all rights of Optionee thereunder are subject to, and the
Optionee agrees to be bound by, all of the terms and conditions of the
provisions of the Plan, including but not limited to Section 5.2
(Adjustments; Acceleration) and Section 5.10 (Governing
Law/Construction/Severability).  Optionee acknowledges receipt of a copy
of the Plan, which is made a part hereof by this reference.  Unless
otherwise expressly provided in other Sections of this Agreement, provisions of
the Plan that confer discretionary authority on the Committee or the Board do
not (and shall not be deemed to) create any additional rights in the Optionee
not expressly set forth above.


 


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