Exhibit
10.2


AGREEMENT made
the 26th day of June 2006 BETWEEN
THE  INDUSTRIAL
DEVELOPMENT AGENCY (IRELAND) having its principal office at Wilton
Park House, Wilton Place, Dublin 2 (“IDA”) of the first part, AMERICAN POWER CONVERSION  CORPORATION (APC) BV, having its registered office at Hoekenode 6, 1102 BR
Amsterdam, the Netherlands (“the Company”) of the second part and AMERICAN POWER CONVERSION CORPORATION
having its registered office at 132 Fairgrounds Road, West Kingston, Rhode
Island 02892, USA (“the Promoters”) of the third part.


WHEREAS:


A.                                   Under
the Agreement made the 16th day of February 1994 between IDA, the Company
and the Promoters (“the Principal Agreement”) it was agreed (inter alia) to
make grants available to the Company towards the establishment and carrying on
of an industrial undertaking as more fully described therein (“the Undertaking”).


B.                                     The
Company has been paid Grant of €10,139,194 in respect of 567 jobs and is in the
process of restructuring the Undertaking, part of which will involve the
reduction in employment to 150 jobs.


C.                                     The
Contingent Grant Liability in respect of the Grant paid in the amount of €10,139,194
has been reduced to €7,173,620 due to the application of the provisions set out
in Clause 6 of the Schedule to the Principal Agreement;


D.                                    The
Company has a second location in Castlebar, Co. Mayo which will have 255 jobs
after the restructuring noted in B above (“the Mayo Undertaking”).


E.                                      The
Company has requested IDA to consent to the reduction in employment in the
Undertaking.


NOW IT IS HEREBY
WITNESSED that in consideration of the Company continuing to
carry on the Undertaking in accordance with the terms of the Principal
Agreement as amended herein IDA HEREBY CONSENTS to the request set forth in
this Agreement SUBJECT ALWAYS to the following terms and conditions:-


1                  Clause 15 “Undertaking
of Additional Liability” shall be amended to read as follows:


“If the Grant be revoked in accordance with Clause 20
hereof prior to the 31st day of December 2006, the Company and the
Promoters undertake to pay to the IDA       the
sum of €4,444,083 in addition to the sum to be repaid in accordance with Clause
20 hereof within 30 business days of the grant being revoked and such sum shall
be recoverable from the Company and/or Promoters as a joint and several simple
contract debt.”


2.               Clause 19 “Termination
of Agreement” shall be amended to read as follows :-


(i)                                     The
Company and Promoters liabilities in respect of the “Undertaking of Additional
Liability” as set out in Clause 15 of the Principal Agreement shall forever
terminate on the 31st day of December 2006;


(ii)                                  The
contingent grant liability in respect of the Principal Agreement in the amount
of €7,173,620 shall be reduced by 15% on the first anniversary of this
Agreement and by a further 15% on the second anniversary of this Agreement and
the balance of contingent grant liability of €5,021,534 shall expire on the 31st day of December 2012.









 



 


3.               Clause 5 “Achievement
of Projected Performance” shall be amended as follows:-


On or after the 31st day of December
2006 and annually thereafter for the duration of the Principal Agreement as
amended herein the Company and IDA shall periodically, but no more than once
per year, review the development of the Undertaking to that date with
particular reference to the maintenance of jobs in the Undertaking and the Mayo
Undertaking (“the Combined Undertaking”) and should total jobs in the Combined
Undertaking reduce below 405 the Company and/or the Promoters shall repay, to
IDA, within 21 days of receipt of a written 
demand, €17,872 for each job which is lost below 405 and such sums shall
be deducted from the outstanding grant liabilities.  Should jobs in the Combined Undertaking
reduce below 305 the Company and/or the Promoters shall repay to IDA, within 21
days of such demand, the balance of the grant liabilities outstanding at that
time.


For the purposes of this paragraph “jobs” shall mean full-time
permanent jobs existing in the Combined Undertaking at the relevant date.


4.               That IDA at any
time during the term of the Principal Agreement may revoke the outstanding
grant liability at that time if there be any material breach of the terms of
the Principal Agreement or of this agreement for which a cure is not
implemented within thirty (30) days after receipt of a written notice from
IDA.  If the outstanding grant liability
be revoked the Company and/or the Promoters shall repay to IDA on demand all
outstanding grant liabilities that remain outstanding at that time and in
default of such repayment such sums shall be recoverable by IDA from the
Company and/or the Promoters as a joint and several simple contract debt in any
court of competent jurisdiction.


5.               That the terms and
conditions of the Principal Agreement save in so far as same are altered or
amended by the terms hereof shall remain in full force and effect.


IN WITNESS WHEREOF of the
parties hereto have caused their respective Seals to be affixed hereto the day
and year first herein written.


PRESENT when the Seal of
the


INDUSTRIAL DEVELOPMENT AGENCY
(IRELAND)


was affixed
hereto:-


	
  

  	
   

  	
  /s/ Martin Burbridge

  
	
   

  	
   

  	
  AUTHORISED
  OFFICER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Miriam Johnston

  
	
   

  	
   

  	
  AUTHORISED
  OFFICER

  



 


PRESENT when the Seal of


AMERICAN POWER
CONVERSION CORPORATION (APC) BV


was affixed
hereto:-


	
  

  	
   

  	
  Michael J. Ricci

  
	
   

  	
   

  	
  DIRECTOR

  



 


PRESENT when the Seal of


AMERICAN POWER
CONVERSION CORPORATION


was affixed hereto:-


	
  

  	
   

  	
  Edward W. Machala,

  
	
   

  	
   

  	
  Senior Vice
  President & COO

  
	
   

  	
   

  	
  AUTHORISED
  OFFICER

  



 



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