exv10w61






Exhibit 10.61




AMENDMENT NUMBER FIVE

TO

AMENDED AND RESTATED WAFER SUPPLY AGREEMENT



This Amendment Number Five (the “Amendment”), effective as of October 13, 2008 (the “Amendment
Effective Date”), amends the Amended and Restated Wafer Supply Agreement effective as of April 1,
2003 (as further amended by Amendment Number One, effective August 11, 2004, Amendment Number Two,
effective April 1, 2008, Amendment Number Three, effective June 9, 2008, and Amendment Number Four,
effective June 13, 2008) (the “Agreement”), by and between OKI Semiconductor Co., Ltd. (“OKI Semi”)
(successor in interest to OKI Electric Industry Co., Ltd under the Agreement), a Japanese
corporation having its registered head office at 550-1 Higashiasakawa-cho,

Hachioji-shi, Tokyo, 193-8550, Japan, and Power Integrations International, Ltd. (“PI”) a Cayman
Islands corporation having its principal place of business at 4th Floor, Century Yard, Cricket
Square, Elgin Avenue, P.O. Box 32322, Grand Cayman KY1-1209. Unless specifically designated
otherwise, capitalized terms used herein shall have the same meanings given them in the Agreement.




RECITALS




     WHEREAS, pursuant to the terms of the Agreement, PI grants to OKI Semi licenses of certain of
PI’s intellectual property for the sole purpose of PI acquiring from OKI Semi the fabrication and
supply of wafers of certain power IC products; and



     WHEREAS, PI and OKI Semi desire to amend the terms of the Agreement; and



     WHEREAS, in accordance with Section 18.10 of the Agreement, the Agreement may be amended only
by an instrument in writing duly executed by authorized officers of OKI Semi and PI.



     Now, Therefore, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby amend the Agreement as follows:



AGREEMENT





	1.	 	Section 13.1 is deleted in its entirety and replaced with the following:
	 
	 	 	This Agreement shall continue in full force and effect from the Effective Date until April 1,
2018, unless earlier terminated as provided herein (“Term”).




 









 












	2.	 	Effective as of the Amendment Effective Date, all references in the Agreement to the
“Agreement” or “this Agreement” shall mean the Agreement as amended by this Amendment.
Except as expressly amended herein, the terms of the Agreement continue unchanged and shall
remain in full force and effect. This Amendment may be executed in one or more counterparts,
each of which shall be considered an original, but all of which counterparts together shall
constitute one and the same instrument.





IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized
representatives, effective as of the Amendment Effective Date.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OKI SEMICONDUCTOR CO., LTD.	 	 	 	POWER INTEGRATIONS
	 	 	 	 	 	 	INTERNATIONAL, LTD.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Hiroshi Enomoto
	 	 	 	By:
	 	/s/ John L. Tomlin	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Hiroshi Enomoto
	 	 	 	Name:
	 	John L. Tomlin	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	President
	 	 	 	Title:
	 	President	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	11/14/08
	 	 	 	 	 	11/14/08