Exhibit 10.1


 


INTERNATIONAL
RECTIFIER CORPORATION


2000
INCENTIVE PLAN


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


	
  Participant
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Stock Units:

  	
   

  	
              (1)

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  See vesting set forth
  in Exhibit A attached hereto(1)

  
	
   

  	
   

  	
   

  
	
  Award
  Date:

  	
   

  	
   

  



 






(1) All share and
unit numbers are subject to adjustment under the terms of the Plan.  The
Stock Units are subject to acceleration and termination prior to vesting as
provided herein.


 


THIS
AGREEMENT is
among INTERNATIONAL RECTIFIER CORPORATION,
a Delaware corporation (the “Corporation”), and the employee named above (the “Participant”),
an employee of the Corporation or one of its subsidiaries, and is delivered
under the International Rectifier Corporation 2000 Incentive Plan (Amended and
Restated as of November 22, 2004) (the “Plan”).


 


W I T N E S S E T H


 


WHEREAS, the Compensation and Stock Option
Committee of the Board of Directors has approved, and the Corporation has
granted, effective as of the Award Date, to the Participant with reference to
services rendered to the Company, a restricted stock unit award under the Plan
(the “Stock Unit Award” or “Award”), upon the terms and conditions set forth
herein and in the Plan.


 


NOW
THEREFORE, in
consideration of services rendered by the Participant and the mutual promises
made herein and the mutual benefits to be derived therefrom, the parties agree
as follows:


 


1.                        Defined Terms.  Capitalized terms used herein and
not otherwise defined herein shall have the meaning assigned to such terms in the
Plan.  For purposes of this Agreement, a “Stock Unit” means a non-voting
unit of measurement which is deemed for bookkeeping purposes to be equivalent
to one outstanding share of Common Stock of the Corporation.


 


2.                        Grant.  Subject to the terms of this Agreement
and the Plan, the Corporation grants to the Participant a Stock Unit Award with
respect to an aggregate number of Stock Units set forth above.  The
Corporation acknowledges that the consideration for the shares payable with
respect to the Stock Units on the terms set forth in this Agreement shall be
the services rendered to the Company by the Participant prior to the applicable
vesting date, the fair value of which is not less than the par value per share
of the Corporation’s Common Stock.


 


3.                        Vesting.  The Stock Units subject to the
Award shall vest in installments as set forth in the “Vesting Schedule” set
forth in Exhibit A attached hereto, subject to earlier termination or
acceleration and subject to adjustment as provided herein.


 


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4.                        Continuance of
Employment Required.  Except as otherwise provided herein, the vesting schedule
applicable to the Stock Units requires continued service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the award and the rights and benefits under this
Agreement.  Service for only a portion of the vesting period, even if a
substantial portion, will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or service.


 


5.                        Dividend and Voting
Rights.


 


(a)                    Limitations on Rights
Associated with Units.  The Participant shall have no rights as a
stockholder of the Corporation, no dividend rights (except as expressly
provided in Section 5(b) hereof with respect to Dividend Equivalents)
and no voting rights with respect to the Stock Units or any shares of Common
Stock issuable in respect of such Stock Units, until shares of Common Stock are
actually issued to and held of record by the Participant.  No adjustments
will be made for dividends or other rights of a holder for which the record
date is prior to the date of issuance of the stock certificate evidencing the
shares.


 


(b)                    Dividend Equivalent
Distributions. 
No later than sixty (60) days following each date that the Corporation pays an
ordinary cash dividend on its outstanding Common Stock (if any ordinary cash
dividends are paid), for which the related record date occurs after the Award
Date and prior to the date that this award either vests or terminates hereunder,
the Corporation shall make a cash payment to the Participant equal to, subject
to the tax withholding provisions of Section 11 hereof and Section 5.5
of the Plan, the amount of the ordinary cash dividend paid by the Corporation
on a single share of Common Stock multiplied by the number of Stock Units
subject to this Agreement outstanding and unpaid as of such record date (“Dividend
Equivalents”).


 


6.                        Restrictions on Transfer.  Prior to the time the Stock Units are
vested and paid, neither the Stock Units comprising the Award nor any other
rights of the Participant under this Agreement or the Plan may be transferred,
except as expressly provided in Section 1.9 of the Plan.  No specific
exception to the general transfer prohibitions set forth in Section 1.9 of
the Plan has been authorized by the Committee.


 


7.                        Timing and Manner of
Payment with Respect to Stock Units. Stock Units subject to this Agreement will be paid in
an equivalent number of shares of Common Stock within 60 days after the vesting
of such Stock Units in accordance with the terms hereof, subject to adjustment
as contemplated by Section 9 and subject to earlier payment pursuant to Section 10. 
The Participant or other person entitled under the Plan to receive the shares
shall deliver to the Corporation any representations or other documents or
assurances required pursuant to Section 5.4 of the Plan.


 


8.                        Effect of Termination of
Employment or Change in Control.


 


(a)                    Forfeiture after Certain
Events. 
The Participant’s Stock Units shall be extinguished to the extent such Stock
Units have not become vested upon the date the Participant is no longer
employed by the Corporation or one of its Subsidiaries, regardless of the
reason for such termination of employment, whether with or without cause,
voluntarily or involuntarily; provided, however, that if the Participant incurs
a permanent and total disability or dies while employed by the Corporation or a
Subsidiary, or retires with the consent of the Corporation or a Subsidiary from
employment by the Corporation or a Subsidiary, then if the Stock Units subject
to the Award are not then otherwise fully vested the next scheduled vesting
installment of such Stock Units shall become vested upon such termination of
employment.  If the Participant is


 


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employed by an entity
that is a Subsidiary and such entity ceases to be a Subsidiary, such event
shall be deemed to be a termination of employment of the Participant unless the
Participant otherwise continues following such event to be employed by the
Corporation or another Subsidiary that continues as such following the
event.  Absence from work caused by military service, authorized sick
leave or other leave approved in writing by the Committee shall not be
considered a termination of employment by the Corporation or a Subsidiary for
purposes of this Section 8.


 


(b)                    Termination of Stock
Units. 
If any Stock Units are extinguished hereunder, such unvested, extinguished
Stock Units, without payment of any consideration by the Corporation or any
Subsidiary, shall automatically terminate and be cancelled without any other
action by the Participant, or the Participant’s beneficiary, as the case may
be.


 


(c)                    Acceleration Upon Change
in Control. 
Upon the occurrence of (or, as the circumstances may require, immediately prior
to) a Change in Control (as defined below), then any portion of the Stock Units
subject to the Award that have not previously vested or terminated shall
thereupon vest, unless prior to the Change in Control the Committee determines
that benefits under this or other awards will not accelerate upon occurrence of
the Change in Control or determines that only certain or limited benefits under
some or all awards will be accelerated and the extent to which they will be
accelerated, and/or establishes a different time in respect of the Change in
Control for such acceleration.  The Committee may accord the Participant a
right to refuse any acceleration pursuant to this Agreement, in such
circumstances as the Committee may approve.  For purposes of this
Agreement, “Change in Control” means any of the following:  (a) approval
by the stockholders of the Corporation of the dissolution or liquidation of the
Corporation; (b) approval by the stockholders of the Corporation of an
agreement to merge or consolidate, or otherwise reorganize, with or into one or
more entities that are not majority-owned subsidiaries of the Corporation, as a
result of which 50% or less of the outstanding voting securities of the
surviving or resulting entity are, or are to be, owned by former stockholders
of the Corporation; (c) approval by the stockholders of the Corporation of
the sale or transfer of substantially all of the Corporation’s business and/or
assets to a person or entity that is not a Subsidiary of the Corporation; or (d) the
occurrence of any of the following: (i) any “person,” alone or together
with all “affiliates” and “associates” of such person, without the prior
approval of the Board, becomes the “beneficial owner” of more than 50% of the
outstanding voting securities of the Corporation (the terms “person,” “affiliates,”
“associates” and “beneficial owner” are used as such terms are used in the
Securities Exchange Act of 1934 and the General Rules and Regulations
thereunder); provided, however, that “Change in Control” shall not be deemed to
have occurred if such “person” is the Corporation, any Subsidiary or any
employee benefit plan or employee stock plan of the Corporation or of any
Subsidiary, or any trust or other entity organized, established or holding
shares of such voting securities by, for, or pursuant to the terms of any such
plan; or (ii) individuals who at the beginning of any period of two
consecutive calendar years constitute a majority of the Board cease for any
reason, during such period, to constitute at least a majority thereof, unless
the election, or the nomination for election by the Corporation’s stockholders,
of each new Board member was approved by a vote of at least two-thirds of the
Board members then still in office who were Board members at the beginning of
such period.


 


9.                        Adjustments in Case of
Changes in Common Stock.  The Committee may adjust the number of Stock
Units subject to this Agreement as provided under Section 5.2 of the
Plan.  Upon the occurrence of an Event (as defined below), the Committee
shall make adjustments as it deems appropriate in the number and kind of
securities or other consideration that may become payable with respect to the
Award.  If any adjustment shall be made under Section 5.2 of the Plan
or an Event shall occur and the Stock Unit Award has not been fully


 


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vested and paid upon such
Event or prior thereto, the Stock Unit Award may become payable in securities
or other consideration (the “Restricted Property”) rather than in the Common
Stock otherwise payable in respect of the Stock Unit Award.  Such
Restricted Property shall become payable at the times and in such proportions
set forth in Section 7 above or such earlier time as the Committee may
authorize pursuant to Section 10 below.  Notwithstanding the
foregoing, to the extent that the Restricted Property includes any cash, the
commitment hereunder shall become an unsecured promise to pay an amount equal
to such cash (with earnings attributable thereto as if such amount had been
invested, pursuant to policies established by the Committee, in interest
bearing, FDIC insured (subject to applicable insurance limits) deposits of a
depository institution selected by the Committee) at such times and in such
proportions as the Stock Unit Award becomes payable in accordance with Section 7
above.  Notwithstanding the foregoing, the Stock Unit Award and any Common
Stock or other securities or property payable in respect of the Stock Unit
Award shall continue to be subject to proportionate and equitable adjustments
(if any) under Section 5.2 of the Plan consistent with the effect of such
events on stockholders generally, as the Committee determines to be necessary
or appropriate, and in the number, kind and/or character of shares of Common
Stock or other securities, property and/or rights payable in respect of Stock
Units granted under the Plan.  All rights of the Participant hereunder are
subject to those adjustments.  For purposes of this Agreement, “Event”
means a liquidation, dissolution, Change in Control, merger, consolidation, or
other combination or reorganization, or a recapitalization, reclassification,
extraordinary dividend or other distribution (including a split up or a spin
off of the Corporation or any significant Subsidiary), or a sale or other
distribution of substantially all the assets of the Corporation as an entirety.


 


10.                 Possible Early
Settlement of Award.  The Committee retains the right to accelerate the vesting and
payment date of the outstanding and previously unvested Stock Units subject to
the Award in connection with an Event, a Change in Control, or the termination
of the Participant’s employment with the Corporation or one of its
Subsidiaries.  This Section 10 is not intended to prevent vesting of
the Award pursuant to Section 8(c) above or an adjustment to the
Award as provided in the Plan or Section 9 above.


 


11.                 Tax Withholding.  Upon payment of Dividend
Equivalents and/or the distribution of shares of Common Stock in respect of the
Stock Units, the entity within the Company last employing the Participant shall
have the right at its option to (a) require the Participant (or the
Participant’s beneficiary, as the case may be) to pay or provide for payment in
cash of the amount of any taxes which the Company may be required to withhold
with respect to such payment or distribution or (b) deduct from any amount
payable to the Participant the amount of any taxes which the Company may be
required to withhold with respect to such payment or distribution.  In any
case where a tax is required to be withheld in connection with the delivery of
shares of Common Stock under this Agreement, the Committee may, but is not
required to, reduce the number of shares to be delivered by (or otherwise
reacquire) the appropriate number of shares valued at their then Fair Market
Value, to satisfy such withholding obligation.


 


12.                 Notices.  Any notice to be given under the
terms of this Agreement shall be in writing and addressed to the Corporation at
its principal office located at 101 N. Sepulveda Boulevard, El Segundo,
California 90245, to the attention of the Secretary and to the Participant at
the address given beneath the Participant’s signature hereto, or at such other
address as either party may hereafter designate in writing to the other.


 


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13.                 Plan and Program.  The Award and all rights of the
Participant with respect thereto are subject to, and the Participant agrees to
be bound by, all of the terms and conditions of the provisions of the Plan,
incorporated herein by reference, to the extent such provisions are applicable
to Awards granted to employees.  The Participant acknowledges receipt of a
copy of the Plan, which is made a part hereof by this reference, and agrees to
be bound by the terms thereof.  Unless otherwise expressly provided in
other Sections of this Agreement, provisions of the Plan that confer
discretionary authority on the Committee do not (and shall not be deemed to)
create any rights in the Participant unless such rights are expressly set forth
herein or are otherwise in the sole discretion of the Committee so conferred by
appropriate action of the Committee under the Plan after the date hereof. 
If there is any conflict or inconsistency between the terms and conditions of
this Agreement and of the Plan, the terms and conditions of the Plan shall
govern.


 


14.                 No Service Commitment by
Company. 
Nothing contained in this Agreement or the Plan constitutes an employment
commitment by the Corporation or any of its Subsidiaries, affects the
Participant’s status as an employee at-will who is subject to termination
without cause, confers upon the Participant any right to remain employed by the
Corporation or any Subsidiary, interferes in any way with the right of the
Corporation or any Subsidiary at any time to terminate such employment, or
affects the right of the Corporation or any Subsidiary to increase or decrease
the Participant’s other compensation.


 


15.                 Limitation on
Participant’s Rights.  Participation in the Plan confers no
rights or interests other than as herein provided.  This Agreement creates
only a contractual obligation on the part of the Corporation as to amounts
payable and shall not be construed as creating a trust.  The Plan, in and
of itself, has no assets.  The Participant shall have only the rights of a
general unsecured creditor of the Corporation (or applicable Subsidiary) with
respect to amounts credited and benefits payable, if any, with respect to the
Stock Units, and rights no greater than the right to receive the Common Stock
(subject to adjustments) as a general unsecured creditor with respect to Stock
Units, as and when payable hereunder.


 


IN
WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above
written.  By the Participant’s execution of this Agreement, the
Participant agrees to the terms and conditions hereof and of the Plan.


 


	
  INTERNATIONAL
  RECTIFIER

  	
   

  	
  PARTICIPANT

  
	
  CORPORATION, a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City,
  State, Zip Code

  
						



 


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EXHIBIT A


 


PERFORMANCE
GOALS - VESTING


 


100% of the total number
of Stock Units subject to the Award are eligible to become vested on the third
business day following the filing of the Corporation’s unaudited financial
statements with the Securities and Exchange Commission  (“SEC”) for the Corporation’s first
quarter  of its fiscal year 2011 (“Vesting
Date”), based on the Corporation’s achievement of its “Corporate Performance
Goal” (as defined below).


 


In order for any of the
Stock Units to be become vested, the Corporation must achieve the goal (the “Corporate
Performance Goal”) of a level of earnings before interest and taxes (“EBIT”),
exclusive of any extraordinary and one-time items, as so identified and
designated by the Committee, reported in the Corporation’s financial statements
filed with the SEC, of                                          
in each of two consecutive quarters during the period between the beginning of
the Corporation’s second quarter of its fiscal year 2010 and the end of  the Corporation’s first quarter of its fiscal
year 2011.


 


If the Corporate
Performance Goal is achieved, then 100% of the Stock Units to the Award shall
vest upon the Vesting Date.


 


Notwithstanding the
foregoing, if the Corporate Performance Goal is not achieved, then no Stock
Units subject to the Award shall become vested.


 


Any Stock Units that are
not vested on the Vesting Date shall be terminate and be forfeited.


 


Whether and the extent to
which any “Corporate Performance Goal” has been achieved will be determined by
the Committee (or, to the extent consistent with Section 162(m) of
the Code, its delegate), and no vesting shall be deemed to have occurred absent
such a determination by the Committee (or such a delegate as the case may be).
The “Corporate Performance Goal” set forth above shall be proportionally
adjusted by the Committee (in its sole discretion) as may be necessary to
mitigate the unbudgeted impact of material, unusual or nonrecurring gains and
losses, and to make equitable adjustments for other extraordinary events not
foreseen at the time the “Corporate Performance Goal” were established.  Notwithstanding the foregoing, any vesting of
Stock Units subject to the Award is conditioned upon the participant being an
employee of the Corporation, or one of its directly or indirectly owned subsidiaries,
on the Vesting Date.