Exhibit
10.2


 


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) and the
participant’s achievement of his “Individual Performance Goals” (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, greater than                       
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 the number of shares of Stock Units subject
to the Award that shall become vested shall depend on the achievement of the participant’s
individual performance goal(s) (“Individual Performance Goals”) listed in
the table below.


 


If the Corporate
Performance Goal is achieved but no Individual Performance Goals are achieved,
then 50% of the Stock Units subject to the Award shall vest upon the Vesting
Date.


 


If both the Corporate
Performance Goal and one or more Individual Performance Goals are achieved,
then in addition to the Stock Units that shall vest as a result of the
achievement of the Corporate Performance Goal, the Stock Units subject to the
Award and set forth in the table below as “Applicable Stock Units” for the
Individual Performance Goals that have been achieved shall vest upon the
Vesting Date.


 


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


 


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


 


Individual Performance Goals:


 


	
   

  	
   

  	
  Applicable Stock Units:  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Applicable Stock Units:  

  	
   

  	
   

  



 


Whether and the extent to
which any “Corporate Performance Goal” or “Individual 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” and “Individual
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” or “Individual 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.