**Exhibit 10.28**
**AGREEMENT UNDERTHE****OUTSIDE DIRECTORS’ RETIREMENT PLAN**
     THIS AGREEMENT, made as of the ___day of March, 2005, by and between ARTESYN TECHNOLOGIES,INC., a Florida corporation, having its principal place of business located at 7900 Glades Road,Boca Raton, Florida 33434 (hereinafter referred to as the“Company”), and __________________ (the “EligibleDirector”).
W I T N E S S E T H:
     WHEREAS, the Company sponsors a plan providing a retirement benefit for certain non-employeemembers of the Company’s Board of Directors (the “Board”), known as the Artesyn Technologies, Inc.Outside Directors’ Retirement Plan (hereinafter referred to as the “Plan”); and
     WHEREAS, the Eligible Director has accrued, as of the date hereof, a retirement benefit underthe Plan; and
     WHEREAS, in order to assure payment of the benefit and to help promote the independence of theEligible Director in connection with evaluating the merits of any potential merger, acquisition orother change in control transaction involving the Company, the Company believes it is in the bestinterest of the Company and its shareholders to provide for an accelerated lump-sum payment of theDirector’s retirement benefit under the Plan in the event that the Director is removed or asked toresign from the Board at any time within twenty-four (24) months following a change in control ofthe Company; and
     WHEREAS, the Company and the Eligible Director desire to enter into a written agreementsetting forth the Eligible Director’s rights and the Company’s obligations with respect to suchbenefit.
     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties heretoagree as follows:
     1. Incorporation of the Plan. This retirement benefit is awarded pursuant to theprovisions of the Plan and the terms and definitions of the Plan are incorporated by reference inthis Agreement and made a part hereof. A copy of the Plan has been delivered to, and receipt ishereby acknowledged by, the Eligible Director.
     2. Retirement Benefit. Subject to the terms, restrictions, limitations andconditions stated in the Plan and this Agreement, the Eligible Director meets the requirements setforth in Section 2 of the Plan to accrue a retirement benefit from the Company in accordance withthe Plan and this Agreement hereby evidences the Eligible Director’s rights and interest in suchretirement benefit.
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     3. Retirement Benefit. The Eligible Director shall receive as an annual retirementbenefit (the “Retirement Benefit”) upon the later of such Director’s termination of service as adirector or upon his attainment of the age of 70 if not then a director an amount equal to $24,000(plus cost-of-living increases commencing January 1, 1998 through December 31 of the year precedinghis retirement) multiplied by a fraction, the numerator of which is the number of years theEligible Director served in such capacity (but in no event a number greater than ten) and thedenominator of which is ten. The Retirement Benefit shall be paid in cash at the same intervals asthe annual retainer paid to non-employee directors in service at the time the Retirement Benefit ispaid, or, if no annual retainer is being paid, on a quarterly basis.
     4. Duration. The Retirement Benefit will be paid to the Eligible Director for thelesser of the number of years such Director has continuously served on the Board as an OutsideDirector or the remainder of his life. In the event that the Eligible Director dies during theperiod in which such Director is entitled to receive the Retirement Benefit, a final installment ofthe Retirement Benefit, pro rated for the period from the date of the most recent payment throughthe date of the Director’s death, shall be payable to such Director’s estate or legalrepresentative.
     5. Accelerated Payment of the Retirement Benefit. If, within twenty-four (24) monthsfollowing a Change in Control of the Company, the Eligible Director’s Board service is terminatedfor any reason other than the Eligible Director’s voluntary resignation that is not at the requestof or otherwise initiated by the Company (or any successors) or its shareholders, the Company shallpay the Eligible Director an amount equal to the present value of the Eligible Director’s fullRetirement Benefit (determined as of the date of the termination of the Director’s service with theBoard) in a lump-sum cash payment, within no more than ten (10) days following the termination ofthe Director’s service, calculated as follows:
     For purposes of calculating the present value of the full Retirement Benefit for this Section5, the Eligible Director’s annual Retirement Benefit set forth in Section 3 will be multiplied bythe lesser of (A) the number of years such Director has continuously served on the Board as anOutside Director and (B) the number of years equal to the difference between 90 and the EligibleDirector’s age at the date of his termination of Board service, but in no event less than ten (10),and discounted using an interest rate equal to LIBOR (determined as of the date of termination)over the applicable period.
     For purposes of this Agreement, “Change in Control” means the occurrence of any of thefollowing:
          (a) The consummation of any of the following transactions: (i) any merger, consolidation,recapitalization or other business combination of the Company with or into another corporation orother entity, or an acquisition of securities or assets by the Company, pursuant to which theCompany is not the continuing or surviving corporation or other entity or pursuant to which sharesof the Company’s common stock, par value $0.01 per share (the “Common Stock”), would be convertedinto cash, securities of another corporation or other property, other than a transaction in whichthe holders of such Common Stock immediately prior
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to such transaction (including any preliminary or other transactions relating to suchtransaction) will continue to own at least 50% of the total voting power of the then-outstandingsecurities of the surviving or continuing corporation immediately after such transaction, (ii) anysale, lease, exchange, or other transfer (in one transaction or a series of related transactions)of all, or substantially all, of the assets of the Company, or (iii) the liquidation or dissolutionof the Company, except in connection with the voluntary or involuntary declaration of bankruptcy orinsolvency under applicable Federal and/or state law; or
          (b) A transaction in which any person (as such term is defined in Sections 13(d)(3) and14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), corporation orother entity (other than the Company, an affiliate of the Company, or any profit-sharing, employeeownership or other employee benefit plan or similar plan sponsored by the Company or any of itssubsidiaries, or any trustee of or fiduciary with respect to any such plan when acting in suchcapacity, or any group comprised solely of such entities): (i) shall purchase any Common Stock (orsecurities convertible into Common Stock) representing at least 40% of the total voting power ofthe then-outstanding securities of the Company for cash, securities or any other considerationpursuant to a tender offer or exchange offer, without the prior approval of the Board, or (ii)shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act),directly or indirectly (in one transaction or a series of transactions), of securities of theCompany representing at least 50% or more of the total voting power of the then-outstandingsecurities of the Company ordinarily (and apart from the rights accruing under specialcircumstances) having the right to vote in the election of directors; or
          (c) If, during any period of two (2) consecutive years, individuals who at the beginning ofsuch period constituted the entire Board and any new director whose election by the Board, ornomination for election by the Company’s shareholders, was approved by a vote of at least amajority of the directors then still in office who either were directors at the beginning of theperiod or whose election or nomination for election by the shareholders was previously so approved,cease for any reason to constitute a majority thereof.
     6. Non-Assignability. The rights and interests of an Eligible Director hereunder maynot be assigned, pledged or otherwise transferred.
     7. Amendments; Conflicts. No amendment or termination of the Plan shall in any wayadversely affect the rights and entitlements of the Eligible Director under the Plan from receivingany benefits under the Plan or hereunder after such amendment or termination. This Agreement mayonly be amended in a writing signed by the parties to this Agreement. In the event of a conflictbetween the provisions of the Plan and the provisions of this Agreement, the provisions of the Planshall in all respects be controlling.
     8. Miscellaneous.
     A. Notices. All notices, requests, deliveries, payments, demands and othercommunications required or permitted to be given under this Agreement shall be in writingand shall be either delivered personally or sent by registered or certified mail, or byprivate courier, return receipt requested, postage prepaid to the parties at their
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respective addresses set forth herein, or to such other address as either shall havespecified by notice in writing to the other. Notice shall be deemed duly given hereunderwhen so delivered or mailed as provided herein.
     B. Waiver. The waiver by any party hereto of a breach of any provision of thisAgreement shall not operate or be construed as a waiver of any other or any subsequentbreach.
     C. Entire Agreement. This Agreement and the Plan constitute the entireagreement between the parties with respect to the subject matter hereof.
     D. Binding Effect; Successors. This Agreement shall inure to the benefit ofand be binding upon the parties hereto and, to the extent not prohibited herein, theirrespective heirs, successors, assigns and legal representatives. Nothing in this Agreement,expressed or implied, is intended to confer on any person other than the parties hereto andas provided above, their respective heirs, successors, assigns and legal representatives,any rights, remedies, obligations or liabilities.
     E. Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Florida.
     F. Headings. The headings contained herein are for the sole purpose ofconvenience of reference, and shall not in any way limit or affect the meaning of orinterpretation of any of the terms or provisions of this Agreement.
     G. Legal Fees. In the event that any action is brought to enforce any of theprovisions of this Agreement, or to obtain money damages for the breach thereof, and suchaction results in the award of a judgment for money damages or in the grant of an injunctionin favor of the Eligible Director, all fees and expenses, including reasonable attorneys’fees, shall be paid by the Company.
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     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year firstabove written.      ARTESYN TECHNOLOGIES, INC.