Exhibit 10.1


 


August 12, 2008


 


Mr. Jeffrey J. Kyle


2905 Paseo Robles Ave.


San Martin, CA  95046


 


Re:  Termination of Employment  - 
Agreement and Settlement of Waivable Claims


 


Dear Jeff,


 


This letter agreement (the
“Agreement”) presents the terms, conditions, understandings, and agreements
reached between You and Power-One arising from the end of Your employment by
Power-One.


 


You acknowledge that You
have the opportunity, should You desire, to consult with an attorney of Your
choice prior to executing this Agreement. 
You have twenty-one (21) days from the date of this letter within which
to consider this Agreement.


 


You also acknowledge that
if You execute this Agreement, You may revoke this Agreement within seven (7) days
following its execution by You, and that, unless You revoke this Agreement, it
will become binding and irrevocable on and after the date at which Your seven (7) day
revocation period expires.  Notice of
Your desire to revoke this Agreement should be made via telephone to the
undersigned, and confirmed by written notice addressed to the undersigned and
either hand delivered or sent via certified mail to Power-One at the address
noted above.


 


In consideration of the
respective promises, releases, and commitments stated in this Agreement, You
and Power-One (collectively referred to as “the Parties” and individually
referred to in this Agreement as “You” or “Power-One”) agree as follows:


 


(1)                                  Release
from Responsibilities/Termination.  Your
employment with Power-One, Inc. has terminated effective July 31, 2008  (Your “Separation Date”).  You confirm that You have been released as an
employee of Power-One (and of any other subsidiary or affiliate of Power-One)
effective as of Your Separation Date.  You
confirm that You resigned as an officer, director, employee, member, manager
and in any other capacity with Power-One and each of its affiliates effective
as of the Separation Date, and that You currently hold no such position with Power-One
or any of its affiliates.  Power-One
confirms that it and each of its affiliates accepted such resignation effective
as of the Separation Date.


 


(2)                                  Convertible Notes Lock-Up Letter
Agreement/Company Insider Trading Restrictions.  In light of the Lock-Up Letter Agreement
signed by You on June 10, 2008 in connection with Power-One’s 2008 Convertible
Notes financing transaction, Power-One will continue to maintain online
blocking of your Power-One equity award grants held at E*Trade, as the
administrative brokerage for Your stock options and equity grants, until the
expiration of the applicable lock-up period (or any a under the Lock-Up Letter
Agreement.  Upon the expiration of the
lock-up period, Power-One agrees it will promptly notify E*Trade that You are then
no longer subject to any further Power-One oversight or control for the
purposes of trading of any Power-One stock options or equity awards.  In accordance with the Lock-Up Letter
Agreement if the lock-up period is extended, Power-One will only make this
notification upon the expiration of the extended lock-up period.  You acknowledge that You are personally
responsible for complying with Your obligations and commitments under the
Lock-Up Letter Agreement.  You further acknowledge
that You are personally responsible for complying with all applicable securities
laws regarding trading while in possession of material inside information.


 

















 


(3)                                  Section 16
Officer Status/SEC Reporting Requirements.  You and Power-One acknowledge and agree that
as of the Separation Date, You will cease to be considered an officer of
Power-One who is subject to Section 16 of the Securities Exchange Act of
1934.  Power-One will arrange for
necessary public filings and reports, as applicable, which confirm and
memorialize this Section 16 status change, and such other reports (e.g.
8-K, 10-Q) as are required.  You may be
subject to certain additional filings, Section 16 considerations, or other
SEC rules and regulations relating to Your status vis-à-vis Power-One for
a period of up to six (6) months following the Separation Date, in the event
You engage in any transaction in Power-One common stock.  You are encouraged to coordinate with Randy
Holliday, Power-One’s General Counsel, and to consult with your own personal
legal advisor, as may be relevant for any transaction in Company stock within a
period of up to six (6) months following the Separation Date.


 


(4)                                  Consideration/Severance
Benefits.


 


(a)                                  Salary
and Benefits-  Power-One agrees to
continue to pay You, as severance pay, at the rate of $4,461.54 per week, less
applicable withholding, for the time period from August 1, 2008 through January 30,
2009 (the “Payment Period”) per Power-One’s payroll practices.  Such payments will be made in accordance with
Power-One’s standard payroll practices.  You
will not be entitled to accrual of any other compensation benefits,
including, but not limited to, allowances, PTO accruals, incentive payments or
bonuses, or employer matching of any 401K plan contributions, during the
Payment Period.  All participation in or
eligibility to make any further contributions to any Power-One retirement, or
comparable plan (e.g. 401K) will end as of Your Separation Date.


 


(b)                                 Benefits
continuation under COBRA-  In the
event You elect to continue medical, dental, and/or vision insurance coverage
following Your Separation Date, via election to secure coverage under COBRA
rights, Power-One agrees to pay seventy-five percent (75%) of the applicable
total COBRA premium that is payable for Your elected COBRA coverage(s) during
Your Payment Period.


 


Payment of the full COBRA
premium will be made directly to the insurance company(ies) by Power-One.  However, You will be responsible for paying Your
portion (i.e. twenty-five percent (25%)) of the applicable premium, by way of Your
payment directly to Power-One.


 


Below is the amount You
will be responsible for paying to Power-One for COBRA coverage continuation
during the Payment Period.


 


Coverage Elected


 


	
  Through Date

  	
   

  	
  Your Amount Due:

  	
   

  	
  Payment Due Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.  8/31/2008

  	
   

  	
  $

  	
  422.58

  	
   

  	
  11/13/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.  9/30/2008

  	
   

  	
  $

  	
  422.58

  	
   

  	
  11/13/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3. 10/31/2008

  	
   

  	
  $

  	
  422.58

  	
   

  	
  11/13/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. 11/30/2008

  	
   

  	
  $

  	
  422.58

  	
   

  	
  11/13/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5. 12/31/2008

  	
   

  	
  $

  	
  422.58

  	
   

  	
  12/01/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6. 01/31/2009

  	
   

  	
  $

  	
  422.58

  	
   

  	
  01/01/2009

  	
   

  



 


Payments of the
applicable amount due from You are to be made by check payable to “Power-One, Inc.”
and sent be mail to


 


2

















 


Power-One, Inc.


740 Calle Plano


Camarillo, CA 93012


Attn:  Human Resources


 


If we do not receive
payments when due, we will assume You have decided to cancel coverage and we
will immediately notify the insurance company of Your cancellation. It is Your responsibility to ensure that all payments
are received by Power-One by their due dates.


 


(c)                                  Your
entitlement to the provisions of paragraph 4 (b) will end if and when You
become eligible to participate in any medical benefits coverage provided by any
new employer.  Additionally, all COBRA
premiums due and payable after the end of Your Payment Period will be Your sole
responsibility, as outlined in separate COBRA rights information previously
provided to You by Power-One.


 


(d)                                 Office
Equipment-                                                You
will be allowed to retain the current laptop computer, You have used during
Your employment with Power-One, including its docking station, spare battery,
power supply, and all licensed software loaded on the computer.  Your retention of this equipment is subject
to Your cooperation with Power-One in removing and/or arranging for the transfer
from the computer of all proprietary information, files, etc. of
Power-One.  You will also be allowed to
retain your mobile phone number 408-623-9023 which will be transferred per Your
instructions to a personal provider of Your choice for ongoing service at Your
expense.


 


(e)                                  Outplacement
Services Reimbursement- Power-One shall reimburse Your costs for reasonable
outplacement services during the “Payment Period” following the Separation Date
up to a maximum of $13,900 (thirteen thousand nine hundred and 00/100 dollars),
payable monthly in arrears (but in no circumstances later than March 15,
2009) upon Power-One’s receipt of satisfactory invoices (the “Outplacement
Benefits”).


 


(5)                                  Equity
Awards (i.e. stock options and stock unit awards).


 


You and Power-One
acknowledge that You have certain rights under the Power-One equity award grant(s) noted
in the following table:


 


	
  GRANT

  NO.

  	
   

  	
  DATE OF

  GRANT

  	
   

  	
  SHARES

  GRANTED

  	
   

  	
  SHARES EXERCISABLE as of Your Separation

  Date 7/31/2008

  	
   

  
	
  00002460

  	
   

  	
  1/27/2003

  	
   

  	
  25,000

  	
   

  	
  25,000

  	
   

  
	
  00002907

  	
   

  	
  7/21/2004

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  00002960

  	
   

  	
  5/17/2005

  	
   

  	
  40,000

  	
   

  	
  0

  	
   

  
	
  00003024

  	
   

  	
  7/31/2006

  	
   

  	
  10,000

  	
   

  	
  0

  	
   

  
	
  00003088

  	
   

  	
  3/19/2007

  	
   

  	
  50,000

  	
   

  	
  0

  	
   

  
	
  00003097

  	
   

  	
  5/15/2007

  	
   

  	
  100,000

  	
   

  	
  0

  	
   

  



 


ALL
RIGHTS OF VESTING IN AND TO EQUITY AWARDS CEASE AS OF YOUR SEPARATION DATE.


 


PURSUANT
TO APPLICABLE TERMS OF YOUR EQUITY AWARD GRANTS, YOU WILL HAVE UNTIL 10/29/2008  (I.E. ,YOUR “LAST
EXERCISE DATE,” WHICH IS 90 DAYS AFTER YOUR SEPARATION DATE) TO
EXERCISE ANY VESTED STOCK OPTIONS, AFTER WHICH DATE ALL RIGHTS TO EXERCISE
VESTED STOCK OPTIONS WILL EXPIRE.


 


3

















 


ANY
STOCK UNITS THAT HAVE OR WILL HAVE VESTED AS OF YOUR SEPARATION DATE, ARE FULLY PAID SHARES OF POWER-ONE, INC., THAT
YOU OWN IN FULL.  EXCEPT AS NOTED ABOVE
IN PARAGRAPH (2) REGARDING THE LOCK-UP AGREEMENT THERE ARE NO
RESTRICTIONS, TIME LIMITS, EXPIRATION DATES, OR OTHER LIMITATIONS UPON YOUR
OWNERSHIP OF THESE SHARES, OR ON YOUR FREEDOM TO HOLD, SELL, EXCHANGE, DONATE,
OR DISPOSE OF ANY OR ALL OF SUCH SHARES.


 


Nothing in this Agreement
in any way supersedes, modifies, or amends any provision of the Power-One, Inc.
Stock Option Plan.  Your election to
exercise vested stock options, and all aspects and procedures governing
administration of such options, will be subject to and governed by the Plan.  In the event of any inconsistency between
this Agreement and the terms and conditions of the Plan, the Plan shall
prevail.


 


(6)                                  Confidential
Information.  You agree to continue
to comply with the terms and conditions of any employee confidentiality agreement
previously entered into between You and Power-One.


 


(7)                                  Access
to Information.


 


(a)          You agree to provide
Power-One, or assist Power-One in retrieving, all information, records, or
other materials belonging or relating to Power-One or Your services with
Power-One, in whatever recorded or retrievable form, which are or have been in
Your possession or control in connection with Your employment by
Power-One.  Your agreement specifically
includes transfer and return of all keys to Power-One files, desks, etc., in
Your possession, and disclosure to Power-One of all computer or other
electronic storage system passwords, access codes, or other electronic “keys.”  You agree that You will not remove from
Power-One nor retain any document, file, electronic record, or other item
containing, in whole or in part, any confidential or proprietary information of
Power-One of which You gained knowledge or to which You gained access during
Your employment.  You further agree that
You will not reveal or disclose to any party or person any such confidential or
proprietary information.  You agree to
continue to comply with all third party nondisclosure agreements and
obligations which relate to or arise from any work or services performed by You
while employed by Power-One, which agreements relate to proprietary or
confidential information of others to which You had access or of which You
became knowledgeable during Your employment with Power-One.


 


(b)         Additionally, You agree
that You will not remove from Power-One nor retain under Your control, directly
or indirectly, in whole or in part, any software program, development tool,
design aid, or comparable item, asset, or property owned, licensed, or utilized
by Power-One.  You acknowledge that You
may be personally liable to the applicable owner for any misuse or
misappropriation by You of any such program, tool, aid, or item, to the extent
the owner claims for itself intellectual property rights in the item.  You acknowledge that You have returned to
Power-One any and all such items which may have been previously used by You in
any off site or remote office or work location The first sentence of this
paragraph in no way prohibits You from securing, in Your own name and for Your
own account, any such commercially available program, tool, aid, or item
directly from the owner for Your own use.


 


(8)                                  Payment
of Salary.  You agree that Power-One
has paid all salary, wages, compensation, accrued vacation, commissions and any
and all other benefits due to You for Your prior service to Power-One other
than those noted in this Agreement as to accrue or be payable under this
Agreement.


 


4

















 


(9)                                  Release
of Waivable Claims/Exclusion From Release.


 


(a)                                  You
agree that the terms and agreements of this Agreement contemplate and are
intended to provide for settlement in full and release of all outstanding
waivable obligations which may be claimed to be owed to You by Power-One.


 


(b)                                 Your
Release.                       You, on
behalf of Yourself, your descendants, dependents, heirs, executors,
administrators, assigns, and successors, and each of them, hereby covenants not
to sue and fully releases and discharges Power-One and each of its parents,
subsidiaries and affiliates, past and present, as well as its and their
trustees, directors, officers, members, managers, partners, agents, attorneys,
insurers, employees, stockholders, representatives, assigns, and successors,
past and present, and each of them, hereinafter together and collectively
referred to as the “Releasees,” with respect to and from any and all
claims, wages, demands, rights, liens, agreements or contracts (written or
oral), covenants, actions, suits, causes of action, obligations, debts, costs,
expenses, attorneys’ fees, damages, judgments, orders and liabilities of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, suspected or unsuspected, and whether or not concealed or hidden
(each, a “Claim”), which You now own or hold or You have at any time
heretofore owned or held or may in the future hold as against any of said
Releasees (including, without limitation, any Claim arising out of or in any
way connected with Your service as an officer, director, employee, member or
manager of any Releasee, Your separation from Your position as an officer,
director, employee, manager and/or member, as applicable, of any Releasee, or
any other transactions, occurrences, acts or omissions or any loss, damage or
injury whatever), whether known or unknown, suspected or unsuspected, resulting
from any act or omission by or on the part of said Releasees, or any of them,
committed or omitted prior to the date of this Release Agreement.  The covenant not to sue and the release and
discharge recited above in the paragraph 9 (b) extends to and includes
specifically, without limiting the generality or effectiveness of such covenant
not to sue and the release and discharge recited above in the paragraph 9 (b):


 


(i)             any Claim under Title
VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act
of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act
of 1993, the California Fair Employment and Housing Act, the California Family
Rights Act, or any other federal, state or local law, regulation, or ordinance;


 


(ii)          any Claim for severance
pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or
medical insurance, pension, retirement or any other fringe benefit, workers’
compensation or disability, or ;


 


(iii)       any Claim relating to, or
arising from, Your right to purchase, or actual purchase of shares of stock of
Power-One.


 


(c)                                  The foregoing Release as contained and
recited in paragraph 9. (b) does not apply to any obligation of Power-One
to You pursuant to any of the following: (1) Your rights to receive the
severance benefits pursuant to the terms and conditions of this Agreement; (2) any
right to indemnification that You may have pursuant to the Bylaws of Power-One,
its Articles of Incorporation, the laws of the State of Delaware, or under any
written indemnification agreement with Power-One (or any corresponding
provision of any subsidiary or affiliate of Power-One) with respect to any
loss, damages or expenses (including but not limited to attorneys’ fees to the
extent otherwise provided) that You may in the future incur with respect to
Your service as an employee, officer or director of Power-One or any of its
subsidiaries or affiliates; (3) with respect to any rights that You may
have to insurance coverage for such losses, damages or expenses under any Company
(or subsidiary or affiliate) directors and officers liability insurance policy;
(4) any rights to continued medical or dental coverage that You may have
under COBRA; or


 


5

















 


(5) any rights to
payment of benefits that You may have under a retirement plan sponsored or
maintained by Power-One that is intended to qualify under Section 401(a) of
the Internal Revenue Code of 1986, as amended. 
In addition, Your Release does not cover any Claim that cannot be so
released as a matter of applicable law. 
You acknowledge and agree that You have received any and all leave and
other benefits that You have been and are entitled to pursuant to the Family
and Medical Leave Act of 1993.


 


(10)                            Acknowledgment
of Waiver of Claims under ADEA.          You
specifically acknowledge that You are waiving and releasing any rights You may
have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as
amended from time to time, and that this waiver and release is knowing and
voluntary.  You acknowledge that Your
waiver and release of rights under this paragraph extends to Power-One and all
respective parties as outlined in Paragraph 9, and includes Your specific
agreement not to sue for claims under the ADEA. 
You acknowledge that the consideration given for this waiver and release
Agreement is in addition to anything of value to which You were already
entitled.  Nothing in this Agreement
prevents or precludes You from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs from doing so, unless specifically
authorized by federal law.


 


(11)                            Civil
Code Section 1542.  You
represent that You are not aware of any claim by You other than the waivable claims
that are to be released by this Agreement. 
You acknowledge that You have been advised by legal counsel and are
familiar with the provisions of California Civil Code Section 1542, which
provides as follows:


 


A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


You, being aware of this
California Civil Code section, agree to expressly waive any rights You may have
under it, as well as under any other statute or common law principles of
similar effect as they pertain to the released matters as stated in paragraphs 9
and 10 above.


 


(12)                            Good Behavior.  You
promise and agree that for a period of one (1) year following the
Separation Date, You will not by any means issue or communicate any private or
public statement that may be critical or disparaging of any member of Power-One
or its affiliates, or any of their respective products, services, officers,
directors or employees.  Power-One
promises and agrees that it will not by any means issue or communicate any
private or public statement that may be critical or disparaging of You.  However, nothing in this paragraph shall
affect Your or Power-One’s ability or obligation to provide complete and
truthful testimony or other information in connection with any (i) governmental
and/or regulatory investigation or proceeding, (ii) required public,
governmental or regulatory disclosure or filing, or (iii) pleadings, discovery
and/or trial in litigation.  In addition,
each party agrees it will not engage in any conduct which seeks to interfere
illegally with the contracts and relationships (e.g. customers, employees,
suppliers, etc.) of the other.


 


(13)                            Post-Termination
Cooperation.  You agree to provide
Power-One in a timely manner with all reasonable and necessary cooperation
following Your separation with Power-One, which cooperation is required to wrap
up any and all outstanding work requirements, projects in process, matters,
debts, arrangements, payables, etc., connected with Your prior full time
service with Power-One.  Such cooperation
as applicable will include, but not be limited to:


 


6

















 


(a)          except as may otherwise
be expressly noted in this Agreement, accounting for and/or arranging, as and
at such time as directed by Power-One, an appropriate and timely return to
Power-One or disposition of all Power-One property in Your possession (e.g.,
computer equipment, telephones, pagers, files (paper and/or electronic, etc.);


 


(b)         reconciling and
completing all outstanding expense reports, travel arrangements, etc.;


 


(c)          closing out and paying
off any credit card balances associated with any Power-One provided or
sponsored credit card arrangements (e.g., American Express, phone cards, etc.);


 


(d)         except as otherwise noted
in this Agreement, closing out and paying off any cell phone, pager, special
email, or other comparable accounts associated with Your employment with
Power-One;


 


(e)          assisting
with any arrangements related to any remote office space which may have been
provided for Your use by Power-One; and


 


(f)            advising Power-One of
all scheduled meetings, appointments, commitments, etc., You have on Your
calendar which may need follow-up or further action by Power-One.


 


The preceding listing of items of
cooperation is not intended to be exhaustive. 
You acknowledge that Your obligation to provide “wrap-up” cooperation to
Power-One, and in providing final accounting reconciliation of all applicable
matters and return of all Power-One property and items as requested by
Power-One, is a material and an on-going obligation under this Agreement which
continues until all applicable matters are closed.  You agree to provide such cooperation in good
faith to Power-One to ensure that all matters connected with Your release from
employment with Power-One are attended to promptly, completely, and in a manner
which complies in spirit and intent with the provisions of this paragraph
13.  You further acknowledge and agree
that Power-One may be entitled to adjust, offset, reduce or otherwise apply any
amount otherwise payable to You under this Agreement in the event You do not
provide Power-One with the cooperation called for under this paragraph 13.  Any such action by Power-One will be in such
amount(s) as Power-One determines in good faith is necessary to compensate
Power-One in the reasonable amount necessary to effect the purposes of this
paragraph 13,


 


(14)                            Non-Solicitation.  You agree that for a period of twelve months
following Your Separation Date, You shall not, in any capacity, induce or
solicit, or attempt to induce or solicit, or cause any other person, business
or entity to induce or solicit, any person who at the time of such inducement
or solicitation is an employee of Power-One, to perform work or services in any
capacity for any other person or entity other than Power-One; or otherwise
solicit, offer to employ or retain, or aid another in similar actions, any then
current employee of Power-One.


 


(15)                            Tax
Consequences.  Power-One makes no
representations or warranties with respect to the tax consequences of the
payment of any sums to You under the terms of this Agreement.  You agree and understand that You are
responsible for payment, if any, of local, state and/or federal taxes on the
sums paid hereunder by Power-One and any penalties or assessments thereon.  You further agree to indemnify and hold
Power-One harmless from any claims, demands, deficiencies, penalties,
assessments, executions, judgments, or recoveries by any government agency
against Power-One for any amounts claimed due on account of Your failure to pay
federal or state taxes or damages


 


7

















 


sustained by
Power-One by reason of any such claims, including reasonable attorneys’ fees.


 


(16)                            No
Admission of Liability.  The Parties
understand and acknowledge that this Agreement constitutes a compromise and
settlement of disputed waivable claims. 
No action taken by the Parties hereto, or either of them, either
previously or in connection with this Agreement will be considered (a) an
admission of the truth or falsity of any claims previously made or (b) an
acknowledgment or admission by either party of any fault or liability
whatsoever to the other party or to any third party.


 


(17)                            Authority.  Power-One represents and warrants that the
undersigned has the authority to act on behalf of Power-One and to bind
Power-One and all who may claim through it to the terms and conditions of this Agreement.  You represent and warrant that You have the
capacity to act on Your own behalf and on behalf of all who might claim through
You to bind them to the terms and conditions of this Agreement.  You warrant and represent that there are no
liens or claims of lien or assignments in law or equity or otherwise of or
against any of the Claims or causes of action released herein.


 


(18)                            No
Representations.  Neither party has
relied upon any representations or statements made by the other party to this Agreement
which are not specifically set forth in this Agreement.


 


(19)                            Severability.
In the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision.


 


(20)                            Successors-  This
Agreement is personal to You and shall not, without the prior written consent
of Power-One, be assignable by You. 
However, should You die during the Payment Period, then, so long as You
had not theretofore materially breached Your obligations under this Agreement,
(and such material breach remains uncured following notice thereof) Power-One
agrees to continue to provide the Consideration/Severance Benefits recited in
paragraph (4) above to the end of the Payment Period and as otherwise
recited in paragraph (4) for COBRA rights or payments for the time
remaining from Your death to the expiration of the applicable time noted in the
applicable paragraph, to Your heirs or his estate, as applicable.


 


(21)                            Entire
Agreement.  This Agreement represents
the entire agreement and understanding between Power-One and You concerning
Your separation from Power-One, and supersedes and replaces any and all prior
agreements and understandings concerning Your relationship with Power-One and Your
compensation by Power-One.


 


(22)                            No
Oral Modification.  This Agreement
may only be amended in writing, signed by You and the Chief Executive Officer
of Power-One.


 


(23)                            Governing
Law/Enforcement.  This Agreement
shall be governed by the laws of the State of California.  Jurisdiction over and venue for any action
initiated in relation to this Agreement will rest in the Superior Court of
California, County of Ventura.  In the
event either party initiates legal action seeking enforcement of or compliance
with the terms and conditions of this Agreement, the prevailing party in any
such legal action will be entitled, in addition to any other rights and
remedies it may have, to reimbursement for its expenses, including court costs
and reasonable attorney and consultant fees.


 


(24)                            Effective
Date.  This Agreement is effective
seven days after it has been signed by both Parties, unless otherwise revoked
by You within the seven (7) day period.


 


8

















 


(25)                            Counterparts.  This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned.


 


(26)                            Voluntary
Execution of Agreement.  This Agreement
is executed voluntarily and without any duress or undue influence on the part
or behalf of the Parties hereto, with the full intent of releasing all waivable
claims.  The Parties acknowledge that:


 


(a)                                                          They
have read this Agreement;


 


(b)                                                         They
have been represented in the preparation, negotiation, and execution of this Agreement
by legal counsel of their own choice or that they have voluntarily declined to
seek such counsel;


 


(c)                      They
understand the terms and consequences of this Agreement and of the releases it
contains;


 


(d)                                                         They
are fully aware of the legal and binding effect of this Agreement.


 


 


	
   

  	
   

  	
  POWER-ONE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: August 19,
  2008

  	
  By:

  	
     /s/

  	
  CLARA SHOKAT-FADAI

  
	
   

  	
   

  	
   

  	
  Clara Shokat-Fadai,

  
	
   

  	
   

  	
   

  	
  VP Global Human
  Resources

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED TO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: August 19,
  2008

  	
   

  	
     /s/

  	
  JEFFREY J. KYLE

  
	
   

  	
   

  	
   

  	
  Jeffrey
  J. Kyle

  



 


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