Exhibit
10.6


 


INTERNATIONAL
RECTIFIER CORPORATION


 


2000
INCENTIVE PLAN


 


(Amended
and Restated as of November 22, 2004)


 


NON-EMPLOYEE
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS OPTION AGREEMENT is between INTERNATIONAL
RECTIFIER CORPORATION, a Delaware corporation (the “Company”), and                     
(the “Optionee”).  Pursuant to the
International Rectifier Corporation 2000 Incentive Plan (Amended and Restated
as of November 22, 2004) (the “Plan”), the Company has granted a
nonqualified stock option to purchase authorized but unissued or treasury
shares of Common Stock, $1.00 par value, of the Company as described below on
the terms and conditions attached hereto and in the Plan:


 


	
  Grant Date:

  	
   

  	
   

  	
  ,          

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  	
  (1)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
  $

  	
   

  	
  (1)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  331/3% per year on each of the first
  three anniversaries of Grant Date (1), (2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  	
  (2)

  	
   

  	
   

  	
   

  
								



 






(1)Subject to adjustment under Section 5.2 of the
Plan.


 


(2)Subject to accelerated vesting and/or early
termination as provided in Section 2.5 or 5.2 of the Plan and Section 4
of the attached Terms and Conditions, if the Optionee ceases to serve as a
Non-Employee Director of the Company or in certain other circumstances set
forth in the Plan or this Agreement.  See
the Terms and Conditions and the Plan for other exceptions and additional
details regarding the Option.


 


	
  INTERNATIONAL RECTIFIER
  CORPORATION  

  	
   

  	
  OPTIONEE

  
	
  (a Delaware Corporation)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (signature)

  	
   

  	
  (signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City, State, Zip Code

  



 

















 


TERMS
AND CONDITIONS


 


1.             Exercisability of Option.  Subject to earlier termination of the Option
as provided in this Agreement or the Plan and changes and adjustments
contemplated by the Plan, the Option shall vest and become exercisable in
installments of 331/3% of
the aggregate number of shares set forth on the facing page (subject to
adjustment) on each of the 1st, 2nd, and 3rd anniversaries of the Grant
Date.  The Option may be exercised only
to the extent the Option is exercisable.


 


·                                          Cumulative
Exercisability.  To the extent the
Optionee does not in any year purchase all the shares that the Optionee may
then exercise, the Optionee has the right cumulatively thereafter to purchase
any shares not so purchased until the Option terminates or expires.


 


·                                          No
Fractional Shares.  Fractional share
interests shall be disregarded, but may be cumulated.


 


·                                          Minimum
Exercise.  No fewer than 100 shares
may be purchased at any one time, unless the number purchased is the total
number at the time exercisable under the Option.


 


2.             Method of Exercise of Option.  To the extent exercisable, the Option may be
exercised by the delivery to the Company of a written notice stating the number
of shares to be purchased pursuant to the Option and accompanied by payment
made in cash or by check payable to the order of the Company in the full amount
of the purchase price of the shares and any amounts required to satisfy
applicable withholding taxes.  Other
payment methods may be permitted only if expressly authorized by the
Administrator with respect to this Option or all options under the Plan,
consistent with Section 2.2.2 of the Plan.


 


3.             Continuance of
Service as a Non-Employee Director Required.  The vesting schedule generally requires
continued service through each applicable vesting date as a condition to the
vesting of the applicable installment and rights and benefits under this
Agreement.  Partial service, even if
substantial, during any vesting period will not entitle the Optionee to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of service, except as expressly provided in Section 4
below or under the Plan.


 


4.             Effect of Termination of Service
as a Non-Employee Director.  If the
Optionee’s service as a Non-Employee Director of the Company terminates, the
Option and all other rights and benefits under this Agreement terminate, except
that the vesting of the Option may be accelerated and the Optionee may at any
time within the following applicable period after termination exercise the
Option to the extent set forth below, with respect to the applicable reason for
the termination of service.


 


·                                          Resignation
or Retirement.  If an Optionee’s
service as a Non-Employee Director of the Company terminates after five
consecutive years of service on the Board as a result of his or her voluntary
resignation or a decision not to stand for re-election, the vesting of any Option
held for at least six months will immediately accelerate so that it is fully
exercisable, but it will remain exercisable only until 


 


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the earlier of (a) three
years from the date of termination of services as a Non-Employee Director or (b) the
expiration of the term of the Option. If an Optionee’s service as a
Non-Employee Director of the Company terminates prior to five consecutive years
of service on the Board as a result of his or her voluntary resignation or a
decision not to stand for re-election, any Option held for at least six months
which is not then exercisable shall terminate and any portion of such Option
which is then exercisable will remain exercisable only until the earlier of (a)
three months from the date of such termination or (b) the expiration of the
term of the Option.


 


·                                          Death
or Total Disability.  If an Optionee’s
service as a Non-Employee Director of the Company terminates as a result of his
or her death or Total Disability, the vesting of any Option held for at least
six months will immediately accelerate so that it is fully exercisable but, it
will remain exercisable only until the earlier of (a) three years from the
date of death or Total Disability or (b) the expiration of the term of the
Option.


 


·                                          Other
Termination.  If an Optionee’s
service as a Non-Employee Director of the Company terminates for any reason
other than his or her resignation or decision not to stand for re-election, or
death or Total Disability, any Option which is then unexercisable will
immediately accelerate so that it is fully exercisable, but it will remain
exercisable only until the earlier of (a) three years from the date of
termination of services as a Non-Employee Director or (b) the expiration of the
term of the Option.  


 


Subject to the express provisions of this Section 4
and the provisions of Section 5 below, the terms and conditions of the
Plan and changes and adjustments contemplated by the Plan, the vesting of an
Option granted less than six months prior to the applicable termination event
(a “Short-Term Option”) will not automatically occur but the Board in its sole
discretion may accelerate the vesting of up to 20% of the Option as of the time
of the termination event, in which case the Option will become exercisable six
months after the Grant Date and the Option will remain exercisable until the
expiration of the applicable exercise period set forth above in this Section 4
as if the Option had been held six months at the time of termination of
service.


 


5.             Possible Acceleration
and Termination of Awards Upon Change in Control; Adjustments.


 


Without limiting the generality of Subsection 5.2 of
the Plan or the authority of the Administrator under the Plan, upon the
occurrence of (or, as the circumstances may require, immediately prior to) a
Change in Control Event, the Option will become
immediately exercisable unless prior to the Change in Control Event the Board
determines that benefits under all Options granted pursuant to the Plan will
not accelerate upon occurrence of the Change in Control Event, or determines
that only certain or limited benefits under all Options granted pursuant to the
Plan will be accelerated and the extent to which they will be accelerated,
and/or establishes a different time in respect of such Change in Control Event
for such acceleration.


 


6.             Notices.  Any notice to be given under the terms of
this Agreement shall be in writing and addressed to the Company at its
principal office, to the attention of the Corporate Secretary and to the
Optionee at the address given beneath the Optionee’s signature, or at such
other address as either party may hereafter designate in writing to the other.


 


7.             Optionee not a
Stockholder.  Neither the Optionee
nor any other person entitled to exercise the Option shall have any of the
rights or privileges of a stockholder of the Company as to any shares of Common
Stock not actually issued and delivered to Optionee prior to delivery of the
exercise price and satisfaction of all other conditions precedent to the due
exercise of the Option and delivery of shares.


 


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8.             Effect of Award
Agreement.  This Agreement shall be
binding upon and inure to the benefit of any successor or successors of the
Company except to the extent the Committee or the Board determines otherwise,
consistent with the terms of the Plan.


 


9.             Choice of Law.  The construction, interpretation, performance
and enforcement of the Option and this Agreement shall be governed by the laws
of the State of California.


 


10.           Defined Terms.  Capitalized terms used and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.


 


11.           Plan.  The Option and all rights of Optionee
thereunder are subject to, and the Optionee agrees to be bound by, all of the
terms and conditions of the provisions of the Plan, including but not limited
to Section 5.2 (Adjustments; Acceleration) and Section 5.10
(Governing Law/Construction/Severability). 
Optionee acknowledges receipt of a copy of the Plan, which is made a
part hereof by this reference.  Unless
otherwise expressly provided in other Sections of this Agreement, provisions of
the Plan that confer discretionary authority on the Committee or the Board do
not (and shall not be deemed to) create any additional rights in the Optionee
not expressly set forth above.


 


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