Exhibit 4.1


 


FOURTH AMENDMENT TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT


 


This FOURTH AMENDMENT TO
THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is made and
entered into as of October 12, 2008, between International Rectifier
Corporation, a Delaware corporation (the “Company”) and Mellon Investor
Services LLC (F/K/A ChaseMellon Shareholder Services, L.L.C.), as Rights Agent
(“Rights Agent”). Except as otherwise provided herein, all capitalized
terms used in this Amendment shall have the meanings ascribed thereto in the
Rights Agreement.


 


R  E  C
I  T  A  L  S


 


WHEREAS, the Company and
the Rights Agent have previously entered in that certain Amended and Restated
Rights Agreement, dated as of December 15, 1998; that certain First
Amendment to the Amended and Restated Rights Agreement, dated as of August 11,
2006; and that certain Second Amendment to the Amended and Restated Rights
Agreement, dated as of November 20, 2006; and that certain Third Amendment
to the Amended and Restated Rights Agreement dated as of November 14, 2007
(as amended, the “Rights Agreement”);


 


WHEREAS, pursuant to Section 26
of the Rights Agreement, prior to the Distribution Date and subject to the
penultimate sentence of Section 26 of the Rights Agreement, the Company
and the Rights Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any holders of
certificates representing shares of Common Stock;


 


WHEREAS, the Board of
Directors of the Company has determined that it is advisable and in the best
interests of the Company and its stockholders to amend the Rights Agreement as
set forth herein; and


 


WHEREAS, the Distribution
Date has not yet occurred and subject to and in accordance with the terms of
this Amendment, the Company has directed and the Rights Agent has agreed to
amend the Rights Agreement in certain respects, as more particularly set forth
herein.


 


A  G  R  E
E  M  E  N  T


 


NOW, THEREFORE, in
consideration of these premises and the mutual covenants and agreements set
forth in the Rights Agreement and this Amendment, the parties hereto agree to
modify the Rights Agreement as set forth below.


 


1.             Amendment
to Section 1(a).  Section 1(a) of
the Rights Agreement is hereby amended as follows:


 

















 


(a)           The
definition of “Acquiring Person” in Section 1(a) of the Rights
Agreement is hereby amended and restated to read in its entirety as follows:


 


“ ‘Acquiring Person’ shall mean any Person who or
which, alone or together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner (within the meaning of Section 1(b)) of a
Substantial Block of Voting Stock, but shall not include (i) an Exempt
Person, (ii) a Grandfathered Person unless and until such Grandfathered
Person becomes (as a result of actions taken by such Person or its Affiliates
or Associates, including becoming a member of a Group, or, if such Person is
already a member of a Group, as a result of actions taken by any other member
of such Group) the Beneficial Owner of more than the Grandfathered Percentage
applicable to such Grandfathered Person, (iii) a Passive Person or (iv) any
Person who or which acquires a Substantial Block of Voting Stock in connection
with a transaction or series of transactions approved prior to such transaction
or transactions and subject to such conditions prescribed by the Board of
Directors of the Company; provided that no person shall become an Acquiring
Person solely as a result of a reduction in the number of shares of Voting
Stock outstanding, unless and until such Person shall thereafter become the
Beneficial Owner of additional shares constituting 1% or more of the general
voting power of the Company.  Notwithstanding
the foregoing, if the Company’s Board of Directors determines in good faith
that a Person who would otherwise be an “Acquiring Person,” as defined herein,
has become such inadvertently and without any intention of changing or
influencing control of the Company, and if such Person divested or divests
himself, herself or itself as promptly as practicable (as determined by the
Company’s Board of Directors) of Beneficial Ownership of a sufficient number of
shares of Voting Stock so that such Person would no longer be an “Acquiring
Person,” as defined herein, then such Person shall not be deemed to be or to
have become an “Acquiring Person” for any purposes of this Agreement.”


 


(b)           The term “Grandfathered Percentage” shall be
inserted in alphabetical order in Section 1(a) of the Rights
Agreement, the definition of which shall read in its entirety as follows:


 


“ ‘Grandfathered
Percentage’ shall mean, with respect to any Grandfathered Person, (a) the
percentage of the outstanding shares of Voting Stock that the Grandfathered
Person, together with all Affiliates and Associates of that Grandfathered
Person, Beneficially Owns as of October 10, 2008, plus (b) one
percent (1.0%).”


 


(c)           The term “Grandfathered Person” shall be inserted
in alphabetical order in Section 1(a) of the Rights Agreement, the
definition of which shall read in its entirety as follows:


 


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“ ‘Grandfathered
Person’ shall mean any Person who or which, together with all Affiliates and Associates of such Person, is, as of
the date of this Amendment, the Beneficial Owner of a Substantial Block of Voting
Stock; provided, however, that any Grandfathered Person who,
after the date of this Amendment, becomes the Beneficial Owner of less than a
Substantial Block of Voting Stock shall cease to be a Grandfathered Person and
shall be subject to all of the provisions of this Rights Agreement in the same
manner as any Person who is not and was not a Grandfathered Person.”


 


(d)           The
term “Passive Person” shall be inserted in alphabetical order in Section 1(a) of
the Rights Agreement, the definition of which shall read in its entirety as
follows:


 


“ ‘Passive
Person’ shall mean any Person who or which has reported or is required to
report Beneficial Ownership of Voting Stock on Schedule 13G under the Exchange
Act (or any comparable or successor report), but only so long as (x) such
Person is eligible to report such ownership on Schedule 13G under the Exchange
Act (or any comparable or successor report), (y) such Person has not
reported and is not required to report such ownership on Schedule 13D under the
Exchange Act (or any comparable or successor report) and such Person does not
hold Voting Stock on behalf of any other Person who is required to report
Beneficial Ownership of Voting Stock on such Schedule 13D; provided that if a
formerly Passive Person should report or become required to report Beneficial
Ownership of Voting Stock on Schedule 13D, that formerly Passive Person will
not be deemed to be or to have become an Acquiring Person if it divests as
promptly as practicable (as determined in good faith by the Company’s Board of
Directors) Beneficial Ownership of a sufficient number of shares of Voting
Stock so that it would no longer be an “Acquiring Person,” as defined herein,
and (z) such Person does not Beneficially Own 15 percent or more of the
Voting Stock then outstanding.”


 


(e)           The definition of “Substantial Block” in Section 1(a) of
the Rights Agreement is hereby amended to delete the term “20 percent” and
replace it with “10 percent.”


 


(f)            The
term “Synthetic Long Position” shall be inserted in alphabetical order in Section 1(a) of
the Rights Agreement, the definition of which shall read in its entirety as
follows:


 


“ ‘Synthetic Long Position’ shall mean, with respect
to any security, any option, warrant, convertible security, stock appreciation
right or other contractual right, whether or not presently exercisable, which
has an exercise or conversion 


 


3

















 


privilege or a settlement payment or mechanism at a
price related to such security or a value determined in whole or part with
reference to, or derived in whole or in part from, the market price or value of
such security (without regard to whether such instrument or right (i) conveys
any voting power to such Person or any Affiliate or Associate thereof, or (ii) is
required to be, or capable of being, settled through delivery of such
securities) and which increases in value as the value of such security
increases or which provides to the holder of such instrument or right an
opportunity, directly or indirectly, to profit or share in any profit derived
from any increase in the value of such security, but shall not include
interests in broad-based index options, broad-based index futures, and
broad-based publicly traded market baskets of stocks approved for trading by
the appropriate federal governmental authority. 
The number of securities in respect of which a Person has a Synthetic
Long Position shall be the notional or other number of securities specified in
the documentation evidencing the Synthetic Long Position as being subject to be
acquired upon the exercise or settlement of the applicable right or as the
basis upon which the value or settlement amount of such right, or the
opportunity of the holder of such right to profit or share in any profit, is to
be calculated in whole or in part or, if no such number of securities is
specified in such filing or documentation, as determined by the Board of
Directors of the Company in good faith to be the number of securities to which
the Synthetic Long Position relates.”


 


2.             Amendment
to Section 1(b).  Section 1(b) of
the Rights Agreement is hereby amended to read in its entirety as follows:


 


“(b) For purposes of this Agreement, a Person
shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially
Own” any securities:


 


(i)            which
such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly, for purposes of Section 13(d) of the Exchange
Act and Rule 13d-3 thereunder (or any comparable or successor law or
regulation);


 


(ii)           which
such Person or any of such Person’s Affiliates or Associates has (A) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding
(whether or not in writing), or upon the exercise of conversion, exchange
purchase rights (other than the Rights), warrants or options, or otherwise; (B) the
right to vote or to direct the vote of, pursuant to any agreement, arrangement
or understanding; whether or not in writing; or (C) the right to dispose
or direct the disposition of, pursuant to any agreement, arrangement or
understanding, whether or not in writing;


 


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(iii)          which
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person or any of such Person’s
Affiliates or Associates has any agreement, arrangement or understanding,
whether or not in writing for the purpose of acquiring, holding, voting or
disposing of any securities of the Company; provided, however, that in no case
shall an officer or director of the Company be deemed (x) the Beneficial
Owner of any securities beneficially owned by another officer or director of
the Company solely by reason of actions undertaken by such persons in their
capacity as officers or directors of the Company or (y) the Beneficial
Owner of securities held of record by the trustee of any employee benefit plan
of the Company or any Subsidiary of the Company for the benefit of any employee
of the Company or any Subsidiary of the Company, other than the officer or
director, by reason of any influence that such officer or director may have
over the voting of the securities held in the plan; or


 


(iv)                              in
respect of which such Person or any of such Person’s Affiliates or Associates
has a Synthetic Long Position;


 


provided, however, that (w) a Person will not be
deemed the Beneficial Owner of, or to beneficially own, any security if such Beneficial
Ownership arises solely as a result of such Person’s status as a “clearing
agency,” as defined in Section 3(a)(23) of the Exchange Act; (x) a
Person engaged in business as an underwriter of securities shall not be deemed
the Beneficial Owner of, or to Beneficially Own, any securities acquired
through such Person’s participation in good faith in an underwriting syndicate
until the expiration of 40 calendar days after the date of such acquisition; (y) a
Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own,
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliates or Associates until such
tendered securities are accepted for purchase or exchange ; and (z) a
Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any
security by reason of an agreement, arrangement or understanding to vote such
security if such agreement, arrangement or understanding (1) arises solely
from a revocable proxy or consent given to such Person in response to a public
proxy or consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations of the Exchange Act and (2) is not
also then reportable on Schedule 13D or Schedule 13G under the Exchange Act (or
any comparable or successor reports).”


 


3.             Amendment
to Section 3(a).  Section 3(a) of
the Rights Agreement is hereby amended to delete the term “20 percent or more”
and replace it with “a Substantial Block.”


 


4.             Amendment
to Section 7(a).  The Expiration
Date as defined in Section 7(a) of the Rights Agreement is hereby
extended until the close of business on the earlier of (i) April 12,
2009 and (ii) the third business day after the filing by the Company with
the Securities and 


 


5

















 


Exchange
Commission of a Quarterly Report on Form 10-Q for the quarterly period
ending December 31, 2008.  The
Company shall provide written notice to the Rights Agent of the Expiration
Date.


 


5.             Direction
to the Rights Agent.  By its
execution and delivery hereof, the Company directs the Rights Agent to execute
this Amendment.


 


6.             Confirmation
of the Rights Agreement.  Except as
amended or modified hereby, all terms, covenants and conditions of the Rights
Agreement as heretofore in effect shall remain in full force and effect and are
hereby ratified and confirmed in all respects.


 


7.             Governing
Law.  This Amendment shall be deemed
to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.  The rights and obligations of the
Rights Agent under this Amendment shall be governed by and construed in
accordance with the laws in effect in the State of Delaware.


 


8.             Counterparts.  This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts together shall constitute but one
and the same instrument.


 


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Left Blank]


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date first set forth
above.


 


	
   

  	
   

  	
  INTERNATIONAL
  RECTIFIER CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Oleg Khaykin

  
	
   

  	
   

  	
   

  	
  Name:
  Oleg Khaykin

  
	
   

  	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MELLON
  INVESTOR SERVICES LLC (f/k/a

  
	
   

  	
   

  	
  ChaseMellon
  Shareholder Services, L.L.C.),

  
	
   

  	
   

  	
  as
  Rights Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sharon Knepper

  
	
   

  	
   

  	
   

  	
  Name:
  Sharon Knepper

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President and Relationship Manager