Exhibit 10.1


 





 


July 31, 2008


 


Ms. Linda C. Heller


5169 Via Andrea


Newbury
Park, CA 91320


 


Dear
Linda,


 


Welcome
to Power-One!


 


This
letter agreement (the “Agreement”) sets out and confirms the terms and
conditions of your employment with Power-One, Inc.


 


Position


 


It
is our pleasure to employ you in the position of Senior Vice President Finance,
Treasurer, and Chief Financial Officer.  You
will report directly to Mr. Richard Thompson, Chief Executive Officer.  This position will be based primarily from
our Camarillo, CA facility and extensive travel will be required.


 


Section 16


 


Your
position is classified as a “Section 16 Officer,” and is subject to all
applicable rules and regulations of the Securities and Exchange
Commission.


 


Base
Pay


 


Your
base salary upon commencement of employment is at a bi-weekly base salary rate
of $9,615.38 (on an annualized basis, this is equivalent to $250,000.00).


 


Car Allowance


 


You
will be paid an automobile allowance of $150.00 per week. (On an annualized
basis, this is equivalent to $7,800.00). 
This allowance is intended to reimburse you for all expenses incurred
while using your personal vehicle for company business.  In order to receive this allowance, you must
maintain a minimum of $300,000.00 personal liability insurance coverage on your
vehicles at all times.  Proof of this
coverage must be submitted annually to Human Resources.


 


One
Time Sign-On Bonus


 


Power-One
will pay you a $25,000.00 (twenty five thousand dollars) one time sign-on bonus
payable to you within 2 weeks of your hire date of today.  Power-One
further agrees to reimburse you an additional amount, not to exceed $13,000.00
(thirteen thousand dollars), as tax assistance for the one-time sign on bonus subject
to your providing the corresponding receipts or other documentation as
reasonably requested by Power-One.  The
payment(s) will be a taxable event to you. Further, the sign-on bonus is
subject to meeting a minimum of 2 years of employment with the organization.
This does not alter our “At-will policy” nor does it specify any agreement to
tenure. You will be required to sign a contract which indicates that you will 


 


Corporate Human Resources


740 Calle Plano · Camarillo,
CA 93012 · (805)
987-8741 · Fax (805)
987-5212 ·
www.power-one.com


 

















 


be
obligated to pay back a pro-rata portion of the sign-on bonus should you leave
Power-One prior to the completion of 24 months of employment from your date of
hire.


 


Management Incentive Plan


 


You
will also be eligible to participate in Power-One’s 2008 Management Incentive
Plan. Employees may earn bonuses based upon the achievement of the Company’s corporate
financial objectives and the Employee’s personal goals (MBOs).  The financial objectives component will
determine 75% of the bonus amount while the MBO achievement component will
comprise of 25%. However, the Company must earn net income for the 2008 fiscal
year for any bonus to be earned from either component.


 


You
will be eligible to receive a target of 50% of your base annual salary under
the 2008 Management Incentive Plan.  Your
MBO target(s) will be assigned by Richard Thompson and will be determined
within 60 days from your date of hire.


 


Bonuses
are paid annually in March for prior year performance.   Employees must be employed as of the payout
date in order to receive the bonus.   The
employee’s first bonus is pro-rated based upon his or her start date.   Bonuses are calculated based upon existing
base salary at the time the Plan is issued. 
Your initial base salary as noted in this Agreement will be the base salary
used for calculations applicable to you under the 2008 Management Incentive
Plan.


 


Power
One reserves the right to change the incentive program, on a going forward
basis, at any point in time in order to meet the needs of the business.
Incentive compensation is not guaranteed but instead, is based on achieving
actual results against a preset target. 
A detailed plan will be provided to you in the near future showing full
plan details.


 


Stock
Incentive Plan


 


We
are also pleased to inform you that pursuant to the Company’s 2004 Stock
Incentive Plan (the “Plan”) and in accordance with the terms and conditions set
forth in the Plan, and pursuant to Compensation Committee approval, you will be
granted a total of 150,000 (One hundred and fifty thousand) Restricted Stock
Unit Award (RSUs).  This award agreement
will be by and between Power-One, Inc. and yourself and will be granted on
the date of your hire with Power-One, Inc. (the “Award Date”). The award to
be issued will vest 25% annually at the anniversary of the grant date, i.e.
your date of hire with Power-One, Inc. Under separate cover you will
receive a package containing details of these RSUs and a full award agreement.


 


Change
of Control Agreement/Indemnification Agreement


 


You
will be eligible to participate in and receive a Senior Executive Change in
Control Agreement using a “one-times” multiplier of the basic severance benefit
elements in the Change in Control Agreement (e.g. base salary, bonus
entitlement, medical benefits continuation). 
Additionally, you will be granted a standard Power-One executive officer
Indemnification Agreement per our bylaws. 
Copies of the agreements noted in this paragraph detailing all terms and
conditions of each will follow by separate cover.


 


Benefits


 


·                  medical coverage;


 


 

















 


·                  dental;


·                  optical coverage;


·                  life insurance at two and a half times the
annual salary rate (limited to $500,000.00 of life insurance, with no medical
certification).  You may acquire up to
$750,000.00 of life insurance with medical certification)


·                  eligibility for supplemental life insurance; at
your sole discretion and cost


·                  short-term and long-term disability coverage;


·                  tuition reimbursement;


·                  salaried paid physical exams;


·                  Paid Time Off 
pay  ( see “PTO” section below);


·                  Participation in the Power-One 401(k)/profit
sharing plan — 2 plan entry dates (January 1st and July 1st
of each calendar year). Employer matching contribution is 75 cents for every
dollar the employee saves, up to 2% of their pay and 50 cents for every dollar
they save thereafter, up to the next 5% of their pay, for a total partial
matching contribution of up to 7% of pay. (The employer matching rates are
subject to change and will be evaluated on an annual basis)


 


All
of these benefits are administered in accordance with the plan provisions on
file in the Human Resources office, and most become effective on the date of
hire. Power-One reserves the right to modify benefits at its discretion.


 


PTO


 


You
will earn PTO at the rate of 4 (four) weeks vacation per year. You will receive
a pro-rata portion of 2008 personal time based upon your date of hire.  Please be advised that the Company generally
carries out a year-end business closure of several of its global facilities for
up two weeks commencing late December. You may take this time off as unpaid or
utilize any amount of accrued PTO that you may have at that point, to cover
this period.


 


Closing


 


Your employment
with Power-One is conditioned upon your respecting all legal, confidential and
contractual obligations relating to your ex-employers. As a result, you will
respect all said obligations and understand that as a condition of employment
with Power-One that you will destroy and/or return all proprietary information
and equipment including but not limited to, documents, software, confidential
information, equipment, procedures, formats, day-timers, agenda, rolodex, etc.
to your current employer and that you will respect all of your obligations
under the law and under our policies.


 


It is very
important that you respect your obligations, as we intend to respect ours as
well.  Toward that end, and as a condition of employment, you will be
required to sign documents and agreements, provided separately, which will
include provisions governing the use and disclosure of Power-One trade secrets
and confidential information.


 


At Will
Employment


 


You
acknowledge and understand that you are employed “at will” which means that
either you or the Company can terminate employment at any time.  Nothing in this Agreement should be
interpreted as a contract of employment for any specific term or duration.


 


 

















 


The
executive management team and our Board of Directors is delighted that you have
chosen to join Power-One, Inc.


 


Congratulations,
and welcome to Power-One!


 


Sincerely,


 


	
  Clara
  Shokat-Fadai

  
	
  Vice
  President, Corporate Human Resources

  
	
   

  	
   

  
	
  Accepted:

  
	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
  Date:
                    

  
	
   

  	
  Linda C. Heller