Exhibit 10.6


 


December 29, 2008


 


Oleg
Khaykin


 


Dear
Oleg:


 


Reference
is made to your Employment Agreement dated February 6, 2008 by and between
you and International Rectifier Corporation (the “Company”) (the “Employment
Agreement”).


 


The
purpose of this letter is to supplement the terms of the Employment Agreement to
include terms and conditions designed to make any payments pursuant to the Employment
Agreement compliant with Section 409A of the Internal Revenue Code of
1986, as amended (including the Treasury Regulations and other published
guidance related thereto) (“Section 409A”). Capitalized terms used
but not defined herein shall have the meaning ascribed to them in the
Employment Agreement.


 


Your
Employment Agreement is hereby amended as follows:


 


1.                                       Reimbursement
of Legal Expenses.  Section 4.2
is hereby amended to insert the following sentence as the last sentence of the
paragraph:  “No payment shall be made
pursuant to this Section 4.2 unless the Executive is employed by the
Company on the date that the payment or reimbursement for any eligible legal
expenses is made.”


 


2.                                       Relocation Expenses.  Section 4.4
is hereby amended to insert the following sentence as the last sentence of the
paragraph:  “No payment shall be made
pursuant to this Section 4.4 unless the Executive is employed by the
Company on the date that the payment or reimbursement for any eligible expenses
is made.”


 


3.                                       Release; Exclusive Remedy.  The
second sentence of Section 5.4(a) is hereby amended to read as
follows:  “As a condition precedent to
any Corporation obligation to the Executive pursuant to Section 5.3(b),
the Executive shall, upon or promptly following, but in no event later than
twenty-one (21) days following, his last day of employment with the
Corporation:  (i) provide the
Corporation with a valid, executed, written release of claims (in substantially
the form attached hereto as Exhibit A, with such changes to such
form as the Corporation may determine necessary or appropriate to help ensure
that the release contemplated by such form is maximally enforceable in
accordance with applicable law) and such release shall have not been revoked by
the Executive pursuant to any revocation rights afforded by applicable law; and
(ii) satisfy his obligations under Section 5.4(c).”


 


4.                                       Section 409A.  The
following paragraphs are hereby added to Section 5.7 of the Employment
Agreement, with the paragraph that begins “If the Executive is a “specified
employee within the meaning...” as paragraph (a) of Section 5.7:


 


“(b)                           It is intended that any amounts payable under
this Agreement shall either be exempt from or comply with Section 409A so
as not to subject the Executive to payment of any additional tax, penalty or
interest imposed under Section 409A. 
The provisions of this Agreement shall be construed and interpreted to
avoid the imputation of any such additional tax, penalty or interest under Section 409A
yet preserve (to the nearest extent reasonably possible) the intended benefit
payable to the Executive.


 


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(c)                                  To the extent required in order to avoid
accelerated taxation and/or tax penalties under Section 409A, the
Executive shall not be considered to have terminated employment with the
Company for purposes of the Agreement and no payments shall be due under the
Agreement which are payable upon termination of employment until the Executive
would be considered to have incurred a “separation from service” from the
Company within the meaning of Section 409A.


 


(d)                                 For purposes of this Agreement, each amount
to be paid or benefit to be provided to the Executive pursuant to the Agreement
shall be construed as a separate identified payment for purposes of Section 409A.”


 


Except
as modified hereby, your Employment Agreement remains unmodified.  Please indicate your agreement with the
foregoing by signing where indicated below.


 


	
  Regards,

  	
   

  
	
   

  	
   

  
	
  INTERNATIONAL
  RECTIFIER CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Its:
   Assistant Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Oleg
  Khaykin

  	
   

  
	
  Date:

  	
   

  



 


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