Exhibit
10.9


 





 


December 26, 2008


 


Ilan
Daskal


1498
Saskatchewan Drive


Sunnyvale,
California 94087


 


Dear
Ilan:


 


Reference
is made to the letter dated September 19, 2008 from International
Rectifier Corporation (the “Company”) to you regarding your terms of
employment (the “Offer Letter”).


 


The
purpose of this letter is to supplement the terms of the Offer Letter to
include terms and conditions designed to make any payments pursuant to the
Offer Letter 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”).


 


Your
Offer Letter is hereby modified as follows:


 


1.                                       Severance.  Subject to the following
paragraph relating to specified employees, any severance payable to you under
the “Other Severance” provision of your Offer Letter shall be paid in a cash
lump sum on the 60th day
following your “separation from service,” provided you have promptly executed
and delivered (and not revoked) a release agreement (in the form contemplated
in your Offer Letter) within 50 days of your termination; provided, however,
that if you fail to execute and deliver such release, or you revoke such
release, you shall not be paid any severance pursuant to the Offer Letter.  For this purpose, a “separation from service”
shall be defined within the meaning of Treasury Regulation Section 1.409A-1(h)(1),
without regard to the optional alternative definitions available thereunder.


 


Furthermore,
if you are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as
of the date of your separation from service, you shall not be entitled to any
severance payment until the earlier of (i) the date which is six (6) months
after your separation from service for any reason other than death, or (ii) the
date of your death.  The provisions of
this paragraph shall only apply if, and to the extent, required to avoid the
imputation of any tax, penalty or interest pursuant to Section  409A.  Any amounts otherwise payable to you upon or
in the six (6) month period following your separation from service that
are not so paid by reason of this paragraph shall be paid (without interest) as
soon as practicable (and in all events within thirty (30) days) after the date
that is six (6) months after your separation from service (or, if earlier,
as soon as practicable, and in all events within thirty (30) days, after the
date of your death).


 


2.                                       Executive Relocation Package. 
Notwithstanding anything to the contrary in your Offer Letter, in order
to be eligible for reimbursement of any relocation expenses, including closing
assistance on the sale of your current residence and closing assistance on the
purchase of a home in the Los Angeles/Southern California area, you must be
employed by the Company on the date any reimbursements for eligible expenses
are paid.


 

















 


3.                                       Reimbursements / Tax Relief. 
Except as otherwise provided above, to the extent that any reimbursement
pursuant to the Offer Letter is taxable to you, you shall provide the Company
with documentation of the related expenses promptly so as to facilitate the
timing of the reimbursement payment contemplated by this paragraph, and any
reimbursement payment due to you pursuant to such provision shall be paid to
you on or before the last day of your taxable year following the taxable year
in which the related expense was incurred. 
Such reimbursement obligations are not subject to liquidation or
exchange for another benefit and the amount of such benefits that you receive
in one taxable year shall not affect the amount of such benefits that you
receive in any other taxable year.  Any
gross-up payment due to you shall be made by the end of the taxable year
following the taxable year in which you remitted the taxes to which the
gross-up relates.


 


Except
as modified hereby, your Offer Letter 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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Ilan
  Daskal

  	
   

  
	
  Date: