Exhibit 10.8


 


INTERNATIONAL RECTIFIER
CORPORATION


2000 INCENTIVE PLAN


(Amended and Restated as of November 22,
2004)


NONQUALIFIED STOCK OPTION AGREEMENT


 


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


 


	
  Grant Date:

  	
   

  	
  August 6, 2008

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
  750,000(1)

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
  $18.55(1)

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  20% per year on each of the
  first five anniversary dates of March 1, 2008(2)

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  The day before the fifth
  anniversary of August 6, 2008(2)

  



 






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


 


(2) Subject
to early termination under Section 2.5 or 5.2 of the Plan and Section 4
of the Terms and Conditions.


 


 


	
  INTERNATIONAL RECTIFIER
  CORPORATION

  	
   

  	
  OPTIONEE

  
	
  (a Delaware
  Corporation)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City, State, Zip Code)

  
				



 

















 


TERMS AND CONDITIONS


 


1.                                                 Exercisability of Option.  The Option shall vest and become exercisable
in installments of 20% of the aggregate number of shares set forth on the
facing page (subject to adjustment). 
Subject to earlier termination of the Option as provided in this
Agreement or the Plan and changes and adjustments contemplated by the Plan, the
first installment shall vest on the 1st anniversary of March 1, 2008, and
thereafter, installments of 20% of the shares shall vest on each of the 2nd, 3rd, 4th and 5th anniversaries of March 1, 2008.  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 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 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.


 


3.                                                 Continuance
of Employment Required.  The vesting
schedule 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 employment or service as provided
in Section 4 below or under the Plan.


 


4.                                                 Effect of Termination of Employment or Death;
Change in Subsidiary Status.  If the
Optionee’s employment with the Company or any Subsidiary terminates, the Option
and all other rights and benefits under this Agreement terminate, except that
the Optionee may at any time within the following periods after termination
exercise the Option to the extent the Option was exercisable at the date of
termination of employment and has not otherwise expired.  If the termination was the result of:


 


·                                          Total
Disability — one year


 


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·                                          Retirement —
one year


 


·                                          termination
by the Company or a subsidiary other than pursuant to a Dismissal for Cause —
30 days


 


·                                          voluntary
resignation (other than in response to a Dismissal for Cause or in anticipation
of a Dismissal for Cause, or in connection with Retirement) — 30 days


 


·                                          death of
Optionee — one year


 


·                                          Dismissal for
Cause (1) — Option shall terminate immediately (whether vested or not).


 


In each case, the
Option remains subject to earlier termination on the first to occur of the
Expiration Date of the Option or the termination of the Option pursuant to Section 5.2
of the Plan.


 


5.                                                 Change
in Subsidiary’s Status; Leaves of Absence. 
If the Optionee is employed by an entity that ceases to be a Subsidiary
and does not remain employed by the Company or another Subsidiary, this event
is deemed for purposes of this Agreement to be a termination of the Optionee’s
employment by the Company other than pursuant to a Dismissal for Cause.  Absence from work caused by military service,
authorized sick leave or other leave approved in writing by the Committee shall
not be considered a termination of employment by the Company for purposes of Section 4,
subject to such conditions as may be imposed in connection with the approval of
the leave of absence.


 


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.


 


8.                                                 No
Employment Commitment by Company. 
Nothing contained in this Agreement or the Plan constitutes an
employment commitment by the Company, affects Optionee’s status as an employee
at will who is subject to termination without cause, confers upon Optionee any
right to remain employed by the Company or any subsidiary, interferes in any
way with the right of the Company or any subsidiary at any time to terminate
such employment, 


 






(1) In
addition to the definition set forth in Section 6.1(o) of the Plan,
for purposes of this Agreement, “Dismissal for Cause” shall include the
termination of Optionee’s employment or services by the Company or a Subsidiary
as a result of Optionee’s material violation of a policy or rule of the
Company.


 


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or affects the
right of the Company or any subsidiary to increase or decrease Optionee’s other
compensation.


 


9.                                                 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 determines otherwise.


 


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


 


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


 


12.                                           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). 
The Optionee acknowledges receipt of a copy of the Plan, which is made a
part hereof by this reference, and agrees to be bound by the terms thereof.  Unless otherwise expressly provided in other
Sections of this Agreement, provisions of the Plan that confer discretionary
authority on the Committee do not (and shall not be deemed to) create any
additional rights in the Optionee not expressly set forth above.
Notwithstanding the foregoing, this document is subject to and does not
supersede any rights the Participant may have to accelerated vesting, exercise
rights and other rights upon the termination of his employment as set forth in
his employment agreement dated February 6, 2008, including without
limitation Section 5 thereof, which terms shall supersede this Agreement
to the extent in conflict herewith.


 


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