WWW.EXFILE.COM, INC. -- 13756 -- AMERICAN POWER CONVERSION CORP. -- EXHIBIT 10.1 TO FORM 8-K


    


    


    EXHIBIT
      10.1

    


    AMENDMENT
      TO CHANGE-IN-CONTROL SEVERANCE AGREEMENT

    


    THIS
      AMENDMENT, dated as of July 29, 2005, by and between American Power Conversion
      Corporation, with its principal place of business at 132 Fairgrounds Road,
      West
      Kingston, RI (the “Company”) and ________________ (the
“Executive”).

    


    WHEREAS,
      the Company and the Executive have entered into a Change-In-Control Severance
      Agreement dated as of __________, 2000 (the “Agreement”); 

    


    WHEREAS,
      the Compensation and Stock Option Committee of the Board of Directors of the
      Company has authorized the amendment of such Agreements to comply with Section
      409A of the Internal Revenue Code;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Company and the Executive agree as
      follow:

    


    1.    Paragraph
      (i) in the definition of “Change in Control” in Section 1 of the Agreement is
      deleted in its entirety and the following is substituted in its
      place:

    


    “(i) the
      members of the Board at the beginning of any consecutive 12-calendar-month
      period (the “Incumbent Directors”) cease for any reason other than due to death
      to constitute at least a majority of the members of the Board; provided that
      any
      director whose election, or nomination for election by the Company’s
      stockholders, was approved by a vote of at least a majority of the members
      of
      the Board then still in office who were members of the Board at the beginning
      of
      such 12-calendar-month period, shall be deemed to be an Incumbent
      Director;”

    


    2.    The
      following is added as a new paragraph following Paragraph (iii) in the
      definition of “Change in Control” in Section 1 of the Agreement:

    


    “Notwithstanding
      the foregoing, none of the foregoing event(s) shall constitute a Change in
      Control unless such event(s) constitute a “change in the ownership or effective
      control” or a change “in the ownership of a substantial portion of the assets,”
      in each case within the meaning of Section 409A(a)(2)(A)(v) of the Code and
      any
      regulations and other guidance in effect from time to time thereunder including
      without limitation Notice 2005-1.”

    


    3.    The
      following is added as new Section 2.6:

    


    “Notwithstanding
      any other provision of this Agreement, if the Executive is a “key employee” as
      defined in Section 416(i) of the Code without regard to paragraph 5 thereof,
      no
      payment under this Agreement with respect to separation from service shall
      be
      made before the date which is six months after the date of separation from
      service (or, if earlier, the date of death of the Executive).”

    


    4.    In
      all
      other respects, the Agreement shall remain in full force and
      effect.

    


    IN
      WITNESS WHEREOF, the undersigned have caused this instrument to be executed
      as
      of the day and year first set forth above.

     

    
      	 	 	 
	 	AMERICAN
              POWER CONVERSION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title: