Exhibit 10.1


 


Certain
portions of this agreement have been omitted in accordance with a request for
confidential treatment submitted to the Securities and Exchange Commission (the
“SEC”).  Omitted information has been replaced with three asterisks (***).  The omitted information has been filed
separately with the SEC.


 


Execution Copy


 


CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE,

AMENDMENT NO. 1 TO TRANSITION BUY BACK DIE SUPPLY AGREEMENT,

AMENDMENT NO. 2 TO TECHNOLOGY LICENSE AGREEMENT,

AMENDMENT NO. 7 TO MASTER PURCHASE AGREEMENT, AND

AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT


 


This Confidential Settlement Agreement and Release,
Amendment No. 1 to Transition Buy Back Die Supply Agreement, Amendment No. 2
to Technology License Agreement, Amendment No. 7 to Master Purchase
Agreement, and Amendment No. 3 to Asset Purchase Agreement (this “Settlement
Agreement”) is made as of the 25th day of June 2009 (the “Effective
Date”), by and between Vishay Intertechnology, Inc., a Delaware
corporation (“Vishay”), on the one hand, and International Rectifier
Corporation, a Delaware corporation (“IR”), on the other hand.  IR and Vishay are sometimes referred to
herein as the “Parties” and, individually, as a “Party”.  Capitalized terms used and not otherwise
defined in this Settlement Agreement shall have the meaning ascribed to them in
the Master Purchase Agreement (as defined below and as amended hereby).


 


RECITALS


 


WHEREAS, IR and Vishay
are each party to that certain Master Purchase Agreement dated as of November 8,
2006, as amended by First Amendment dated January 23, 2007, Amendment
dated March 28, 2007, Amendment Agreement No. 3 and Waiver Agreement No. 1
dated as of March 30, 2007, Amendment No. 4 dated as of May 1,
2007, Amendment No. 5 dated as of May 22, 2007, and Amendment No. 6
dated as of June 29, 2007 (as so amended, the “Master Purchase
Agreement”), pursuant to which IR sold the PCS Business to Vishay on April 1,
2007 (the “Closing”);


 


WHEREAS, in connection
with the Closing and pursuant to the terms of the Master Purchase Agreement,
the Parties entered into the Stock Purchase Agreements, the Tax Matters
Agreement, the Technology License Back Agreement, the
Trademark License Agreements, the Transition Services Agreements, the
Indemnification Escrow Agreement, the Intellectual Property Assignment dated April 4,
2007, and other ancillary agreements, including without limitation that certain
(i) Transition Buy Back Die Supply Agreement between Vishay and IR
dated as of April 1, 2007 (the “Die Supply Agreement”), (ii) Technology
License Agreement between Vishay and IR dated April 1, 2007, as amended by
Amendment No. 1  dated June 27,
2008 (as so amended, the “Technology License Agreement”) and (iii) Asset Purchase Agreement 


 


1

















 


by
and among Vishay, IR and International Rectifier Southeast Asia Pte, Ltd. dated
November 8, 2006, as amended by Amendment Agreement No. 3 and Waiver Agreement No. 1
dated as of March 30, 2007 and further amended by that letter agreement
dated January 8, 2009 (as so amended, the “Asset Purchase Agreement”), (all of the Agreements referenced in this
paragraph other than the Master Purchase Agreement, collectively, the “Transaction
Documents”);


 


WHEREAS, since the
Closing, Vishay has asserted various claims against IR in connection with the
sale of the PCS Business pursuant to the Master Purchase
Agreement and the Transaction Documents;


 


WHEREAS, IR and Vishay now wish to resolve
amicably the claims and disputes described herein related to the sale of the
PCS Business in exchange for the payments and other agreements made hereunder,
as set forth more particularly in this Settlement Agreement; and


 


WHEREAS, in addition to the foregoing, IR and
Vishay wish to clarify the scope of Section 12.1 (Agreement
Not to Compete) of the Master Purchase Agreement and to modify
certain other provisions of the Die Supply Agreement, the Technology License
Agreement, the Master Purchase Agreement and the Asset Purchase Agreement, as
set forth more particularly in this Settlement Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in
consideration of the covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:


 


A                                       SETTLEMENT AND
RELEASE


 


1.                                       Settlement Payments; Release of Escrow.


 


(a)                                  Concurrently with the execution and
delivery of this Settlement Agreement by the Parties, (a) the Parties
shall deliver joint instructions to the Escrow Agent, in the form attached
hereto as Exhibit A, to release
the Escrowed Funds (as defined in the Indemnification Escrow Agreement) to IR less ONE MILLION DOLLARS ($1,000,000.00), in accordance with
Section 4(c) of the Indemnification Escrow Agreement, (b) IR
shall pay or cause to be paid to Vishay the sum of THIRTY MILLION DOLLARS
($30,000,000.00) (the “IR Payment”) by wire transfer of immediately
available United States funds to an account designated by Vishay and (c) as
a result of Vishay’s payment in respect of quality claims *** with respect to
products of the PCS Business manufactured prior to the Closing Date, IR shall
pay or cause to be paid to Vishay the sum of FOUR HUNDRED AND NINETY EIGHT
THOUSAND FIVE HUNDRED AND FORTY TWO DOLLARS ($498,542.00) (the “*** Payment”
and, together with the IR Payment, the “Settlement Payments”) by wire
transfer of immediately available United States funds to an account designated
by Vishay.


 






*** Certain information
on this page has been omitted in accordance with a request for
confidential treatment submitted to the SEC.  The omitted information has
been filed separately with the SEC.


 


2

















 


(b)                                 Each of the Parties hereby acknowledges
and agrees, notwithstanding anything to the contrary set forth in the Master
Purchase Agreement (including Section 1.3 thereof) or the Indemnification
Escrow Agreement, that (x) pursuant to Section 1(a) of this
Settlement Agreement and the terms of the Indemnification Escrow Agreement, the
sum of ONE MILLION DOLLARS ($1,000,000.00) shall remain in escrow after the
date hereof solely for the purpose of paying any indemnification obligations of
IR to Vishay pursuant to Sections 10.1(a)(iii) (solely to the extent that
it covers an Excluded Liability referred to in Section 1.2(b)(vii) of
the Asset Purchase Agreement) and 10.1(a)(vi) of the Master Purchase
Agreement, (y) no later than the first anniversary of the date hereof, IR
and Vishay will provide joint instructions to the Escrow Agent to pay to IR any
amounts remaining in the escrow fund (less any Escrow Taxes payable pursuant to
Section 3 of the Indemnification Escrow Agreement) minus
the aggregate amount of any claims that have been asserted on or prior to such
date and that remain outstanding (each a “Surviving Claim”), in
accordance with Section 4(c) of the Indemnification Escrow Agreement;
provided that, at such time as any Surviving Claim is finally resolved, IR and
Vishay shall provide joint instructions to the Escrow Agent to pay to Vishay
the amount to which it is entitled under the Master Purchase Agreement with
respect to such Surviving Claim and to pay to IR the balance of the Escrowed
Funds (less any Escrow Taxes payable pursuant to Section 3 of the
Indemnification Escrow Agreement) minus the
aggregate amount of any other Surviving Claims, and (z) once all Surviving
Claims have been resolved, IR and Vishay will provide joint instructions to the
Escrow Agent to release the balance of any interest or other income earned to
IR (less any Escrow Taxes payable pursuant to Section 3 of the
Indemnification Escrow Agreement), in accordance with Section 4(c) of
the Indemnification Escrow Agreement.


 


2.                                       Vishay Release.


 


(a)                                  With the exception of the Vishay
Unreleased Matters (as defined below), Vishay, on behalf of itself and its
Affiliates and their respective past and present officers, directors,
shareholders, employees, agents, representatives, successors and assigns, and
any other Person who could now or hereafter assert a claim in the name of or on
behalf of any of the foregoing (collectively, the “Vishay Releasing Persons”),
hereby unconditionally and irrevocably releases, acquits and forever discharges
IR and its Affiliates and their respective officers, directors, shareholders,
employees, agents, representatives, successors and assigns (collectively, the “IR
Released Persons”), from any and all past, present, or future claims,
rights, liabilities, obligations, attorneys’ fees, damages, expenses, lawsuits,
demands, actions, or causes of action of every kind and nature whatsoever,
whether aware of them or not, which any Vishay Releasing Person now has, owns,
or holds, or claims, or could have claimed, or which any Vishay Releasing
Person at any time heretofore had owned or held, or claimed, or could have
claimed, in connection with the sale of the PCS Business, including without
limitation arising out of or in any way connected to the Master Purchase
Agreement, the Transaction Documents or the claims, assertions, allegations,
facts and actions set forth on Schedule 1
attached hereto (collectively, the “Vishay Released Claims”).  As used herein, the “Vishay Unreleased
Matters” means, and shall be limited to, those claims, rights, liabilities,
obligations, attorneys’ fees, damages, expenses, lawsuits, demands, actions, or
causes of action (but only to the extent available pursuant to the terms of the
Master Purchase Agreement or the Transaction Documents, as the case may be) to
the extent relating exclusively to the following: (i) any obligation under
any of the Transaction Documents (other than the Purchase Agreements, which are
addressed in clause (iv) below) or any amendments thereto which, by its
terms, is required to be performed following the Effective 


 


3

















 


Date, (ii) any claims for indemnification that
may be brought under Sections 10.1(a)(i) (but only to the extent such
representations and warranties survive the Closing pursuant to Section 9.1(a)(i) and
(a)(ii) of the Master Purchase Agreement), 10.1(a)(iii)-(x), 10.1(a)(xii)-(xiv)
and 10.9 of the Master Purchase Agreement, including the matters described on Schedule 2 but excluding the Vishay
Released Claims, (iii) the supply, sale or shipment of goods and services
by IR to Vishay in the ordinary course of business since January 1, 2008, (iv) any
claim for indemnification or equitable relief that may be brought under
Sections 10.1(a)(ii) or 12.5 of the Master Purchase Agreement (but only to
the extent of any breach or failure by IR to perform any of its covenants or
obligations contained in (A) the Tax Matters Agreement, (B) Sections
1.6 (including the corresponding Further Assurances provisions in the Asset
Purchase Agreement and each Stock Purchase Agreement), 9.2, 12.1 and 12.4 of
the Master Purchase Agreement (as amended by this Settlement Agreement), (C) Sections
6.2 and 6.3 of the Asset Purchase Agreement or (D) Section 9.2 of
each Stock Purchase Agreement, which in each case, by its terms, is required to
be performed following the Effective Date) and (v) any claims for
indemnification that may be brought under Section 10.1(a)(xi) of the
Master Purchase Agreement relating to the Borgaro Property; provided, however, that,
notwithstanding anything else to the contrary in the Master Purchase Agreement
or the Transaction Documents, each of IR and Vishay shall be responsible for
one-half of any Losses incurred by the Purchaser Indemnitees arising therefrom.


 


(b)                                 Vishay hereby represents and warrants to
IR that, as of the date hereof and upon due inquiry, it is not aware of any
fact, event or circumstance that would (or with the passage of time is likely
to) result in a claim against any IR Released Person based on any of the Vishay
Unreleased Matters other than as set forth on Schedule
2 attached hereto.  The
Parties agree and acknowledge that the foregoing representation is a material
inducement to IR entering into this Settlement Agreement and that IR shall have
no liability to Vishay for any pending or threatened claims based on any of the
Vishay Unreleased Matters (other than those described on Schedule
2) about which Vishay, including without limitation any employee
or Representative thereof, had knowledge after due inquiry on the date hereof;
provided, however, that, if Vishay, including without limitation any employee
or Representative thereof, has such knowledge, IR shall nevertheless indemnify
Vishay for product liability claims not otherwise included on Schedule 2 for (x) 100% of any
such claims up to $*** in the aggregate and (y) 50% of any such claims in
excess of $*** in the aggregate up to $*** in the aggregate (such that the
aggregate liability of IR under clauses (x) and (y) shall not exceed
$***), in each case in accordance with Section 10.1(a)(iii) (solely
to the extent that it covers an Excluded Liability referred to in Section 1.2(b)(vii) of
the Asset Purchase Agreement) and Section 10.1(a)(vi) of the Master
Purchase Agreement, this Settlement Agreement and the letter agreement dated January 8,
2009 between IR and Vishay.  As used in
this Section 2(b), “Representative” means any counsel, accountants,
financial advisors or consultants of Vishay and its Affiliates.  For the avoidance of doubt, (i) nothing
in this paragraph (b) shall be deemed to waive  or shall require Vishay to waive in the
future the attorney-client privilege, and (ii) (A) knowledge of past
oral complaints (other than oral complaints made to Carl Fritz) regarding
product defects for products manufactured prior to the Closing Date, in and of
itself, shall not be deemed to constitute awareness of a “fact, event or 


 






*** Certain information
on this page has been omitted in accordance with a request for
confidential treatment submitted to the SEC.  The omitted information has
been filed separately with the SEC.


 


4

















 


circumstance that would (or with the passage of time
is likely to) result in a claim” (as such phrase is used in this paragraph (b))
and (B) knowledge of past product liability claims based on product
defects included in Item 7 of Schedule 1
or on Schedule 2 attached hereto (“Past
Product Claims”), in and of itself, shall not be deemed to constitute
awareness of a “fact, event or circumstance that would (or with the passage of
time is likely to) result in a claim” (as such phrase is used in this paragraph
(b)), with respect to the same or substantially similar future claims brought
against Vishay in writing following the Effective Date, whether asserted by
parties who brought the Past Product Claims or by other parties.


 


(c)                                  Vishay agrees that it shall not, nor
shall any other Vishay Releasing Person, institute any action or suit at law or
in equity against any IR Released Person arising out of or in any way relating
to the Vishay Released Claims, nor institute, prosecute or in any way knowingly
and voluntarily aid in the institution or prosecution of any claims, rights,
lawsuits, demands, actions, or causes of action, whether aware of them or not,
against any IR Released Person arising out of or in any way connected to the
Vishay Released Claims.


 


(d)                                 Vishay hereby represents and warrants
that there has been no assignment or other transfer of any interest in any
Vishay Released Claims which any Vishay Releasing Person may have against the
IR Released Persons, or any of them, and Vishay agrees to indemnify and hold
the IR Released Persons, and each of them, harmless from any liability, claims,
demands, damages, costs, expenses and attorney fees incurred by the IR Released
Persons or any of them, as a result of any Person asserting any such assignment
or transfer.


 


(e)                                  Each IR Released Person that is not a
Party hereto is and shall be an express third-party beneficiary to this Section 2
and may enforce this Section 2 to the same extent as though named a Party
herein.


 


(f)                                    The release contemplated herein for the
Vishay Released Claims extends to claims that the Vishay Releasing Persons do
not know or suspect to exist at the time of the release, which if known might
have affected their decision to enter into the release.  With respect to the Vishay Released Claims,
the Vishay Releasing Persons shall be deemed to relinquish, to the full extent
permitted by law, the provisions, rights and benefits of section 1542 of the
California Civil Code, which provides:


 


A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


The Vishay Releasing Persons also shall be deemed to
waive any and all provisions, rights, and benefits conferred by any law of any
state or territory of the United States, or principle of common law, which is
similar, comparable or equivalent to California Civil Code section 1542, with
respect to the Vishay Released Claims.


 


5
















 


3.                                       IR Release.


 


(a)                                  With the exception of the IR Unreleased
Matters (as defined below), IR, on behalf of itself and its Affiliates and
their respective past and present officers, directors, shareholders, employees,
agents, representatives, successors and assigns, and any other Person who could
now or hereafter assert a claim in the name of or on behalf of any of the
foregoing (collectively, the “IR Releasing Persons”), hereby
unconditionally and irrevocably releases, acquits and forever discharges Vishay
and its Affiliates and their respective officers, directors, shareholders,
employees, agents, representatives, successors and assigns (collectively, the “Vishay
Released Persons”), from any and all past, present, or future claims,
rights, liabilities, obligations, attorneys’ fees, damages, expenses, lawsuits,
demands, actions, or causes of action of every kind and nature whatsoever,
whether aware of them or not, which any IR Releasing Person now has, owns, or
holds, or claims, or could have claimed, or which any IR Releasing Person at
any time heretofore had owned or held, or claimed, or could have claimed, in
connection with the sale of the PCS Business, including without limitation
arising out of or in any way connected to the Master Purchase Agreement, the
Transaction Documents or the claims, assertions, allegations, facts and actions
set forth on Schedule 3 attached hereto
(collectively, the “IR Released Claims”, and together with the Vishay
Released Claims, the “Released Claims”). 
As used herein, the “IR Unreleased Matters” means, and shall
be limited to, those claims, rights, liabilities, obligations, attorneys’ fees,
damages, expenses, lawsuits, demands, actions, or causes of action (but only to
the extent available pursuant to the terms of the Master Purchase Agreement or
the Transaction Documents, as the case may be) to the extent relating
exclusively to the following: (i) any obligation under any of the
Transaction Documents (other than the Purchase Agreements, which are addressed
in clause (iv) below) or any amendments thereto which, by its terms, is
required to be performed following the Effective Date, (ii) any claims for
indemnification that may be brought under Sections 10.2(a)(i) (but only to
the extent such representations and warranties survive the Closing pursuant to Section 9.1(a)(i) of
the Master Purchase Agreement), 10.2(a)(iii), (iv) and (v) of the
Master Purchase Agreement, including the matters described on Schedule 4 but excluding the IR
Released Claims, (iii) the supply, sale and shipment of goods and services
by Vishay to IR in the ordinary course of business since January 1, 2008,
and (iv) any claim for indemnification or equitable relief that may be
brought under Sections 10.2(a)(ii) or 12.5 of the Master Purchase
Agreement (but only to the extent of any breach or failure by Vishay or its
permitted assignee to perform any of its covenants or obligations contained in (A) the
Tax Matters Agreement (B) Sections 1.4(d), 1.6 (including the
corresponding Further Assurances provisions in the Asset Purchase Agreement and
each Stock Purchase Agreement), 5.3, 9.2, 12.1, 12.4 and 13.16 of the Master
Purchase Agreement (as amended by this Settlement Agreement), (C) Sections
6.2, 6.3 and 6.4 of the Asset Purchase Agreement or (D) Section 9.2
of each Stock Purchase Agreement and Section 9.3 of the Germany Purchase
Agreement, which in each case, by its terms, is required to be performed
following the Effective Date).


 


(b)                                 IR hereby represents and warrants to
Vishay that, as of the date hereof and upon due inquiry, it is not aware of any
fact, event or circumstance that would (or with the passage of time is likely
to) result in a claim against any Vishay Released Person based on any of the IR
Unreleased Matters.  The Parties agree
and acknowledge that the foregoing representation is a material inducement to
Vishay entering into this Settlement Agreement and that Vishay shall have no
liability to IR for any pending or threatened claims based on any of the IR
Unreleased Matters (other than those described on Schedule
4) about which IR, including without limitation 


 


6

















 


any employee and Representative thereof, had knowledge
after due inquiry on the date hereof.  As
used in this Section 3(b), “Representative” means any counsel,
accountants, financial advisors or consultants of IR and its Affiliates. For
the avoidance of doubt, nothing in this paragraph (b) shall be deemed to
waive or shall require IR to waive in the future the attorney-client privilege.


 


(c)                                  IR agrees that it shall not, nor shall
any other IR Releasing Person, institute any action or suit at law or in equity
against any Vishay Released Person arising out of or in any way relating to the
IR Released Claims, nor institute, prosecute or in any way knowingly and
voluntarily aid in the institution or prosecution of any claims, rights,
lawsuits, demands, actions, or causes of action, whether aware of them or not,
against any Vishay Released Person arising out of or in any way connected to
the IR Released Claims.


 


(d)                                 IR hereby represents and warrants that
there has been no assignment or other transfer of any interest in any IR
Released Claims which any IR Releasing Person may have against the Vishay
Released Persons, or any of them, and IR agrees to indemnify and hold the
Vishay Released Persons, and each of them, harmless from any liability, claims,
demands, damages, costs, expenses and attorney fees incurred by the Vishay
Released Persons or any of them, as a result of any Person asserting any such assignment
or transfer.


 


(e)                                  Each Vishay Released Person that is not a
Party hereto is and shall be an express third-party beneficiary to this Section 3
and may enforce this Section 3 to the same extent as though named a Party
herein.


 


(f)                                    The release contemplated herein for the
IR Released Claims extends to claims that the IR Releasing Persons do not know
or suspect to exist at the time of the release, which if known might have
affected their decision to enter into the release.  With respect to the IR Released Claims, the
IR Releasing Persons shall be deemed to relinquish, to the full extent
permitted by law, the provisions, rights and benefits of section 1542 of the
California Civil Code, which provides:


 


A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


The IR Releasing Persons also shall be deemed to waive
any and all provisions, rights, and benefits conferred by any law of any state
or territory of the United States, or principle of common law, which is
similar, comparable or equivalent to California Civil Code section 1542, with
respect to the IR Released Claims.


 


4.                                       Non-Disparagement. 
Each Party covenants and agrees that, from and after the date hereof, it
will not make or induce, encourage or cooperate with others to make, any
negative, critical, or adverse remarks or other communications, whether written
or oral, concerning the other Party or its Affiliates or their respective
officers and directors or the operations, products, services, management,
affairs, or financial condition thereof; provided, however, that this Section 4
(i) shall be limited to remarks or other communications concerning conduct
prior to the 


 


7

















 


date hereof and (ii) shall not prohibit either
Party from (a) marketing to any customer any product that it is not
prohibited from designing, manufacturing or selling pursuant to the Master
Purchase Agreement (as amended hereby), (b) providing information pursuant
to subpoena, court order, or other valid legal process, or as directed by any
Governmental Authority in furtherance of any governmental investigation, (c) repeating
any publicly available statement made by the other Party or its Representatives
or any Governmental Authority or (d) providing any information, under seal
or otherwise, pursuant to a protective order approved by a court of competent
jurisdiction, to the extent available, in the context of defending or
prosecuting a legal dispute in which the other Party is an adverse party.


 


5.                                       Confidentiality. 
Each of the Parties agrees and acknowledges that the contents of this
Settlement Agreement are confidential and shall not be disclosed by it in any
manner whatsoever, including but not limited to in any public filings, analyst
or shareholder meetings, and presentations or conference calls, except as
permitted in this Section 5 or in Section 21 below.  Without limiting the generality of the
foregoing, neither Party shall discuss, reveal, or otherwise disclose the terms
and conditions of this Settlement Agreement or the negotiations leading to this
Settlement Agreement, except to such Party’s Affiliates and their respective
officers, directors, attorneys, accountants, financial advisors, insurance
companies and representatives, and others that such Party reasonably deems need
to know the content and terms of this Settlement Agreement, in each case,
provided that such Persons are informed of this confidentiality provision and
agree to comply with its terms. 
Notwithstanding the foregoing, any Party may (x) disclose the terms
of this Settlement Agreement (a) to governmental taxing authorities, and (b) if
required to do so by subpoena, court order or other valid legal process,
provided that such Party shall provide prompt prior written notice to other
Party of the need for such disclosure and shall limit such disclosure only to
the information required to be so disclosed or (y) disclose and file a
copy of this Settlement Agreement, to the extent and as required under
applicable law, with the Securities and Exchange Commission, subject to
obtaining confidential treatment in accordance with Section 21 below.  The Parties acknowledge and agree that the
foregoing covenant is a material inducement to the Parties entering into this
Settlement Agreement.


 


6.                                       No Admission. 
The Parties acknowledge that this Settlement Agreement is a compromise
of the Released Claims and that nothing in this Settlement Agreement
constitutes or will be treated by either Party as an admission of liability or
wrongdoing.


 


B                                       AMENDMENTS TO THE
MASTER PURCHASE AGREEMENT AND THE TRANSACTION DOCUMENTS


 


7.                                       Master Purchase Agreement. 
In accordance with Section 13.5 of the Master Purchase Agreement,
each of the Parties hereby agrees to amend and supplement the Master Purchase
Agreement as follows:


 


(a)                                  Section 1.4(d) of the Master
Purchase Agreement is hereby amended by (i) deleting “October 31,
2007” in each of the two places where it appears in the last proviso of such
section and inserting “September 1, 2009” in place thereof and (ii) adding
the following language at the end of such proviso: “, except that,
notwithstanding the foregoing, the Parties hereby agree that the amount
required to be paid to Seller by Purchaser pursuant to this Section 


 


8

















 


1.4(d) shall be reduced by (i) an amount
equal to the payroll/employment taxes paid or payable by Purchaser in
connection with Purchaser’s payment of any amounts pursuant to Seller’s profit
sharing arrangements and (ii) an amount equal to the sum of any payments
actually received by Seller or any of its Affiliates from Gores Equity, LLC,
ASBU Holdings, LLC, or any of their Affiliates in respect of amounts due
pursuant to profit sharing arrangements from the IR Profit Sharing Amount.”


 


(b)                                 Notwithstanding anything to the contrary
set forth in the Master Purchase Agreement (including Section 1.4(d) thereof),
(i) Vishay hereby acknowledges, represents and warrants to IR that (A) IR
has provided, and Vishay has received, all necessary information and
instructions (including a list of designated employees of the Companies for
periods prior to Closing) required to pay amounts due pursuant to profit
sharing arrangements from the IR Profit Sharing Amount and (B) until such
time as Vishay is required to return the remaining portion of the IR Profit
Sharing Amount to IR in accordance with Section 1.4(d) of the Master
Purchase Agreement (as amended hereby), Vishay shall hold and maintain the IR
Profit Sharing Amount (and any remaining portion thereof) in trust, on behalf
of and for the benefit of IR, and shall use its commercially reasonable efforts
to locate and contact all designated employees entitled to receive amounts due
pursuant to profit sharing arrangements and to pay all such amounts to such
employees, as directed or instructed by IR; (ii) IR hereby acknowledges,
represents and warrants to Vishay that IR has received a portion of the amounts
owing to it under Section 1.4(d) of the Master Purchase Agreement (as
amended hereby) by payment by Vishay to IR of $498,033.00 prior to the
execution of this Settlement Agreement; and (iii) other than as set forth
in this Section 7(b) and Section 1.4(d) of the Master
Purchase Agreement (as amended hereby), Vishay shall have no liability to any
of the employees regarding payments made on behalf of IR under the foregoing
profit sharing arrangements, and IR shall indemnify Vishay for any claims
relating thereto (which shall be deemed Vishay Unreleased Claims hereunder) in
accordance with, and to the extent permitted by, Section 10.1(a)(iv) of
the Master Purchase Agreement.


 


(c)                                  Section 12.1(a) and (b) of
the Master Purchase Agreement is hereby amended in its entirety to read as
follows:


 


“12.1                     Agreement Not to Compete


 


(a)                                  For a period of seven (7) years from
the Closing Date (the “Non-Compete Period”), Seller shall not, and shall
cause each of its Affiliates not to, directly or indirectly, engage in the PCS
Business (as defined below) anywhere in the world.  However, notwithstanding the foregoing,
Seller and its Affiliates shall not be prohibited by this Section 12.1(a) from
designing, manufacturing or selling any of the products listed in Section 12.1(b) below.  Except as stated below, Seller agrees not to
sell any planar silicon or silicon carbide: 
discrete FETs transistors; discrete thyristors; discrete (planar or
non-planar) diodes or rectifiers; Schottky rectifiers (planar or non-planar) or
multi-chip modules not containing integrated circuits.  Seller further agrees not to introduce any
new die in any package in planar discrete silicon or silicon carbide FETs for
the duration of the Non-Compete Period.


 


(b)                                 Nothing herein shall prevent any
Restricted Person from designing, developing, manufacturing or selling (i) Discrete
planar MOSFETs: (A) Gen 5.x and Gen 7.x planar 


 


9

















 


silicon discrete MOSFETs two-hundred volts and below, (B) MOSFETs
for Hi-Rel aerospace, Hi-Rel defense, Hi-Rel medical and Hi-Rel Heavy
Industrial applications only and (C) Stacked EPI (P column or
Superjunction) silicon transistors in support of the A380 Airbus program only; (ii) Discrete
Diodes: diodes (excluding FlipKy) for Hi-Rel aerospace, Hi-Rel defense, Hi-Rel
medical and Hi-Rel Heavy Industrial applications only; and (iii) Modules: (A) multi-chip
modules containing diodes, MOSFETs or IGBTs for Hi-Rel aerospace, Hi-Rel
defense, Hi-Rel medical and Hi-Rel Heavy Industrial applications only and (B) a
Dual FetKy Module (IRF 7335) which is 3 die 14 pin DIP.  As used herein, “Hi-Rel Heavy Industrial”
applications shall mean applications that require products (x) designed
for heavy industrial, high reliability uses in extreme conditions, and (y) manufactured
using packaging or test technology or infrastructure particular to the Hi-Rel
business unit of Seller, and (z) that have product specifications that are
substantially more rigorous, precise or developed than ordinary commercial
components due to one or more of the following characteristics which add
substantial cost to Seller or its Affiliates such that a customer would not
reasonably be expected to purchase the product as a substitute for a commercial-grade
product included in the PCS Business: (i) additional testing, (ii) additional
manufacturing, (iii) special enclosures (for example, metal or ceramic
enclosures), (iv) conditioning or (v) other customer-specific
requirements (such products referred to hereinafter as “Hi-Rel Heavy
Industrial Products”).  For the
duration of the Non-Compete Period, no Restricted Person shall (aa) advertise
Hi-Rel Industrial Products as a direct replacement for any commercial-grade
products included in the PCS Business or (bb) design, manufacture
or sell to original equipment manufacturers Hi-Rel planar silicon and silicon
carbide products otherwise prohibited by Section 12.1(a) other than (1) Hi-Rel
discrete planar MOSFETS, (2) Hi-Rel discrete diodes (other than FlipKy) or
(3) Hi-Rel multi-chip modules containing diodes, MOSFETs or IGBTs, in each
case of clauses (1), (2) and (3) above only for Hi-Rel aerospace,
Hi-Rel defense, Hi-Rel medical and Hi-Rel Heavy Industrial applications in
accordance with this Section 12.1(b).”


 


Section 12.1 of the Master Purchase Agreement is
hereby amended to include the following new Section 12.1(g) at the
end of such section:


 


“(g)                           Notwithstanding anything to the contrary
set forth herein, nothing in this Section 12.1 shall prevent, preclude,
prohibit or restrict any Restricted Persons from:


 


(i)                                     designing, developing, manufacturing and
selling planar silicon MOSFETs greater than 200 volts and silicon diodes
(rectifiers), but only to the extent that such products are:


 


(A)                              used as components in other products
designed, developed, manufactured and/or sold by IR in compliance with Section 12.1
of the Master Purchase Agreement (prior to giving effect to any modifications
thereto made pursuant to the Confidential Settlement Agreement and Release,
dated June 25, 2009, by and between the Parties (the “Settlement
Agreement”));


 


10

















 


(B)                                contained in multi-chip modules
containing at least two (2) die per module and at least one of such die
consists of IR Technology (as defined below) in all material respects;  or


 


(C)                                in the form of wafers or singulated dies
sold together with other products designed, developed, manufactured or sold by
IR in compliance with Section 12.1 of the Master Purchase Agreement (after
giving effect to the modifications thereto made pursuant to the Settlement
Agreement), provided that, (x) such wafers and singulated dies are for
customer inclusion in modules or systems, and are not sold by such customers as
discrete packaged products, and (y) with respect to each such customer,
the aggregate annual revenues attributable to sales of such wafers and
singulated dies to such customer shall not exceed fifty percent (50%) of the
annual revenues attributable to all IR products sold to such customer (the
applicable annual thresholds set forth above shall be determined for each
12-month period commencing on March 31, 2009 and ending on March 31,
2014 at each March 31 anniversary);


 


(ii)                                  designing, developing, manufacturing and
selling planar silicon MOSFETs of 200 volts or less;


 


(iii)                               designing, developing, manufacturing and selling
multi-chip modules containing at least two (2) die per module where at
least one of such die consists of IR Technology in all material respects; and


 


(iv)                              engaging in foundry services pursuant to
a bona fide foundry services agreement for
and on behalf of third parties in connection with products that solely
incorporate designs and technologies owned by, and that primarily rely on
manufacturing processes owned by, one or more third parties that are not
Affiliates of IR without utilizing in any material respect any Gen 9 technology
owned by IR.


 


As used
in this Section 12.1(g), “IR Technology” shall mean technology
owned or licensed by IR other than discrete silicon or silicon carbide
technology included in clauses (i), (ii) or (iii) of the definition
of PCS Business.  As used in this Section 12.1(g),
“multi-chip modules” do not include Automotive Systems Business Unit
products manufactured in Swansea, Wales as of April 1, 2007.”


 


8.                                       Die Supply Agreement. In accordance with Section 15.1 of
the Die Supply Agreement, each of the Parties hereby agrees, notwithstanding
anything to the contrary set forth in this Settlement Agreement or the Die
Supply Agreement (including without limitation Sections 1.1, 1.2, 1.3, 3.1 and
12.1 thereof), to amend and supplement the Die Supply Agreement as follows:


 


11

















 


(a)                                  Commencing on July 1, 2009 and ***
until March 31, 2014, ***.  Subject to
Section 8(b) below, ***; provided, however, that, for the avoidance
of doubt, ***.  The Parties hereby agree
and acknowledge that *** makes no representation or warranty as to ***, and no
assurances are or will be given that ***. 
As used herein, *** means ***.


 


(b)                                 ***. 
Notwithstanding anything to the contrary set forth in this Settlement
Agreement, and subject to *** the Parties hereby agree that ***.


 


(c)                                  Notwithstanding anything to the contrary
set forth in Section 12.1 (Term) of the
Die Supply Agreement, the Parties hereby agree that the term of the Die Supply
Agreement shall be extended until March 31, 2014 with respect to the
products and transactions contemplated by Section 8(a) and (b) of
this Settlement Agreement.


 


(d)                                 The foregoing purchase and supply
arrangements shall be subject to and in accordance with the terms of the Die
Supply Agreement, except to the extent that the terms of the Die Supply
Agreement are inconsistent with or contrary to the terms of this Section 8.  In the event of any inconsistency or conflict
between the terms of this Section 8 and the Die Supply Agreement, the
provisions of this Section 8 shall govern.


 


9.                                       Technology License Agreement. 
In accordance with Section 8.3 of the Technology License Agreement,
each of the Parties hereby agrees to amend the Technology License Agreement as
follows:


 


(a)                                  Section 1.4 of the Technology
License Agreement is hereby amended in its entirety to read as follows:


 


“‘Licensed Technology’ means documented
information and data, know-how, copyrights, mask works, proprietary software, technical information, trade secrets and
other intellectual property or rights identified on  Schedule
B hereto (including but not limited to new silicon planar MOSFETS and diode
(rectifier) technologies, if any, subsequently developed by IR, as more
specifically identified in Section 5 of Schedule B).”


 


(b)                                 Schedule B of the Technology License Agreement is hereby amended
and replaced in its entirety with Exhibit B
attached hereto.


 


(c)                                  Schedule B of the Technology License Agreement, as amended and
replaced in its entirety by Exhibit B
attached hereto, shall include the following new Section 5 at the end
thereof:


 


“5. New Planar Silicon MOSFET and Silicon Diode
(Rectifier) Technologies



Licensed Technology shall include all technology for planar silicon MOSFETs
greater than 200 volts and silicon diodes (rectifiers), designed, developed,
manufactured or sold 


 






*** Certain information on this page has been
omitted in accordance with a request for confidential treatment submitted to
the SEC.  The omitted information has been filed separately with the SEC.


 


12

















 


by IR between April 1, 2009 and March 31,
2014 in accordance with Section 12 of the Master Purchase Agreement, as amended
and/or restated by Sections 7(c) and 7(d) of the Confidential
Settlement Agreement and Release, dated June 25, 2009, by and between the
Parties, exclusive of any and all (a) technologies owned by third parties,
(b) extensions or modifications of IR current generation technologies
(including without limitation Gen 5 or Gen 7 MOSFETs but specifically excluding
Gen 3, Gen 6 or Gen 9 technologies) and (c) packaging technologies
(collectively, the “New Silicon Technologies”).  On a calendar quarterly basis, IR shall fully
disclose and transfer to Purchaser all New Silicon Technologies designed,
developed, manufactured or sold, whichever comes first, within the preceding
calendar quarter.”


 


(d)                                 Notwithstanding anything to the contrary
set forth in the Technology License Agreement, Vishay hereby acknowledges,
represents and warrants to IR that the technology related to Gen 3, Gen 6 and
Gen 9 referred to in Sections 2, 3 and 4 of Schedule B  to the Technology License Agreement (as
amended by this Settlement Agreement) has been fully transferred to Vishay
prior to the date hereof and that IR has no further obligations to Vishay with
respect to the transfer of such technologies under the Technology License
Agreement (including without limitation any obligations relating to know-how
transfer, document transfer, training, consultation, wafer manufacturing or
provision of engineering materials).


 


10.                                 Asset Purchase Agreement. 
In accordance with Section 10.4 of the Asset Purchase Agreement,
each of Vishay and IR, on behalf of itself and its Affiliate, International
Rectifier Southeast Asia Pte, Ltd., hereby agrees to amend the Asset Purchase
Agreement as follows:


 


(a)                                  Section 1 of Schedule 1.1(a)(iii) of
the Asset Purchase Agreement is hereby amended and replaced in its entirety
with Exhibit C attached hereto.


 


C                                       REPRESENTATIONS AND
WARRANTIES; COVENANTS


 


11.                                 Mutual Representations. 
Each of the Parties hereby represents and warrants, with respect to
itself, that (a) the execution and delivery of this Settlement Agreement
and the performance by such Party of its obligations hereunder has been duly
authorized by all necessary action on the part of such Party and this
Settlement Agreement has been duly executed and delivered by such Party and
constitutes the valid and binding obligation of such Party, enforceable against
it in accordance with its terms and (b) the execution, delivery and
performance of this Settlement Agreement by such Party and the consummation of
the transactions contemplated hereby, do not and will not (i) violate the
organizational documents of such Party, (ii) violate any requirements of
law or (iii) result in a material breach or default under any agreement or
contract of such Party, or under any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority, applicable to such Party
or any of its properties.  Each Party
acknowledges and represents that, except as expressly set forth in this
Settlement Agreement, no promise, agreement, or representation has been made in
connection with this Settlement Agreement; nor has any other promise, agreement
or representation been relied upon by such Party in executing this Settlement
Agreement.


 


12.                                 Certification Covenant. 
Within 120 days after the end of each fiscal year of IR until the
termination of the Non-Compete Period, IR shall deliver to Vishay a
certificate, executed by an 


 


13

















 


authorized officer of IR and substantially in the form
of Exhibit D attached hereto,
certifying as to IR’s compliance with Section 8(a) of this Settlement
Agreement, and with Sections 12.1(g)(i)(C), 12.1(g)(iv) and the last
sentence of Section 12.1(b) of the Master Purchase Agreement (after
giving effect to the modifications set forth in this Settlement Agreement).


 


D                                       MISCELLANEOUS


 


13.                                 Payment.  The
Settlement Payments shall be treated for Tax purposes as an adjustment of the
Purchase Price to the extent such characterization is proper or permissible
under relevant Tax Law, including court decisions, statutes, regulations and
administrative promulgations.


 


14.                                 Effect of Amendment. Except as expressly otherwise provided
by this Settlement Agreement, each of the Master Purchase Agreement and the
Transaction Documents (including the Tax Matters Agreement) shall remain
unmodified and in full force and effect in accordance with their respective
terms.


 


15.                                 Third Party Beneficiaries. 
Except as otherwise contemplated herein, the terms and provisions of
this Settlement Agreement are intended solely for the benefit of the Parties
hereto and their respective successors or permitted assigns, and it is not the
intention of the Parties to confer third-party beneficiary rights upon any
other person.


 


16.                                 Amendments.  Any
modification or amendment to this Settlement Agreement shall be effective only
if in writing and executed by each Party hereto.


 


17.                                 Expenses.  Each Party
will pay its own costs and expenses, including attorneys’ fees, incurred in
connection with the disputes that are settled in this Settlement Agreement and
the negotiation, preparation and implementation of this Settlement Agreement.


 


18.                                 Headings.  The headings
used in this Settlement Agreement have been inserted for convenience of
reference only and do not define or limit the provisions hereof.


 


19.                                 Governing Law. 
This Settlement Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
conflicts of laws principles thereof.


 


20.                                 Enforcement. Nothing in this Settlement Agreement or
in its releases will affect the right of either Party (a) to enforce the
terms of this Settlement Agreement, including seeking equitable remedies for
any breach or threatened breach hereof and (b) to assert defenses with
respect to Vishay Unreleased Matters (in the case of IR) or IR Unreleased
Matters (in the case of Vishay), as the case may be.


 


21.                                 Public Announcements. 
Subject to Section 5 hereof, each of the Parties shall (a) obtain
the other Party’s prior approval of any press release to be issued on or after
the date hereof announcing or in any way relating to this Settlement Agreement
or the transactions contemplated hereby and (b) cooperate, coordinate and
consult with the other Party in advance in order to obtain confidential
treatment from the SEC, to the extent possible, in connection with any
disclosure and filing obligations related to this Settlement Agreement required
under applicable law.


 


14

















 


22.                                 Counterparts. This Settlement Agreement may be signed
in counterparts, each of which upon execution and delivery shall be considered
an original and all of which together shall constitute one agreement. Signed
and delivered facsimile (or email with PDF attachments) copies of this
Settlement Agreement will legally bind the Parties to the same extent as
original documents.


 


[Signature Page Follows]


 


15

















 


IN WITNESS WHEREOF, the
Parties hereto have caused this Settlement Agreement to be executed by their
duly authorized officers or representatives as of the date first written above.


 


 


	
   

  	
  VISHAY INTERTECHNOLOGY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. Lior E.
  Yahalomi

  
	
   

  	
  Name:

  	
  Dr. Lior E.
  Yahalomi

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL RECTIFIER
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Oleg Khaykin

  
	
   

  	
  Name:

  	
  Oleg Khaykin

  
	
   

  	
  Title:

  	
  Chief Executive
  Officer