**EXHIBIT10.17**

**FORM OF CHANGE IN CONTROLAGREEMENT**

**POWER-ONE,INC.CHANGE IN CONTROL SEVERANCE AGREEMENT**

**THISCHANGE IN CONTROL SEVERANCE AGREEMENT** is made and entered into by and between Power-One,Inc., a Delaware corporation (hereinafter referred to as the “Company”) and                            (hereinafter referred to as the “Executive”).

**RECITALS**

A.                                   The Board of Directors of the Company hasapproved the Company entering into a severance agreement with the Executive.

B.                                     The Executive is a key executive of theCompany.

C.                                     Should the possibility of a Change inControl of the Company arise, the Board believes it imperative that the Companyand the Board should be able to rely upon the Executive to continue in hisposition, and that the Company should be able to receive and rely upon theExecutive’s advice, if requested, as to the best interests of the Company andits stockholders without concern that the Executive might be distracted by thepersonal uncertainties and risks created by the possibility of a Change inControl.

D.                                    Should the possibility of a Change inControl arise, in addition to his regular duties, the Executive may be calledupon to assist in the assessment of such possible Change in Control, advisemanagement and the Board as to whether such Change in Control would be in thebest interests of the Company and its stockholders, and to take such otheractions as the Board might determine to be appropriate.

**NOWTHEREFORE**, tohelp assure the Company that it will have the continued dedication of theExecutive and the availability of his advice and counsel notwithstanding thepossibility, threat, or occurrence of a Change in Control of the Company, andto induce the Executive to remain in the employ of the Company in the face ofthese circumstances and for other good and valuable consideration, the Companyand the Executive agree as follows:

**Article 1.**                                            Term

This Agreementshall be effective as of **[                       ]**(the “Effective Date”).  This Agreementwill continue in effect through **[                       ]**.  However, at the end of such one (1) yearperiod and, if extended, at the end of each additional year thereafter, theterm of this Agreement shall be extended automatically for one (1) additionalyear, unless the Committee delivers written notice at least six (6) monthsprior to the end of such term, or extended term, to the Executive that thisAgreement will not be extended, and if such notice is timely given thisAgreement will terminate at the end of the term then in progress; provided,however, that this provision for automatic extension shall have noapplication following a Change in Control.

However, in theevent a Change in Control occurs during the original or any extended term, thisAgreement will remain in effect for the longer of: (i) twenty-four (24) monthsbeyond

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the month in which suchChange in Control occurred; or (ii) until all obligations of the Companyhereunder have been fulfilled, and until all benefits required hereunder havebeen paid to the Executive.  Any subsequentChange in Control (“Subsequent Change in Control”) that occurs during theoriginal or any extended term shall also continue the term of this Agreementuntil the later of: (i) twenty-four (24) months beyond the month in which suchSubsequent Change in Control occurred; or (ii) until all obligations of theCompany hereunder have been fulfilled, and until all benefits requiredhereunder have been paid to the Executive; provided, however,that if a Subsequent Change in Control occurs, it shall only be considered aChange in Control under this Agreement if it occurs no later than twenty-four(24) months after the immediately preceding Change in Control or SubsequentChange in Control.

**Article 2.**                                            ERISA

This Agreement isintended as part of a severance program of the Company that constitutes (i) apension plan within the meaning of Section 3(2) of ERISA, and (ii) an unfundedpension plan maintained by the Company for a select group of management orhighly compensated employees within the meaning of Department of LaborRegulation 2520.104-23 promulgated under ERISA, and Sections 201, 301, and 401of ERISA.

**Article 3.**                                            Definitions

Whenever used inthis Agreement, the following terms shall have the meanings set forth belowand, when the meaning is intended, the initial letter of the word iscapitalized:

(a)                                  “Agreement” means this Change in ControlSeverance Agreement.

(b)                                 “Base Salary” means the salary of recordpaid to the Executive by the Company as annual salary (whether or notdeferred), but excludes amounts received under incentive or other bonus plans.

(c)                                  “Beneficial Owner” shall have the meaningascribed to such term in Rule 13d-3 of the General Rules and Regulations underthe Exchange Act.

(d)                                 “Beneficiary” means the persons orentities designated or deemed designated by the Executive pursuant to Section11.2.

(e)                                  “Board” means the Board of Directors ofthe Company.

(f)                                    “Cause” means the occurrence of either orboth of the following:

(i)                                     the Executive’s conviction for committingan act of fraud, embezzlement, theft, or other act constituting a felony (otherthan traffic related offenses or as a result of vicarious liability); or

(ii)                                  the willful engaging by the Executive inmisconduct that is significantly injurious to the Company.  However, no act or failure to act, on theExecutive’s part shall be considered “willful” unless done, or omitted to bedone, by the Executive not in good faith and without reasonable belief that theExecutive’s action or omission was in the best interest of the Company.

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(g)                                 “Change in Control” of the Company shallbe deemed to have occurred as of the first day that any one or more of thefollowing conditions shall have been satisfied:

(i)                                     Any Person (other than those Persons incontrol of the Company as of the Effective Date) becomes the Beneficial Owner,directly or indirectly, of securities of the Company representing twentypercent (20%) or more of either (1) the then-outstanding shares of common stockof the Company (the “OutstandingCompany Common Stock”) or (2) the combined voting power of thethen-outstanding voting securities of the Company entitled to vote generally inthe election of directors (the “OutstandingCompany Voting Securities”); provided, however, that, forpurposes of this clause (i), the following acquisitions shall not constitute aChange in Control: (A) any acquisition directly from the Company, (B) anyacquisition by the Company, (C) any acquisition by any employee benefit plan(or related trust) sponsored or maintained by the Company or any affiliate ofthe Company or a successor, or (D) any acquisition by any entity pursuant to atransaction that complies with Sections (g)(ii), (iii) and (iv) below; furtherprovided, that, creditors of the Company who become stockholders of theCompany in connection with any bankruptcy of the Company under the laws of theUnited States shall not, by virtue of such bankruptcy, be deemed a “group” or asingle Person for the purposes of this clause (i) (provided that any oneof such creditors may trigger a Change in Control pursuant to this clause (i)if such creditor’s ownership of Company securities equals or exceeds theforegoing threshold);

(ii)                                  On any day after the Effective Date (the “MeasurementDate”) Continuing Directors cease for any reason to constitute either: (1) ifthe Company does not have a Parent, a majority of the Board; or (2) if theCompany has a Parent, a majority of the Board of Directors of the ControllingParent.  A director is a “ContinuingDirector” if he or she either:

(1)                                  was a member of the Board on the applicableInitial Date (an “Initial Director”); or

(2)                                  was elected to the Board (or the Board ofDirectors of the Controlling Parent, as applicable), or was nominated forelection by the Company’s or the Controlling Parent’s stockholders, by a voteof at least two-thirds (2/3) of the Initial Directors then in office.

A member of theBoard (or Board of Directors of the Controlling Parent, as applicable) who wasnot a director on the applicable Initial Date shall be deemed to be an InitialDirector for purposes of clause (2) above if his or her election, or nominationfor election by the Company’s or the Controlling Parent’s stockholders, wasapproved by a vote of at least two-thirds (2/3) of the Initial Directors(including directors elected after the applicable Initial Date who are deemedto be Initial Directors by application of this provision) then in office; providedthat such member of the Board shall not be deemed to be an Initial Director ifhis or her initial assumption

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of office occursas a result of an actual or threatened election contest with respect to theelection or removal of directors or other actual or threatened solicitation ofproxies or consents by or on behalf of a Person other than the Board.

“Initial Date”means the later of (1) the Effective Date or (2) the date that is two (2) yearsbefore the Measurement Date.

(iii)                               Consummation of a reorganization, merger, statutoryshare exchange or consolidation or similar corporate transaction involving theCompany or any of its subsidiaries, a sale or other disposition of all orsubstantially all of the assets of the Company, or the acquisition of assets orstock of another entity by the Company or any of its subsidiaries (each, a “BusinessCombination”), in each case unless, following such Business Combination, (1)all or substantially all of the individuals and entities that were theBeneficial Owners of the Outstanding Company Common Stock and the OutstandingCompany Voting Securities immediately prior to such Business CombinationBeneficially Own, directly or indirectly, more than sixty percent (60%) of thethen-outstanding shares of common stock and the combined voting power of thethen-outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the entity resulting from such BusinessCombination (including, without limitation, an entity that, as a result of suchtransaction, is a Parent of the Company or the successor of the Company) insubstantially the same proportions as their ownership immediately prior to suchBusiness Combination of the Outstanding Company Common Stock and theOutstanding Company Voting Securities, as the case may be, (2) no Person(excluding any entity resulting from such Business Combination or a Parent ofthe Company or any successor of the Company or any employee benefit plan (orrelated trust) of the Company or such entity resulting from such BusinessCombination or a Parent of the Company or the successor entity) BeneficiallyOwns, directly or indirectly, twenty percent (20%) or more of, respectively,the then-outstanding shares of common stock of the entity resulting from suchBusiness Combination or the combined voting power of the then-outstandingvoting securities of such entity, except to the extent that the ownership inexcess of twenty percent (20%) existed prior to the Business Combination, and(3) a Change in Control is not triggered pursuant to clause (ii) above withrespect to the Company (including any successor entity) or any Parent of theCompany (or the successor entity).

(iv)                              A complete liquidation or dissolution ofthe Company other than in the context of a transaction that does not constitutea Change in Control of the Company under clause (iii) above.

Notwithstandingthe foregoing, in no event shall a transaction or other event that occurredprior to the Effective Date constitute a Change in Control.  Notwithstanding anything to the contrary inclause (iii) above to the contrary, a change in ownership of the Companyresulting from creditors of the Company

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becomingstockholders of the Company in connection with any bankruptcy of the Companyunder the laws of the United States shall not trigger a Change in Controlpursuant to clause (iii) above.

(h)                                 “Code” means the United States InternalRevenue Code of 1986, as amended.

(i)                                     “Committee” means the CompensationCommittee of the Board, or any other committee appointed by the Board toperform the functions of the Compensation Committee.

(j)                                     “Company” means Power-One, Inc., aDelaware corporation (including, for purposes of determining whether theExecutive is employed by the Company, any and all subsidiaries specified by theCommittee), or any successor thereto as provided in Article 10.

(k)                                  “Controlling Parent” means the Company’sParent so long as a majority of the voting stock or voting power of that Parentis not Beneficially Owned, directly or indirectly through one or moresubsidiaries, by any other Person.  Inthe event that the Company has more than one “Parent,” then “Controlling Parent”shall mean the Parent of the Company the majority of the voting stock or votingpower of which is not Beneficially Owned, directly or indirectly through one ormore subsidiaries, by any other Person.

(l)                                     “Disability” means disability as definedin the Company’s long-term disability plan in which the Executive participatesat the relevant time or, if the Executive does not participate in a Companylong-term disability plan at the relevant time, such term shall mean a “permanentand total disability” within the meaning of Section 22(e)(3) of the Code.

(m)                               “Effective Date” has the meaning given tosuch term in Article 1 hereof.

(n)                                 “Effective Date of Termination” means thedate on which a Qualifying Termination occurs.

(o)                                 “ERISA” means the Employee RetirementIncome Security Act of 1974, as amended.

(p)                                 “Exchange Act” means the United StatesSecurities Exchange Act of 1934, as amended.

(q)                                 “Executive” means the individualidentified in the first sentence, and on the signature page, of this Agreement.

(r)                                    “Good Reason” means, without theExecutive’s express written consent, the occurrence of any one or more of thefollowing:

(i)                                     A material reduction in the nature orstatus of the Executive’s authorities, duties, and/or responsibilities, (whensuch authorities, duties, and/or responsibilities are viewed in the aggregate)from their level in effect on the

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dayimmediately prior to the start of the Protected Period, other than aninsubstantial and inadvertent act that is remedied by the Company promptlyafter receipt of notice thereof given by the Executive; provided that ifthe Executive is a vice president, for purposes of the preceding phrase theExecutive’s loss of vice president status (other than a promotion to a higherlevel officer) will constitute Good Reason. In addition, Good Reason will be deemed to exist if the Executive’sreporting relationship is diminished from the Executive’s reportingrelationship in effect on the day immediately prior to the start of theProtected Period (for example, if the Executive reports directly to the Company’sChief Executive Officer on the day immediately prior to the start of theProtected Period, Good Reason will be deemed to exist if the Executive’sreporting relationship is changed such that the Executive no longer reportsdirectly to the Chief Executive Officer of the Company or any Parent ordirectly to the Board of Directors of the Company or any Parent).  The change in status of the Company from apublicly-traded company to a company the securities of which are notpublicly-traded (including any related termination of the Company’s reportingobligations under the Exchange Act) shall not, in and of itself, constituteGood Reason or a material reduction in the nature or status of the Executive’sauthorities, duties, and/or responsibilities.

(ii)                                  A reduction by the Company in theExecutive’s Base Salary as in effect immediately prior to the start of theProtected Period or as the same shall be increased from time to time.

(iii)                               A significant reduction by the Company ofthe Executive’s aggregate incentive opportunities under the Company’s shortand/or long-term incentive programs, as such opportunities exist immediatelyprior to the start of the Protected Period, or as such opportunities may beincreased from time to time.  For thispurpose, a significant reduction in the Executive’s incentive opportunitiesshall be deemed to have occurred in the event his targeted annualized awardopportunities and/or the degree of probability of attainment of such annualizedaward opportunities are materially diminished by the Company from the levelsand probability of attainment that existed immediately prior to the start ofthe Protected Period.  If the Company hasa Parent, a significant reduction of the Executive’s aggregate incentiveopportunities under the Company’s short and/or long-term incentive programsshall not be deemed to have occurred if there is an across-the-boardreduction in or elimination of any such program which similarly affects allexecutives of the Company and the reduced or eliminated incentives are replacedby a similar program of a Parent.

(iv)                              The failure of the Company to maintain(x) the Executive’s relative level of coverage and accruals under the Company’semployee benefit and/or retirement plans, policies, practices, or arrangementsin which the Executive participates immediately prior to the start of theProtected Period, both in terms of the amount of benefits provided, and amountsaccrued and

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(y)the relative level of the Executive’s participation in such plans, policies, practices,or arrangements on a basis at least as beneficial as, or substantiallyequivalent to, that on which the Executive participated in such plansimmediately prior to the start of the Protected Period.  For this purpose, the Company may eliminateand/or modify existing programs and coverage levels; provided, however,that the Executive’s level of coverage under all such programs must be at leastas great as is provided to executives who have the same or lesser levels ofreporting responsibilities within the Company’s organization.

(v)                                 The failure of the Company to obtain asatisfactory agreement from any successor to the Company to assume and agree toperform this Agreement, as contemplated in Article 10.

(vi)                              Any purported termination by the Companyof the Executive’s employment that is not effected pursuant to a Notice ofTermination satisfying the requirements of Section 4.6 and for purposes of thisAgreement, no such purported termination shall be effective.

(vii)                           The Executive is informed by the Company that hisprincipal place of employment for the Company will be relocated to a locationthat is greater than thirty-five (35) miles away from the Executive’s principalplace of employment for the Company at the start of the corresponding ProtectedPeriod; provided that, if the Company communicates an intended effectivedate for such relocation, in no event shall Good Reason exist pursuant to thisclause (vii) more than ninety (90) days before such intended effective date.

TheExecutive’s right to terminate employment for Good Reason shall not be affectedby the Executive’s incapacity due to physical or mental illness.  The Executive’s continued employment shallnot constitute a consent to, or a waiver of rights with respect to, anycircumstances constituting Good Reason herein; provided, however,that if the Executive does not terminate employment and claim Good Reason forsuch termination within ninety (90) days after the Executive has knowledge ofan event or circumstance that would constitute Good Reason, then the Executiveshall be deemed to have waived his right to claim Good Reason as to thatspecific fact or circumstance (except that the event or circumstance may beconsidered for purposes of determining whether any subsequent, separate, eventor circumstance constitutes Good Reason; for example, and without limitation, areduction in the Executive’s authorities that is deemed waived by operation ofthis clause may be considered for purposes of determining whether anysubsequent reduction in the Executive’s authorities (when taken intoconsideration with the first reduction) constitutes a “material reduction” inthe nature or status of the Executive’s authorities from their level in effecton the day immediately prior to the start of the Protected Period).

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(s)                                  “Parent” means an entity thatBeneficially Owns a majority of the voting stock or voting power of theCompany, or all or substantially all of the Company’s assets, directly orindirectly through one or more subsidiaries.

(t)                                    “Qualifying Termination” has the meaninggiven to such term in Section 4.2(a).

(u)                                 “Severance Benefits” means the paymentsand/or benefits provided in Section 4.3.

**Article 4.**                                            Severance Benefits

**4.1.****                   ****Right to Severance Benefits**. The Executive shall be entitled to receive from the Company SeveranceBenefits, as described in Section 4.3, if the Executive has incurred aQualifying Termination.

The Executive shall notbe entitled to receive Severance Benefits if his employment terminates(regardless of the reason) before the Protected Period (as such term is definedin Section 4.2(c)) corresponding to a Change in Control of the Company or morethan twenty-four (24) months after the date of a Change in Control of theCompany.

**4.2.****                   ****Qualifying Termination**.

(a)                                  Subject to Sections 4.2(d), 4.4, and 4.5,the occurrence of any one or more of the following events within the ProtectedPeriod corresponding to a Change in Control of the Company, or withintwenty-four (24) calendar months following the date of a Change in Control ofthe Company shall constitute a “Qualifying Termination”:

(i)                                     An involuntary termination of theExecutive’s employment by the Company for reasons other than Cause;

(ii)                                  A voluntary termination of employment bythe Executive for Good Reason;

(iii)                               A successor company fails or refuses to assume bywritten instrument the Company’s obligations under this Agreement, as requiredby Article 10; or

(iv)                              The Company or any successor companyrepudiates or breaches any of the provisions of this Agreement.

(b)                                 If more than one of the events set forthin Section 4.2(a) occurs, such events shall constitute but a single QualifyingTermination and the Executive shall be entitled to but a single payment of theSeverance Benefits.

(c)                                  The “Protected Period” corresponding to aChange in Control of the Company shall be a period of time determined inaccordance with the following:

(i)                                     If the Change in Control is triggered bya tender offer for shares of the Company’s stock or by the offeror’sacquisition of shares pursuant to such a tender offer, the Protected Periodshall commence on the date of the initial tender offer and shall continuethrough and including the date of the Change in Control; provided thatin no case will the Protected Period

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commenceearlier than the date that is six (6) months prior to the Change in Control.

(ii)                                  If the Change in Control is triggered bya merger, consolidation, or reorganization of the Company with or involving anyother corporation, the Protected Period shall commence on the date that seriousand substantial discussions first take place to effect the merger,consolidation, or reorganization and shall continue through and including thedate of the Change in Control; provided that in no case will theProtected Period commence earlier than the date that is six (6) months prior tothe Change in Control.

(iii)                               In the case of any Change in Control not described inclause (i) or (ii) above, the Protected Period shall commence on the date thatis six (6) months prior to the Change in Control and shall continue through andincluding the date of the Change in Control.

(d)                                 Notwithstanding anything else containedherein to the contrary, the Executive’s termination of employment on account ofreaching mandatory retirement age, as such age may be defined from time to timein policies adopted by the Company prior to the commencement of the ProtectedPeriod, and consistent with applicable law, shall not be a QualifyingTermination.

(e)                                  Notwithstanding anything else containedherein to the contrary (other than those provisions that contain an expressexception to this Section 4.2(e)), the Executive’s Severance Benefits underthis Agreement shall be reduced by the severance benefits (including, withoutlimitation, any other change-in-control severance benefits and any other severancebenefits generally) that the Executive may be entitled to under any other plan,program, agreement or other arrangement with the Company (including, withoutlimitation, any such benefits provided for by an employment agreement).  For purposes of the foregoing, any cashseverance benefits payable to the Executive under any other plan, program,agreement or other arrangement with the Company shall offset the cash severancebenefits otherwise payable to the Executive under this Agreement on a dollar-for-dollarbasis.  For purposes of the foregoing,non-cash severance benefits to be provided to the Executive under any otherplan, program, agreement or other arrangement with the Company shall offset anycorresponding benefits otherwise to be provided to the Executive under thisAgreement or, if there are no corresponding benefits otherwise to be providedto the Executive under this Agreement, the value of such benefits shall offsetthe cash severance benefits otherwise payable to the Executive under thisAgreement on a dollar-for-dollar basis. If the amount of other benefits to be offset against the cash severancebenefits otherwise payable to the Executive under this Agreement in accordancewith the preceding two sentences exceeds the amount of cash severance benefitsotherwise payable to the Executive under this Agreement, then the excess may beused to offset other non-cash severance benefits otherwise to be provided tothe Executive under this Agreement on a dollar-for-dollar basis.  For purposes of this paragraph, the Committeeshall reasonably determine the value of any non-cash benefits.

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**4.3.****                   ****Description of Severance Benefits**. In the event that the Executive becomes entitled to receive SeveranceBenefits, as provided in Sections 4.1 and 4.2, the Company shall pay to theExecutive and provide him with the following:

(a)                                  An amount equal to **[2x for CEO and COO; 1x for othernamed executive officers] times**the Executive’s highest annualized rate of Base Salaryin effect at any time after the commencement of the Protected Period and on orbefore the Effective Date of Termination.

(b)                                 An amount equalto **[2xfor CEO and COO; 1x for other named executive officers]**the highest aggregatebonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Companyimmediately preceding Executive’s Effective Date of Termination.

(c)                                  A continuation of the Executive’s medicalcoverage, dental coverage, and group term life insurance for the Executive, hisspouse, and his eligible dependents for the **[2 for CEO and COO; 1 for othernamed executive officers]** year(s) following the Executive’s Effective Date ofTermination; provided that such continuation of coverage shall runconcurrently with COBRA continuation or similar state law continuation periods;and provided further that the continuation of such coverage shall bediscontinued prior to the end of the **[2 for CEO and COO; 1 for other named executiveofficers]**year period in the event the Executive has available substantially similarbenefits from a subsequent employer, as reasonably determined by theCommittee.  Except as provided in thenext sentence, such benefits shall be provided to the Executive at the samepremium cost, and at the same coverage level, as in effect as of the Executive’sEffective Date of Termination.  However,in the event the premium cost and/or level of coverage shall change for allemployees of the Company, the cost and/or coverage level, likewise, shallchange for the Executive in a corresponding manner.  The continuation of coverage for the periodcontemplated by this Section 4.3(c) shall be coordinated with and paidsecondary to any benefits that the Executive, his spouse, or his dependentreceives from another employer or from Medicare (following the Executive’s, hisspouse’s, and/or his dependent’s entitlement to Medicare benefits) to themaximum extent permissible under relevant law.

(d)                                 A lump-sum cash amount equal to theportion of the Executive’s account under the Company’s qualified retirementplan (including, without limitation, any 401(k) matching contributions) thathas not become vested under the terms of such plan as of the Effective Date ofTermination.

(e)                                  A lump-sum cash amount equal to theportion of the Executive’s account under any Company nonqualified deferredcompensation or other supplemental retirement plan that has not become vestedunder the terms of such plan as of the Effective Date of Termination.

(f)                                    If any stock option, restricted stock, orother equity or equity-based award granted by the Company to the Executive issubject to a vesting schedule and does not automatically become fully vestedupon or in connection with the termination of the Executive’s employment withthe Company or the related Change in Control

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event,the portion of such award that was scheduled to vest (assuming that theExecutive continued to be employed by the Company) at any time within the **[2 for CEO and COO; 1 for othernamed executive officers]******yearperiod following the Effective Date of Termination shall automatically becomevested as of the Effective Date of Termination; provided, however,that any portion of such award remaining unvested after giving effect to theforegoing clause shall immediately terminate upon the Effective Date ofTermination.  In the event that theEffective Date of Termination occurs during the Protected Period related to a Changein Control and a portion of a stock option or other award referred to in thepreceding sentence is deemed to become vested in connection with thetermination of the Executive’s employment pursuant to the preceding sentence,and such portion of the award would otherwise terminate or expire upon or priorto the date of the related Change in Control, the Executive shall be given areasonable opportunity to exercise such accelerated portion of the option orother award before it terminates.

(g)                                 The Company shall pay or reimburse theExecutive for up to $15,000 of outplacement services obtained by the Executiveduring the twelve (12) month period following the Effective Date ofTermination.

**4.4.****                   ****Termination Due to Disability,Death or Retirement**.  Termination of the Executive’s employment dueto the Executive’s death or Disability is not a Qualifying Termination.  However, if immediately prior to thecondition or event leading to, or the commencement of, the Disability of theExecutive (but not the death of the Executive), the Executive would haveexperienced a Qualifying Termination if he had terminated at that time, thenupon termination of his employment for Disability he shall be entitled to thebenefits provided by this Agreement for a Qualifying Termination.  A voluntary termination of employment by theExecutive due to the Executive’s retirement is not a QualifyingTermination.  However, if immediatelyprior to the Executive’s retirement (but not death), the Executive would haveexperienced a Qualifying Termination if he had terminated at that time, thenupon his retirement he shall (subject to Section 4.2(d)) be entitled to thebenefits provided by this Agreement for a Qualifying Termination.

**4.5.****                   ****Termination for Cause or by theExecutive Other Than for Good Reason**   Terminationof the Executive’s employment by the Company for Cause or by the Executiveother than for Good Reason does not constitute a Qualifying Termination.

**4.6.****                   ****Notice of Termination**. Any termination by the Company for Cause or by the Executive for GoodReason shall be communicated by a Notice of Termination.  For purposes of this Agreement, a “Notice ofTermination” shall mean a written notice which shall indicate the specifictermination provision in this Agreement relied upon, and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated.

**Article5.**                                            Form and Timing of Severance Benefits;Tax Withholding;

**5.1.****                   ****Form and Timing of SeveranceBenefits**.  The Severance Benefits described in Section4.3(a), 4.3(b), 4.3(d) and 4.3(e) shall be paid in cash to the Executive in asingle lump sum as soon as practicable following the Effective Date ofTermination, but in no event beyond thirty (30) days from such date.

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**5.2.****                   ****Withholding of Taxes**. The Company shall be entitled to withhold from any amounts payable underor pursuant to this Agreement all taxes as legally shall be required(including, without limitation, any United States Federal taxes, and any otherstate, city, or local taxes).

**Article 6.**                                            Section 280G Potential Cut-Back

**6.1.****                   ****Cut-Back**. Notwithstanding anything contained in this Agreement to the contrary, tothe extent that any payment or distribution of any type to or for the Executiveby the Company or any of its affiliates, whether paid or payable or distributedor distributable pursuant to the terms of this Agreement or otherwise(including, without limitation, any accelerated vesting of stock options orrestricted stock granted by the Company pursuant to this Agreement orotherwise) (collectively, the “Total Payments”) is or will be subject to theexcise tax imposed under Section 4999 of the Code (which reference includes,for purposes of this Agreement, any similar successor provision to Section4999), then the Total Payments shall be reduced (but not below zero) so thatthe maximum amount of the Total Payments (after reduction) shall be one dollar($1.00) less than the amount which would cause the Total Payments to be subjectto the excise tax imposed by Section 4999 of the Code.  Unless the Executive shall have given priorwritten notice to the Company to effectuate a reduction in the Total Paymentsif such a reduction is required, the Company shall reduce or eliminate theTotal Payments by first reducing or eliminating any cash severance benefits,then by reducing or eliminating any accelerated vesting of stock options, thenby reducing or eliminating any accelerated vesting of restricted stock, then byreducing or eliminating any other remaining Total Payments.  The preceding provisions of this Section 6.1shall take precedence over the provisions of any other plan, arrangement oragreement governing the Executive’s rights and entitlements to any benefits orcompensation; provided, however, that if the Executive is a partyto a written employment or other written agreement with the Company thatcontains express provisions for a so-called “gross-up” payment to the extentthat excise taxes are imposed under Section 4999 of the Code, the Section 280Gand/or Section 4999 provisions of such employment or other agreement shallcontrol.

**6.2.****                   ****Determination**. Any determination that Total Payments to the Executive must be reducedor eliminated in accordance with the forgoing provisions of this Section 6 andthe assumptions to be utilized in arriving at such determination, shall be madeby a nationally recognized accounting firm or consulting firm with experiencein such matters selected by the Company (the “Accounting Firm”), which shallprovide detailed supporting calculations both to the Company and the Executivewithin fifteen (15) business days after the date such calculation is requestedby the Company or the Executive.  In theevent that the Accounting Firm is serving as accountant or auditor for theindividual, entity or group effecting the Change in Control, the Executiveshall appoint another nationally recognized accounting or consulting firm withexperience in such matters to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firmhereunder).  All fees and expenses of theAccounting Firm shall be borne solely by the Company.  If a reduction or elimination of TotalPayments to the Executive in accordance with the foregoing is necessary basedon the Accounting Firm’s determination, the Accounting Firm shall furnish theExecutive with a written opinion that failure to limit the amount of the TotalPayments would result in the imposition of a tax under Section 4999 of the Code.  Any determination by the Accounting Firmshall be binding upon the Company and the Executive.  As a result of the uncertainty in theapplication of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible that

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Total Payments to theExecutive which will not have been made by the Company should have been made (“Underpayment”).  The Accounting Firm shall determine theamount of the Underpayment that has occurred and any such Underpayment shall bepromptly paid by the Company to or for the benefit of the Executive.  In the event that any Total Payment made tothe Executive shall be determined by the Accounting Firm to result in theimposition of any tax under Section 4999 of the Code, the Executive shallpromptly repay the amount of such excess to the Company together with intereston such amount (at the same rate as is applied to determine the present valueof payments under Section 280G or any successor thereto), from the date thereimbursable payment was received by the Executive to the date the same isrepaid to the Company.

**Article 7.**                                            The Company’s Payment Obligation

**7.1.****                   ****Payment of Obligations Absolute**. Except as provided in Sections 4.2(e) and 5.2 and in Article 6, theCompany’s obligation to make the payments and the arrangements provided forherein shall be absolute and unconditional, and shall not be affected by anycircumstances, including, without limitation, any offset, counterclaim,recoupment, defense, or other right which the Company may have against theExecutive or anyone else.  All amountspayable by the Company hereunder shall be paid without notice or demand.  Each and every payment made hereunder by the Companyshall be final, and the Company shall not seek to recover all or any part ofsuch payment from the Executive or from whoever may be entitled thereto, forany reasons whatsoever, except as otherwise provided in Article 6 or Article 9.

The Executive shall notbe obligated to seek other employment in mitigation of the amounts payable orarrangements made under any provision of this Agreement, and the obtaining ofany such other employment shall in no event effect any reduction of the Company’sobligations to make the payments and arrangements required to be made underthis Agreement, except to the extent provided in Section 4.3(c).

**7.2.****                   ****Contractual Right to Benefits**. This Agreement establishes and vests in the Executive a contractualright to the benefits to which he or she is entitled hereunder.  The Company expressly waives any ability, ifpossible, to deny liability for any breach of its contractual commitmenthereunder upon the grounds of lack of consideration, accord and satisfaction orany other defense.  In any disputearising after a Change in Control as to whether the Executive is entitled tobenefits under this Agreement, there shall be a presumption that the Executiveis entitled to such benefits and the burden of proving otherwise shall be onthe Company.  However, nothing hereincontained shall require or be deemed to require, or prohibit or be deemed toprohibit, the Company to segregate, earmark, or otherwise set aside any fundsor other assets, in trust or otherwise, to provide for any payments to be madeor required hereunder.

**7.3.****                   ****Pension Plans; Duplicate Benefits**. All payments, benefits and amounts provided under this Agreement shallbe in addition to and not in substitution for any pension rights under theCompany’s tax-qualified pension plan, supplemental retirement plans,nonqualified deferred compensation plans, and any disability, workers’compensation or other Company benefit plan distribution that the Executive isentitled to at his Effective Date of Termination.  Notwithstanding the foregoing, this Agreementshall not create an inference that any duplicate payments shall berequired.  No payments made pursuant tothis Agreement shall be considered compensation for purposes of any suchbenefit plan.  Payment of the Executive’saccrued and unpaid Base Salary and accrued vacation pay through the Executive’sEffective Date of Termination shall be deemed to not

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duplicate any benefitcontemplated by this Agreement and shall not result in an offset pursuant toSection 4.2(e).  If the acceleration ofvesting, lapse of restrictions and/or payout provisions triggered by a Changein Control as to any award held by the Executive under any long-term incentiveplan are more favorable to the Executive as to that award than the provisionsof Section 4.3(f), the provisions more favorable to the Executive shallcontrol; provided that if the provisions of such a plan are morefavorable to the Executive in the circumstances and the provisions of such planare deemed to control as to an award, Section 4.3(f) shall not be applied toprovide any duplicate benefits or result in any greater vesting as to the awardthan the provisions of such plan.

**Article 8.**                                            Trade Secrets; Non-Solicitation andNon-Disparagement

By executing thisAgreement and again by receiving any benefits provided for by this Agreement,the Executive agrees follows:

(a)                                  In the course of performing his dutiesfor the Company, the Executive will receive, and acknowledges that he or shehas received, confidential information, including without limitation,information not available to competitors relating to the Company’s existing andcontemplated financial plans, products, business plans, operating plans,research and development information, and customer information, all of which ishereinafter referred to as “Trade Secrets.” The Executive agrees that he or she will not, either during hisemployment or subsequent to the termination of his employment with the Company,directly or indirectly disclose, publish or otherwise divulge any Trade Secretof the Company or any of its affiliates to anyone outside the Company, or usesuch information in any manner which would adversely affect the business orbusiness prospects of the Company, without prior written authorization from theCompany to do so.  The Executive furtheragrees that if, at the time of the termination of his employment with theCompany, he is in possession of any documents or other written or electronicmaterials constituting, containing or reflecting Trade Secrets, the Executivewill return and surrender all such documents and materials to the Company uponleaving its employ.  The restrictions andprotection provided for in this Section 8(a) shall be in addition to anyprotection afforded to Trade Secrets by law or equity and in addition to anyprotection afforded to Trade Secrets by any other agreement between theExecutive and the Company.

(b)                                 For a period of one year following thetermination of the Executive’s employment with the Company, the Executive shallnot, directly or indirectly through, aid, assistance or counsel, on theExecutive’s own behalf or on behalf of another person or entity (i) contact,solicit or offer to hire any person who was, within a period of six monthsprior to the termination of the Executive’s employment with the Company,employed by the Company or one of its subsidiaries, or (ii) by any means issueor communicate any private or public statement that may be critical ordisparaging of the Company or any of its affiliates, or any of their respectiveproducts, services, officers, directors or employees.

**Article 9.**                                            Claims Procedure

**9.1.****                   ****Committee Review**. The Executive or, in the event of the Executive’s death, the Executive’sBeneficiary (as applicable, the “Claimant”) may deliver to the Committee awritten

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claim for a determinationwith respect to the amounts distributable to such Claimant from thisAgreement.  Such claim shall be deliveredto the Committee care of the Company in accordance with the notice provisionsof Section 11.6.  If such a claim relatesto the contents of a notice received by the Claimant, the claim must be madewithin sixty (60) days after such notice was received by the Claimant.  All other claims must be made within twohundred and seventy (270) days of the date on which the event that caused theclaim to arise occurred (subject to Section 3(r) as to the timing of certainclaims related to a purported termination for Good Reason).  The claim must state with particularity thedetermination desired by the Claimant.

**9.2.****                   ****Notification of Decision**. The Committee shall consider a Claimant’s claim pursuant to Section 9.1within a reasonable time, but no later than ninety (90) days after receivingthe claim.  If the Committee determinesthat special circumstances require an extension of time for processing theclaim, written notice of the extension shall be furnished to the Claimant priorto the termination of the initial ninety (90) day period.  In no event shall such extension exceed aperiod of ninety (90) days from the end of the initial period.  The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which theCommittee expects to render the benefit determination.  The Committee shall notify the Claimant inwriting:

(c)                                  that the Claimant’s requesteddetermination has been made, and that the claim has been allowed in full; or

(d)                                 that the Committee has reached aconclusion contrary, in whole or in part, to the Claimant’s requesteddetermination, and such notice must set forth in a manner calculated to beunderstood by the Claimant:

(i)                                     the specific reason(s) for the denial ofthe claim, or any part of it;

(ii)                                  specific reference(s) to pertinentprovisions of this Agreement upon which such denial was based;

(iii)                               a description of any additional materialor information necessary for the Claimant to perfect the claim, and anexplanation of why such material or information is necessary;

(iv).                           a statement that the Claimant is entitledto receive, upon request and free of charge, reasonable access to and copiesof, all documents, records and other information relevant (as defined inapplicable ERISA regulations) to the Claimant’s claim for benefits; and

(v)                                 a statement of the Claimant’s right toseek arbitration pursuant to Section 9.4.

**9.3.****                   ****Pre and Post-Change inControl Procedures**.  With respect to claims made prior to the occurrenceof a Change in Control, a Claimant’s compliance with the foregoing provisionsof this Article 9 is a mandatory prerequisite to a Claimant’s right to commencearbitration pursuant to Section 9.4 with respect to any claim for benefitsunder this Agreement.  With respect toclaims made upon and after the occurrence of a Change in Control, the Claimantmay proceed directly to arbitration in accordance with Section 9.4 and need notfirst satisfy the foregoing provisions of this Article 9.

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**9.4.****                   ****Arbitration of Claims**. All claims or controversies arising out of or in connection with thisAgreement, that the Company may have against any Claimant, or that any Claimantmay have against the Company or against its officers, directors, employees oragents acting in their capacity as such, shall, subject to the initial reviewprovided for in the foregoing provisions of this Article 9 that are effectivewith respect to claims brought prior to the occurrence of a Change in Control,be resolved through arbitration as provided in this Section 9.4.  The decision of an arbitrator on any issue,dispute, claim or controversy submitted for arbitration, shall be final andbinding upon the Company and the Claimant and that judgment may be entered onthe award of the arbitrator in any court having proper jurisdiction.  The arbitrator shall review *de novo*any claim previously considered bythe Committee pursuant to Section 9.1.

Except as otherwiseprovided in this procedure or by mutual agreement of the parties, anyarbitration shall be administered: (1) in accordance with the then-currentModel Employment Arbitration Procedures of the American Arbitration Association(“AAA”) before an arbitrator who is licensed to practice law in the state inwhich the arbitration is convened; or (2) if locally available, the JudicialArbitration & Mediation Services, Inc. (“JAMS”), in accordance with theJAMS procedures then in effect.  Theparty who did not initiate the claim can designate between JAMS or AAA (the “Tribunal”).  The arbitration shall be held in the city inwhich the Claimant is or was last employed by the Company in the nearestTribunal office or at a mutually agreeable location.  Pre-hearing and post-hearing procedures maybe held by telephone or in person as the arbitrator deems necessary.

The arbitrator shall beselected as follows: if the parties cannot agree on an arbitrator, the Tribunal(JAMS or AAA) shall then provide the names of nine (9) available arbitratorsexperienced in business employment matters along with their resumes and feeschedules.  Each party may strike allnames on the list it deems unacceptable. If more than one common name remains on the list of all parties, theparties shall strike names alternately until only one remains.  The party who did not initiate the claimshall strike first.  If no common nameremains on the lists of the parties, the Tribunal shall furnish an additionallist or lists until an arbitrator is selected.

The arbitrator shallinterpret this Agreement, any applicable Company policy or rules andregulations, any applicable substantive law (and the law of remedies, ifapplicable) of the state in which the claim arose, or applicable federallaw.  In reaching his or her decision,the arbitrator shall have no authority to change or modify any lawful Companypolicy, rule or regulation, or this Agreement. The arbitrator, and not any federal, state or local court or agency,shall have exclusive and broad authority to resolve any dispute relating to theinterpretation, applicability, enforceability or formation of this Agreement,including but not limited to, any claim that all or any part of this Agreementis voidable.

The arbitration shall beconducted pursuant to California Code of Civil Procedure Sections 1282 *et. seq*.

**9.5.****                   ****Claims Expenses; Legal Fees andExpenses of Executive.**                                         The Company shall advance and bear all reasonableexpenses of any arbitration conducted under this Section 9 and all reasonablelegal fees and expenses incurred by Claimant in pursuing a claim at and throughany stage of review or dispute resolution pursuant to this Section 9; provided,however, that if it is finally determined that the Claimant did notpursue the claim or commence the arbitration in good

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faith and had noreasonable basis therefore, the Claimant shall repay all of Claimant’s legalfees and expenses advanced by the Company and shall reimburse the Company forits reasonable legal fees and expenses in connection therewith (except that, inany event, the Company shall be responsible for payment of the forum costs ofany arbitration hereunder, including the arbitrator’s fee).

**Article 10.**                                     Successors and Assignment

**10.1.****            ****Successors to the Company**. The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation, or otherwise) of all or substantially all ofthe business and/or assets of the Company or of any division or subsidiarythereof (the business and/or assets of which constitute at least fifty percent(50%) of the total business and/or assets of the Company) to expressly assumeand agree to perform the Company’s obligations under this Agreement in the samemanner and to the same extent that the Company would be required to performthem if such succession had not taken place. Failure of the Company to obtain such assumption and agreement in awritten instrument prior to the effective date of any such succession shall bea breach of this Agreement and shall entitle the Executive to compensation fromthe Company in the same amount and on the same terms as they would be entitledto hereunder if they had terminated their employment with the Companyvoluntarily for Good Reason.  Except forthe purpose of implementing the foregoing, the date on which any suchsuccession becomes effective shall be deemed the Executive’s Effective Date ofTermination if the Executive so elects, but any delay or failure by theExecutive to so elect shall not be a waiver or release of any rights hereunderwhich may be asserted at any time.

**10.2.****            ****Assignment by the Executive**. This Agreement shall inure to the benefit of and be enforceable by theExecutive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees, and legatees.  If the Executive dies while any amount wouldstill be payable to him hereunder had he continued to live, all such amounts,unless otherwise provided herein, shall be paid to the Executive’s Beneficiaryin accordance with the terms of this Agreement. If the Executive has not named a Beneficiary, then such amounts shall bepaid to the Executive’s devisee, legatee, or other designee, or if there is nosuch designee, to the Executive’s estate.

**Article 11.**                                     Miscellaneous

**11.1.****            ****Employment Status**. Except as may be provided under any other written agreement between theExecutive and the Company, the employment of the Executive by the Company is “atwill,” and, prior to the effective date of a Change in Control, may beterminated by either the Executive or the Company at any time, subject toapplicable law.

**11.2.****            ****Beneficiaries**. The Executive may designate one or more persons or entities as theprimary and/or contingent Beneficiaries of any Severance Benefits owing to theExecutive under this Agreement.  TheExecutive may make or change such designation at any time, provided thatany designation or change thereto must be in the form of a signed writingacceptable to and received by the Committee.

**11.3.****            ****Gender and Number**. Except where otherwise indicated by the context, any masculine term usedherein also shall include the feminine, the plural shall include the singular,and the singular shall include the plural.

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**11.4.****            ****Severability**. In the event any provision of this Agreement shall be held illegal orinvalid for any reason, the illegality or invalidity shall not affect theremaining parts of this Agreement, and this Agreement shall be construed andenforced as if the illegal or invalid provision had not been included.  Further, the captions of this Agreement arenot part of the provisions hereof and shall have no force and effect.

**11.5.****            ****Modification**. Except as expressly provided in Section 3(r) with respect to certainwaivers of circumstances that would otherwise constitute Good Reason, noprovision of this Agreement may be modified, waived, or discharged unless suchmodification, waiver, or discharge is agreed to in writing and signed by theExecutive and by an authorized member of the Committee or its designee, or bythe respective parties’ legal representatives and successors.

**11.6.****            ****Notice**. For purposes of this Agreement, notices, including a Notice ofTermination, and all other communications provided for in this Agreement shallbe in writing and shall be deemed to have been duly given when delivered or onthe date stamped as received by the U.S. Postal Service for delivery bycertified or registered mail, postage prepaid and addressed: (i) if to theExecutive, to his latest address as reflected on the records of the Company,and (ii) if to the Company: Power-One, Inc., 740 Calle Plano, Camarillo,California 93012, Attn: Corporate Secretary, or to such other address as theCompany may furnish to the Executive in writing with specific reference to thisAgreement and the importance of the notice, except that notice of change ofaddress shall be effective only upon receipt.

**11.7.****            ****Applicable Law**. To the extent not preempted by the laws of the United States, the lawsof the State of California shall be the controlling law in all matters relatingto this Agreement.  Any statutoryreference in this Agreement shall also be deemed to refer to all applicablefinal rules and final regulations promulgated under or with respect to thereferenced statutory provision.

**INWITNESS WHEREOF**,the parties have executed this Agreement on this                           day of                                                ,                 .
| **Power-One, Inc.** | ** ** | **Executive** |
|---------------------|------------|---------------|
|                |       |          |
|                |       |          |
| By:                 |       |          |   |   |   |
|                |       |          |   |
| Print Name:         |       |          |   | Print Name: |   |   |
|                |       |          |   |
| Its:                |       |          |   |   |
|                     |            |               |  |  |  |  |  |  |

 

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