Exhibit 10.2

POWER-ONE, INC    AMENDED AND RESTATED    1996 STOCK INCENTIVE PLAN    (As Amended and Restated January 25, 2002)

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TABLE OF CONTENTS

|   |  | Page                      |  |                                                                                    |  |  
|-- |  | ------------------------- |  | ---------------------------------------------------------------------------------- |  | -
|1. |  | THE PLAN                  |  | 1                                                                                 
|   |  | 1.1                       |  | Purpose                                                                            |  | 1
|   |  | 1.2                       |  | Administration                                                                     |  | 1
|   |  | 1.3                       |  | Participation                                                                      |  | 2
|   |  | 1.4                       |  | Shares Subject to the Plan                                                         |  | 2
|   |  | 1.5                       |  | Grant of Awards                                                                    |  | 3
|   |  | 1.6                       |  | Exercise of Awards                                                                 |  | 3
|   |  | 1.7                       |  | Payment Forms                                                                      |  | 3
|   |  | 1.8                       |  | Cashless Exercises                                                                 |  | 3
|   |  | 1.9                       |  | Award Period                                                                       |  | 4
|   |  | 1.10                      |  | No Transferability; Limited Exception to Transfer Restrictions                     |  | 4
|   |  | 1.11                      |  | Options Granted by Subsidiaries                                                    |  | 4
|2. |  | OPTIONS.                  |  | 4                                                                                 
|   |  | 2.1                       |  | Grants                                                                             |  | 4
|   |  | 2.2                       |  | Option Price                                                                       |  | 5
|   |  | 2.3                       |  | Option Period                                                                      |  | 5
|   |  | 2.4                       |  | Exercise of Options                                                                |  | 5
|   |  | 2.5                       |  | Limitations on Grant of ISOs                                                       |  | 5
|   |  | 2.6                       |  | Limits on 10% Holders                                                              |  | 5
|   |  | 2.7                       |  | Option Repricing/Cancellation and Regrant/Waiver                                   |  | 5
|   |  | 2.8                       |  | Options and Rights in Substitution for Stock Options Granted by Other Corporations |  | 6
|3. |  | STOCK APPRECIATION RIGHTS |  | 6                                                                                 
|   |  | 3.1                       |  | Grants                                                                             |  | 6
|   |  | 3.2                       |  | Exercise of Stock Appreciation Rights                                              |  | 6
|   |  | 3.3                       |  | Payment                                                                            |  | 6
|   |  | 3.4                       |  | Limited Stock Appreciation Rights                                                  |  | 7
|4. |  | RESTRICTED STOCK AWARDS   |  | 7                                                                                 
|   |  | 4.1                       |  | Grants                                                                             |  | 7
|   |  | 4.2                       |  | Restrictions and Rights                                                            |  | 7
|   |  | 4.3                       |  | Return to the Corporation                                                          |  | 7
|   |  |                           |  |                                                                                    |  |  

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|5. |  | STOCK BONUSES, OTHER CASH OR STOCK PERFORMANCE-BASED AWARDS, DEFERRED PAYMENTS AND DIVIDEND EQUIVALENT RIGHTS |  | 8                                                              
|-- |  | ------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|   |  | 5.1                                                                                                           |  | Grants of Stock Bonuses                                        
|   |  | 5.2                                                                                                           |  | Other Performance-Based Awards                                 
|   |  | 5.3                                                                                                           |  | Deferred Payments                                              
|   |  | 5.4                                                                                                           |  | Dividend Equivalent Rights                                     
|6. |  | STOCK UNITS                                                                                                   |  | 9                                                              
|   |  | 6.1                                                                                                           |  | Grants                                                         
|   |  | 6.2                                                                                                           |  | Other Provisions                                               
|7. |  | NON-EMPLOYEE DIRECTOR OPTIONS.                                                                                |  | 10                                                             
|   |  | 7.1                                                                                                           |  | Participation                                                  
|   |  | 7.2                                                                                                           |  | Option Grants                                                  
|   |  | 7.3                                                                                                           |  | Option Price                                                   
|   |  | 7.4                                                                                                           |  | Option Period and Exercisability                               
|   |  | 7.5                                                                                                           |  | Termination of Directorship                                    
|   |  | 7.6                                                                                                           |  | Adjustments; Acceleration; Termination                         
|   |  | 7.7                                                                                                           |  | Non-Citizen Non-Employee Directors                             
|   |  | 7.8                                                                                                           |  | Prior Option Grants                                            
|8. |  | OTHER PROVISIONS                                                                                              |  | 12                                                             
|   |  | 8.1                                                                                                           |  | Rights of Eligible Persons, Participants and Beneficiaries     
|   |  | 8.2                                                                                                           |  | Adjustments; Acceleration; Possible Early Termination of Awards
|   |  | 8.3                                                                                                           |  | Termination of Employment                                      
|   |  | 8.4                                                                                                           |  | Compliance With Laws                                           
|   |  | 8.5                                                                                                           |  | Tax Withholding                                                
|   |  | 8.6                                                                                                           |  | Amendment, Termination and Suspension                          
|   |  | 8.7                                                                                                           |  | Privileges of Stock Ownership                                  
|   |  | 8.8                                                                                                           |  | Effective Date of the Plan                                     
|   |  | 8.9                                                                                                           |  | Term of the Plan                                               
|   |  | 8.10                                                                                                          |  | Governing Law/Construction/Severability                        
|   |  | 8.11                                                                                                          |  | Captions                                                       
|   |  | 8.12                                                                                                          |  | Non-Exclusivity of Plan                                        
|9. |  | DEFINITIONS                                                                                                   |  | 17                                                             
|   |  | 9.1                                                                                                           |  | Definitions                                                    

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POWER-ONE, INC.  AMENDED AND RESTATED  1996 STOCK INCENTIVE PLAN

(As
Amended and Restated January 25, 2002)

1.THE PLAN.

1.1Purpose.The purpose of this Power-One, Inc. Amended and Restated 1996 Stock Incentive
Plan (referred to herein as the "Plan" and formerly known as the Power-One, Inc. 1996 Stock Incentive Plan) is to promote the success of the Company by providing equity incentives
to attract, motivate and retain key personnel and to attract, motivate and retain experienced and knowledgeable non-employee directors. Capitalized terms are defined in Article 9.

1.2Administration.



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Notwithstanding
the foregoing, the provisions of Article 7 relating to Non-Employee Director Awards shall be automatic (except as provided therein) and, to the maximum
extent possible, self-effectuating.



1.3Participation.Awards other than under Article 7 may be granted by the Committee only to those
persons that the Committee determines to be Eligible Persons. An Eligible Person who has been granted an Award may, if otherwise eligible, be granted additional Awards.

1.4Shares Subject to the Plan.



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1.5Grant of Awards.Subject to the express provisions of this Plan, the Committee, and only to the extent
permitted by Section 1.2.2, the Chief Executive Officer of the Corporation, will determine the Eligible Persons to whom Awards will be granted, the number of Shares subject to each Award, the
price (if any) to be paid for the Shares or the Award and, in addition to matters addressed in Section 1.2.2, the specific objectives, goals and performance criteria that further define the
terms of any performance-based award. Each Award shall be evidenced by an Award Agreement signed by the Corporation and, if required by the Committee, by the Participant. The Award Agreement shall set
forth or may incorporate by reference the material terms and conditions of the Award established by the Committee consistent with the specific provisions of this Plan. Unless a later date is specified
by the Committee in the applicable Award Agreement, the grant of an Award is made on the Award Date.

1.6Exercise of Awards.An exercisable Award will be deemed to be exercised when the Secretary of the
Corporation receives an executed Exercise Agreement from the Participant, together with payment of any required Purchase Price in accordance with Section 1.7, 1.8, or 7.3, as the case may be.
Awards of Shares are exercisable only for and payable only in whole shares. Fractional shares will be disregarded for all purposes under this Plan.

1.7Payment Forms.The Purchase Price of each Award (if any) must be paid in full at the time of each purchase
in one or a combination of the following methods, to the extent authorized by the Committee or set forth in the Award Agreement: (a) cash or cashier's check payable to the Corporation,
(b) if the Committee approves, a Note, or (c) by Shares already owned by the Participant, subject to any conditions (including holding periods) that the Committee may impose. Any Shares
delivered that were initially acquired upon exercise of an Award must have been owned by the Participant at least six months as of the date of delivery. Shares used to satisfy the Purchase Price or
(if authorized by the Committee) applicable tax withholding will be valued at their Fair Market Value on the exercise or purchase date.

1.8Cashless Exercises.Award Agreements may also provide that an Option or similar right may be exercised and
payment can be made by delivering a properly executed exercise notice to the Corporation, together with irrevocable instructions to a bank or broker to promptly deliver to the Corporation the amount
of sale proceeds necessary to pay the Purchase Price and, unless otherwise provided by the Committee, any applicable tax withholding under Section 8.5. The date of exercise will be deemed to be
the date the Corporation receives the proceeds.

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1.9Award Period.Any Option, Stock Appreciation Right, or similar right shall expire and other Awards shall
either vest or be forfeited not more than 10 years after the date of grant; provided, however, that any right to payment of cash or delivery of stock that has vested pursuant to an Award may be
delayed until a future date if specifically authorized by the Committee in writing.

1.10No Transferability; Limited Exception to Transfer Restrictions.



1.11Options Granted by Subsidiaries.Notwithstanding anything in this Article 1 to the contrary, with
respect to Options granted to a Non-Citizen Non-Employee Director by any Subsidiary pursuant to Section 7.7, the Board of Directors of such Subsidiary shall have all of
the powers of the Committee specified in Section 1.2.2, and the Subsidiary and the Secretary thereof shall perform the responsibilities required to be performed by the Corporation and the
Secretary of the Corporation contained in this Article 1.

2.OPTIONS.

2.1Grants.One or more Options may be granted under this Section 2 to any Eligible Person. Each Option
granted shall be designated by the Committee as either a NQSO or an ISO, and such intent will be indicated in the Award Agreement. ISOs may be granted only to Eligible Persons who

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are employed by the Corporation or a corporation that is a "parent" or "subsidiary" corporation within the meaning of Sections 424(e) and 424(f) of the Code, respectively.

2.2Option Price.The Purchase Price per Share covered by each Option shall be determined by the Committee at
the time of the Award. In the case of ISOs the Purchase Price per Share must be at least 100% (110% in the case of persons described in Section 2.6) of the Fair Market Value of the Shares on
the Award Date and in all cases shall not be less than the minimum consideration required under applicable law.

2.3Option Period.Subject to Section 1.9, each Option will expire on a date determined by the Committee,
but not later than 10 years after the Award Date, and will be subject to earlier termination as set forth in this Plan or the Award Agreement.

2.4Exercise of Options.An Option may become exercisable, in whole or in part, on the date or dates specified
in the Award Agreement and thereafter will remain exercisable until the earlier of the expiration or termination of the Option, or as otherwise set forth in this Plan or the related Award Agreement.
At least 100 Shares must be purchased at one time unless the number purchased is the total number at the time available for purchase under the Option.

2.5Limitations on Grant of ISOs.



2.6Limits on 10% Holders.No ISO may be granted to any person who, at the time the Option is granted, owns (or
is deemed to own under Section 424(d) of the Code) Shares possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the Purchase Price of
such Option is at least 110% of the Fair Market Value of the stock subject to the Option and such
Option by its terms is not exercisable after the expiration of five years from the date such Option is granted.

2.7Option Repricing/Cancellation and Regrant/Waiver.Subject to Section 1.4 and Section 8.6 and
the specific limitations on Awards contained in this Plan, the Committee from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person any adjustment in
the exercise or purchase price, the vesting schedule, the number of shares subject to, the restrictions upon or the term of, an Award granted under this Article 2 by cancellation of an
outstanding Award and a subsequent regranting of an Award, by amendment, by substitution of an outstanding Award, by waiver or by other legally valid means. Such amendment or other action may result
among other changes in an exercise or purchase price which is higher or lower than the exercise or purchase price of the original or prior Award, provide for a greater or lesser number of shares
subject to the Award, or provide for a longer or shorter vesting or exercise period.

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2.8Options and Rights in Substitution for Stock Options Granted by Other Corporations.    Options and Stock
Appreciation Rights may be granted to Eligible Persons under this Plan in substitution for employee stock options granted by other entities to persons who are or who will become Eligible Persons in
respect of the Company, in connection with a distribution, merger or reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company, directly or indirectly,
of all or a substantial part of the stock or assets of the other entity.

3.STOCK APPRECIATION RIGHTS.

3.1Grants.In its discretion, the Committee may grant Stock Appreciation Rights to any Eligible Person either
concurrently with the grant of another Award or in respect of an outstanding Award, in whole or in part, or independently of any other Award. A Stock Appreciation Right granted concurrently with the
grant of another Award may extend to all or a portion of the Shares covered by the related Award. A Stock Appreciation Right will entitle the Participant to holds the related Award, upon exercise of
the Stock Appreciation Right and surrender of the related Award, or portion thereof, to receive payment of an amount determined pursuant to Section 3.3. Any Stock Appreciation Right granted in
connection with an ISO shall contain such terms as may be required to comply with the provisions of Section 422 of the Code and the regulations promulgated thereunder, unless the holder
otherwise agrees.

3.2Exercise of Stock Appreciation Rights.



3.3Payment.



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3.4Limited Stock Appreciation Rights.The Committee may grant to any Eligible Person Stock Appreciation Rights
exercisable only upon or in respect of a change in control or any other specified
event ("Limited SARs") and such Limited SARs may relate to or operate in tandem or combination with or substitution for Options, other Stock Appreciation Rights or other Awards (or any combination
thereof), and may be payable in cash or shares based on the spread between the base price of the Stock Appreciation Right and a price based upon the Fair Market Value of the Shares during a specified
period or at a specified time within a specified period before, after or including the date of such event.

4.RESTRICTED STOCK AWARDS.

4.1Grants.The Committee may, in its discretion, grant one or more Restricted Stock Awards to any Eligible
Person. Each Restricted Stock Award Agreement shall specify the number of Shares to be issued to the Participant, the date of such issuance, the consideration for such shares (but not less than the
minimum lawful consideration under applicable state law) by the Participant, the extent (if any) to which and the time (if ever) at which the Participant shall be entitled to dividends, voting and
other rights in respect of the shares prior to vesting, and the restrictions (which may be based on performance criteria, passage of time or other factors or any combination thereof) imposed on such
shares and the conditions of release or lapse of such restrictions. Such restrictions shall not lapse earlier than six months after the Award Date, except to the extent the Committee may otherwise
provide. Stock certificates evidencing shares of Restricted Stock pending the lapse of the restrictions ("Restricted Shares") shall bear a legend making appropriate reference to the restrictions
imposed hereunder and shall be held by the Corporation or by a third party designated by the Committee until the restrictions on such shares shall have lapsed and the shares shall have vested in
accordance with the provisions of the Award and Section 1.9. Upon issuance of the Restricted Stock Award, the Participant may be required to provide such further assurance and documents as the
Committee may require to enforce the restrictions.

4.2Restrictions and Rights.



4.3Return to the Corporation.Unless the Committee otherwise expressly provides, restricted shares that remain
subject to restrictions at the time of termination of employment or are subject to other conditions to vesting that have not been satisfied by the time specified in the applicable Award Agreement
shall not vest and shall be returned to the Corporation as therein provided.

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5.STOCK BONUSES, OTHER CASH OR STOCK PERFORMANCE-BASED AWARDS, DEFERRED PAYMENTS AND DIVIDEND EQUIVALENT RIGHTS.

5.1Grants of Stock Bonuses.The Committee may grant a Stock Bonus to any Eligible Person to reward exceptional
or special services, contributions or achievements in the manner and on such terms and conditions (including any restrictions on such shares) as determined from time to time by the Committee. The
number of shares so awarded shall be determined by the Committee. The Award may be granted independently or in lieu of a cash bonus. Notwithstanding Section 1.9 and anything contained in
Section 5.2 to the contrary, Awards pursuant to this Section 5.1 for past service need not include any minimum vesting requirement.

5.2Other Performance-Based Awards.



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5.3Deferred Payments.The Committee may authorize for the benefit of any Eligible Person the deferral of any
payment of cash or shares that may become due or of cash otherwise payable under this Plan, and provide for the crediting of benefits thereon based upon such deferment, at the election or at the
request of such Participant, subject to the other terms of this Plan. Such deferral shall be subject to such further conditions, restrictions or requirements as the Committee may impose, subject to
any then vested rights of Participants.

5.4Dividend Equivalent Rights.In its discretion, the Committee may grant to any Eligible Person Dividend
Equivalent Rights concurrently with the grant of any Option, Restricted Stock, Stock Unit, or other stock-based Award, on such terms as set forth by the Committee in the Award Agreement.
Dividend Equivalent Rights shall be based on all or part of the amount of dividends declared on Shares and shall be credited as of the dividend payment dates, during the period between the date of
grant (or such later date as the Committee may set) and the date the stock-based Award is exercised or expires (or such earlier date as the Committee may set), as determined by the Committee. Dividend
Equivalent Rights shall be payable in cash or Shares, or (to the extent permitted by law) may be subject to such conditions, not inconsistent with Section 162(m) (in the case of Options or
Stock Appreciation Rights, or other Awards intended to satisfy its conditions with respect to deductibility), as may be determined by the Committee.

6.STOCK UNITS.

6.1Grants.Subject to such rules and procedures as the Committee may establish from time to time, the Committee
may, in its discretion, authorize a Stock Unit Award or the crediting of Stock Units pursuant to the terms of this Plan and any applicable deferred compensation plan maintained by the Corporation,
permit an Eligible Person to irrevocably elect to defer or receive in Stock Units all or a portion of any Award hereunder, or may grant Stock Units in lieu of, in exchange for, in respect of, or in
addition to any other Award under this Plan or any other stock option plan or deferred compensation plan of the Corporation. The specific terms, conditions and provisions relating to each Stock Unit
grant or election, including the form of payment to be made at or following the vesting thereof, shall be set forth in or pursuant to the applicable deferred stock Award Agreement and the applicable
deferred compensation plan of the Company, in form substantially as approved by the Committee.

6.2Other Provisions.The Committee shall determine, among other terms of a Stock Unit grant or Award, the form
of payment of Stock Units, whether in cash, Shares, or other consideration (including any other Award) or any combination thereof, the valuation of the Stock Units or any non-cash payment
for the purpose of the Award, and the applicable vesting and payout provisions of the Stock Units. The Committee in the applicable Award Agreement or the relevant deferred compensation plan of the
Company may permit the Participant to elect the form and time of payout of the vested Stock Units on such conditions or subject to such procedures as the Committee may impose,

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and may permit Stock Unit offsets or other provision for payment of any applicable taxes that may be due on the crediting, vesting or payment in respect of the Stock Units.

7.NON-EMPLOYEE DIRECTOR OPTIONS.

7.1Participation.    Awards under this Article 7 shall be made only to Non-Employee Directors
and shall be evidenced by Award Agreements substantially in the form of Exhibit A hereto.

7.2Option Grants.



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7.3Option Price.The purchase price per share of the Common Stock covered by each Option granted pursuant to
Section 7.2 hereof shall be 100 percent of the Fair Market Value of the Common Stock on the Award Date. The exercise price of any Option granted under this Article 7 shall be paid
in full at the time of each purchase in cash or by check or in Shares valued at their Fair Market Value on the date of exercise of the Option, or partly in such Shares and partly in cash, provided
that any Shares used in payment shall have been owned by the Participant at least six months prior to the date of exercise unless the Board otherwise permits. In addition, an Option granted under this
Article 7 may be exercised and payment can be made in accordance with the cashless exercise provisions contained in Section 1.8.

7.4Option Period and Exercisability.Each Option granted under this Article 7 and all
rights or obligations thereunder shall expire ten years after the Award Date and shall be subject to earlier termination as provided below. Each Option granted under Section 7.2.1 or 7.2.4
shall become exercisable as to 331/3% of the total number of shares subject thereto on each of the following dates: (i) the earlier of the first anniversary of the Award Date or
the annual stockholders meeting that occurs in the year following the year of the Award Date, (ii) the earlier of the second anniversary of the Award Date or the annual stockholders meeting
that occurs in the second year following the year of the Award Date, or (iii) the earlier of the third anniversary of the Award Date or the annual stockholders meeting that occurs in the third
year following the year of the Award Date; in each case subject to Sections 7.5 and 7.6. Subject to Sections 7.5 and 7.6, each Option granted under Section 7.2.2 or 7.2.3 shall become
exercisable as to 100% of the total number of shares subject thereto on the earlier of the first anniversary of the Award Date or the annual stockholders meeting that occurs in the year following the
year of the Award Date.

7.5Termination of Directorship.If a Non-Employee Director's services as a member of
the Board terminate for any reason other than upon or because of an Event, any portion of an Option granted pursuant to this Article 7 which is not then exercisable shall terminate. Subject to
Section 7.6, any
portion of the Option which is then exercisable may be exercised for one year after the termination of service in the case of a termination because of death, Total Disability, or Retirement, or for
three months after the date of termination of service in all other cases, and shall then terminate, but in no event may the Option be exercised after the expiration of the stated ten-year
term of the Option. If a Non-Employee Director's services as a member of the Board terminate upon or because of an Event, an Option granted pursuant to this Article 7 and then held
by such Participant may (as provided in or pursuant to Section 7.6) immediately become and, subject to Section 7.6, remain exercisable for three months after the date of such termination
or until the expiration of the stated term of the Option, whichever first occurs, and shall then terminate.

7.6Adjustments; Acceleration; Termination.Options granted under this Article 7 will be
subject to adjustments, acceleration, and termination as provided in Section 8.2, but only to the extent that such adjustment and any Board or Committee action in respect thereof in the case of
an Event is effected pursuant to the terms of a reorganization agreement approved by the stockholders of the Corporation or is otherwise consistent with adjustments to Options held by persons other
than executive officers or directors of the Corporation (or, if there are none, consistent in respect of the

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underlying Shares, with the effect on or rights offered to stockholders generally). To the extent that any Option granted under this Article 7 is not exercised prior to a dissolution of the
Corporation or a merger or other corporate event that the Corporation does not survive, and no provision is (or consistent with the provisions of this Plan can be) made for the assumption, conversion,
substitution or exchange of the Option, the Option will terminate upon the occurrence of the event. The Participant, however, shall be entitled to the benefits of any alternative settlement of the
Option in such circumstances, as contemplated by Section 8.2.

7.7Non-Citizen Non-Employee Directors.Notwithstanding anything in
Section 7.2 to the contrary, grants of Options to Non-Employee Directors who are non-citizens and non-residents of the United States (a
"Non-Citizen Non-Employee Director") shall not be automatic and shall be made in accordance with this Section 7.7. Any Non-Citizen Non-Employee
Director shall either be granted the same Options by the Committee as are granted to Non-Employee Directors pursuant to Section 7.2, or the Committee or the Board shall authorize
the Board of Directors of any Subsidiary to grant Options for the purpose and on terms and conditions that are substantially equivalent to those provided in Section 7.2; provided, however, that
the Board, Committee, or Board of Directors of a Subsidiary, as applicable, may determine that one or more grants of such Options to a Non-Citizen Non-Employee Director shall
be on terms that are more restrictive to the director than the terms set forth above in this Article VII with respect to Non-Employee Director Option grants generally (for example,
and without limitation, Option grants to a Non-Citizen Non-Employee Director may be granted with a maximum term of less than ten years, and/or a longer vesting schedule than
the schedule contemplated by Section 7.4).

7.8Prior Option Grants.Options granted under this Article 7 prior to this restatement of
the Plan shall be governed by the provisions of this Article 7 as previously in effect. If Options are granted pursuant to Section 7.2.4 in connection with the 2002 annual stockholders
meeting, Non-Employee Directors who are elected at and/or who continue in office after such meeting shall have no right to any Option grant in connection with such meeting pursuant to
Sections 7.2.1 and 7.2.2 nor under the provisions of those sections as in effect prior to this restatement of this Plan.

8.OTHER PROVISIONS.

8.1Rights of Eligible Persons, Participants and Beneficiaries.



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8.2Adjustments; Acceleration; Possible Early Termination of Awards.



The
Committee may override the limitations on acceleration in this Section 8.2.2 by express provision in the Award Agreement and may accord any Eligible Person a right to refuse any
acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Committee may approve. Any acceleration of Awards shall comply with applicable regulatory requirements,
including without limitation Section 422 of the Code. Any discretion with respect to these events shall be limited to the extent required by applicable accounting requirements in the case of a
transaction intended to be accounted for as a pooling of interests transaction.



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8.3Termination of Employment.



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8.4Compliance With Laws.This Plan, the granting and vesting of Awards under this Plan and the
offer, issuance and delivery of Shares and/or the payment of money or other benefits under this Plan or under Awards granted hereunder are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority
as may, in the judgment of the Committee, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring
such securities shall, if requested by the Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable to assure compliance with all
applicable legal requirements.

8.5Tax Withholding.



8.6Amendment, Termination and Suspension.



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8.7Privileges of Stock Ownership.A Participant will not be entitled to the privilege of stock ownership as to
any Shares not actually issued to the Participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to the date of issue.

8.8Effective Date of the Plan.This Plan was originally effective as of February 23, 1996 and was
amended and restated as of May 4, 1999. The Plan was originally approved by the stockholders of the Corporation on September 30, 1997.

8.9Term of the Plan.Except as permitted by Section 1.9, no Award shall be granted under this Plan after
February 22, 2006 (the "termination date"). Unless otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award granted prior to the termination date may extend
beyond such date, and all authority of the Committee with respect to Awards hereunder, including the authority to amend an Award or defer payment of a vested Award, shall continue during any
suspension of this Plan and in respect of Awards outstanding on the termination date.

8.10Governing Law/Construction/Severability.



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8.11Captions.Captions and headings are given to the sections and subsections of this Plan solely as a
convenience to facilitate reference.

8.12Non-Exclusivity of Plan.Nothing in this Plan shall limit or be deemed to limit the authority
of the Board or the Committee to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

9.DEFINITIONS.

9.1Definitions.



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Exhibit A

POWER-ONE, INC.  ELIGIBLE DIRECTOR    NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the            day
of                        ,            , between Power-One, Inc.,
a Delaware corporation (the
"Corporation"), and                        (the "Director").

W
I T N E S S E T H

WHEREAS,
the Corporation has adopted and the stockholders of the Corporation have approved the Power-One, Inc. Amended and Restated 1996 Stock Incentive Plan, as
amended (the "Plan").

WHEREAS,
pursuant to Article 7 of the Plan, the Corporation has granted an option (the "Option") to the Director upon the terms and conditions evidenced hereby, as required by the
Plan, which Option is not an incentive stock option within the meaning of Section 422 of the Code.

NOW,
THEREFORE, in consideration of the services rendered and to be rendered by the Director, the Corporation and the Director agree to the terms and conditions set forth herein as
required by the terms of the Plan.

1.Option Grant.This Agreement evidences the grant to the Director, as
of                        ,            (the
"Option Date"), of an Option to purchase an aggregate of            shares of Common Stock, par value            per share, under
Section 7.2.    of the Plan, subject to
the terms and conditions and to adjustment as set forth herein or in the Plan.

2.Exercise Price.The Option entitles the Director to purchase (subject to the terms of Sections 3 through 5
below and to the extent exercisable) all or any part of the Option shares at a price per share of $            , which amount represents the Fair Market Value of the shares on the Option
Date.

3.Option Exercisability and Term.[ALT 1SECTION 7.2.1 and 7.2.4 GRANTS: The Option
shall become exercisable as to 331/3% of the total number of shares subject thereto on each of the following dates: (i) the earlier of the first anniversary of the Option Date or
the annual stockholders meeting in the year                        , (ii) the earlier of the second anniversary of the Option
Date or the annual stockholders meeting in the year                        , or
(iii) the earlier of the third anniversary of the Option Date or the annual stockholders meeting in the
year                        , in each case subject to Sections 7.5 and 7.6 of the
Plan.] [ALT 2SECTION 7.2.2 AND 7.2.3 GRANTS: Subject to Sections 7.5 and 7.6 of the Plan, the Option shall become exercisable as to 100% of the total number of
shares subject thereto on the earlier of the first anniversary of the Option Date or the annual stockholders meeting that occurs in the
year                        .] The Option shall terminate
                        ,            , unless earlier terminated in
accordance with the terms of the Plan.

4.Service and Effect of Termination of Service.The Director agrees to serve as a director in accordance with
the provisions of the Corporation's Certificate of Incorporation, bylaws and applicable law. If the Director's services as a member of the Board shall terminate, this Option shall terminate at the
times and to the extent set forth in Section 7.5 of the Plan.

5.General Terms.The Option and this Agreement are subject to, and the Corporation and the Director agree to be
bound by, the provisions of the Plan that apply to the Option. Such provisions are incorporated herein by this reference. The Director acknowledges receiving a copy of the Plan and reading its
applicable provisions. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

| |  | POWER-ONE, INC.(a Delaware corporation)
| |  | ---------------------------------------
| |  | By                                     
| |  | Title                                  
| |  | Optionee Director                      
| |  | (Signature)                            
| |  | (Print Name)                           
| |  | (Address)                              
| |  | (City, State, Zip Code)                

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Consent of Spouse

In consideration of the execution of the foregoing Stock Option Agreement by Power-One, Inc., I,
                        , the spouse of the Director
therein named, do hereby agree to be bound by all of the terms and provisions thereof and of the Plan.

DATED:                        ,

| |  | (Signature of Spouse)
| |  | ---------------------

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