Exhibit
10.18


POWER-ONE,
INC.

CHANGE IN CONTROL SEVERANCE AGREEMENT


THIS
CHANGE IN CONTROL SEVERANCE AGREEMENT (this “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 has approved the Company entering into a severance agreement
with the Executive.


B.            The Executive is a key
executive of the Company.


C.            Should the possibility
of a Change in Control of the Company arise, the Board believes it is
imperative that the Company and the Board be able to rely upon the Executive to
continue in his position, and that the Company should be able to receive and rely
upon the Executive’s advice, if requested, as to the best interests of the
Company and its stockholders without concern that the Executive might be
distracted by the personal uncertainties and risks created by the possibility
of a Change in Control.


D.            Should the possibility
of a Change in Control arise, in addition to his regular duties, the Executive
may be called upon to assist in the assessment of such possible Change in
Control, advise management and the Board as to whether such Change in Control would
be in the best interests of the Company and its stockholders, and to take such
other actions as the Board might determine to be appropriate.


E.             This Agreement
provides the benefits the Executive will be entitled to receive upon certain
terminations of employment in connection with Change in Control from and after
the Effective Date and supersedes and negates any and all previous agreements
with respect to such benefits, including, without limitation, any previous
Change in Control Severance Agreement by and between the Executive and the
Company (the “Prior Change in Control Agreement”).


NOW
THEREFORE, to help assure the Company that it will have the
continued dedication of the Executive and the availability of his advice and
counsel notwithstanding the possibility, threat, or occurrence of a Change in
Control of the Company, and to induce the Executive to remain in the employ of
the Company in the face of these circumstances and for other good and valuable
consideration, the Company and the Executive agree as follows:


Article 1.               Term


This Agreement
shall be effective as of                          
(the “Effective Date”).  This Agreement
will continue in effect through the first anniversary of the Effective
Date.  However, at the end of such one
(1) year period and, if extended, at the end of each additional year
thereafter, the term of this Agreement shall be extended automatically for 



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one (1) additional year,
unless the Committee delivers written notice at least three (3) months prior to
the end of such term (or extended term, as the case may be) to the Executive
that this Agreement will not be extended, and if such notice is timely given
this Agreement will terminate at the end of the term then in progress.


Notwithstanding
the foregoing, in the event a Change in Control occurs during the original or
any extended term of this Agreement, this Agreement will remain in effect for
the longer of: (i) twenty-four (24) months beyond the month in which such
Change in Control occurred; or (ii) until all obligations of the Company
hereunder have been fulfilled, and until all benefits required hereunder have
been paid to the Executive.  For purposes
of clarity, subject to Section 4.1, benefits shall be payable to the Executive
under this Agreement only with respect to a single Change in Control of the
Company.  Accordingly, no Change in
Control after the first Change in Control shall be considered for purposes of
this Agreement.


Article 2.               ERISA


This Agreement is
intended as part of a severance program of the Company that constitutes (i) a
pension plan within the meaning of Section 3(2) of ERISA, and (ii) an unfunded
pension plan maintained by the Company for a select group of management or
highly compensated employees within the meaning of Department of Labor Regulation
2520.104-23 promulgated under ERISA, and Sections 201, 301, and 401 of ERISA.


Article 3.               Definitions


Whenever used in
this Agreement, the following terms shall have the meanings set forth below
and, when the meaning is intended, the initial letter of the word is
capitalized:


(a)                                  “Accrued
Obligations” means (i) any Base Salary that had accrued but had not been paid
(including any accrued and unpaid vacation time) prior to the Severance Date,
and (ii) any bonus earned as of the Severance Date with respect to the fiscal
year preceding the year in which the Severance Date occurs (if the Executive
was employed by the Company on the last day of that fiscal year) that had not
previously been paid.


(b)                                 “Agreement”
means this Change in Control Severance Agreement.


(c)                                  “Base
Salary” means the salary of record paid to the Executive by the Company as
annual salary (whether or not deferred), but excludes amounts received under
incentive or other bonus plans.


(d)                                 “Beneficial
Owner” and “Beneficial Ownership” shall have the meaning ascribed to such terms
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.


(e)                                  “Beneficiary”
means the persons or entities designated or deemed designated by the Executive
pursuant to Section 11.2.



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(f)                                    “Board”
means the Board of Directors of the Company.


(g)                                 “Cause”
means, as reasonably determined by a majority of the Continuing Directors (as
defined in Section 3(h)(ii) below) then in office (excluding the Executive, if
he is then a Continuing Director) based on the information then known to them,
the occurrence of either or both of the following:


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


(ii)                                  the
willful engaging by the Executive in misconduct that is significantly injurious
to the Company.  However, no act or
failure to act on the Executive’s part shall be deemed to be “willful” if the
Executive reasonably believed in good faith that such acts or omissions were in
the best interests of the Company.


If there are no Continuing Directors then in office, the determination
of Cause shall be made by a majority of the independent directors (as
determined under the listing requirements of the Nasdaq Stock Market) or, if
there are no independent directors then in office, by the full Board.


(h)                                 “Change
in Control” means any of the following:


(i)                                     The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act (a “Person”)) of Beneficial Ownership of twenty
percent (20%) or more of either (1) the then-outstanding shares of common stock
of the Company (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that, for
purposes of this clause (i), the following acquisitions shall not constitute a
Change in Control: (A) any acquisition directly from the Company, (B) any
acquisition by the Company, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any affiliate of
the Company or a successor, and (D) any acquisition by any entity pursuant to a
transaction that complies with clauses (1), (2) and (3) of Section 3(h)(iii)
below; further provided, that, creditors of the Company who become
stockholders of the Company in connection with any bankruptcy of the Company
under the laws of the United States shall not, by virtue of such bankruptcy, be
deemed a “group” or a single Person for the purposes of this clause (i) (provided
that any one of such creditors may trigger a Change in Control pursuant to this
clause (i) if such 



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creditor’s
ownership of Company securities equals or exceeds the foregoing threshold);


(ii)                                  On
any day after the Effective Date (the “Measurement Date”) Continuing Directors
cease for any reason to constitute either: (A) if the Company does not have a
Parent, a majority of the Board; or (B) if the Company has a Parent, a majority
of the Board of Directors of the Controlling Parent.  A director is a “Continuing Director” if he
or she either:


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


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


A member of the
Board (or Board of Directors of the Controlling Parent, as applicable) who was
not a director on the applicable Initial Date shall be deemed to be an Initial
Director for purposes of clause (2) above if his or her election, or nomination
for election by the Company’s or the Controlling Parent’s stockholders, was
approved by a vote of at least two-thirds (2/3) of the Initial Directors
(including directors elected after the applicable Initial Date who are deemed
to be Initial Directors by application of this provision) then in office; provided
that such member of the Board shall not be deemed to be an Initial Director if
his or her initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies 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) years
before the Measurement Date.


(iii)                               Consummation of a
reorganization, merger, statutory share exchange or consolidation or similar
corporate transaction involving the Company or any of its subsidiaries, a sale
or other disposition of all or substantially all of the assets of the Company,
or the acquisition of assets or stock of another entity by the Company or any
of its subsidiaries (each, a “Business Combination”), in each case unless,
following such Business Combination, (1) all or substantially all of the
individuals and entities that were the Beneficial Owners of the Outstanding
Company Common Stock and the Outstanding Company Voting 



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Securities
immediately prior to such Business Combination Beneficially Own, directly or
indirectly, more than sixty percent (60%) of the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such Business Combination (including,
without limitation, an entity that, as a result of such transaction, is a
Parent of the Company or the successor of the Company) in substantially the
same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (2) no Person (excluding any entity
resulting from such Business Combination or a Parent of the Company or any
successor of the Company or any employee benefit plan (or related trust) of the
Company or such entity resulting from such Business Combination or a Parent of
the Company or the successor entity) Beneficially Owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then-outstanding shares of
common stock of the entity resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such entity,
except to the extent that the ownership in excess of twenty percent (20%)
existed prior to the Business Combination, and (3) a Change in Control is not
triggered pursuant to clause (ii) above with respect to the Company (including
any successor entity) or any Parent of the Company (or the successor entity).


Notwithstanding
the foregoing, in no event shall a transaction or other event that occurred
prior to the Effective Date constitute a Change in Control.  Notwithstanding anything to the contrary in
clause (iii) above, a change in ownership of the Company resulting from
creditors of the Company becoming stockholders of the Company in connection
with any bankruptcy of the Company under the laws of the United States shall
not trigger a Change in Control pursuant to clause (iii) above.


(i)                                     “Code”
means the United States Internal Revenue Code of 1986, as amended.


(j)                                     “Committee”
means the Compensation Committee of the Board.


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


(l)                                     “Controlling
Parent” means the Company’s Parent so long as a majority of the voting stock or
voting power of that Parent is not Beneficially Owned, 



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directly
or indirectly through one or more subsidiaries, by any other Person.  In the 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 voting power of which is not Beneficially
Owned, directly or indirectly through one or more subsidiaries, by any other
Person.


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


(n)                                 “Effective
Date” has the meaning given to such term in Article 1 hereof.


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


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


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


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


(i)                                     A
material reduction in the nature or status of the Executive’s authorities,
duties, and/or responsibilities, (when such authorities, duties, and/or
responsibilities are viewed in the aggregate) from their level in effect on the
day immediately prior to the start of the Protected Period, other than an
insubstantial and inadvertent act that is remedied by the Company promptly
after receipt of notice thereof given by the Executive.  In addition, Good Reason will be deemed to
exist if the Executive’s reporting relationship is diminished from the
Executive’s reporting relationship in effect on the day immediately prior to
the start of the Protected Period (for example, if the Executive reports
directly to the Company’s Chief Executive Officer on the day immediately prior
to the start of the Protected Period, Good Reason will be deemed to exist if
the Executive’s reporting relationship is changed such that the Executive no
longer reports directly to the Chief Executive Officer of the Company or any
Parent or directly to the Board of Directors of the Company or any
Parent).  A mere change in the Executive’s
title by itself shall not constitute Good Reason, provided that there is not a
material reduction in the nature or status of the Executive’s authorities,
duties, and/or responsibilities as contemplated above.



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In
addition, the change in status of the Company from a publicly-traded company to
a company the securities of which are not publicly-traded (including any
related termination of the Company’s reporting obligations under the Exchange
Act) shall not, in and of itself, constitute Good Reason or a material
reduction in the nature or status of the Executive’s authorities, duties,
and/or responsibilities.


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


(iii)                               A
significant reduction by the Company of the Executive’s aggregate incentive
opportunities under the Company’s short and/or long-term incentive programs, as
such opportunities exist immediately prior to the start of the Protected
Period, or as such opportunities may be increased from time to time.  For this purpose, a significant reduction in
the Executive’s incentive opportunities shall be deemed to have occurred in the
event his incentive opportunity levels and/or the degree of probability of
attainment of such incentive opportunities are materially diminished by the
Company from the levels and probability of attainment that existed immediately
prior to the start of the Protected Period. 
If the Company has a Parent, a significant reduction of the Executive’s
aggregate incentive opportunities under the Company’s short and/or long-term
incentive programs shall not be deemed to have occurred if there is an across-the-board
reduction in or elimination of any such program which similarly affects all
executives of the Company and the reduced or eliminated incentives are replaced
by a similar program of a Parent.


(iv)                              A
significant reduction in the Executive’s relative level of coverage and
accruals under the Company’s employee benefit and/or retirement plans,
policies, practices, or arrangements in which the Executive participates
immediately prior to the start of the Protected Period, both in terms of the
amount of benefits provided, and amounts accrued.  For this purpose, the Company may eliminate
and/or modify existing programs and coverage levels; provided, however,
that the Executive’s level of coverage under all such programs must be at least
as great as is provided to executives who have the same or lesser levels of
reporting responsibilities within the Company’s organization.


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



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(vi)                              The
Executive is informed by the Company that his principal place of employment for
the Company will be relocated to a location that is greater than thirty-five
(35) miles away from the Executive’s principal place of employment for the
Company at the start of the corresponding Protected Period.


The Executive’s right to terminate employment for Good Reason shall not
be affected by the Executive’s incapacity due to physical or mental
illness.  The Executive’s continued
employment shall not constitute a consent to, or a waiver of rights with
respect to, any circumstances constituting Good Reason herein; provided,
however, that if the Executive does not terminate employment and claim
Good Reason for such termination within ninety (90) days after the Executive
has knowledge of an event or circumstance that would constitute Good Reason,
then the Executive shall be deemed to have waived his right to claim Good
Reason as to that specific fact or circumstance (except that the event or
circumstance may be considered for purposes of determining whether any
subsequent, separate, event or circumstance constitutes Good Reason; for
example, and without limitation, a reduction in the Executive’s authorities
that is deemed waived by operation of this clause may be considered for
purposes of determining whether any subsequent reduction in the Executive’s
authorities (when taken into consideration with the first reduction)
constitutes a “material reduction” in the nature or status of the Executive’s
authorities from their level in effect on the day immediately prior to the
start of the Protected Period).


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


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


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


(v)                                 “Severance
Date” means the date on which the Executive’s employment with the Company and
its subsidiaries terminates for any reason (whether or not as a result of a
Qualifying Termination).


Article 4.               Severance Benefits


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


The Executive shall not
be entitled to receive Severance Benefits if his employment terminates
(regardless of the reason) before the Protected Period (as such 



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term is defined in
Section 4.2(c)) corresponding to a Change in Control of the Company or more
than twenty-four (24) months after the date of a Change in Control of the Company.


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 Protected Period corresponding to a Change in
Control of the Company, or within twenty-four (24) calendar months following
the date of a Change in Control of the Company shall constitute a “Qualifying
Termination”:


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


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


(iii)                               A failure or refusal by
a successor company to assume by written instrument the Company’s obligations
under this Agreement, as required by Article 10; or


(iv)                              A
repudiation or breach by the Company or any successor company of any of the
provisions of this Agreement.


For purposes of determining any benefits payable hereunder, the date on
which the succession referred to in clause (iii) becomes effective and the date
on which the repudiation or breach referred to in clause (iv) occurs, as
applicable, shall be deemed to be the Executive’s Severance Date.


(b)                                 If
more than one of the events set forth in Section 4.2(a) occurs, such events
shall constitute but a single Qualifying Termination and the Executive shall be
entitled to but a single payment of the Severance Benefits.


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


(i)                                     If
the Change in Control is triggered by a tender offer for shares of the Company’s
stock or by the offeror’s acquisition of shares pursuant to such a tender
offer, the Protected Period shall commence on the date of the initial tender
offer and shall continue through and including the date of the Change in
Control; provided that in no case will the Protected Period commence
earlier than the date that is six (6) months prior to the Change in Control.



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


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


(d)                                 Notwithstanding
anything else contained herein to the contrary, the Executive’s termination of
employment on account of reaching mandatory retirement age, as such age may be
defined from time to time in policies adopted by the Company prior to the
commencement of the Protected Period, and consistent with applicable law, shall
not be a Qualifying Termination.


(e)                                  Notwithstanding
anything else contained herein to the contrary (other than those provisions
that contain an express exception to this Section 4.2(e)), the Executive’s
Severance Benefits under this Agreement shall be reduced by the severance
benefits (including, without limitation, any other change-in-control severance
benefits and any other severance benefits generally) that the Executive may be
entitled to under any other plan, program, agreement or other arrangement with
the Company (including, without limitation, any such benefits provided for by
an employment agreement).  For purposes
of the foregoing, any cash severance benefits payable to the Executive under
any other plan, program, agreement or other arrangement with the Company shall
offset the cash severance benefits otherwise payable to the Executive under
this Agreement on a dollar-for-dollar basis. 
For purposes of the foregoing, non-cash severance benefits to be
provided to the Executive under any other plan, program, agreement or other
arrangement with the Company shall offset any corresponding benefits otherwise
to be provided to the Executive under this Agreement or, if there are no
corresponding benefits otherwise to be provided to the Executive under this
Agreement, the value of such benefits shall offset the cash severance benefits
otherwise payable to the Executive under this Agreement on a dollar-for-dollar
basis.  If the amount of other benefits
to be offset against the cash severance benefits otherwise payable to the
Executive under this Agreement in accordance with the preceding two sentences
exceeds the amount of cash severance benefits otherwise payable to the
Executive under this Agreement, then the excess may be used to offset other
non-cash severance benefits otherwise to be provided to the Executive under
this Agreement on a dollar-for-dollar basis. 
For



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purposes of this paragraph, the Committee shall
reasonably determine the value of any non-cash benefits.


4.3.       Description
of Severance Benefits.  In the event
that the Executive becomes entitled to receive Severance Benefits, as provided
in Sections 4.1 and 4.2, the Company shall, subject to Section 4.7, pay to the
Executive and provide him with the following:


(a)                                  An
amount equal to             
times the Executive’s highest annualized rate of Base Salary in effect at any
time after the commencement of the Protected Period and on or before the
Executive’s Severance Date.


(b)                                 An
amount equal to             
times the average of the annual bonuses paid by the Company to the Executive
for the three (3) full fiscal years of the
Company immediately preceding Executive’s Severance Date.


(c)                                  Payment
or reimbursement of the Executive’s premiums charged to continue medical
coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
at the same or reasonably equivalent medical coverage for the Executive (and,
if applicable, the Executive’s eligible dependents) as in effect immediately
prior to the Executive’s Severance Date, to the extent that the Executive
elects such continued coverage; provided that the Company’s obligation to make
any payment or reimbursement pursuant to this Section 4.3(c) shall cease upon
the first to occur of (a) the             
anniversary of the Severance Date; (b) the Executive’s death; (c) the date the
Executive becomes eligible for coverage under the health plan of a future
employer; or (d) the date the Company or its affiliates ceases to offer any
group medical coverage to its active executive employees or the Company is
otherwise under no obligation to offer COBRA continuation coverage to the
Executive.


(d)                                 A
lump-sum cash amount equal to the portion of the Executive’s account under the
Company’s qualified retirement plan (including, without limitation, any 401(k)
matching contributions) that has not become vested under the terms of such plan
as of the Severance Date.


(e)                                  A
lump-sum cash amount equal to the portion of the Executive’s account under any
Company nonqualified deferred compensation or other supplemental retirement
plan that has not become vested under the terms of such plan as of the
Severance Date.


(f)                                    The
Company shall pay or reimburse the Executive for up to $15,000 of outplacement
services obtained by the Executive during the twelve (12) month period following
the Effective Date of Termination.


4.4.       Termination
Due to Disability, Death or Retirement. 
Termination of the Executive’s employment due to the Executive’s death
or Disability is not a Qualifying Termination, and upon any such termination,
the Executive shall be entitled to payment



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only of the Accrued
Obligations.  However, if immediately
prior to the condition or event leading to, or the commencement of, the
Disability of the Executive (but not the death of the Executive), the Executive
would have experienced a Qualifying Termination if he had terminated at that
time, then upon termination of his employment for Disability he shall be
entitled to the benefits provided by this Agreement for a Qualifying
Termination.  A voluntary termination of
employment by the Executive due to the Executive’s retirement is not a
Qualifying Termination, and upon any such termination, the Executive shall be
entitled to payment only of the Accrued Obligations.  However, if immediately prior to the
Executive’s retirement (but not death), the Executive would have experienced a
Qualifying Termination if he had terminated at that time, then upon his
retirement he shall (subject to Section 4.2(d)) be entitled to the benefits
provided by this Agreement for a Qualifying Termination.


4.5.       Termination
for Cause or by the Executive Other Than for Good Reason Termination of the
Executive’s employment by the Company for Cause or by the Executive other than
for Good Reason does not constitute a Qualifying Termination.  Upon any such termination, the Executive
shall be entitled to payment only of the Accrued Obligations.


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


4.7.         Release;
Exclusive Remedy.


(a)           This Section 4.7
shall apply notwithstanding anything else contained in this Agreement or any
stock option, restricted stock or other equity-based award agreement to the
contrary.  As a condition precedent to
any Company obligation to the Executive pursuant to Section 4.3 or any
obligation to accelerate vesting of any equity-based award in connection with
the termination of the Executive’s employment, (i) the Executive shall, upon or
promptly following his last day of employment with the Company, provide the
Company with a valid, executed general release agreement in a form acceptable
to the Company, and such release agreement shall have not been revoked by the
Executive pursuant to any revocation rights afforded by applicable law, and
(ii) the Executive shall have complied with any and all covenants set forth in
Article 8 hereof.  The Company shall have
no obligation to make any payment to the Executive pursuant to Section 4.3 (or
otherwise accelerate the vesting of any equity-based award in the circumstances
as otherwise contemplated by the applicable award agreement) unless and until
the release agreement contemplated by this Section 4.7 becomes irrevocable by
the Executive in 



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accordance with all
applicable laws, rules and regulations, or at any time after a breach by
the Executive of any covenant set forth in Article 8.


(b)           The
Executive agrees that the general release agreement described in Section 4.7(a)
will require that the Executive acknowledge, as a condition to the payment of
any benefits under Section 4.3 that the payments contemplated by Section 4.3
(and any applicable acceleration of vesting of an equity-based award in
accordance with the terms of such award in connection with the termination of
the Executive’s employment) shall constitute the exclusive and sole remedy for
any termination of his employment, and the Executive will be required to
covenant, as a condition to receiving any such payment (and any such
accelerated vesting), not to assert or pursue any other remedies, at law or in
equity, with respect to any termination of employment.  The Company and Executive acknowledge and
agree that there is no duty of the Executive to mitigate damages under this
Agreement.  All amounts paid to the
Executive pursuant to Section 4.3 shall be paid without regard to whether the
Executive has taken or takes actions to mitigate damages.


4.8.         Acceleration of Equity
Awards on Change in Control.  Notwithstanding
any other provision herein or in any applicable stock incentive plan document
or award agreement, each stock option, restricted stock, or other equity or
equity-based award granted by the Company to the Executive, to the extent such
award is outstanding and unvested as of the date of a Change in Control, shall
automatically become fully vested as of such Change in Control date.  In the event that the Executive has a
Qualifying Termination during the Protected Period related to a Change in Control
and any stock option, restricted stock, or other equity or equity-based award
(or portion thereof) that had not vested as of the Severance Date was cancelled
or otherwise terminated upon or prior to the date of the related Change in
Control solely as a result of such Qualifying Termination, such award shall be
reinstated and shall automatically become fully vested and, in the case of
stock options or similar awards, the Executive shall be given a reasonable
opportunity to exercise such accelerated portion of the option or other award
before it terminates.


Article
5.               Form
and Timing of Severance Benefits; Tax Withholding;


5.1.         Form
and Timing of Severance Benefits. 
The Severance Benefits described in Sections 4.3(a), 4.3(b), 4.3(d) and
4.3(e) shall be paid in cash to the Executive in a single lump sum as soon as
practicable following the Severance Date, but in no event beyond thirty (30)
days from such date.  Notwithstanding the
foregoing, payment of any and all Severance Benefits are subject to the provisions
of Section 4.7 and Section 11.10.


5.2.         Withholding
of Taxes.  Notwithstanding anything else herein to the contrary, the Company may
withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such 



 13
 









federal,
state and local income, employment, or other taxes as may be required to be
withheld pursuant to any applicable law or regulation.


Article 6.               Section 280G.


6.1.         Possible Gross-Up.


(a)           Subject to Section
6.1(b), in the event it is determined (pursuant to Section 6.2 below) or
finally determined (as defined in Section 6.3(c) below) that any payment,
distribution, transfer, benefit or other event with respect to the Company or a
successor, direct or indirect subsidiary or affiliate of the Company (or any
successor or affiliate of any of them, and including any benefit plan of any of
them), and arising in connection with an event described in Section
280G(b)(2)(A)(i) of the Code, occurring after the Effective Date, to or for the
benefit the Executive or the Executive’s dependents, heirs or beneficiaries
(whether such payment, distribution, transfer, benefit or other event occurs
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 6) (each a “Payment”
and collectively the “Payments”) is or was subject to the excise tax imposed by
Section 4999 of the Code, and any successor provision or any comparable
provision of state or local income tax law (collectively, “Section 4999”), or
any interest, penalty or addition to tax is or was incurred by Executive with
respect to such excise tax (such excise tax, together with any such interest,
penalty, addition to tax, and costs (including professional fees)) hereinafter
collectively referred to as the “Excise Tax”), then, within 10 days after such
determination or final determination, as the case may be, the Company shall pay
to the Executive (or to the applicable taxing authority on Executive’s behalf)
an additional cash payment (hereinafter referred to as the “Gross-Up Payment”)
equal to an amount such that after payment by the Executive of all taxes,
interest, penalties, additions to tax and costs imposed or incurred with
respect to the Gross-Up Payment (including, without limitation, any income and
excise taxes imposed upon the Gross-Up Payment), the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon such
Payment or Payments.  The Gross-Up
Payment, if triggered pursuant to this Section 6.1(a), is intended to put the
Executive in the same position as the Executive would have been had no Excise
Tax been imposed upon or incurred as a result of any Payment.


(b)           Notwithstanding
anything contained in Section 6.1(a) or any other provision of this Agreement
to the contrary, if a reduction in the amount of the Payments by an amount up
to but not in excess of one hundred thousand dollars ($100,000) would avoid the
imputation of any Excise Tax on the remaining Payments (after such reduction),
then the Payments shall be reduced (but not below zero) so that the maximum
amount of the Payments (after reduction) shall be one dollar ($1.00) less than
the amount 



 14
 









which would cause the
Payments to be subject to the Excise Tax. 
Unless the Executive shall have given prior written notice to the
Company to effectuate a reduction in the Payments if such a reduction is
required, the Company shall reduce or eliminate the Payments by first reducing
or eliminating any cash severance benefits, then by reducing or eliminating any
accelerated vesting of stock options, then by reducing or eliminating any
accelerated vesting of other equity-based awards, then by reducing or
eliminating any other remaining Payments.


(c)           The preceding
provisions of this Section 6.1 shall take precedence over the provisions of any
other plan, arrangement or agreement governing the Executive’s rights and
entitlements to any benefits or compensation


6.2.         Initial Determination.  Except as provided in Section 6.3, the
determination that a Payment is subject to an Excise Tax and, in such event,
whether a Gross-Up Payment or reduction in Payments is required pursuant to
Section 6.1, shall be made in writing by a nationally recognized accounting
firm or consulting firm with experience in such matters selected by the
Executive (“Executive’s Accountant”). 
Such determination shall include the amount of the Gross-Up Payment or
reduction in Payments, as applicable, and detailed computations thereof,
including any assumptions used in such computations (the written determination
of the Executive’s Accountant, hereinafter, the “Executive’s Determination”).  The Executive’s Determination shall be
reviewed on behalf of the Company by a nationally recognized accounting firm or
consulting firm with experience in such matters selected by the Company (the “Company’s
Accountant”).  The Company shall notify
Executive within 10 business days after receipt of the Executive’s
Determination of any disagreement or dispute therewith, and failure to so notify
within that period shall be considered an agreement by the Company to make any
required Gross-Up Payment as provided in Section 6.1 above within 10 days from
the expiration of such 10 business-day period. 
In the event of an objection by the Company to the Executive’s
Determination, any amount not in dispute shall be paid within 10 days following
the 10 business-day period referred to herein, and with respect to the amount
in dispute the Executive’s Accountant and the Company’s Accountant shall
jointly select a third nationally recognized accounting firm or consulting firm
with experience in such matters to resolve the dispute and the decision of such
third firm shall be final, binding and conclusive upon the Executive and the
Company.  In such a case, the third
accounting firm’s findings shall be deemed the binding determination with
respect to the amount in dispute, obligating the Company to make any payment as
a result thereof within 10 days following the receipt of such third accounting
firm’s determination.  All fees and
expenses of each of the firms referred to in this Section 6.2 with respect to
the matters referred to in this Section 6 shall be borne solely by the Company.


6.3.         Claim of Taxing Authority.


(a)           The Executive shall
notify the Company in writing of any claim by the Internal Revenue Service (or
any successor thereof) or any state or local taxing authority (individually or
collectively, the “Taxing Authority”) that, 



 15
 









if successful, would
require the payment by the Company of a Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than 30 days after the Executive receives written
notice of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid; provided, however,
that failure by the Executive to give such notice within such 30-day period
shall not result in a waiver or forfeiture of any of the Executive’s rights
under this Section 6 except to the extent of actual damages suffered by the Company
as a result of such failure.  The
Executive shall not pay such claim prior to the expiration of the 15-day period
following the date on which the Executive gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes, interest,
penalties or additions to tax with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such 15-day period (regardless of whether
such claim was earlier paid as contemplated by the preceding parenthetical)
that it desires to contest such claim (and demonstrates to the reasonable
satisfaction of Executive its ability to make the payments to Executive which
may ultimately be required under this section before assuming responsibility for
the claim), Executive shall:


(i)            give the Company any
information reasonably requested by the Company relating to such claim;


(ii)           take such action in
connection with contesting such claim as the Company shall reasonably request
in writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney selected by the
Company that is reasonably acceptable to the Executive;


(iii)          cooperate with the
Company in good faith in order effectively to contest such claim; and


(iv)          permit the Company to
participate in any proceedings relating to such claim;


provided,
however, that the Company shall bear and pay directly all attorneys fees, costs
and expenses (including additional interest, penalties and additions to tax)
incurred in connection with such contest and shall indemnify and hold the
Executive harmless, on an after-tax basis, for all taxes (including, without
limitation, income and excise taxes), interest, penalties and additions to tax
imposed in relation to such claim and in relation to the payment of such costs
and expenses or indemnification.


(b)           Without limitation on
the foregoing provisions of this Section 6.3, and to the extent its actions do
not unreasonably interfere with or prejudice the Executive’s disputes with the
Taxing Authority as to other issues, the Company shall control all proceedings
taken in connection with such 



 16
 









contest and, in its
reasonable discretion, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the Taxing Authority in respect of
such claim and may, at its sole option, either direct the Executive to pay the
tax, interest or penalties claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance an amount equal to
such payment to the Executive, on an interest-free basis, and shall indemnify
and hold the Executive harmless, on an after-tax basis, from all taxes
(including, without limitation, income and excise taxes), interest, penalties
and additions to tax imposed with respect to such advance or with respect to
any imputed income with respect to such advance, as any such amounts are
incurred; and, further, provided, that any extension of the statute of
limitations relating to payment of taxes, interest, penalties or additions to
tax for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount; and, provided,
further, that any settlement of any claim shall be reasonably acceptable to the
Executive and the Company’s control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue.


(c)           If, after receipt by
the Executive of an amount advanced by the Company pursuant to Section 6.3(b),
the Executive receives any refund with respect to such claim, the Executive shall
(subject to the Company’s complying with the requirements of this Section 6)
promptly pay to the Company an amount equal to such refund (together with any
interest paid or credited thereof after taxes applicable thereto), net of any
taxes (including, without limitation, any income or excise taxes), interest,
penalties or additions to tax and any other costs incurred by the Executive in
connection with such advance, after giving effect to such repayment.  If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 6.3(a), it is finally
determined that the Executive is not entitled to any refund with respect to
such claim, then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall be treated as a Gross-Up Payment
and shall offset, to the extent thereof, the amount of any Gross-Up Payment
otherwise required to be paid.


(d)           For purposes of this
section, whether the Excise Tax is applicable to a Payment shall be deemed to
be “finally determined” upon the earliest of: (A) the expiration of the 15-day
period referred to in Section 6.3(a) above if the Company has not notified the
Executive that it intends to contest the underlying claim, (B) the expiration
of any period following which no right of appeal exists, (C) the date upon
which a closing agreement or 



 17
 









similar agreement with
respect to the claim is executed by the Executive and the Taxing Authority
(which agreement may be executed only in compliance with this section), (D) the
receipt by the Executive of notice from the Company that it no longer seeks to
pursue a contest (which shall be deemed received if the Company does not,
within 15 days following receipt of a written inquiry from the Executive,
affirmatively indicate in writing to Executive that the Company intends to
continue to pursue such contest).


6.4.         Over- and Under-Payments.  As a result of uncertainty in the application
of Section 4999 that may exist at the time of any determination that a Gross-Up
Payment is due, it may be possible that in making the calculations required to
be made hereunder, the parties or their accountants shall determine that a
Gross-Up Payment need not be made (or shall make no determination with respect
to a Gross-Up Payment) that properly should be made or that Payments should be
reduced that should have been made (“Underpayment”), or that a Gross-Up Payment
not properly needed to be made should be made or that Payments be reduced by an
amount less than that required pursuant to Section 6.1 (“Overpayment”).  The determination of any Underpayment shall
be made using the procedures set forth in Section 6.2 above and shall be paid
to Executive as an additional Payment (or Gross-Up Payment, as applicable).  The Company shall be entitled to use
procedures similar to those available to the Executive in Section 6.2 to
determine the amount of any Overpayment (provided that the Company shall bear
all costs of the accountants as provided in Section 6.2).  In the event of a determination that an Overpayment
was made, the Executive shall promptly repay the amount of such Overpayment to
the Company together with interest on such amount (at the same rate as is
applied to determine the present value of payments under Section 280G or any
successor thereto), from the date the reimbursable payment was received by the
Executive to the date the same is repaid to the Company; provided, however,
that the amount to be repaid by the Executive to the Company shall be subject
to reduction to the extent necessary to put the Executive in the same after-tax
position as if such Overpayment were never made.


Article 7.               The Company’s
Payment Obligation


7.1.       Payment
of Obligations Absolute.  Except as
provided in Sections 4.2(e), 4.7, 5.2 and in Article 6, the Company’s obligation
to make the payments and the arrangements provided for herein shall be absolute
and unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else.  All amounts payable by the Company hereunder
shall be paid without notice or demand. 
Each and every payment made hereunder by the Company shall be final, and
the Company shall not seek to recover all or any part of such payment from the
Executive or from whoever may be entitled thereto, for any reasons whatsoever,
except as otherwise provided in Article 6 or Article 9.


The Executive shall not
be obligated to seek other employment in mitigation of the amounts payable or
arrangements made under any provision of this 



 18
 









Agreement, and the
obtaining of any such other employment shall in no event effect any reduction
of the Company’s obligations to make the payments and arrangements required to
be made under this 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 contractual right to the benefits to
which he or she is entitled hereunder. 
The Company expressly waives any ability, if possible, to deny liability
for any breach of its contractual commitment hereunder upon the grounds of lack
of consideration, accord and satisfaction or any other defense.  In any dispute arising after a Change in
Control as to whether the Executive is entitled to benefits under this
Agreement, there shall be a presumption that the Executive is entitled to such
benefits and the burden of proving otherwise shall be on the Company.  However, nothing herein contained shall
require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark, or otherwise set aside any funds or other
assets, in trust or otherwise, to provide for any payments to be made or
required hereunder.


7.3.       Pension
Plans; Duplicate Benefits.  All
payments, benefits and amounts provided under this Agreement shall be in
addition to and not in substitution for any pension rights under the Company’s
tax-qualified pension plan, supplemental retirement plans, nonqualified
deferred compensation plans, bonus plans, and any disability, workers’
compensation or other Company benefit plan distribution that the Executive is
entitled to as of his Severance Date. 
Notwithstanding the foregoing, this Agreement shall not create an
inference that any duplicate payments shall be required.  No payments made pursuant to this Agreement
shall be considered compensation for purposes of any such benefit plan.  Payment of the Executive’s Accrued
Obligations shall be deemed to not duplicate any benefit contemplated by this
Agreement and shall not result in an offset pursuant to Section 4.2(e).


Article 8.               Trade Secrets;
Non-Solicitation and Non-Disparagement


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


(a)           In
the course of performing his duties for the Company, the Executive will
receive, and acknowledges that he or she has received, confidential
information, including without limitation, information not available to
competitors relating to the Company’s existing and contemplated financial
plans, products, business plans, operating plans, research and development
information, and customer information, all of which is hereinafter referred to
as “Trade Secrets.”  The Executive agrees
that he or she will not, either during his employment or subsequent to the
termination of his employment with the Company, directly or indirectly
disclose, publish or otherwise divulge any Trade Secret of the Company or any
of its affiliates to anyone outside the Company, or use such information in any
manner which would adversely affect the business or business prospects of the
Company, without prior written authorization from the Company to do so.  The Executive further agrees that if, at the
time of the termination of his 



 19
 









employment
with the Company, he is in possession of any documents or other written or
electronic materials constituting, containing or reflecting Trade Secrets, the
Executive will return and surrender all such documents and materials to the
Company upon leaving its employ.  The
restrictions and protection provided for in this Section 8(a) shall be in
addition to any protection afforded to Trade Secrets by law or equity and in
addition to any protection afforded to Trade Secrets by any other agreement
between the Executive and the Company.


(b)           For
a period of one year following the termination of the Executive’s employment
with the Company, the Executive shall not, directly or indirectly through, aid,
assistance or counsel, on the Executive’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 months prior to the termination of the Executive’s
employment with the Company, employed by any member of the Company Group, or
(ii) by any means issue or communicate any private or public statement that may
be critical or disparaging of any member of the Company Group, or any of their
respective products, services, officers, directors or employees.


(c)           The Executive represents
that he (i) is familiar with the foregoing covenants, (ii) is fully
aware of his obligations hereunder, (iii) agrees to the reasonableness of the
length of time, scope and geographic coverage of the foregoing covenants, and
(iv) agrees that such covenants are necessary to protect the Company’s
confidential and proprietary information, good will, stable workforce, and
customer relations.


(d)           The Executive agrees that a breach of any of the covenants in this
Article 8 would cause immediate and irreparable harm to the Company that would
be difficult or impossible to measure, and that damages to the Company for any
such injury would therefore be an inadequate remedy for any such breach.  Accordingly, the Executive agrees that if he
breaches any term of this Article 8, the Company shall be entitled, in addition
to and without limitation upon all other remedies the Company may have under
this Agreement, at law or otherwise, to obtain injunctive or other appropriate
equitable relief to restrain any such breach upon a showing by the Company of
the legal requirements to obtain such relief.


Article 9.               Claims Procedure


9.1.       Committee Review.  The Executive or, in the event of the
Executive’s death, the Executive’s Beneficiary (as applicable, the “Claimant”)
may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant from this Agreement.  Such claim shall be delivered to the
Committee care of the Company in accordance with the notice provisions of Section
11.7.  If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within
sixty (60) days after such notice was received by the Claimant.  All other claims must be 



 20
 









made within two hundred
and seventy (270) days of the date on which the event that caused the claim to
arise occurred (subject to any timing requirements that may apply in the case
of a purported termination for Good Reason). 
The claim must state with particularity the determination desired by the
Claimant.


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


(a)           that the Claimant’s
requested determination has been made, and that the claim has been allowed in
full; or


(b)           that
the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:


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


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


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


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


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


9.3.       Pre and Post-Change in Control Procedures.  With respect to claims made prior to the
occurrence of a Change in Control, a Claimant’s compliance with the foregoing
provisions of this Article 9 is a mandatory prerequisite to a Claimant’s right
to commence arbitration pursuant to Section 9.4 with respect to any claim for
benefits under this Agreement.  With
respect to claims made upon and after the occurrence of a Change in Control,
the Claimant may proceed directly to arbitration in accordance with Section 9.4
and need not first satisfy the foregoing provisions of this Article 9.



 21
 









9.4.       Arbitration
of Claims.  All claims or
controversies arising out of or in connection with this Agreement, that the
Company may have against any Claimant, or that any Claimant may have against
the Company or against its officers, directors, employees or agents acting in
their capacity as such, shall, subject to the initial review provided for in
the foregoing provisions of this Article 9 that are effective with 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 and
binding upon the Company and the Claimant and that judgment may be entered on
the award of the arbitrator in any court having proper jurisdiction.  The arbitrator shall review de novo any claim previously considered by
the Committee pursuant to Section 9.1.


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


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


The arbitrator shall
interpret this Agreement, any applicable Company policy or rules and
regulations, any applicable substantive law (and the law of remedies, if
applicable) of the state in which the claim arose, or applicable federal
law.  In reaching his or her decision,
the arbitrator shall have no authority to change or modify any lawful Company
policy, 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 the
interpretation, applicability, enforceability or formation of this Agreement,
including but not limited to, any claim that all or any part of this Agreement
is voidable.


The arbitration shall be
conducted pursuant to California Code of Civil Procedure Sections 1282 et. seq.



 22
 









Notwithstanding the foregoing provisions, the
Company and the Executive each may apply to any court of competent jurisdiction
in the state of California for a temporary restraining order, preliminary
injunction, or other interim or conservatory relief, to ensure that any relief
sought in arbitration is not rendered ineffectual through interim harm and as
necessary to enforce the provisions of this Agreement, without breach of this
arbitration agreement and without abridgement of the powers of the arbitrator.


9.5.       Claims
Expenses; Legal Fees and Expenses of Executive. The Company shall advance
and bear all reasonable expenses of any arbitration conducted under this Article
9 and all reasonable legal fees and expenses incurred by Claimant in pursuing a
claim at and through any stage of review or dispute resolution pursuant to this
Article 9; provided, however, that if it is finally determined
that the Claimant did not pursue the claim or commence the arbitration in good
faith and had no reasonable basis therefore, the Claimant shall repay all of
Claimant’s legal fees and expenses advanced by the Company and shall reimburse
the Company for its reasonable legal fees and expenses in connection therewith
(except that, in any event, the Company shall be responsible for payment of the
forum costs of any 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, by purchase, merger,
consolidation, or otherwise) of all or substantially all of the business and/or
assets of the Company or of any division or subsidiary thereof (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 assume and agree to perform
the Company’s obligations under this Agreement in the same manner and to the
same extent that the Company would be required to perform them if such
succession had not taken place.  Failure
of the Company to obtain such assumption and agreement in a written instrument
prior to the effective date of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if he had terminated his employment with the Company voluntarily for
Good Reason.  Except for the purpose of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Executive’s Severance Date if the Executive so
elects, but any delay or failure by the Executive to so elect shall not be a
waiver or release of any rights hereunder which may be asserted at any time.


10.2.    Assignment
by the Executive.  This Agreement
shall inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees.


Article 11.            Miscellaneous


11.1.    Employment
Status.  Except as may be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by 



 23
 









the Company is “at will,”
and, prior to the effective date of a Change in Control, may be terminated by
either the Executive or the Company at any time, subject to applicable law.


11.2.    Beneficiaries.  The Executive may designate one or more
persons or entities as the primary and/or contingent Beneficiaries of any
Severance Benefits owing to the Executive under this Agreement.  If the Executive dies while any amount would
still be payable to him hereunder had he continued to live, all such amounts,
unless otherwise provided herein, shall be paid to the Executive’s Beneficiary
in accordance with the terms of this Agreement. 
If the Executive has not named a Beneficiary, then such amounts shall be
paid to the Executive’s devisee, legatee, or other designee, or if there is no
such designee, to the Executive’s estate. 
The Executive may make or change such designation at any time, provided
that any designation or change thereto must be in the form of a signed writing
acceptable to and received by the Committee.


11.3.    Gender
and Number; Section Headings.  Where
the context requires herein, the singular shall include the plural, the plural
shall include the singular, and any gender shall include all other
genders.  The section headings of, and titles of
paragraphs and subparagraphs contained in, this Agreement are for the purpose
of convenience only, and they neither form a part of this Agreement nor are
they to be used in the construction or interpretation thereof.


11.4.    Severability.  In the event any provision of this Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of this Agreement, and this Agreement
shall be construed and enforced as if the illegal or invalid provision had not
been included.


11.5.    Entire
Agreement.  This Agreement, together
with any employment agreement and any written agreement evidencing any stock
option or other equity-based incentive award previously granted by the Company,
embodies the entire agreement of the parties hereto respecting the matters
within its scope.  As of the Effective
Date, this Agreement shall supersede all other agreements of the parties hereto
that are prior to or contemporaneous with the Effective Date and that directly
or indirectly bear upon the subject matter hereof (including, without
limitation, any Prior Change in Control Agreement), other than any prior
agreement relating to any right to indemnification the Executive may have from
the Company or the Executive’s right to be covered under any applicable
insurance policy, with respect to any liability the Executive incurred or may
incur as an employee, officer or director of the Company or its
affiliates.  Any negotiations,
correspondence, agreements, proposals or understandings prior to the Effective
Date relating to the subject matter hereof shall be deemed to have been merged
into this Agreement, and to the extent inconsistent herewith, such
negotiations, correspondence, agreements, proposals, or understandings shall be
deemed to be of no force or effect. 
There are no representations, warranties, or agreements, whether express
or implied, or oral or written, with respect to the subject matter hereof,
except as expressly set forth herein. 
This Agreement is an integrated agreement.


11.6.    Modification.  Except as expressly provided in the
definition of “Good Reason” in Section 3 with respect to certain waivers of
circumstances that would 



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otherwise constitute Good
Reason, no provision of this Agreement may be modified, waived, or discharged
unless such modification, waiver, or discharge is agreed to in writing and
signed by the Executive and by an authorized member of the Committee or its
designee, or by the respective parties’ legal representatives and successors.


11.7.      Notice.  For purposes of this Agreement, notices,
including a Notice of Termination, and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or on the date stamped as received by the U.S. Postal Service
for delivery by certified or registered mail, postage prepaid and addressed:
(i) if to the Executive, 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 the Company may furnish to the Executive in writing with specific
reference to this Agreement and the importance of the notice, except that
notice of change of address shall be effective only upon receipt.


11.8.      Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which together shall constitute one
and the same instrument.  This Agreement
shall become binding when one or more counterparts hereof, individually or
taken together, shall bear the signatures of all of the parties hereto
reflected hereon as the signatories. 
Photographic copies of such signed counterparts may be used in lieu of
the originals for any purpose.


11.9.      Applicable
Law.  To the extent not preempted by
the laws of the United States, the laws of the State of California shall be the
controlling law in all matters relating to this Agreement (notwithstanding any
California or other conflict of law provision to the contrary).  Any statutory reference in this Agreement
shall also be deemed to refer to all applicable final rules and final
regulations promulgated under or with respect to the referenced statutory
provision.


11.10.    Section
409A.


(a)           Notwithstanding
any provision of this Agreement to the contrary, if the Executive is a “specified
employee” as defined in Section 409A of the Code (“Section 409A”), the
Executive shall not be entitled to any payments in connection with a separation
from service of the Executive (within the meaning of Section 409A) until the
earlier of (i) the date which is six (6) months after his separation from
service for any reason other than death, or (ii) the date of the Executive’s
death.  Furthermore, with regard to any
benefit to be provided upon a termination of employment, to the extent required
to avoid the imputation of any tax, penalty or interest under Section 409A, the
Executive shall pay the premium for such benefit during the aforesaid period
and be reimbursed by the Company therefor promptly after the end of such
period.  The provisions of this Section
11.10 shall only apply if, and to the extent, required to avoid the imputation
of any tax, penalty or interest under Section 409A.



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(b)           To
the extent that this Agreement or any plan, program or award of the Company in
which the Executive participates or which has been or is granted by the Company
to the Executive, as applicable, is subject to Section 409A, the Company and
the Executive agree that the terms and conditions of this Agreement and such
other plan, program or award shall be construed and interpreted to the maximum
extent reasonably possible, without altering the fundamental intent of the
agreement, to avoid the imputation of any tax, penalty or interest under
Section 409A.


IN WITNESS 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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