Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 6th
day of February 2008, by and between International Rectifier Corporation, a
Delaware corporation (the "Corporation"), and Oleg Khaykin, an individual (the
"Executive").
RECITALS
THE CORPORATION AND THE EXECUTIVE ENTER INTO THIS AGREEMENT on the basis of the
following facts, understandings and intentions:
A.
The Corporation desires that the Executive be employed by the Corporation to
carry out the duties and responsibilities described below, all on the terms and
conditions hereinafter set forth.
B.
The Executive desires to accept employment on such terms and conditions.
NOW, THEREFORE, in consideration of the above recitals incorporated herein and
the mutual covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, the Corporation and the Executive agree as follows:
1.
Retention and Duties.
1.1
RETENTION.
THE CORPORATION HEREBY AGREES TO
ENGAGE AND EMPLOY THE EXECUTIVE FOR THE PERIOD OF EMPLOYMENT (AS DEFINED IN
SECTION 2) ON THE TERMS AND CONDITIONS EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE EXECUTIVE HEREBY ACCEPTS AND AGREES TO SUCH ENGAGEMENT AND EMPLOYMENT, ON
THE TERMS AND CONDITIONS EXPRESSLY SET FORTH IN THIS AGREEMENT.
1.2
DUTIES.
DURING THE PERIOD OF EMPLOYMENT, THE
EXECUTIVE SHALL SERVE THE CORPORATION AS ITS PRESIDENT AND CHIEF EXECUTIVE
OFFICER AND SHALL BE PRINCIPALLY RESPONSIBLE FOR THE GENERAL SUPERVISION,
DIRECTION AND CONTROL OF THE BUSINESS AND OFFICERS OF THE CORPORATION, IN EACH
CASE SUBJECT TO THE GENERAL DIRECTION OF THE CORPORATION'S BOARD OF DIRECTORS
(THE "BOARD").
DURING THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL HAVE THE
POWERS AND DUTIES CUSTOMARILY ATTENDANT TO THE OFFICES OF PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF A CORPORATION OF THE SIZE AND NATURE OF THE CORPORATION AND
SUCH OTHER POWERS AND DUTIES COMMENSURATE WITH HIS POSITION AS THE BOARD MAY
ASSIGN FROM TIME TO TIME.
THE EXECUTIVE SHALL ALSO BE SUBJECT TO THE CORPORATE
POLICIES OF THE CORPORATION AS THEY ARE IN EFFECT FROM TIME TO TIME THROUGHOUT
THE PERIOD OF EMPLOYMENT (INCLUDING, WITHOUT LIMITATION, THE CORPORATION'S
INSIDER TRADING POLICY, CODE OF ETHICS, AND EMPLOYEE POLICIES, AS THEY MAY
CHANGE FROM TIME TO TIME).
DURING THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL
REPORT SOLELY TO THE BOARD.
THE CORPORATION SHALL APPOINT THE EXECUTIVE TO THE
BOARD PROMPTLY FOLLOWING THE COMMENCEMENT DATE (AS DEFINED IN SECTION 2).
IN
CONNECTION WITH ANY EXPIRATION OF THE TERM OF THE EXECUTIVE'S BOARD SEAT DURING
THE PERIOD OF EMPLOYMENT, THE CORPORATION SHALL RE-NOMINATE THE EXECUTIVE AT THE
RELATED ANNUAL MEETING OF THE CORPORATION'S
1
STOCKHOLDERS TO FILL A BOARD SEAT, IF THE EXECUTIVE IS ELECTED AS A DIRECTOR,
THAT WOULD HAVE THE LONGEST REMAINING TERM OF THE DIRECTOR SEATS TO BE FILLED AT
THAT MEETING (BUT THE BOARD SHALL NOT BE REQUIRED TO CHANGE THE CLASS OF SEAT
THE EXECUTIVE HAS THERETOFORE FILLED AS A DIRECTOR) AND, IN SUCH CASES, SHALL
USE GOOD FAITH EFFORTS TO KEEP THE EXECUTIVE ON THE BOARD; PROVIDED THE
EXECUTIVE IS CONTINUING AS