8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 23, 2007

INTERNATIONAL RECTIFIER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-7935	95-1528961
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)
233 Kansas Street
El Segundo, California		90245
(Address of principal executive offices)		(Zip Code)

(310) 726-8000

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On October 17, 2007, the Compensation and Stock Options Committee (“Compensation Committee”) of the Board of Directors of International Rectifier Corporation (“Registrant”)  approved a binding commitment to grant employee stock options to selected key employees at a future date that is the third business day after Registrant becomes current in filing all its then-due financial statements with the Securities and Exchange Commission (“SEC”) or, if such date is within 15 days prior to the close of a Registrant fiscal quarter or is subsequent to the close of a Registrant fiscal quarter but prior to the filing with the SEC of the Registrant’s periodic or annual report on Form 10-Q or 10-K for such quarter, then on the third business day following such filing with the SEC. The exercise price will be determined in accordance with Registrant’s 2000 Incentive Plan, as amended, on the grant date, but the vesting period will commence on October 18, 2007. A copy of the form of letter agreement evidencing this commitment to grant is attached as Exhibit 99.1 to this report.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)(i) Registrant’s Compensation Committee at its meeting on October 17, 2007 approved a letter agreement as referenced in Item 1.01 of this Form 8-K providing for 20,000 employee stock options to be granted at a future date to Ms. Linda Pahl, acting Chief Financial Officer of the Registrant.

(ii) Registrant’s Compensation Committee at its meeting on October 17, 2007 approved a letter agreement as referenced in Item 1.01 of this Form 8-K providing for 30,000 employee stock options to be granted at a future date to Dr. Michael Briere, Executive Vice President, Research & Development and Chief Technology Officer of the Registrant.

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Item 9.01.              Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Form of Option Grant Commitment Letter.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
		INTERNATIONAL RECTIFIER
		CORPORATION
Date:	October 23, 2007	By	/s/ Donald R. Dancer
			Donald R. Dancer,
			Chief Executive Officer (acting), Secretary Counsel
			and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Form of Option Grant Commitment Letter.

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EX-99.1

Exhibit 99.1

[Form of Option Grant Commitment Letter]

Dear [Key Employee]:

The Company considers you an important contributor to its future success and it recognizes the uncertainties that accompany the present circumstances referred to in the Company’s public disclosures.

The Compensation Committee of the Board of Directors (the “Committee”) has determined that employee stock options are appropriate at this time. Because current public financial statements of the Company are not available, however, the Company is not regularly granting stock options. As a result, the Committee has approved a commitment by the Company to make a grant of stock options to you when the Company is current in its public reporting obligations, but with a vesting schedule that gives you credit for your service from today through the actual grant date of the options. The purpose of this letter agreement is to document that commitment.

If you remain employed by the Company (or one of our subsidiaries) through the Grant Date described below, on the Grant Date the Company will grant you stock options for the purchase of [       ] shares of Company common stock (subject to customary adjustments for any stock splits, reverse stock splits, stock dividends or any similar changes in capitalization that may occur).

The grant will be made to you under the terms and conditions of the Company’s 2000 Incentive Plan, as amended (the “Plan”) and the terms of the Company’s standard form of employee stock option agreement that will be issued to you once the options have actually been granted.

The “Grant Date” will be the third New York Stock Exchange trading day that follows the business day on which the Company is again current in its financial statement reporting obligations to the Securities and Exchange Commission (which is currently expected to be when the Company files its Annual Report on Form 10-K for its fiscal year ended June 30, 2007, and any then past due financial report for a subsequent fiscal quarter), provided that if such date is within 15 days prior to the close of a Company fiscal quarter or is subsequent to the close of a Company fiscal quarter but prior to the Company’s filing with the SEC of its periodic or annual report on Form 10-Q or Form 10-K for such quarter, then on the third business day following the filing of such report with the SEC. The per share exercise price of the option will be the Fair Market Value on the Grant Date as defined in the Plan.

The options will be subject to the Company’s customary three-year vesting schedule and have a term of five years from the date of grant. The vesting period of the options will be set so that it commences on [October      , 2007]. For example, if the Grant Date occurs on January 15, 2008, you would already have three months of vesting service as of the actual Grant Date of the options. Except in the event of a termination for Cause, as defined in the Plan, or the expiration of the term of the options, you will be provided one year following your termination of employment with the Company in which to exercise the options (provided that if such one year period falls on a date on which options may not be honored by the Company, through blackout or otherwise, such one year period shall be extended to the date that is thirty days following the end of such blackout or other period).

This letter agreement shall be governed by the laws of the State of California and shall be binding upon International Rectifier Corporation, its successors and assigns.

Thank you for your continuing efforts in support of the Company. Keep up the great work! If you have any questions regarding these option grants, please call [                      ] at [                    ].

Sincerely,

Acknowledged and Agreed:      By: [Employee]

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