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):  March 6, 2008

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 (Address of principal executive offices)
		90245
		(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))

Section 5 — Corporate Governance and Management

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

5.02(c) Appointment of Officer

International Rectifier Corporation (the “Company”) and Donald R. Dancer, the Company’s Executive Vice President and Chief Administrative Officer, are parties to a Compensation Agreement, dated October 29, 2007 (“Dancer Compensation Agreement”) and a Severance Agreement, dated October 29, 2007 (“Dancer Severance Agreement”).  Copies of the Dancer Compensation Agreement and the Dancer Severance Agreement were filed as Exhibits 10.5 and 10.1, respectively, to the Company’s Current Report on Form 8-K dated and filed on November 2, 2007 and incorporated herein by reference.

The Company and Mr. Dancer entered into a letter agreement dated March 6, 2008 (“Dancer Letter Agreement”), that supplements and amends certain terms and conditions of the Dancer Compensation Agreement and the Dancer Severance Agreement.  The Dancer Letter Agreement provides that Mr. Dancer’s positions and titles with the Company shall be Executive Vice President and Chief Administrative Officer, and that Mr. Dancer will additionally retain on an interim basis the titles and positions of General Counsel and Secretary.

The Dancer Letter Agreement further provides that:

(i)  In addition to Mr. Dancer’s base salary, annual bonus opportunity and the special cash bonus Mr. Dancer became entitled to receive on March 1, 2008 under the Compensation Agreement, Mr. Dancer will receive: (i) a one-time cash retention payment of $600,000 if he is employed by the Company on September 1, 2008 and (ii) a one-time cash retention payment of $400,000 if he is employed by the Company on March 1, 2009 (together the “Retention Bonuses”).  If Mr. Dancer’s employment terminates for any reason before September 1, 2008, he will receive a prorated portion of the $600,000 retention payment based on the number of days served between March 1, 2008 and September 1, 2008;

(ii) In addition to the award of stock options and restricted stock units contemplated by the Compensation Agreement,  Mr. Dancer will be entitled to receive equity awards on a basis that is consistent with the level and terms of equity awards provided to other executive officers of the Company, subject to the discretion of the Company’s Compensation and Stock Options Committee;

(iii)  If Mr. Dancer’s employment with the Company is terminated for any reason other than by the Company with “cause” and the termination would not entitle Mr. Dancer to receive severance benefits under the Dancer Severance Agreement, Mr. Dancer will receive a cash amount equal to the sum of one times his annual “base pay” and that year’s “target bonus”, and he would be entitled to twelve months’ continued medical plan coverage.  Additionally, Mr. Dancer will have the later of (i) one year following his termination date, and (ii) the date that is 90 days after the Company is again current in its financial statement reporting obligations under Section 13 of the Securities Exchange Act of 1934 in order to exercise his vested stock options. Mr. Dancer will be required to provide a release of claims in order to receive any of the foregoing benefits. (For purposes of this paragraph and paragraph (iv) immediately following, the terms “cause”, “base pay”, and “target bonus”, have the meanings set forth in the Dancer Severance Agreement.); and

(iv)  If Mr. Dancer’s employment by the Company is terminated for any reason other than by the Company with Cause and such termination would entitle Mr. Dancer to receive severance benefits under the Dancer Severance Agreement, Mr. Dancer will only be entitled to the severance benefits provided under the Dancer Severance Agreement and not any additional severance benefits under the Dancer Letter Agreement.

The Dancer Letter Agreement also amends the Dancer Severance Agreement to confirm that any changes in title and position of Mr. Dancer as contemplated by the Dancer Letter Agreement do not result in an event giving rise to benefits under the Dancer Severance Agreement.

The foregoing description of the Dancer Letter Agreement is not complete and is qualified in its entirety by reference to the actual Dancer Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto.

On March 6, 2008, the Company filed a Current Report on Form 8-K (“March 6 Report”), reporting, among other things, the appointment of Mr. Dancer as Executive Vice President and Chief Administrative Officer and that compensatory arrangements regarding Mr. Dancer would be filed in a subsequent report.  This report supplements Items 5.02(c) and 5.02(e) of the March 6 Report regarding the compensatory arrangements for Mr. Dancer and is filed in lieu of the amendment contemplated by the March 6 Report.

5.02(e) Compensatory Arrangements of Officer

A.  The matters described in Item 5.02(c) above regarding the compensatory arrangements of Mr. Dancer are incorporated herein.

B.   The Company and Linda J. Pahl, the Company’s acting Chief Financial Officer, entered into a letter agreement dated March 6, 2008 (“Pahl Letter Agreement”), providing for: (i) a bonus payment of $100,000, if Ms. Pahl is an employee in good standing with the Company on June 2, 2008, or if her employment is terminated by the Company for any reason other than cause prior to June 2, 2008, in each case conditioned upon the Company completing its pending financial restatement by that time; (ii) an enhanced severance payment equal to one year’s base pay, in lieu of any other severance benefit from the Company, if Ms. Pahl’s employment is terminated following June 2, 2008 for any reason other than by the Company for cause; and (iii) an increase in Ms. Pahl’s quarterly incentive bonus from $25,000 to $35,000 effective February 1, 2008, with the quarterly incentive bonus pro-rated for any partial quarter Ms. Pahl serves as the Company’s acting chief financial officer.

Additionally, the Pahl Letter Agreement provides that if the Company appoints another person to serve as the Company’s chief financial officer, the Company will appoint Ms. Pahl to the position of Senior Vice President — Finance rather than return Ms. Pahl’s to her position immediately prior to her service as the Company’s acting chief financial officer.

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The Pahl Letter Agreement further provides that following Ms. Pahl’s service as the Company’s acting chief financial officer, Ms. Pahl may elect to become a part-time employee for a minimum of ninety days to assist in any transition, with compensation to be determined by good faith agreement of the parties at the beginning of any such service.

Ms. Pahl and the Company are parties to a Severance Agreement, dated October 29, 2007 (the “Pahl Severance Agreement”), providing certain benefits to Ms. Pahl in the event of a voluntary termination for good reason, as defined, or an involuntary termination other than for cause, as defined, following a change in control of the Company as specified in the Pahl  Severance Agreement.  The Pahl Severance Agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated and filed on November 2, 2007 and incorporated herein by reference.  The Pahl Letter Agreement amends the Pahl Severance Agreement in order to confirm that any changes in title and position while Ms. Pahl remains an employee of the Company as contemplated by the Pahl Letter Agreement do not result in an event giving rise to benefits under the Pahl Severance Agreement.

The foregoing description of the Pahl Letter Agreement is not complete and is qualified in its entirety by reference to the actual Pahl Letter Agreement a copy of which is filed as Exhibit 10.2 hereto.

Item 9.01.           Financial Statements and Exhibits.

(d)                             Exhibits

Exhibit Number	Description
10.1	Letter Agreement, dated March 6, 2008, between International Rectifier Corporation and Donald R. Dancer.
10.2	Letter Agreement, dated March 6, 2008, between International Rectifier Corporation and Linda J. Pahl.

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:  March 12, 2008	By	/s/ Donald R. Dancer
		Donald R. Dancer,
		Executive Vice President and Chief Administrative Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Letter Agreement, dated March 6, 2008, between International Rectifier Corporation and Donald R. Dancer.
10.2	Letter Agreement, dated March 6, 2008, between International Rectifier Corporation and Linda J. Pahl.

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EX-10.1

Exhibit 10.1

March 6, 2008

Donald R. Dancer

Re:Compensation Agreement and Severance Agreement

Dear Don:

                Reference is made to that certain Compensation Agreement between you and International Rectifier Corporation (the “Company”), dated as of October 29, 2007 (the “Compensation Agreement”) and that certain Severance Agreement between you and the Company dated as of October 29, 2007 (the “Severance Agreement” and collectively with the Compensation Agreement, the “Agreements”)).  The purpose of this letter agreement is to supplement and amend the terms of the Compensation Agreement and to amend the Severance Agreement, effective as of March 1, 2008, as follows:

Compensation Agreement

(1)  Change in Title/Position.  The Compensation Agreement is hereby amended to provide that effective as of March 1, 2008, your title is Executive Vice President, Chief Administrative Officer and you have the duties and authorities that are commensurate with such positions.  You additionally retain on an interim basis your titles of General Counsel and Secretary, and the Board retains the right, in its sole discretion, to reassign the titles of General Counsel and Secretary and the duties and authorities commensurate with such positions to other persons.  As of March 1, 2008, you no longer serve as the Company’s Chief Executive Officer.

(2)  Equity Awards.  Subject to the discretion of the Company’s Compensation Committee, you will be entitled to receive equity awards on a basis that is consistent with the level and terms of equity awards provided to other executive officers of the Company.  For purposes of clarity, any such equity award would be in addition to, and not in lieu of, the stock options and RSU Award (as defined in the Compensation Agreement) set forth in paragraphs 5 and 6 of the Compensation Agreement.

(3)  Retention Payments.  In addition to your base salary, annual bonus opportunity and the special cash bonus you became entitled to receive on March 1, 2008 under the Compensation Agreement, you will also receive: (i) a one-time cash retention payment of $600,000 if you are employed by the Company on September 1, 2008 (payable within ten (10) business days thereafter) and (ii) a one-time cash retention payment of $400,000 if you are employed by the Company on March 1, 2009 (payable within ten (10) business days thereafter) (collectively, the “Retention Bonuses”).

Notwithstanding the foregoing, if your employment is terminated by the Company without Cause (as defined in the Separation Agreement) before either or both of the Retention Bonuses become payable, you will receive a cash lump sum payment equal to the then-unpaid portion of the Retention Bonuses (payable within ten (10) business days after the date of your termination of employment).

In addition, if you terminate your employment for any reason before either or both of the Retention Bonuses become payable, you will receive a cash lump sum payment of a portion of the Retention Bonuses as follows: if your employment terminates before September 1, 2008, you will receive an amount equal to $600,000 multiplied by a fraction, the numerator of which is the number of days you worked from March 1, 2008 to your termination date and the denominator of which is 184.

(4)  Special Severance Payment.    If your employment by the Company is terminated for any reason other than by the Company with Cause and such termination does not constitute a Qualifying Termination that gives rise to your entitlement to benefits under Section 2 of the Separation Agreement, you will receive (i) a cash amount equal to the sum of one times your annual Base Pay and that year’s Target Bonus, and (ii) the Employee Benefits described in Section 2(c) of the Separation Agreement but with an Employee Benefits Continuation Period of 12 months from the date of your employment termination.  With respect to any stock options that are vested as of the date of your employment termination, you will have the later of (i) one year following your employment termination date, and (ii) the date that is 90 days after the Company is again current in its financial statement reporting obligations under Section 13 of the Securities Exchange Act of 1934 for the purposes of the exercise of stock options under the Company’s stock option plan, after which time any and all of your stock options that you have not exercised shall terminate and be of no further force and effect; provided however, your vested stock options shall be subject to all other terms and conditions of the plan and other documents under which the options were originally granted, including, without limitation, early termination upon the first to occur of (i) the maximum year term of such options upon grant or (ii) a change of control of the Company, in each case on the terms provided for under the applicable option plan and option agreement.    You will only be entitled to receive the benefits described in this paragraph upon a termination of employment upon your execution and delivery to the Company of a release agreement in the form set forth in Section 2(p) of the Separation Agreement. (For purposes of this paragraph, the terms Cause, Qualifying Termination, Base Pay, Target Bonus, Employee Benefits and Employee Benefits Continuation Period have the meanings set forth in the Separation Agreement.)

If, however, your employment by the Company is terminated for any reason other than by the Company with Cause and such termination constitutes a Qualifying Termination that gives rise to your entitlement to benefits under Section 2 of the Separation Agreement, you will only be entitled to the benefits provided under the Separation Agreement and will not be entitled to any additional severance under this paragraph 4.

(5)  Section 409A.  If you become entitled to a payment under either the third grammatical paragraph of Section 3 above or the first grammatical paragraph of Section 4 above, the payment will be made to you on (or within ten (10) business days after) the date of your “separation from service” with the Company (within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder).  However, if you are a “specified employee” of the Company for purposes of Section 409A of the Code, the amount otherwise payable to you pursuant to this paragraph in connection with your separation from service shall not be paid until the date that is six months and one day after the date you have a separation from service with the Company (or, if earlier, the date of your death), and shall be paid (without interest) on or within ten (10) business days after that date, to the extent such six-month delay is required to avoid the imputation of any tax, penalty, or interest under Section 409A of the Code.

Separation Agreement

(1)  Definition of Change in Control and Good Reason.  The Separation Agreement is hereby amended effective as of March 1, 2008 to provide that your changes in position and title set forth above do not and shall not constitute a “Change in Control” under Section 1(e) of the Separation Agreement nor shall they constitute “Good Reason” under Section 1(m) of the Separation Agreement.

(2)  Waiver.  You expressly waive any and all rights you may have otherwise had to benefits under the Separation Agreement as a result of the change in your title as set forth herein and you expressly acknowledge and agree that the benefits and promises set forth herein constitute adequate consideration for your agreement to waive any such rights thereunder.

                This letter agreement does not modify any other terms of the Agreements except as expressly set forth above.

                If this letter agreement accurately sets forth our agreement with respect to the foregoing matters, please indicate your acceptance by signing this letter below and returning it to me.  A duplicate copy of this letter agreement is included for your records.

International Rectifier Corporation
By:
Print Name:		Lawrence A. Michlovich
Title:	Vice President & Assistant Secretary

Accepted and Agreed:
Donald R. Dancer
Date:	3/12/08

EX-10.2

Exhibit 10.2

March 6, 2008

Linda J. Pahl

Dear Linda:

I would like to extend to you the company’s appreciation for the extra efforts you are making in connection with the company’s reconstruction and upcoming restatement of financial statements, while the company manages through its current transition.   While I cannot foresee how long this situation will last, our current expectation is that we may ask you to provide these extra efforts until at least June 2, 2008.

As a consequence of these additional responsibilities, the company would like to extend to you the following additional incentives:

1.Bonus:  You will receive a bonus payment of $100,000, if you are still an employee in good standing with IR on June 2, 2008, or if your employment is terminated by the company for any reason other than cause prior to June 2, 2008, in each case conditioned upon the company completing its pending financial restatement by that time.

2.Separation Payment:  If your employment is terminated following June 2, 2008 for any reason other than by the company for cause, then you will be entitled to an enhanced severance payment equal to one year’s base pay, in lieu of any other severance benefit from the company.

3.Quarterly Incentive Bonus:  Your quarterly incentive bonus of $25,000 shall be increased to $35,000 effective February 1, 2008.  The quarterly incentive bonus shall be pro-rated for any partial quarter served as the company’s acting chief financial officer.

4.Change in Chief Financial Officer Position:  If prior to your employment termination, the company shall appoint another person to serve as the company’s chief financial officer, the company would appoint you to the position of Senior Vice President — Finance in lieu of any return to your position in effect prior to your service as the company’s acting chief financial officer during the transition period, and in lieu of any other position within the company’s finance department.

5.Following your service as the company’s acting chief financial officer, your service, at your option would become that of a part-time employee for a minimum of ninety days to assist in any transition, with enough part-time service to ensure coverage under the company’s health and dental benefit programs during such period.  Following such ninety day period, either party could terminate such service upon 30 days written notice.  Compensation as a part time employee would be established at the beginning of the service period by good faith agreement of the parties to approximate a reduction in pay and regular bonus commensurate with the reduction in time and duties for the part-time service.

If you become entitled to a payment under Section 1 or 2, the payment will be made to you on (or within ten (10) business days after) the date of your “separation from service” with the company (within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder).  However, if you are a “specified employee” of the company for purposes of Section 409A of the Internal Revenue Code, the amount otherwise payable to you pursuant to these Sections in connection with your separation from service shall not be paid until the date that is six months and one day after the date you have a separation from service with the company (or, if earlier, the date of your death), and shall be paid (without interest) on or within ten (10) business days after that date, to the extent such six-month delay is required to avoid the imputation of any tax, penalty, or interest under Section 409A of the Code.

As always, your employment is at will and can be terminated by either party at any time, for any reason, with or without cause.  International Rectifier reserves the right to change the terms and conditions, including job titles and reporting responsibilities of anyone’s employment at any time.  Any compensation under this letter would be subject to normal withholding and taxes.

Separately, you and the company have entered into a Severance Agreement, dated as of October 29, 2007 (“Severance Agreement”), pursuant to which you would be provided certain benefits in the event of a termination of your employment in the event of employment termination related to a change in control on certain terms and conditions as set forth in the Severance Agreement.

The parties agree that this letter does not  supersede the terms and benefits set forth in the Severance Agreement, except as follows: (i) the Severance Agreement is amended effective as of March 1, 2008 to provide that your changes in position set forth in Sections 4 and 5 above do not and shall not constitute a “Change in Control” under Section 1(e) of the Severance Agreement nor shall they constitute “Good Reason” under Section 1(m) of the Severance Agreement, (ii) you waive any and all rights you may have otherwise had to benefits under the Severance Agreement as a result of the change in your title/position as set forth in Section 4 and 5, and (ii) under no circumstances shall you be entitled to receive benefits under this letter and the Severance Agreement in connection with any termination of your employment, with the effect that  you will only be able to claim benefits under the terms of the Severance Agreement and not this letter for events that may give rise to benefits under both this letter and the Severance Agreement.

The Severance Agreement is amended to the extent inconsistent herewith.

Please let me know if you have any questions.

Sincerely,

Donald R. Dancer

Executive Vice President & Chief Administrative Officer

Accepted:

LINDA J. PAHL