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 16, 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		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))

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.

(c)          On September 26, 2008, International Rectifier Corporation (the “Company”) reported on Form 8-K that Ilan Daskal was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer effective October 6, 2008, and that Peter B. Knepper will no longer serve as the Company’s acting Chief Financial Officer effective that date.  On October 22, 2008, the Company and Mr. Knepper amended Mr. Knepper’s employment agreement, a copy of which amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference (“Amendment”).  Under the Amendment, Mr. Knepper will be retained as an employee of the Company with the position and title of Vice President-Finance and Accounting reporting to Mr. Daskal until December 31, 2008.  The Amendment provides for no change in Mr. Knepper’s compensation other than the cessation of Mr. Knepper’s future bonus opportunity. The Amendment further provides that the parties may negotiate in good faith a future consulting arrangement following the end of Mr. Knepper’s employment.  The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the actual Amendment.

On April 21, 2008, the Company previously reported on Form 8-K entering into a Consulting Agreement with Pahl Consulting, Inc., the principal of which is Linda Pahl, who also previously served as the Company’s acting Chief Financial Officer, with a term expiring October 16, 2008.  On October 16, 2008, the Company extended the term of that Consulting Agreement by six months pursuant to a certain Amendment No. 1 to Consulting Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.  Except for extending the term, no change was made to the terms of that Consulting Agreement.

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Item 9.01.   Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
10.1	Amendment Letter Agreement, executed October 22, 2008, between International Rectifier Corporation (the “Company”) and Peter B. Knepper.
10.2	Amendment No. 1 to Consulting Agreement dated October 16, 2008, between the Company and Pahl Consulting, Inc.

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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 22, 2008	By	/s/ Timothy E. Bixler
		Timothy E. Bixler,
		Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit	Description
10.1	Letter Agreement Amendment, executed October 22, 2008, between International Rectifier Corporation (the “Company”) and Peter B. Knepper.
10.2	Amendment No. 1 to Consulting Agreement dated October 16, 2008, between the Company and Pahl Consulting, Inc.

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EX-10.1

Exhibit 10.1

October 22, 2008

Peter B. Knepper

Dear Peter:

Reference is made to that certain Employment Letter dated April 16, 2008 (“Agreement”) between International Rectifier Corporation (the “Company”) and Peter B. Knepper (the “Employee”).  The Company and Employee hereby amend the Agreement, effective as of October 6, 2008, as follows:

1.  Effective October 6, 2008, your position and title shall be Vice President – Finance and Accounting, reporting to the Company’s Executive Vice President and Chief Financial Officer, Ilan Daskal.

2.  The Agreement shall have a term concluding December 31, 2008, in lieu of any notice required under the Section of the Agreement entitled “Termination”.

3.  The Section entitled “Cash Bonus” is hereby deleted.

4. The parties agree to reasonably cooperate with each other in connection with any civil litigation that relates to the subject matter of the Investigation and related governmental investigations, proceedings or actions, currently pending, or that may be filed, against or involve the Company, and/or its current or former officers and/or directors except to the extent that a party deems such cooperation as contrary to its interests.  Nothing herein shall modify or supersede any of the provisions of that certain Indemnification Agreement, dated September 15, 2008, between the Company and Employee.

5.  If following Employee’s employment with the Company, Employee continues to provide third party services as a partner of Tatum, LLC. (“Tatum”) or another consulting company, then upon reasonable request from the Company, and subject to Employee’s reasonable availability, Employee would provide services to the Company under a separate consulting services agreement negotiated in good faith and  entered into between Tatum (or such other consulting company) and the Company.

Except as set forth herein, the Agreement remains unmodified and in full force and effect.

Please sign below and return a signed copy of this letter to indicate your agreement with its terms and conditions.

Sincerely yours,
INTERNATIONAL RECTIFIER CORPORATION
By:
Acknowledged and agreed by:
	EMPLOYEE:
	Signature:
	Print Name: Peter B. Knepper

EX-10.2

Exhibit 10.2

AMENDMENT NO.  1 TO CONSULTING AGREEMENT

This Amendment No. 1 to Consulting Agreement is entered into as of October 16, 2008 (“Effective Date”), by and between International Rectifier Corporation (“Company”), having a principal place of business at 233 Kansas Street, El Segundo, California 90245, and Pahl Consulting, Inc., with a place of business at 703 Pier Avenue, Suite B712, Hermosa Beach, California 90254 (“Consultant”).

R E C I T A L S

WHEREAS, Company and Consultant have previously entered into a certain Consulting Agreement effective as of April 16, 2008 (“Consulting Agreement”), pursuant to which the Company retained Consultant as an independent contractor consultant, and Consultant acted in such capacity, to provide the Company certain consulting services, all on the terms and conditions set forth therein;

WHEREAS, Company and Consultant wish to amend the term of the Consulting Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

The first sentence of Section 4 is hereby amended in its entirety to read as follows:  “The term of this Agreement shall be twelve (12) months commencing on the Effective Date (“Term”).”

Except as expressly set forth herein, the Consulting agreement remains unmodified and in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

International Rectifier Corporation	Pahl Consulting, Inc.
By:	By:
Name:
Title: