-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7sywGATxk6c7lq/PHxODDNMYXjrtuWWUtVHl47n7FgI8YeocssmiRHBgdAqTUTs TCfJZAhCNK4Vdb8WmglcuQ== 0001104659-10-037862.txt : 20100713 0001104659-10-037862.hdr.sgml : 20100713 20100713172037 ACCESSION NUMBER: 0001104659-10-037862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100713 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100713 DATE AS OF CHANGE: 20100713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL RECTIFIER CORP /DE/ CENTRAL INDEX KEY: 0000316793 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 951528961 STATE OF INCORPORATION: DE FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07935 FILM NUMBER: 10950793 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 8-K 1 a10-14000_18k.htm 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) July 13, 2010

 

INTERNATIONAL RECTIFIER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-7935

 

95-1528961

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

101 North Sepulveda Boulevard, 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 5.02(e)  Compensatory Arrangement of Certain Officers

 

A.  On July 7, 2010, the Compensation Committee (“Compensation Committee”) of the Board of Directors (“Board”) of International Rectifier Corporation (the “Company”), established a short-term cash incentive bonus program for the Company’s 2011 fiscal year (“Program Period”).  Each of the following executive officers of the Company, who were designated as named executive officers of the Company for its 2010 fiscal year (“Named Officers”), is eligible to participate in the bonus program: President and Chief Executive Officer, Oleg Khaykin; Executive Vice President and Chief Financial Officer, Ilan Daskal; Executive Vice President and Chief Operations Officer, Michael Barrow; and Vice President, General Counsel and Secretary, Timothy E. Bixler.

 

Under the cash incentive bonus program, each such officer is eligible to receive a cash bonus for fiscal year 2011, expressed as a target bonus percentage of the officer’s annualized base salary, and determined through the Company’s level of achievement of certain performance goals and each officer’s achievement during the Program Period of any individualized goals established for such officer.  The Company must achieve a threshold performance goal in order for any bonus to be paid under the incentive bonus program.   Once the Company’s threshold performance goal has been met, the bonus opportunity for each officer would vary depending on the extent to which the Company has exceeded its threshold performance goals, with each officer eligible to receive up to a maximum of 200% of such officer’s target bonus percentage.  The Company’s performance goal for the program is based upon the Company’s level of achievement of operating income before bonus and excluding extraordinary and one-time items, such as the Company’s ERP initiatives, for the applicable “Measurement Period” (as defined below) during the Company’s 2011 fiscal year.   The actual bonus payouts are also subject to the portion of the officer’s bonus allocated among the achievement of the Company’s performance goal and any individualized performance goals established for each officer.

 

Set forth below for each Named Officer is a summary of:  (i) the target bonus percentage, (ii) the portion of such percentage for which the officer is eligible based on the threshold, target and maximum corporate performance levels established by the Committee and (iii) the portion of any bonus allocated between Company and individualized goals:

 

 

 

 

 

Portion of Target Bonus Percentage

 

Allocation of Bonus

 

 

 

Target Bonus

 

Applicable at Performance Level

 

Among Types of Goals

 

Named Officer

 

Percentage

 

Threshold

 

Target

 

Maximum

 

Company Goal

 

Individual Goals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oleg Khaykin

 

100%

 

50%

 

100%

 

200%

 

100%

 

N/A

 

Ilan Daskal

 

70%

 

50%

 

100%

 

200%

 

30%

 

70%

 

Michael Barrow

 

70%

 

50%

 

100%

 

200%

 

30%

 

70%

 

Timothy E. Bixler

 

50%

 

50%

 

100%

 

200%

 

30%

 

70%

 

 

The Compensation Committee will determine whether and the extent to which bonuses are payable pursuant to the cash incentive bonus program.  The actual bonus payout is subject to the Compensation Committee’s subjective review of each officer’s performance against any individualized performance goals established for such officer, with the Compensation Committee having the right to adjust the amount of bonus payable downward based on its assessment of individual performance.  Additionally, the scale for the bonus opportunity has been established  based  in part on the size of the Company’s employee population as of  the end  of the Company’s 2010 fiscal year, and  the scale, and therefore the bonus opportunity, for the Named  Officers may vary depending on the variation  in the Company’s employee population during the “Measurement Period.”  In no event will any bonus exceed 200% of the officer’s applicable target bonus.

 

The Program Period is divided into two measurement periods (each, a “Measurement Period”), comprised of the first two fiscal quarters of the Program Period (“First Half Period”) and the last two fiscal quarters of the Program Period (“Second Half Period”).  The Compensation Committee has established goals for the Named Officers for First Half Period, and intends to establish Named Officer goals for the Second Half Period at about the beginning of the Second Half Period.

 

2



 

B.  On July 7, 2010, the Compensation Committee established a restricted stock unit (“RSU”) award program (“RSU Program”) for certain key employees, including the Named Officers, consisting of the grant of two types of RSU awards: (i) RSU awards that vest over the employee’s service with the Company (“Retention RSUs”) and (ii) RSU awards that vest on the satisfaction of specified performance conditions (“Performance RSUs”).  All RSU awards would be made under the Company’s 2000 Incentive Plan, as amended (the “Plan”).

 

On July 7, 2010, the Compensation Committee made RSU awards under the RSU Program  to Messrs.  Daskal, Barrow and Bixler, as follows:

 

Named Officer

 

Retention RSUs

 

Performance RSUs

 

Total RSUs

 

Ilan Daskal

 

12,000

 

12,000

 

24,000

 

Michael Barrow

 

12,000

 

12,000

 

24,000

 

Timothy E. Bixler

 

6,000

 

6,000

 

12,000

 

 

Retention RSUs.  For the Retention RSUs, one third of the RSU award  vests on each of the first three anniversaries of the grant date, subject to continued service with the Company and the other terms and conditions of the Plan and the applicable award agreement, which is the Company’s standard form RSU award agreement.

 

Performance RSUs. For the Performance RSUs, each RSU award is scheduled to vest or terminate, in whole or in part, as the case may be, depending on the satisfaction of specified performance conditions.  Vesting takes place upon the Company’s achievement of certain performance goals (“Corporate Performance Goals”), or certain individual performance goals (“Individual Performance Goals”), or both, during any given Company fiscal quarter up to the end of the Company’s 2012 fiscal year.  For Messrs. Daskal and Bixler, the Corporate Performance Goals consist of the Company achieving a combination of levels of gross margin and operating income. For Mr. Barrow, the Corporate Performance Goal consists of the Company achieving a combination of levels of revenue and gross margin.  The Individualized Performance Goals for each officer relate to the achievement of a significant milestone or project associated with such officer’s area of responsibility within the Company.

 

For Mr. Daskal, (i) if the Corporate Performance Goal is achieved, then 40% of the Performance RSU shall vest on the “Vesting Date” (as defined below), and (ii) if the Individualized Performance Goal is achieved, then 60% of the Performance RSU award shall vest on the “Vesting Date.”  For Mr. Barrow, (i) if the Corporate Performance Goal is achieved, and certain Individualized Performance Goals are achieved, then 70% of the Performance RSU award shall vest on the “Vesting Date,” and (ii) if certain other Individualized Performance Goals are met, then 30% of the Performance RSU award shall vest on the “Vesting Date.”  For Mr. Bixler, if the Corporate Performance Goal and the Individualized Performance Goal are both achieved, then 100% of the Performance RSU award shall vest on the “Vesting Date.”

 

The “Vesting Date” is defined as the third business day following the filing of the Company’s financial statements with the Securities and Exchange Commission (“SEC”) for the Company’s fiscal quarter or year, as the case may be, following the satisfaction of the applicable performance condition(s), but in no event later than the third business day following the Company’s filing with the SEC of its Annual Report on Form 10-K for its 2012 fiscal year  (“Expiration Date”).  Any Performance RSUs under the awards that are not vested on the Expiration Date shall terminate.  The determination of whether the Corporate Performance Goal or any Individualized Performance Goal has been met shall be made by the Compensation Committee.   In connection with the adoption of the RSU Program, the Compensation Committee adopted a form of Performance RSU award agreement for the awards, substantially in the form set forth in Exhibit 10.1 filed herewith.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Form of Performance Based Restricted Stock Unit Award Agreement for Fiscal Year 2011 Awards.

 

3



 

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 hereunto duly authorized.

 

Date:  July 13, 2010

 

INTERNATIONAL RECTIFIER CORPORATION

 

 

 

 

 

 

 

 

 

By:

/s/ Timothy E. Bixler

 

 

Name:

Timothy E. Bixler

 

 

Title:

Vice President, General Counsel and Secretary

 

4



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Form of Performance Based Restricted Stock Unit Award Agreement for Fiscal Year 2011 Awards.

 

5


EX-10.1 2 a10-14000_1ex10d1.htm EX-10.1

 

Exhibit 10.1

 

INTERNATIONAL RECTIFIER CORPORATION

 

2000 INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AWARD AGREEMENT

 

[Performance Based]

 

Participant Name:

 

 

 

 

 

 

 

Number of Stock Units:

 

 

 (1)

 

 

 

Vesting Schedule:

 

See vesting set forth in Exhibit A attached hereto(1)

 

 

 

Award Date:

 

 

, 201

 

 

 


(1) All share and unit numbers are subject to adjustment under the terms of the Plan.  The Stock Units are subject to acceleration and termination prior to vesting as provided herein.

 

THIS AGREEMENT is among INTERNATIONAL RECTIFIER CORPORATION, a Delaware corporation (the “Corporation”), and the employee named above (the “Participant”), an employee of the Corporation or one of its subsidiaries, and is delivered under the International Rectifier Corporation 2000 Incentive Plan (Amended and Restated as of November 22, 2004) (the “Plan”).

 

W I T N E S S E T H

 

WHEREAS, the Compensation Committee of the Board of Directors has approved, and the Corporation has granted, effective as of the Award Date, to the Participant with reference to services rendered to the Company, a restricted stock unit award under the Plan (the “Stock Unit Award” or “Award”), upon the terms and conditions set forth herein and in the Plan.

 

NOW THEREFORE, in consideration of services rendered by the Participant and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

 

1.       Defined Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.  For purposes of this Agreement, a “Stock Unit” means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of Common Stock of the Corporation.

 

2.       Grant.  Subject to the terms of this Agreement and the Plan, the Corporation grants to the Participant a Stock Unit Award with respect to an aggregate number of Stock Units set forth above.  The Corporation acknowledges that the consideration for the shares payable with respect to the Stock Units on the terms set forth in this Agreement shall be the services rendered to the Company by the Participant prior to the applicable vesting date, the fair value of which is not less than the par value per share of the Corporation’s Common Stock.

 



 

3.       Vesting.  The Stock Units subject to the Award shall vest in installments as set forth in the “Vesting Schedule” set forth in Exhibit A attached hereto, subject to earlier termination or acceleration and subject to adjustment as provided herein.

 

4.       Continuance of Employment Required.  Except as otherwise provided herein, the vesting schedule applicable to the Stock Units requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment of the award and the rights and benefits under this Agreement.  Service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service.

 

5.       Dividend and Voting Rights.

 

(a)       Limitations on Rights Associated with Units.  The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) hereof with respect to Dividend Equivalents) and no voting rights with respect to the Stock Units or any shares of Common Stock issuable in respect of such Stock Units, until shares of Common Stock are actually issued to and held of record by the Participant.  No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate evidencing the shares.

 

(b)       Dividend Equivalent Distributions.  No later than sixty (60) days following each date that the Corporation pays an ordinary cash dividend on its outstanding Common Stock (if any ordinary cash dividends are paid), for which the related record date occurs after the Award Date and prior to the date that this award either vests or terminates hereunder, the Corporation shall make a cash payment to the Participant equal to, subject to the tax withholding provisions of Section 11 hereof and Section 5.5 of the Plan, the amount of the ordinary cash dividend paid by the Corporation on a single share of Common Stock multiplied by the number of Stock Units subject to this Agreement outstanding and unpaid as of such record date (“Dividend Equivalents”).

 

6.       Restrictions on Transfer Prior to the time the Stock Units are vested and paid, neither the Stock Units comprising the Award nor any other rights of the Participant under this Agreement or the Plan may be transferred, except as expressly provided in Section 1.9 of the Plan.  No specific exception to the general transfer prohibitions set forth in Section 1.9 of the Plan has been authorized by the Committee.

 

7.       Timing and Manner of Payment with Respect to Stock Units. Stock Units subject to this Agreement will be paid in an equivalent number of shares of Common Stock within 60 days after the vesting of such Stock Units in accordance with the terms hereof, subject to adjustment as contemplated by Section 9 and subject to earlier payment pursuant to Section 10.  The Participant or other person entitled under the Plan to receive the shares shall deliver to the Corporation any representations or other documents or assurances required pursuant to Section 5.4 of the Plan.

 

8.       Effect of Termination of Employment or Change in Control.

 

(a)       Forfeiture after Certain Events.  The Participant’s Stock Units shall be extinguished to the extent such Stock Units have not become vested upon the date the Participant is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for such termination of employment, whether with or without cause, voluntarily or involuntarily; provided, however, that if the Participant incurs a permanent and total disability or dies while employed by the Corporation or a Subsidiary, or retires with the consent of the Corporation or a Subsidiary from employment by the Corporation or a Subsidiary, then if the Stock Units subject to the Award are not then otherwise fully vested the next scheduled vesting installment of such Stock Units shall become vested upon such termination of employment.  If the Participant is employed by an entity that is a Subsidiary and such entity ceases to be a Subsidiary, such event shall be deemed to be a termination of employment of the Participant unless the Participant otherwise continues following such event to be employed by the Corporation or another Subsidiary that continues as such following the event.  Absence from work caused by military service, authorized sick leave or other leave approved in writing by the Committee shall not be considered a termination of employment by the Corporation or a Subsidiary for purposes of this Section 8.

 

(b)       Termination of Stock Units.  If any Stock Units are extinguished hereunder, such unvested, extinguished Stock Units, without payment of any consideration by the Corporation or any Subsidiary, shall automatically terminate and be cancelled without any other action by the Participant, or the Participant’s beneficiary, as the case may be.

 

(c)       Acceleration Upon Change in Control.  Upon the occurrence of (or, as the circumstances may require, immediately prior to) a Change in Control (as defined below), then any portion of the Stock Units subject to the Award that have not previously vested or terminated shall thereupon vest, unless prior to the Change in Control the Committee determines that benefits under this or other awards will not accelerate upon occurrence of the Change in Control or determines that only certain or limited benefits under some or all awards will be accelerated and the extent to which they will be accelerated, and/or establishes a different time in respect of the Change in Control for such acceleration.  The Committee may accord the Participant

 



 

a right to refuse any acceleration pursuant to this Agreement, in such circumstances as the Committee may approve.  For purposes of this Agreement, “Change in Control” means any of the following:  (a) approval by the stockholders of the Corporation of the dissolution or liquidation of the Corporation; (b) approval by the stockholders of the Corporation of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not majority-owned subsidiaries of the Corporation, as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Corporation; (c) approval by the stockholders of the Corporation of the sale or transfer of substantially all of the Corporation’s business and/or assets to a person or entity that is not a Subsidiary of the Corporation; or (d) the occurrence of any of the following: (i) any “person,” alone or together with all “affiliates” and “associates” of such person, without the prior approval of the Board, becomes the “beneficial owner” of more than 50% of the outstanding voting securities of the Corporation (the terms “person,” “affiliates,” “associates” and “beneficial owner” are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that “Change in Control” shall not be deemed to have occurred if such “person” is the Corporation, any Subsidiary or any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary, or any trust or other entity organized, established or holding shares of such voting securities by, for, or pursuant to the terms of any such plan; or (ii) individuals who at the beginning of any period of two consecutive calendar years constitute a majority of the Board cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the Corporation’s stockholders, of each new Board member was approved by a vote of at least two-thirds of the Board members then still in office who were Board members at the beginning of such period.

 

9.       Adjustments in Case of Changes in Common Stock.  The Committee may adjust the number of Stock Units subject to this Agreement as provided under Section 5.2 of the Plan.  Upon the occurrence of an Event (as defined below), the Committee shall make adjustments as it deems appropriate in the number and kind of securities or other consideration that may become payable with respect to the Award.  If any adjustment shall be made under Section 5.2 of the Plan or an Event shall occur and the Stock Unit Award has not been fully vested and paid upon such Event or prior thereto, the Stock Unit Award may become payable in securities or other consideration (the “Restricted Property”) rather than in the Common Stock otherwise payable in respect of the Stock Unit Award.  Such Restricted Property shall become payable at the times and in such proportions set forth in Section 7 above or such earlier time as the Committee may authorize pursuant to Section 10 below.  Notwithstanding the foregoing, to the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (with earnings attributable thereto as if such amount had been invested, pursuant to policies established by the Committee, in interest bearing, FDIC insured (subject to applicable insurance limits) deposits of a depository institution selected by the Committee) at such times and in such proportions as the Stock Unit Award becomes payable in accordance with Section 7 above.  Notwithstanding the foregoing, the Stock Unit Award and any Common Stock or other securities or property payable in respect of the Stock Unit Award shall continue to be subject to proportionate and equitable adjustments (if any) under Section 5.2 of the Plan consistent with the effect of such events on stockholders generally, as the Committee determines to be necessary or appropriate, and in the number, kind and/or character of shares of Common Stock or other securities, property and/or rights payable in respect of Stock Units granted under the Plan.  All rights of the Participant hereunder are subject to those adjustments.  For purposes of this Agreement, “Event” means a liquidation, dissolution, Change in Control, merger, consolidation, or other combination or reorganization, or a recapitalization, reclassification, extraordinary dividend or other distribution (including a split up or a spin off of the Corporation or any significant Subsidiary), or a sale or other distribution of substantially all the assets of the Corporation as an entirety.

 

10.     Possible Early Settlement of Award.  The Committee retains the right to accelerate the vesting and payment date of the outstanding and previously unvested Stock Units subject to the Award in connection with an Event, a Change in Control, or the termination of the Participant’s employment with the Corporation or one of its Subsidiaries.  This Section 10 is not intended to prevent vesting of the Award pursuant to Section 8(c) above or an adjustment to the Award as provided in the Plan or Section 9 above.

 

11.     Tax Withholding.  Upon payment of Dividend Equivalents and/or the distribution of shares of Common Stock in respect of the Stock Units, the entity within the Company last employing the Participant shall have the right at its option to (a) require the Participant (or the Participant’s beneficiary, as the case may be) to pay or provide for payment in cash of the amount of any taxes which the Company may be required to withhold with respect to such payment or distribution or (b) deduct from any amount payable to the Participant the amount of any taxes which the Company may be required to withhold with respect to such payment or distribution.  In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Agreement, the Committee may (or may delegate the right to the Company to), but is not required to, reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares valued at their then Fair Market Value, to satisfy such withholding obligation.

 

12.     Notices.  Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office located at 101 N. Sepulveda Boulevard, El Segundo, California 90245, to the attention of the Secretary and to the Participant at the address given beneath the Participant’s signature hereto, or at such other address as either party may hereafter designate in writing to the other.

 



 

13.     Plan and Program.  The Award and all rights of the Participant with respect thereto are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted to employees.  The Participant acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof.  Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Committee do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee so conferred by appropriate action of the Committee under the Plan after the date hereof.  If there is any conflict or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall govern.

 

14.     No Service Commitment by Company.  Nothing contained in this Agreement or the Plan constitutes an employment commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status as an employee at-will who is subject to termination without cause, confers upon the Participant any right to remain employed by the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation.

 

15.     Limitation on Participant’s Rights Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust.  The Plan, in and of itself, has no assets.  The Participant shall have only the rights of a general unsecured creditor of the Corporation (or applicable Subsidiary) with respect to amounts credited and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock (subject to adjustments) as a general unsecured creditor with respect to Stock Units, as and when payable hereunder.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.  By the Participant’s execution of this Agreement, the Participant agrees to the terms and conditions hereof and of the Plan.

 

 

INTERNATIONAL RECTIFIER

 

PARTICIPANT

 

 

 

CORPORATION, a Delaware corporation

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Signature

 

 

 

Print Name:

 

 

 

 

 

 

 

 

 

Address

 

 

 

Its:

 

 

 

 

 

 

 

 

 

City, State, Zip Code

 



 

EXHIBIT A

 

PERFORMANCE GOALS - VESTING

 

100% of the total number of Stock Units subject to the Award are eligible to become vested on the “Vesting Date” (as defined below), based on the achievement of Participant’s “Performance Goals” (as defined below).  The “Vesting Date” is defined as the third business day following the filing of the Company’s financial statements with the Securities and Exchange Commission (“SEC”) for the Company’s fiscal quarter or fiscal year, as the case may be, following the achievement of Participant’s “Performance Goals” (but in no event later than the third business day following the Company’s filing with the SEC of its Annual Report on Form 10-K for its 2012 fiscal year (“Expiration Date”)), and in all events subject to the determination of such achievement by the Committee (or, to the extent consistent with Section 162(m) of the Code, its delegate).  Any Stock Units subject to the awards that are not vested on the Expiration Date shall terminate.

 

If the Performance Goals are achieved, then the Stock Units subject to the Award and set forth in the table below as “Applicable Stock Units” for the respective Performance Goals that are achieved shall vest upon the Vesting Date.

 

Notwithstanding the foregoing, if none of the Performance Goals is achieved, then no Stock Units subject to the Award shall become vested.

 

Any Stock Units that are not vested on the Vesting Date shall terminate and be forfeited.

 

Performance Goals:

 

Applicable Stock Units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Whether and the extent to which any “Performance Goal” has been achieved will be determined by the Committee (or, to the extent consistent with Section 162(m) of the Code, its delegate), and no vesting shall be deemed to have occurred absent such a determination by the Committee (or such a delegate as the case may be). The “Performance Goal” set forth above shall be proportionally adjusted by the Committee (in its sole discretion) as may be necessary to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, and to make equitable adjustments for other extraordinary events not foreseen at the time the “Performance Goal” were established.  Notwithstanding the foregoing, any vesting of Stock Units subject to the Award is conditioned upon the participant being an employee of the Corporation, or one of its directly or indirectly owned subsidiaries, on the Vesting Date.

 


-----END PRIVACY-ENHANCED MESSAGE-----