Exhibit 10.1
[Form of Agreement for Employees
with Executive Officer Benefits Agreement]
P OWER I NTEGRATIONS , I NC .
P ERFORMANCE S TOCK U NIT G RANT N OTICE
(2007 E
QUITY I NCENTIVE P LAN )
Power Integrations, Inc. (the
“Company”), pursuant to its 2007 Equity Incentive Plan
(the “Plan”) hereby grants to Participant the Maximum
Number of Performance Stock Units as set forth below (the
“PSU Grant”). This PSU Grant is subject to all of the
terms and conditions as set forth herein, and in the Performance
Stock Unit Agreement and the Plan, each of which is attached hereto
and incorporated herein in its entirety. This PSU Grant is a
“restricted stock unit” granted pursuant to
Section 6(b) of the Plan and a “performance stock
award” granted pursuant to Section 6(d) of the Plan.
Capitalized terms not otherwise defined herein will have the
meanings set forth in the Plan or the Performance Stock Unit
Agreement. Except as otherwise expressly provided herein, in the
event of any conflict between the terms in the PSU Grant and the
Plan, the terms of the Plan will control.
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Participant:
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Date of
Grant:
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[ ]
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Target
Number of Performance Stock Units:
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Maximum
Number of Performance Stock Units:
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Consideration:
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Participant’s services
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Employment
Vesting Date:
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[ ]
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Final
Issuance Date:
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[ ]
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PSU Vesting Criteria:
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The actual
number of shares of Common Stock to be issued to Participant
pursuant to this PSU Grant will be determined in accordance with
the vesting conditions specified on Attachment I to this Grant
Notice (the “PSU Vesting Criteria”).
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Issuance
Schedule:
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Delivery of one
share of common stock for each Performance Stock Unit that vests
will occur in accordance with the issuance schedule set forth in
Section 4 of the Performance Stock Unit Agreement.
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Additional
Terms/Acknowledgements: The undersigned Participant acknowledges receipt
of, and understands and agrees to, this Grant Notice, the
Performance Stock Unit Agreement and the Plan. Participant also
acknowledges receipt of the Power Integrations, Inc. 2007 Equity
Incentive Plan Prospectus. In addition, Participant acknowledges
that Attachments I and IV to this Grant Notice govern the treatment
of the PSU Grant under Participant’s [Amended and
Restated] Executive Officer Benefits Agreement. Participant
further acknowledges that, as of the Date of Grant, this Grant
Notice, the Performance Stock Unit Agreement and the Plan set forth
the entire understanding between Participant and the Company
regarding the PSU Grant and supersede all prior oral and written
agreements on that subject.
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P
OWER I NTEGRATIONS , I NC .
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P
ARTICIPANT
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By:
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Signature
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Signature
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Title:
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Date:
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Date:
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A
TTACHMENTS
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PSU Vesting
Criteria, Performance Stock Unit Agreement, the Plan, Treatment
under [ Amended and Restated ] Executive Officer Benefits
Agreement
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A TTACHMENT I
PSU V ESTING C RITERIA
Capitalized terms used herein but
not defined will have the meanings set forth in the Grant Notice or
the Company’s 2007 Equity Incentive Plan, as applicable. A
Performance Stock Unit will vest only if the Performance Vesting
Criteria with respect to such Performance Stock Unit are satisfied
and if the Participant remains in Continuous Service as an
Employee, Director or Consultant through the Employment Vesting
Date indicated in the Grant Notice.
P
ERFORMANCE
V
ESTING
C
RITERIA
The number of Performance Stock
Units that will satisfy the Performance Vesting Criteria will be
determined by the Company’s Compensation Committee or its
designee (the “Committee”) subject to the performance
conditions as determined by the Committee (the “Performance
Conditions”) as set forth below:
The Performance Conditions for a
target award of the Performance Stock Units will be based on
“Net Revenue” and “Non-GAAP Operating
Income.” Vesting is calculated independently for Net Revenue
and Non-GAAP Operating Income. Vesting of
[ ]% of the PSUs is
based on achievement of Net Revenue Performance Conditions, and
vesting of [ ]% of
the PSUs is based on Non-GAAP Operating Income Performance
Conditions. The following table sets forth the percentage of the
Target Number of Performance Stock Units (as set forth in the Grant
Notice) vested (i.e., earned) at the given Performance Condition
achieved:
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[ ]
Net Revenue
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Non-GAAP Operating
Income
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Net Revenue
(in thousands)
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Percentage of
Target PSUs
Vested
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Non-GAAP
Operating
Income
(in thousands)
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Percentage of
Target PSUs
Vested
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1.
In the event the actual Performance
Condition achieved falls between two levels, the percentage vested
will be determined by straight line interpolation. For the purposes
of satisfaction of the Performance Conditions, the term “Net
Revenue” is as set forth in the Company’s annual report
f