INDEMNIFICATION AGREEMENT

TABLE OF CONTENTS

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POWER ONE, INC.
INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) is made as of [          ], 2009, by and between Power One, Inc., a Delaware corporation (the “ Company ”), and the individual whose name appears below the word “Indemnitee” on the signature page of this Agreement (the “ Indemnitee ”).  In consideration of the services of the Indemnitee to the Company, and to induce the Indemnitee to provide services as a director and/or officer of the Company or any of its subsidiaries, the Company and the Indemnitee agree as follows:

RECITALS

A.                                     The Indemnitee has agreed to serve, or as applicable, to continue to provide service, as a director and/or officer of the Company or any of its subsidiaries, and in such capacity will render valuable services to the Company.

B.                                     The Company has concluded that insurance and statutory indemnity provisions may provide inadequate protection to individuals requested to serve as its directors and officers.

C.                                     To induce and encourage the Indemnitee to serve as a director and/or officer of the Company or any of its subsidiaries, the Company’s Board of Directors has decided that this Agreement is not only reasonable and prudent, but necessary, to promote and ensure the best interests of the Company and its stockholders.

AGREEMENT

1.                                       Definitions

As used in this Agreement:

“ Agent ” means a director, officer, employee, consultant, fiduciary or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise that the Indemnitee served in any of such capacities at the request of the Company.

“ Change in Control Event ” has the same meaning as a “Change in Control Event” as defined in the Company’s 2004 Stock Incentive Plan (as it may be amended from time to time).

“ DGCL ” means the General Corporation Law of the State of Delaware.

“ Expenses ” includes, but is not limited to, attorneys’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, expenses of investigations judicial or administrative proceedings or appeals and amounts paid in settlement by or on behalf of the Indemnitee, and any expenses of establishing a right to indemnification pursuant to this Agreement, to the extent actually and reasonably incurred by the Indemnitee in connection with any Proceeding. “Expenses” does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee.

“ Final Determination ” or “ Finally Determined ” means a determination made by a court of competent jurisdiction as to which there is no further right or option of appeal or as to which the time within which an appeal must be filed has expired without such filing.

“ Indemnified Costs ” means all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, appeal, or settlement of any Proceeding.

A “ Potential Change in Control Event ” will be deemed to have occurred if:

(a)                                   the Company enters into an agreement or arrangement that would constitute a Change in Control Event if consummated;

(b)                                  any person (including the Company) publicly announces an intention to take or to consider taking actions that would constitute a Change in Control Event if consummated; or

(c)                                   the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control Event has occurred.

“ Proceeding ” means any threatened, pending or completed action, suit or proceeding (including appeals thereof), whether brought by or in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, in which the Indemnitee is or will be a party, witness or other participant in, because the Indemnitee is or was an Agent, whether or not the Indemnitee is serving in such capacity at the time any liability or Expense is incurred for which indemnification or reimbursement is to be provided under this Agreement.

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2.                                       Indemnification

2.1                                Indemnification in Third-Party Actions .  The Company will indemnify the Indemnitee if the Indemnitee becomes a party to, is threatened to be made a party to, is a witness or other participant in, or is otherwise involved in any Proceeding (other than a Proceeding by or in the name of the Company to procure a judgment in its favor), because the Indemnitee is or was an Agent, against all Indemnified Costs, to the fullest extent permitted by applicable law.

2.2                                Indemnification in Proceedings By or In the Name of the Company .  The Company will indemnify the Indemnitee if the Indemnitee is a party to, is threatened to be made a party to, is a witness or other participant in, or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor because the Indemnitee was or is an Agent of the Company against all Indemnified Costs in connection with the defense or settlement of the Proceeding, to the fullest extent permitted by applicable law.

2.3                                Partial Indemnification .  If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of, but not the total amount of, the Indemnified Costs, the Company will nevertheless indemnify the Indemnitee for the portion of the Indemnified Costs to which the Indemnitee is entitled.

2.4                                Indemnification Hereunder Not Exclusive .  The indemnification provided by this Agreement is not exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Certificate of Incorporation, the Bylaws, any agreement, any vote of stockholders or disinterested directors, applicable law, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity on behalf of the Company.

2.5                                Indemnification of Indemnified Costs of Successful Party .  Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter in the Proceeding, on the merits or otherwise, including, but not limited to, the dismissal of a Proceeding without prejudice (unless such dismissal is based upon a settlement that would not be covered under this Agreement), the Indemnitee will be indemnified against all Indemnified Costs incurred in connection therewith to the fullest extent permitted by applicable law.

2.6                                Indemnified Costs Advanced .  The Indemnified Costs incurred by the Indemnitee in any Proceeding will be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law.  The advances to be made will be paid, or caused to be paid, by the Company to the Indemnitee within 30 days following delivery of the written request by Indemnitee to the Company, accompanied by substantiating documentation.  Notwithstanding the foregoing, no advance shall be made by the Company if a determination is reasonably and promptly made by a majority vote of those directors who are not parties to such action, suit or proceeding, or, if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, that, based

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upon the facts known to such directors or counsel at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his conduct was unlawful.

2.7                                Limitations on Indemnification .  Notwithstanding anything to the contrary in this Agreement, the Company is not required to make payments to:

a.                                        indemnify or advance Indemnified Costs with respect to Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law;

b.                                       indemnify the Indemnitee for any Indemnified Costs for which payment is actually made to the Indemnitee under an insurance policy, except for any excess beyond the amount of payment under the policy;

c.                                        indemnify the Indemnitee for any Indemnified Costs sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local law; or

d.                                       indemnify the Indemnitee for any Indemnified Costs resulting from Indemnitee’s conduct that is finally adjudged by a court of competent jurisdiction to have been willful misconduct, knowingly fraudulent or deliberately dishonest; or

e.                                        indemnify the Indemnitee if it is Finally Determined that such payment is unlawful.

3.                                       Presumptions

3.1                                Presumption Regarding Standard of Conduct .  The Indemnitee will be conclusively presumed to have met the relevant standards of conduct as defined by applicable law for indemnification pursuant to this Agreement unless a determination that the Indemnitee has not met the relevant standards is made by (a) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who are not parties to th