INTERNATIONAL RECTIFIER CORPORATION 2000 INCENTIVE PLAN NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTOption Agreement |
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THIS OPTION AGREEMENT is between INTERNATIONAL RECTIFIER CORPORATION, a Delaware corporation (the "Company"), and (the "Optionee"). Pursuant to the International Rectifier Corporation 2000 Incentive Plan (Amended and Restated as of November 22, 2004) (the "Plan"), the Company has granted a nonqualified stock option to purchase authorized but unissued or treasury shares of Common Stock, $1.00 par value, of the Company as described below on the terms and conditions attached hereto and in the Plan:
(1) Subject to adjustment under Section 5.2 of the Plan. (2) Subject to accelerated vesting and/or early termination as provided in Section 2.5 or 5.2 of the Plan and Section 4 of the attached Terms and Conditions, if the Optionee ceases to serve as a Non-Employee Director of the Company or in certain other circumstances set forth in the Plan or this Agreement. See the Terms and Conditions and the Plan for other exceptions and additional details regarding the Option.
1. Exercisability of Option. Subject to earlier termination of the Option as provided in this Agreement or the Plan and changes and adjustments contemplated by the Plan, the Option shall vest and become exercisable in installments of 33 1 / 3 % of the aggregate number of shares set forth on the facing page (subject to adjustment) on each of the 1st, 2nd, and 3rd anniversaries of the Grant Date. The Option may be exercised only to the extent the Option is exercisable. • Cumulative Exercisability. To the extent the Optionee does not in any year purchase all the shares that the Optionee may then exercise, the Optionee has the right cumulatively thereafter to purchase any shares not so purchased until the Option terminates or expires. • No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. • Minimum Exercise. No fewer than 100 shares may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option. 2. Method of Exercise of Option. To the extent exercisable, the Option may be exercised by the delivery to the Company of a written notice stating the number of shares to be purchased pursuant to the Option and accompanied by payment made in cash or by check payable to the order of the Company in the full amount of the purchase price of the shares and any amounts required to satisfy applicable withholding taxes. Other payment methods may be permitted only if expressly authorized by the Administrator with respect to this Option or all options under the Plan, consistent with Section 2.2.2 of the Plan. 3. Continuance of Service as a Non-Employee Director Required. The vesting schedule generally requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment and rights and benefits under this Agreement. Partial service, even if substantial, during any vesting period will not entitle the Optionee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a te | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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