Exhibit 10.1
FORM
OF
SEVERANCE AND GENERAL RELEASE
AGREEMENT
This Severance and General Release Agreement
(“ Agreement ”) is entered into by and between
Marc Rougee (“ Employee ”) and International
Rectifier Corporation (“ Company ”).
RECITALS
WHEREAS, Employee and the Company are parties
to that certain Severance Agreement, executed by Employee on
February 20, 2007 (the “ Severance Agreement
”);
WHEREAS, any capitalized terms that are not
defined herein shall have the meaning set forth in the Severance
Agreement;
WHEREAS, Employee has terminated his employment
with the Company for Good Reason;
WHEREAS, the Severance Agreement provides for
the payment of certain severance benefits in the event of a
termination for Good Reason conditioned on Employee executing (and
not revoking) a valid release of claims;
NOW, THEREFORE
, for good and valuable
consideration, the sufficiency of which is hereby acknowledged, and
intending to be legally bound, Employee and the Company agree as
follows:
1.
Effective Date : This
Agreement shall become effective on the eighth day following the
date that Employee provides the Company with a fully-executed copy
of this Agreement, provided that it has not been revoked pursuant
to Section 6(e) (the “ Effective Date
”).
2.
Termination of Employment .
Employee’s employment with the Company in any capacity
terminated, effective May 30, 2008 (“ Separation
Date ”). Employee acknowledges that, other than as
provided for in this Agreement, he has been paid all compensation
he is owed by the Company, including, without limitation, accrued
regular salary and other wages, PTO, and bonuses. All
benefits and perquisites of employment, including vesting or
accrual of any equity awards, PTO, or other benefits, ceased as of
the Separation Date.
3.
Severance Benefit .
Provided that Employee signs and does not revoke this Agreement
pursuant to Section 6(e), Employee shall receive a severance
benefit payable in a lump sum, as provided for in the Severance
Agreement, of Six Hundred Sixty Thousand Dollars ($660,000.00),
less standard withholding and authorized deductions. The
severance payment shall be made on or before thirty (30) days
following the Effective Date.
4.
Release by Employee .
Employee, on Employee’s own behalf and on behalf of
Employee’s descendants, dependents, heirs, executors,
administrators, assigns and successors, and each of them, hereby
acknowledges full and complete satisfaction of and releases and
discharges and covenants not to sue the Company, its divisions,
subsidiaries, parents, or affiliated corporations, past and
present, and each of them, as well as its and their assignees,
successors, directors, officers, members, stockholders, partners,
representatives, attorneys, agents or employees, past or present,
or any of them (individually and collectively, “
Releasees ”), from and with respect to any and all
claims, agreements, obligations, demands and causes of action,
known or unknown, suspected or unsuspected, arising out of or in
any way connected with Employee’s employment or any other
relationship with or interest in the Company or the termination
thereof, including without limiting the generality of the
foregoing, any claim for profit sharing, bonus or similar benefit,
pension, retirement, life insurance, health or medical insurance or
any other fringe benefit, or disability, or any other claims,
agreements, obligations, demands and causes of action, known or
unknown, suspected or unsuspected resulting from any act or
omission by or on the part of Releasees committed or omitted prior
to the date of this Agreement set forth below, including, without
limiting the generality of the foregoing, any claim under Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities
Act, the Family and Medical Leave Act, the California Fair
Employment and Housing Act, the California Family Rights Act, or
any other federal, state or local law, regulation or ordinance
(collectively, the “ Claims” ); provided
, that this release does not cover any Claim that cannot be so
released as a matter of applicable law.
