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INTERNATIONAL RECTIFIER CORPORATION 2000 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Shareholder Agreement

INTERNATIONAL RECTIFIER CORPORATION 2000 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT | Document Parties: INTERNATIONAL RECTIFIER CORPORATION You are currently viewing:
This Shareholder Agreement involves

INTERNATIONAL RECTIFIER CORPORATION

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Title: INTERNATIONAL RECTIFIER CORPORATION 2000 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Date: 9/15/2008
Industry: Semiconductors     Sector: Technology

INTERNATIONAL RECTIFIER CORPORATION 2000 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT, Parties: international rectifier corporation
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Exhibit 10(zzz)


INTERNATIONAL RECTIFIER CORPORATION
2000 INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

 

 

 

 

 

 

Participant Name:

 

 

    

 

 

Number of Stock Units:

 

(1)

    

 

 

Vesting Schedule:

 

One-third of the Stock Units subject to the Award will vest on each of the first three anniversary dates of Award Date(1)

    

 

 

Award Date:

 

 


(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 and Stock Option 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 above, 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,

1


 

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 third anniversary of the Award Date, 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 promptly 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 even 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 pa


 
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