INCENTIVE COMPENSATION AGREEMENT
This INCENTIVE COMPENSATION AGREEMENT (this "AGREEMENT"), dated as of
January 27, 2000, is by and between International Rectifier Corporation, a
Delaware corporation ("COMPANY"), and Xxxx Xxxxxxxxxx ("EMPLOYEE").
WHEREAS, as of the date hereof, Employee is a key employee of Omnirel LLC
("OMNIREL"), and Company desires to offer Employee an incentive to become an
employee of Company following the earlier to occur of (i) 120 days following the
acquisition by the Company of at least 66-2/3 of the issued and outstanding
common stock of Zing Technologies, Inc., and (ii) the Effective Date
("Commencement Date"). Capitalized terms used but not separately defined herein
shall have the meanings ascribed to them in the Merger Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. INCENTIVE COMPENSATION. Company shall pay Employee the following
incentive bonus compensation (each payment, a "BONUS PAYMENT") on the following
dates (each such date, a "PAYMENT DATE"):
(i) The sum of $250,000, within ten days following the
Commencement Date; and
(ii) The sum of $250,000, within ten days following the
one-year anniversary of the Commencement Date.
2. TERMINATION OF EMPLOYMENT. If Company terminates Employee's employment
without Cause (as hereinafter defined) or if Employee terminates his employment
for Good Reason (as hereinafter defined) or if Employee dies, Company shall pay
Employee (or his estate or legal respresentatives) all remaining Bonus Payments
within thirty days of such event. If Employee's employment is terminated by the
Company for any other reason, the amounts described in Section 1 shall be paid
on the Payment Dates. Notwithstanding anything to the contrary in this
Agreement, it is a condition to Employee receiving Bonus Payments hereunder that
Employee not resign as an employee of Company (except for death or resignation
for Good Reason (including disability under Section 3(b)(v))) for one year
following the Commencement Date. Any Bonus Payments received by Employee under
this Agreement shall be deemed an advance by the Company until the condition set
forth in the previous sentence is satisfied.
3. DEFINITIONS.
(a) "CAUSE" shall mean and shall be limited to:
(i) Any action by Employee involving willful malfeasance or a
willful breach of Employee's fiduciary duties in connection
with his employment by Company;
(ii) The conviction of Employee of a felony; and
(iii) Substantial and continuing neglect or refusal by
Employee to perform the duties ordinarily performed by a
Vice President of Company, consistent with the terms of his
Employment Letter (as hereinafter defined), which refusal
or neglect continues for ten days after written notice
thereof to Employee from the President of Company.
(b) "GOOD REASON" shall mean and shall be limited to:
(i) The assignment to Employee by Company of duties,
individually or in the aggregate, materially inconsistent
with Employee's position of Vice President of Company or
the requirement that his place of employment be a location
more than ten miles from 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx;
(ii) A material reduction by Company of the duties or
responsibility of Employee or any removal of Employee from
the position of Vice President;
(iii) A material reduction or elimination of Employee's
compensation or benefits;
(iv) Failure of Company to honor the terms of the Employment
Letter; and
(v) Disability of Employee substantially interfering with the
performance of his duties as performed prior to the date of
disability and continuing for a period of ninety days.
(c) "EMPLOYMENT LETTER" shall mean the executed Employment Offer
Summary and related letter from Company to Employee, dated January 18, 2000,
offering employment with Company, copies of which are attached hereto. As of the
Effective Date, the Employment Agreement, dated as of June 26, 1991, originally
among Employee, Omnirel Corporation, and Zeus Components, Inc., as amended, and
any other employment agreement between Employee and Zing Technologies, Inc. or
Omnirel LLC, or any affiliate thereof, shall be terminated and of no further
force and effect.
4. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of Massachusetts without giving effect to the
principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
International Rectifier Corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President Government
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and Space Products
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Address: 000 Xxxxxx Xx.
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Xx Xxxxxxx, XX 00000
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/s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
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Address: 000 Xxxxx Xx.
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Xxxxxxxx, XX 00000
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