FIRST AMENDMENT TO THE
CONSULTING, NONDISCLOSURE, SEVERANCE AND RESIGNATION AGREEMENT ENTERED INTO BY
AND BETWEEN XXXXX XXXXX AND INTERNATIONAL RECTIFIER CORPORATION, AS OF
MAY 10, 1999
Xxxxx Xxxxx and International Rectifier Corporation hereby agree to amend
that certain Consulting, Nondisclosure, Severance and Resignation Agreement
entered into by and between the parties, as of May 10, 1999, as follows:
- Section VI.F.2 shall be amended to read in its entirety as follows:
NEW OPTIONS. Before the Resignation Date, the Company shall grant the
Executive new nonqualified options to purchase shares of common stock of
the Company at the market price on the date of grant determined in
accordance with the Company's stock option plan. The new options will
immediately vest and will terminate ten years after the date of grant.
The amount of the new options to be granted under this paragraph shall
be equal to the number of options, if any, that the Company grants to
the other Chief Executive Officer of the Company relating to performance
in fiscal year 1999, as provided in Section VI.B, plus 51,200, but shall
not exceed an aggregate amount of 200,000 shares. The form of stock
option agreement to be used for New Options is attached hereto as
Exhibit A and made a part hereof.
- The last sentence of Section VII.B shall be amended to read in its entirety
as follows:
Any options to purchase common stock of the Company that the Executive
holds as of the date of such termination or breach shall be governed by
Section VI.F.2.
In Witness Whereof, the parties have executed this amendment
as of the 29th day of September, 1999.
Xxxxx Xxxxx International Rectifier Corporation
/s/ Xxxxx Xxxxx By: /s/ L. Xxxxxxx Xxxxxxx
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L. Xxxxxxx Xxxxxxx
Its: Executive Vice President
Exhibit A
INTERNATIONAL RECTIFIER CORPORATION
EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
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THIS OPTION AGREEMENT is between INTERNATIONAL RECTIFIER
CORPORATION (the "Company") and Xxxxx Xxxxx (the "Optionee"). Pursuant to
the International Rectifier Corporation Amended and Restated Stock Incentive
Plan of 1992 (the "Plan") and Optionee's Consulting, Nondisclosure, Severance
and Resignation Agreement with the Company dated as of May 10, 1999, as
amended by letter agreement dated September 29, 1999 (the "Consulting
Agreement"), the Company hereby evidences the grant of a nonqualified stock
option to purchase authorized but unissued or treasury shares of Common
Stock, $1.00 par value, of the Company on the terms and conditions included
herein and in the Plan:
GRANT DATE: JUNE 14, 1999
NUMBER OF SHARES: 200,000(1)
EXERCISE PRICE PER SHARE: $11.375(1)
EXPIRATION DATE: JUNE 13, 2009(2)
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(1) Subject to adjustment under Section 8 of the Plan and Section 4
of the Terms and Conditions.
(2) Subject to early termination if the Optionee's Consulting
Agreement is terminated under certain circumstances or in certain other
circumstances. See the Terms and Conditions (attached hereto and
incorporated herein by this reference) and the Plan and the Consulting
Agreement for exceptions and additional details regarding early termination
of the Option.
INTERNATIONAL RECTIFIER CORPORATION OPTIONEE
(a Delaware Corporation)
By:
L. Xxxxxxx Xxxxxxx, Executive Vice President Xxxxx Xxxxx
and
(Address)
By:
Xxxxxx X. Xxxxxxxx, Assistant Secretary
(City, State, Zip Code)
TERMS AND CONDITIONS
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1. EXERCISABILITY OF OPTION. The Option shall vest and become
exercisable immediately and may be exercised at any time (or from time to
time in one or more installments) prior to the expiration date, subject to
earlier termination of the Option as provided in this Agreement, the
Consulting Agreement, or the Plan. Notwithstanding the foregoing, 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. So long as the Option remains
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,
plus any amount required to satisfy any applicable withholding taxes. Other
payment methods may be permitted only if expressly authorized by the
Committee with respect to this Option or all options under the Plan.
3. EFFECT OF TERMINATION EVENT. If one of the termination events
listed below occurs, and the Option was exercisable at the date of the
termination event, the Option and all other rights and benefits under this
Agreement shall terminate upon the earlier of the expiration of the
post-termination exercise period opposite the particular termination event
specified below or the Expiration Date:
TERMINATION EVENT POST-TERMINATION EVENT EXERCISE PERIOD
- Death or Disability (as defined below) one year
of Optionee
- Early Termination of the Consulting one year
Agreement by mutual consent
- Termination of the Consulting Agreement 30 days after notice to Optionee
and/or rights and benefits by the Company
for Cause (or after the service period,
the occurrence of any of the acts, omissions
or events constituting Cause), as "Cause" is
defined in the Consulting Agreement
- Termination of the Consulting Agreement by 30 days
Optionee without the Company's consent
- Optionee engages in conduct that 30 days after notice to Optionee
constitutes Cause (as defined below)
- Termination of services under the remainder of term
Consulting Agreement by the Company WITHOUT
Cause (as defined in the Consulting Agreement)
- Material breach of the Consulting remainder of term
Agreement by the Company
4. ADJUSTMENT AND/OR TERMINATION OF OPTION UNDER CERTAIN CIRCUMSTANCES.
In addition to adjustments contemplated by Section 8 of the Plan, upon the
occurrence or in contemplation of an Event (as defined in Section 10 below),
the Company may provide for the assumption, substitution, conversion,
exchange, or other settlement and/or adjustment of the Option, whether
exercisable or not, or may terminate the Option. If the Company terminates
an Option, the Company shall make provision for a cash payment for the Option
or shall provide for the assumption, conversion or substitution of other
options or rights, in either case based on the distribution or consideration
payable to holders of the Common Stock of the Company or the difference
between the exercise price and the fair market value of the shares on the
applicable measurement date in respect of the Event. In addition, if the
Option is not exercised prior to an Event involving a Change of Control (as
these terms are defined in Section 10) approved by the Board, the Committee
acting prior to the Event, may provide that the Option terminates, subject to
any provision by the Committee, in its sole discretion through a plan of
reorganization approved by the Board or otherwise, for the survival,
substitution, assumption, exchange or other reasonable settlement of the
Option.
5. NOTICES. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the Company at its principal office, to
the attention of the Corporate Secretary and to the Optionee at the address
given beneath the Optionee's signature, or at such other address as either
party may hereafter designate in writing to the other.
6. OPTIONEE NOT A STOCKHOLDER. Neither the Optionee nor any other
person entitled to exercise the Option shall have any of the rights or
privileges of a stockholder of the Company as to any shares of Common Stock
not actually issued and delivered to Optionee prior to delivery of
the exercise price and satisfaction of all other conditions precedent
to the due exercise of the Option and delivery of shares.
7. NO SERVICE COMMITMENT BY COMPANY. Nothing contained in this
Agreement or the Plan constitutes a commitment by the Company to engage the
services of Optionee during the term of the Option, confers upon Optionee any
right to remain in the service of the Company, interferes in any way with any
right of the Company to terminate any services, or affects the rights and
obligations of the parties under the Consulting Agreement.
8. EFFECT OF AWARD AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of any successor or successors of the Company except to
the extent the Committee determines otherwise.
9. CHOICE OF LAW. The constructive interpretation, performance and
enforcement of the Option and this Agreement shall be governed by the laws of
the State of California.
10. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
"CAUSE" means, at any time after Consulting Agreement has terminated
in all respects:
- any unlawful or improper act by Optionee that has resulted in
the Optionee's personal gain at the expense of the Company or any
of its subsidiaries;
- Optionee's breach of fiduciary duty to the Company or willful
misconduct, or conviction of a crime (other than minor traffic
violations or similar offenses), affecting the Company;
- Optionee's violation of any policy or rule of the Company
applicable to him; or
- Other unlawful or improper conduct of Optionee that results in
a substantial detriment to the business or reputation of the Company
or any of its subsidiaries.
The existence of Cause shall be determined in good faith by the Committee,
subject to ratification by the Board, whether before or after the date of
termination of services, and any disputes with respect to any determination
during the term of the Consulting Agreement shall be resolved under Section
XI of the Consulting Agreement.
"CHANGE IN CONTROL" means any of the following:
- Approval by the stockholders of the Company of the dissolution or
liquidation of the Company;
- Approval by the stockholders of the Company of an agreement to merge or
consolidate, or
otherwise reorganize, with or into one or more entities that are not
majority-owned subsidiaries of the Company, as a result of which 50% or
less of the outstanding voting securities of the surviving or resulting
entity are, or are to be, owned by former stockholders of the Company.
- Approval by the stockholders of the Company of the sale or transfer of
substantially all of the Company's business and/or assets to a person or
entity that is not a subsidiary of the Company; or
- The occurrence of any of the following:
- any "person," alone or together with all "affiliates" and
"associates" of such person, without the prior approval of the
Board of Directors, becomes the "beneficial owner" of more than
50% of the outstanding voting securities of the Company (the
terms "person", "affiliates", "associates" and "beneficial owner"
are used as such terms are used in the Securities Exchange Act of
1934 and the General Rules and Regulations thereunder); PROVIDED,
HOWEVER, that a "Change in Control" shall not be deemed to have
occurred if such "person" is the Company, any subsidiary of the
Company or any employee benefit plan or employee stock plan of
the Company or of any subsidiary of the Company, or any trust or
other entity organized, established or holding shares of such
voting securities by, for, or pursuant to the terms of any such
plan, or any member of or entity or group affiliated with the
Lidow family; or
- individuals who at the beginning of any period of two
consecutive calendar years constitute a majority of the Board
cease for any reason, during such period, to constitute at least
a majority thereof, unless the election, or the nomination for
election by the Company's shareholders, of each new Board member
was approved by a vote of at least two-thirds of the Board
members then still in office who were Board members at the
beginning of such period.
"DISABILITY" means if the Executive is unable to perform his duties
under the Consulting Agreement for a period of 90 consecutive days or for
shorter periods aggregating six months in any 12 month period because of
disability or incapacitation, or, after June 14, 2001, incurs a total and
permanent disability.
"EVENT" means a liquidation, dissolution, Change in Control, merger,
consolidation, or other combination or reorganization, or a recapitalization,
reclassification, extraordinary dividend or other distribution (including a
split up or a spin off of the Company or any significant subsidiary), or a
sale or other distribution of substantially all the assets of the Company as
an entirety.
11. PLAN. The Option and all rights of Optionee thereunder are subject
to, and the Optionee agrees to be bound by, all of the terms and conditions
of the provisions of the Plan, including, but
not limited to Section 8 (Adjustments and Settlement of Awards) and
Section 12 (Legal Issues). The Optionee acknowledges receipt of a
copy of the Plan, which is made a part hereof by this reference,
and agrees to be bound by the terms thereof. Unless otherwise
expressly provided in other Sections of this Agreement, provisions
of the Plan that confer discretionary authority on the Committee
do not (and shall not be deemed to) create any additional rights
in the Optionee not expressly set forth above. The Option is not
intended as an incentive stock option.
