AGREEMENT AND PLAN OF MERGER among INTERNATIONAL RECTIFIER CORPORATION INFINEON TECHNOLOGIES AG and SURF MERGER SUB INC. Dated as of August 20, 2014Agreement and Plan of Merger • August 21st, 2014 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of August 20, 2014, among International Rectifier Corporation, a Delaware corporation (the “Company”), Infineon Technologies AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”) and Surf Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”).
Company Letterhead]International Rectifier Corp /De/ • August 21st, 2014 • Semiconductors & related devices
Consistent with the terms of the Merger Agreement and the related Company Disclosure Schedule, you and the Company agree that, prior to the Effective Time, you acknowledge and agree that your [Severance]/[Change-in-Control Severance] Agreement dated as of [ ] (your “Existing Agreement”) will be amended to reflect the changes set forth below. Any capitalized terms not defined in this letter shall have the meaning ascribed to them in your Existing Agreement.
Company Letterhead]International Rectifier Corp /De/ • August 21st, 2014 • Semiconductors & related devices
You hereby confirm that a “Change in Control” (as defined in your [Severance]/[Change-in-Control Severance]/[Employment] Agreement dated as of [ ] (the “Severance Agreement”)) shall not be deemed to have occurred until the consummation of a Transaction, notwithstanding the definition of “Change in Control” in your Severance Agreement. Your execution of this letter where indicated below constitutes such confirmation. For purposes hereof, “Transaction” means the Merger or any transaction pursuant to a definitive agreement entered into by and between the Company and another party in respect of a Superior Proposal (as defined in the Merger Agreement).
Company Letterhead]International Rectifier Corp /De/ • August 21st, 2014 • Semiconductors & related devices
Consistent with the terms of the Merger Agreement and the related Company Disclosure Schedule, you and the Company agree that, prior to the Effective Time, you acknowledge and agree that your Severance Agreement dated as of September 19, 2008, as amended (your “Existing Agreement”), will be amended to reflect the changes set forth below. Any capitalized terms not defined in this letter shall have the meaning ascribed to them in your Existing Agreement.
