SECOND AMENDMENT TO
INTERNATIONAL RECTIFIER CORPORATION GRANTOR TRUST
FOR RETIREMENT BENEFITS FOR XXXX XXXXX
WHEREAS, International Rectifier Corporation (the "Company") and Union Bank
of California, N.A. (the "Trustee") have previously entered into an agreement
establishing the International Rectifier Corporation Grantor Trust For
Retirement Benefits For Xxxx Xxxxx (the "Agreement"); and
WHEREAS, Section 11 of the Agreement provides that the Agreement may be
amended by a written instrument signed by the Trustee and the Company; and
WHEREAS, the Company and the Trustee have determined that it is desirable
to amend the Agreement as set forth herein:
NOW, THEREFORE, the Company and the Trustee agree that the first sentence
of Section 2(a) of the Agreement shall be amended in its entirety to read as
follows:
"Upon the Corporation's termination of Xxxx Xxxxx'x employment for any reason
other than Cause, or upon Xxxx Xxxxx'x resignation following a Change in Control
of the Company (as "Cause" and "Change in Control" are defined in the Employment
Agreement), or upon Xxxx Xxxxx'x death, or upon Xxxx Xxxxx'x exercise of his
right to reduce his pension in accordance with Section 3(c) of the Employment
Agreement, or upon such other event which under the terms of his Employment
Agreement shall entitle Xxxx Xxxxx to a payment from the Trust, the Company or
such party as it shall designate in writing to the Trustee shall deliver to the
Trustee a written schedule (a "Payment Schedule") that indicates the amounts
payable to Xxxx Xxxxx or his spouse, or that provides a formula or other
instructions acceptable to Trustee for determining the amounts so payable, the
form in which such amount is to be paid (as provided for under the Employment
Agreement), and the time of commencement for payment of such amounts."
This amendment shall be effective as of the date set forth below.
IN WITNESS WHEREOF, this Second Amendment to International Rectifier
Corporation Grantor Trust For Retirement Benefits For Xxxx Xxxxx is executed
this 5th day of August 1998.
INTERNATIONAL RECTIFIER CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxx Xxxxx
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/s/ Xxxxxxx Xxxxx
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