August 5, 1998
Xx. Xxxx Xxxxx
000 Xxxxxx Xxx
Xxx Xxxxxxx, XX 00000
Dear Xxxx:
In accordance with the decision of the Board of Directors of International
Rectifier Corporation on August 5, 1998, it is proposed to amend that certain
Executive Employment Agreement between you and the Company, dated May 15, 1991
(as previously amended April 12, 1995 and June 22, 1998, hereinafter sometimes
also referred to as the "Agreement") as follows.
Section 3 of the Executive Employment Agreement is amended by the addition of
the following sub-section (d):
"d) Corporation and Executive agree that the Pension described in
Section 3(a)(iii) of this Agreement, as amended, shall not be
paid in accordance with the terms of that provision. Instead,
Corporation shall direct Union Bank of California, N. A., as
trustee of the International Rectifier Corporation Trust for
Retirement Benefits for Xxxx Xxxxx (the "Trust") to make a
payment (the "Payment") to Executive of all remaining assets of
the Trust. Such payment shall ultimately be reduced by any
amounts determined by the Corporation to be necessary to satisfy
applicable tax withholding requirements. The Payment shall be
made to Executive as soon as possible following addition of this
Section 3(d) to this Agreement. The Payment shall satisfy all
obligations of the Corporation under Section 3(a)(iii) of this
Agreement, as amended, to pay Executive or his spouse any pension
or retirement benefits.
Executive acknowledges and agrees that following the Payment,
Executive shall no longer be entitled to any pension or
retirement benefits payable by the Corporation or any trust
established by the Corporation pursuant to Section 3(a)(iii) of
the Executive Employment Agreement. Executive shall also obtain
his spouse's acknowledgment and consent that following the
Payment she will have no entitlement, either before or after
Executive's death, to any pension or retirement benefits payable
by the Corporation or any trust established by the Corporation,
and attributable to Executive's employment with the Corporation,
pursuant to Section 3(a)(iii) of the Executive Employment
Agreement."
Xxxx Xxxxx
August 5, 1998
Page Two
Except as hereinabove stated, the subject agreement shall remain in full force
and effect.
If the foregoing is acceptable, you and your wife should sign this letter in the
spaces indicated below and return one copy of this letter to me.
Sincerely,
/s/ Xxxxxxx X. XxXxx
Xxxxxxx X. XxXxx
Chief Financial Officer
Accepted and Agreed to:
/s/ Xxxx Xxxxx Date: September 22, 1998
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Xxxx Xxxxx
I, Xxxxxxxxx Xxxxx, am the spouse of Xxxx Xxxxx. I hereby acknowledge and agree
that following the "Payment" described in this letter agreement I will have no
entitlement, either before or after my spouse's death, to any pension or
retirement benefits payable by International Rectifier Corporation (the
"Corporation"), or any trust established by the Corporation, which are
attributable to my spouse's employment with the Corporation, pursuant to Section
3(a)(iii) of the aforementioned "Executive Employment Agreement".
/s/ Xxxxxxxxx Xxxxx Date: September 22, 1998
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Xxxxxxxxx Xxxxx
