<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
International Rectifier Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
International Rectifier Corporation
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[Logo]
INTERNATIONAL RECTIFIER CORPORATION
233 Kansas Street, El Segundo, CA 90245 (310) 322-3331
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 21, 1994
The Annual Meeting of Stockholders of INTERNATIONAL RECTIFIER CORPORATION
will be held on Monday, November 21, 1994 at 10 o'clock a.m. Pacific Standard
Time at the HEXFET America facility of the Company at 41915 Business Park
Drive, Temecula, California.
The meeting will consider and act upon the following business:
1 Election of three Directors.
2 A proposal to amend the Stock Option Plan of 1992.
3 Ratification of Coopers & Lybrand as independent auditors of the
Company to serve for fiscal year 1995.
4 Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on September 23,
1994 as the record date for determining those Stockholders who will be entitled
to vote at the meeting.
By order of the Board of Directors
Gerald A. Koris
Secretary
October 7, 1994
IMPORTANT: PLEASE FILL IN DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE
POST-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO
EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
1
<PAGE>
PROXY STATEMENT
GENERAL
The accompanying Proxy is solicited by the Board of Directors of
International Rectifier Corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held on November 21, 1994 and any adjournment
thereof. The close of business on September 23, 1994 has been fixed as the
record date for the determination of Stockholders entitled to notice of and to
vote at the meeting. This Proxy Statement and the accompanying Proxy will be
first mailed to Stockholders on or about October 7, 1994.
Any Stockholder who gives a Proxy has the power to revoke it at any time
before it is exercised by delivery of written notice of revocation to the
Secretary of the Company prior to commencement of the Annual Meeting.
Stockholders attending the Annual Meeting may vote their shares in person
whether or not a Proxy has been previously executed and returned. The Company
will bear the cost of solicitation of proxies.
The record date for the determination of shares entitled to notice of and
to vote at the meeting is the close of business on September 23, 1994. As of
September 23, 1994 there were 20,392,023 shares issued and outstanding of $1.00
par value Common Stock of the Company, the only class of voting securities
outstanding. Each share of Common Stock of the Company is entitled to one vote;
there is no cumulative voting.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by Proxies that
reflect abstentions or include "broker non-votes" as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions will be counted toward the tabulation of "votes cast" and will have
the same effect as negative votes. "Broker non-votes" do not constitute a vote
"for" or "against" any matter and thus will be disregarded in calculation of
"votes cast". If a broker or nominee has indicated on the proxy that it does
not have discretionary authority to vote certain shares (i.e. "broker non-
votes"), those shares will be treated as not present and not entitled to vote
with respect to that matter (even though those shares may be considered entitled
to vote for quorum purposes and may be entitled to vote on Proposals 1 and 3).
SECURITY OWNERSHIP
The following table shows, as of September 23, 1994, the beneficial
ownership of the Common Stock by owners of more than five percent of the Common
Stock, by each director or nominee, and by all directors and officers as a
group.
<TABLE>
<CAPTION>
AMOUNT BENEFICIALLY
NAME OWNED(1) PERCENT OF CLASS
<S> <C> <C>
Eric Lidow 1,409,515(2) 6.9%
Donald S. Burns 2,000 *
George Krsek 24,000 *
Rochus E. Vogt 26,500 *
Jack O. Vance 22,700 *
Robert J. Mueller 28,000 *
James D. Plummer -0- *
Alexander Lidow 539,642 *
Derek B. Lidow 290,799(2) *
All Directors and Officers as a Group 2,209,961 10.8%
(11 persons)
<FN>
* Less than 5%
</TABLE>
2
<PAGE>
(1) Amount includes 210,500 shares exercisable under Company stock option plans
on or within 60 days of the record date.
(2) Amount includes 138,915 shares owned of record by a trust of which Eric
Lidow is the trustee and Derek B. Lidow is the beneficiary. In addition, there
are 4,008 shares owned by Lidow Foundation of which Eric Lidow is a director.
Eric Lidow disclaims any beneficial ownership in any such shares. Members of the
Lidow family other than Messrs. Eric Lidow, Alexander Lidow and Derek B. Lidow
are the beneficial owners of 80,033 shares. The 2,181,074 shares beneficially
owned by members of the Lidow family constitute 10.7% of the shares outstanding.
ELECTION OF DIRECTORS
(PROPOSAL 1)
There are nine directors on the Company's Board. The directors are divided
into three classes, and the director in each class serve three-year terms
expiring in successive years. At the 1994 Annual Meeting, the term of office of
Class Three expires, and three directors are expected to be elected with terms
expiring upon the election and qualification of their successors at the 1997
Annual Meeting of Stockholders.
It is intended that Proxies received by the Board of Directors will be
voted for the election of the nominees for director named below, unless
authority to do so is withheld. Messrs. Eric Lidow, Donald S. Burns and James
D. Plummer are at present directors of the Company. It is not contemplated
that any nominee will be unable to serve as a director, but if that contingency
should occur prior to the Annual Meeting, the holders of Proxies reserve the
right to substitute and vote for another person of their choice.
The affirmative vote of holders of a majority of shares of the Company's
Common Stock represented at the meeting in person or by Proxy is required to
elect any nominee for director.
NOMINEES FOR DIRECTORS
The following persons are nominees for director with terms expiring in
1997.
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- - ---- --- -------------------- --------
CLASS THREE
TERM ENDING 1997
Eric Lidow 81 President, Chairman of the Board 1947
and Chief Executive Officer
Donald S. Burns (1) 69 President, Chairman of the Board 1993
and Chief Executive Officer,
Prestige Holding, Ltd.
James D. Plummer (1) 49 John M. Fluke Professor of 1994
Electrical Engineering and
Director of Integrated Circuits
Laboratory, Stanford University
3
<PAGE>
________________________________________________________________________
CLASS ONE
TERM ENDING 1995
George Krsek 73 President, Konec, L.L.C., 1979
a management consulting firm
Jack O. Vance 69 Managing Director, Management 1988
Research, a management
consulting firm
Derek B. Lidow (1) 41 Executive Vice President 1994
________________________________________________________________________
CLASS TWO
TERM ENDING 1996
Rochus E. Vogt 64 Professor of Physics, 1984
California Institute of
Technology
Robert J. Mueller 65 Executive Vice President - 1990
External Affairs and
Business Development
Alexander Lidow (1) 39 Executive Vice President, 1994
Operations
________________________________________________________________________
(1) As permitted by the Company's Bylaws, Donald S. Burns was elected a
director on February 26, 1993 by the Board of Directors, thereby increasing the
Board from six to seven members. Alan E. Lidow resigned from the Board on May
31, 1994. On September 14, 1994 James D. Plummer, Alexander Lidow and Derek B.
Lidow were elected directors, as permitted by the Company's Bylaws, thereby
increasing the Board from seven to nine members. Alexander Lidow and Derek B.
Lidow are sons of Eric Lidow.
The above named directors have held their respective employment positions
during the past five years except Jack O. Vance, who previously was a Director
of McKinsey & Co., Inc., a management consulting firm, from 1960 to 1989; and
George Krsek, who was President of Houba, Inc., a pharmaceutical firm, from 1975
to July 1994. Messrs. Mueller, Alexander Lidow and Derek B. Lidow have been
employed by the Company for more than five years in various executive officer
positions.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Audit Committee and a Compensation
Committee but not a Nominating Committee. Both the Audit Committee and the
Compensation Committee currently consist of Messrs. Burns, Krsek, Vance, and
Vogt, each of whom is not an officer or employee of the Company ("Non-Employee
Director"). The Audit Committee monitors the Company's basic accounting
policies, reviews audit and management reports, and makes recommendations
regarding the appointment of the independent auditors. The Audit Committee
held three meetings in the fiscal year. The Compensation Committee, formed
in November, 1992, has the responsibility for setting key executive
compensation and for granting stock options. (See "Compensation Committee
Report" below). The Compensation Committee met three times in fiscal 1994.
The Board of Directors met four times in fiscal 1994. No director
4
<PAGE>
attended less than 75% of meetings of the Board of Directors and of a committee
on which he served during the fiscal year.
Non-Employee Directors receive fees of $30,000 per annum for participation
on the Board and its Committees. Under the current Stock Option Plan of 1992,
such directors are automatically granted stock options for 2,500 shares on each
January 1 during the term of such plan. Such automatic grants commenced on
January 1, 1993. In addition, each Non-Employee Director elected after the
1992 Annual Meeting of Stockholders is automatically granted upon initial
election an option to purchase 10,000 shares and each Director in office on
the date of such stockholders meeting was granted an option to purchase 10,000
shares. Non-Employee Directors are not eligible to receive any other options
under the Stock Option Plan of 1992. The aggregate number of shares for which
options may be granted to any Non-Employee Director under both the Stock Option
Plan of 1992 and the Stock Option Plan of 1984 cannot exceed 30,000 shares.
Non-Employee Director options become exercisable at the rate of 20% per annum
commencing on the first anniversary of the date of grant. For the proposed
amendment to the Stock Option Plan of 1992 as it relates to Non-Employee
Director compensation, see "Proposed Amendment to Stock Option Plan of 1992"
below.
EXECUTIVE COMPENSATION
The following table and accompanying notes summarize the aggregate
compensation of the five highest paid executive officers of the Company, and
the stock option grants awarded to such executive officers for each of the
last three fiscal years.
SUMMARY COMPENSATION TABLE - ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Long Term
Other Compensation
Annual ------------
Name and Fiscal Salary Bonus Compensation Options
Principal Position Year ($) ($) ($) (#)
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Eric Lidow (1), President, 1994 557,200 (2) 110,000 ---- 60,000
Chairman and 1993 564,177 (3) ---- ---- ---
Chief Executive Officer 1992 504,808 ---- ---- ---
Alexander Lidow 1994 307,200 60,000 ---- 40,000
Executive Vice President, 1993 312,969 400 ---- ---
Operations 1992 319,580 ---- ---- ---
Derek B. Lidow 1994 307,200 60,000 ---- 40,000
Executive Vice President 1993 312,969 ---- ---- ---
1992 319,580 ---- ---- ---
Robert J. Mueller 1994 299,000 59,800 ---- 15,000
Executive Vice President - 1993 310,842 ---- ---- ---
External Affairs and Business 1992 313,327 ---- ---- ---
Development
Michael P. McGee 1994 188,214 40,000 ---- 15,000
Vice President-Finance, 1993 128,600 ---- ---- ----
Chief Financial Officer 1992 127,906 ---- ---- 1,500
5
<PAGE>
<FN>
(1) The Company entered into an executive agreement with Eric Lidow dated May
15, 1991. See "Executive Agreement" below.
(2) Mr. Lidow's salary in 1994 included the $550,000 salary under his
executive agreement and an automobile allowance granted key executives.
(3) Mr. Lidow's salary in 1993 included the $550,000 salary under his executive
agreement, an automobile allowance granted key executives and an amount
reflecting a difference in pay periods that year.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table and accompanying notes summarize options granted
to each executive officer of the Company in fiscal 1994 and projects potential
realizable gains at hypothetical assumed annual compound rates of appreciation.
There were no grants of SARs to the executive officers in fiscal 1994.
<TABLE>
<CAPTION>
Percent of Potential Realizable Value
total options at Assumed Annual Rates
granted to of Stock Price Appreciation
employees for Option Term (4)
Options in fiscal Exercise Expiration
Granted year Price Date(3) 5% ($) 10% ($)
NAME (#)(1)(2) ($/SH)
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Eric Lidow 60,000 26.4% 15.00 6/29/04 567,000 1,436,400
Alexander Lidow 40,000 17.6% 15.00 6/29/04 378,000 957,600
Derek B. Lidow 40,000 17.6% 15.00 6/29/04 378,000 957,600
Robert J. Mueller 15,000 6.6% 15.00 6/29/04 141,750 359,100
Michael P. McGee 15,000 6.6% 15.00 6/29/04 141,750 359,100
In addition, 57,500 options were granted to other employees of the Company.
<FN>
(1) Options become exercisable at a rate of 20% per annum commencing on the
first anniversary of the date of grant.
(2) Under the terms of the Stock Option Plan of 1992, the Compensation
Committee retains discretion, subject to plan limits, to modify the terms of
outstanding options and to reprice the options.
(3) Subject to earlier termination in certain events related to termination of
employment.
(4) These values are solely the mathematical results of hypothetical assumed
appreciation of the market value of the underlying shares at an annual rate of
5% and 10% over the full ten-year term of the options, less the exercise price.
Actual gains, if any, will depend on future stock market performance of the
Company's Common Stock, market factors and conditions, and each Optionee's
continued employment through the applicable vesting periods. The Company makes
no prediction as to the future value of these options or of its Common Stock,
and these values are provided solely as examples required by the proxy reporting
rules of the Securities and Exchange Commission.
</TABLE>
6
<PAGE>
OPTIONS
The following table shows for each of the five highest paid executive officers
the shares acquired on exercise of options in fiscal 1994 and certain
information regarding outstanding options held by them at the end of fiscal
1994.
OPTION EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Value
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End (#) at FY-End ($)
-------------- -------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($)(1) Unexercisable Unexercisable(1)
- - ---------- --------------- --------------- -------------- -----------------
<S> <C> <C> <C> <C>
Eric Lidow 0 0 82,000/93,000 408,000/117,000
Alexander Lidow 0 0 37,000/58,000 132,000/43,000
Derek B. Lidow 0 0 28,600/52,400 132,000/43,000
Robert J. Mueller 5,000 35,625 18,000/22,000 99,000/28,500
Michael P. McGee 0 0 4,100/17,400 9,075/27,988
<FN>
(1) Based on market value of $13.00 on the date of exercise.
(2) Based on market value of $15.25 at the end of fiscal 1994, minus the
exercise price of "in the money" options. The exercise price of outstanding
options ranges from $7.00 to $21.625.
</TABLE>
EXECUTIVE AGREEMENT
The Company entered into an executive agreement with Eric Lidow dated May
15, 1991, providing for his continued employment with the Company for a six-year
period as Chief Executive Officer and President or in such other position as the
Board of Directors may determine. The agreement provides for an annual salary
of $500,000, which may be increased at the discretion of the Board and was so
increased on May 8, 1992 to $550,000. Upon Mr. Lidow's retirement from the
Company (or a change in control) he will receive annual payments of 90% of his
then current salary. Upon Mr. Lidow's death, payments will be continued to his
wife, if she survives him, in an amount equal to two-thirds of his then current
annual salary or retirement benefit for the remainder of her life. At fiscal
year end Mr. Lidow was entitled to receive upon retirement, $495,000 a year for
the remainder of his life and his wife would thereafter receive approximately
$330,000 a year for the remainder of her life. In connection with the executive
agreement $572,000 was expensed in fiscal 1994.
TRANSACTIONS WITH MANAGEMENT/FAMILY RELATIONSHIPS
The Company leases two parcels of real property in El Segundo, California,
owned by Alexander Lidow and paid rent totaling $83,052 during the 1994 fiscal
year. One lease has a five year term expiring July 31, 1995; the other lease
has a ten year term expiring March 31, 1996.
7
<PAGE>
During the fiscal year $88,277.70 was paid to Hart International
Enterprises, a real estate brokerage owned by Janet K. Hart, for real estate
brokerage services rendered from March, 1993 through December, 1993. Ms. Hart
is the wife of Alexander Lidow. The Company believes that the brokerage
services of Ms. Hart were obtained at more favorable rates than customarily
charged by others for such services.
The following information contained under the captions "Compensation Committee
Report" and "Stock Price Performance" shall not be deemed "soliciting material"
or "filed" with the Securities and Exchange Commission and shall not be deemed
to be incorporated into any filing by the Company under the Securities Act
of 1933 or the Securities Exchange Act of 1934 in the absence of specific
reference to such captions and information.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee")
currently consists of four of the independent, Non-Employee Directors of the
Company; such directors are listed below. The compensation of the five
officers who comprise the Executive Team, the top management operating group
of the Company, is determined by the Committee (see "Executive Compensation"
above). The Committee also reviews (but does not set) the salaries of all
other employees having annual compensation of $150,000 or more.
The Company's executive compensation program includes competitive base
salaries, annual bonuses and stock options. The Committee's policy is to set
base salaries generally within the competitive range for similar positions in
high technology companies, based on information of a broad range of such
companies obtained from an independent survey of executive compensation. A cash
bonus is a variable and performance-reflective portion of the compensation
package. In general, cash bonuses are subjective, but the Committee takes into
consideration such factors as profitability in the particular fiscal year,
Company stock performance, outstanding achievements (for example in new product
introduction), and improvement in market share and industry position. Stock
options, designed to align the interests of the executives to those of the
stockholders, are granted to provide long-term incentives linked to an increase
in the market price of Company stock by awarding options at the fair market
value on the day of grant. Outstanding options are currently exercisable in
annual 20% increments over a five year period.
In implementation of the above compensation program, the Committee took the
following actions for the past fiscal year. Base compensation levels were not
changed. The salary of the Chief Executive Officer is based on an agreement
entered into before the formation of the Committee (see "Executive Agreement"
above) and no increase therein was made in the fiscal year. Cash bonuses were
awarded for fiscal 1994 to each executive officer of approximately 20% of his
base salary (see "Executive Compensation" above). The Committee believes the
Company's performance was a result of the combined efforts of all executives
working together and, therefore, granted a 20% bonus to each executive.
Additional stock options were granted to the key executives (see "Option Grants
in Last Fiscal Year" above), based on a subjective evaluation of overall
management performance and individual responsibility and authority.
Donald S. Burns George Krsek
Jack O. Vance Rochus E. Vogt
8
<PAGE>
STOCK PRICE PERFORMANCE
The following graph compares the Company's cumulative stockholder return on
its common stock (i.e. change in stock price plus reinvestment of any
dividends) measured against the cumulative total return of the Standard and
Poor's 500 Stock Index and Standard and Poor's High Technology Composite Index
peer group. The stock price performance shown in this graph which assumes $100
was invested on June 30, 1989, is not necessarily indicative of and not
intended to suggest future stock price performance.
[GRAPH]
<TABLE>
<CAPTION>
6/30
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
The Company 100 242.11 321.05 168.42 265.79 315.79
S&P 500 100 116.49 125.10 141.88 161.22 163.49
S&P High Tech 100 112.74 106.10 112.62 131.55 142.46
</TABLE>
9
<PAGE>
AMENDMENT TO STOCK OPTION PLAN OF 1992
(PROPOSAL 2)
PROPOSED AMENDMENT TO 1992 STOCK OPTION PLAN
The Stockholders of the Company approved the Stock Option Plan of 1992
(the "Plan") at the Annual Meeting of Stockholders on November 23, 1992. The
full text of the proposed amendment to the 1992 Plan (the "1992 Plan
(Amended)") is set forth in the Exhibit to this Proxy Statement. The
following summary of such proposed amendment is qualified by this reference to
that text.
The Board of Directors has approved the submission to the Stockholders of
an amendment to the Stock Option Plan of 1992, designed to secure and retain the
services of qualified Non-Employee Directors. The amendment would grant
Non-Employee Directors additional stock options not provided for by the
Company's current Plan and otherwise amend the Plan respecting vesting of such
rights to provide that: 1) each Non-Employee Director holding office on
August 9th be granted, in addition to options he now holds, an option to
purchase 10,000 shares of Company common stock at a price equal to the closing
price on the New York Stock Exchange on August 9, 1994 ($18.625 per share);
2) each Non-Employee Director elected after August 9, 1994 be granted an
option to purchase 20,000 shares of common stock on the date of election at a
price equal to such day's closing price on the New York Stock Exchange in lieu
of the current grant of an option to purchase 10,000 shares; 3) an option to
purchase 2,500 shares be granted as of the first day of each January beginning
January 1, 1995 and ending January 1, 1998, totaling 10,000 shares to each
Non-Employee Director in office for all four years; 4) all options held by
Non-Employee Directors for at least one year from the date of grant shall
accelerate and become fully vested, in addition to those events described in the
current Plan, upon death, or after five consecutive years of service, voluntary
resignation or decision not to stand for re-election to the Board; 5) the term
of the Plan shall be extended to December 31, 1999; 6) a limit of 50,000 shares
shall be imposed on options granted to Non-Employee Directors in aggregate under
this Plan and the 1984 Plan; and 7) a limit of 100,000 shares shall be imposed
on options granted to any individual in any calendar year under the 1992 Plan
(Amended). No other amendments are proposed to the current Plan. For
information concerning the current operation of the 1992 Plan with respect to
Non-Employee Directors see "Committees and Meetings of the Board of Directors",
above (last paragraph).
DESCRIPTION OF THE 1992 PLAN (AMENDED)
Options to purchase shares under the 1992 Plan (Amended) may be granted to
those present and future employees (including officers and employee directors)
of the Company or its subsidiaries selected by the Compensation Committee
as persons who contribute to the continued growth and development and
financial success of the Company or any of its subsidiaries. The only options
available for grant under the 1992 Plan (Amended) are nonqualified options.
The maximum number of shares of Common Stock that may be issued pursuant to
options granted under the 1992 Plan (Amended) is one and one-half percent
(1-1/2%) of the number of shares of Common Stock outstanding on January 1,
1993, increased each January 1 during the term of the 1992 Plan (Amended) by a
number equal to one and one-half percent (1-1/2%) of the number of shares of
Common Stock then outstanding. Any shares subject to unexercised options that
expire or are terminated may be subject to grant of other options under the
1992 Plan (Amended). The number of shares reserved under the 1992 Plan
(Amended) is subject to adjustment in certain circumstances including a change
in control, stock dividends, stock splits, reorganization, reclassification or
recapitalization of the Common Stock.
10
<PAGE>
The exercise price of a stock option may not be less than 100% of the fair
market value of the stock on the date the option is granted. Upon exercise of
an option, the full purchase price must be paid in cash. The 1992 Plan
(Amended) provides that options are subject to the transfer restrictions set
forth in Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Unless sooner terminated, the 1992 Plan (Amended) will expire on December 31,
1999 if the amendment is approved by the Stockholders and December 31, 1997 if
the Plan remains in effect, after which time no further options may be granted,
provided that shares may be issued thereafter pursuant to options granted prior
to such date.
Under the 1992 Plan (Amended), Non-Employee Directors will be
automatically granted stock options for 2,500 shares on each January 1 during
the term of the 1992 Plan (Amended). In addition, each Non-Employee Director
elected at or after the 1994 Annual Meeting of Stockholders will automatically
be granted upon initial election an option to purchase 20,000 shares. Each Non-
Employee Director in office during fiscal 1994 will be automatically granted, in
addition to the options he already holds, an option to purchase 10,000 shares in
addition to the option to purchase 10,000 shares automatically granted upon
original Stockholder adoption of the Plan in 1992. Notwithstanding the
foregoing, the aggregate number of shares for which options may be granted to
any Non-Employee Director under the 1992 Plan (Amended) and under the Stock
Option Plan of 1984 shall not exceed 50,000 shares. Non-Employee Directors
will not be eligible to receive any other options under the 1992 Plan
(Amended). Non-Employee Director options will become exercisable at the rate
of 20% per annum commencing on the first anniversary of the date of grant,
subject to acceleration upon death or voluntary resignation or decision not to
stand for re-election.
ADMINISTRATION OF THE PLAN
The provisions of the 1992 Plan (Amended) relating to Non-Employee Director
options are automatic and, to the maximum extent possible, self-effectuating.
The provisions governing employee options are administered by the Compensation
Committee which currently consists of no fewer than three Board members
appointed by the Board. The Compensation Committee may determine and designate
those employees (including officers and employee directors) who are to be
granted stock options under the 1992 Plan (Amended), the number of shares to be
subject to such options and the specific terms and conditions of the options
granted and generally will have broad powers under the 1992 Plan (Amended) to
provide for adjustments and, in certain circumstances, to amend options. The
Compensation Committee also has authority, subject to the express provisions
of the 1992 Plan (Amended), to interpret and construe any provisions thereof.
AMENDMENTS
The 1992 Plan (Amended) provides that the Board may, at any time, suspend,
discontinue, or amend the 1992 Plan (Amended), so long as such action does not
impair rights under any options previously granted thereunder and so long as
Stockholder approval is obtained for any such amendment which materially
increases the maximum number of shares or the benefits accruing to participants
under the 1992 Plan (Amended) or materially modifies the requirements as to
eligibility for participation. Certain amendments permitted under the 1992 Plan
(Amended) without further Stockholder approval may increase the cost of the 1992
Plan (Amended) to the Company or change the allocation of benefits under the
1992 Plan (Amended).
EMPLOYEE OPTIONS
No stock option granted to an employee under the 1992 Plan (Amended) may be
exercised more than ten years after the date it is granted or such shorter
period as the Committee may determine. In the event an employee
11
<PAGE>
ceases to be employed by the Company, the Committee may determine the effect of
termination on the rights and benefits under the options and in so doing may
make distinctions based upon cause of termination.
NON-EMPLOYEE DIRECTOR OPTIONS
No stock option granted to a Non-Employee Director under the 1992 Plan
(Amended) may be exercised more than ten years after the date it is granted. In
the event of a Non-Employee Director's death, options held by such director
shall fully vest and remain exercisable for one year. If a Non-Employee
Director voluntarily resigns or decides not to stand for re-election after five
consecutive years of service on the Board, options held by such director for at
least one year from the date of grant will immediately become and remain fully
exercisable for one year. If a Non-Employee Director's service is terminated
for any reason other than death, voluntary resignation or decision not to
stand for re-election after five consecutive years of service on the Board,
options held by such director will remain exercisable for three months. The
non-exercisable portion of such options will terminate upon a termination of
service of the director.
FEDERAL INCOME TAX CONSEQUENCES
The grant of a stock option under the 1992 Plan (Amended) will not result
in taxable income to the recipient at the time of the grant. When the option
holder exercises the option, however, the option holder will recognize ordinary
income equal to the difference between the option price and the fair market
value of the shares at the time of exercise. The Company is entitled to a
corresponding deduction at the same time and in the same amounts as the income
recognized by the option holder. Upon a subsequent disposition of the shares,
the option holder will receive a short-term or a long-term capital gain or loss,
depending on the length of time the shares are held. The Company will not be
entitled to any further deduction at that time.
If, as a result of certain changes in control of the Company, a recipient's
options become immediately exercisable, the additional economic value, if any,
attributable to the acceleration may be deemed a "parachute payment". The
additional value will be deemed a parachute payment if such value, when combined
with the value of other payments which are deemed to result from the change in
control, equals or exceeds a threshold amount equal to 300% of the recipient's
average annual taxable compensation over the five calendar years preceding the
year in which the change in control occurs. In such case, the excess of the
total parachute payments over such recipient's average annual taxable
compensation will be subject to a 20% nondeductible excise tax in addition to
any income tax payable. The Company will not be entitled to a deduction for
that portion of any parachute payment which is subject to the excise tax.
Effective January 1, 1994, the amount which may be deducted by the Company
with respect to compensation paid to the Chief Executive Officer and four other
most highly compensated executives is limited to $1 million per tax year for
each individual. This limitation will not apply to an award granted under the
1992 Plan (Amended) on or before February 17, 1993, provided that such award
was made pursuant to a written binding contract which has not been materially
modified since that date. In addition, certain awards under the 1992 Plan
(Amended) may be exempt from the $1 million limit because of a
"performance-based" exception.
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OTHER
On September 23, 1994, the closing sale price of the Company's Common Stock
reported on the New York Stock Exchange - Composite Tape was $20.25 per share.
RECOMMENDATION
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote thereon is required for adoption of the 1992 Plan
(Amended). Stockholders should note that because Non-Employee Directors will
receive (subject to re-election and Stockholder approval) additional options
under this proposal, all Non-Employee Directors have a personal interest in
its approval. However, members of the Board believe that the adoption of the
1992 Plan (Amended) is in the best interest of the Company and its
Stockholders. Accordingly, the Board of Directors recommends a vote FOR this
proposal.
INDEPENDENT ACCOUNTANTS
(PROPOSAL 3)
The Board of Directors, on the recommendation of the Audit Committee,
proposes that Coopers & Lybrand, independent auditors of the Company for many
years, be elected as independent auditors of the Company to serve until the
Annual Meeting of Stockholders in 1995. A representative of Coopers & Lybrand
is expected to be present at the Annual Meeting, will be given the opportunity
to make a statement if he so desires, and will be available to respond to
appropriate questions.
Although this appointment is not required to be submitted to a vote of the
Stockholders, the Board believes it is appropriate as a matter of policy to
request that the Stockholders ratify the appointment. If the Stockholders do
not ratify the appointment by the affirmative vote of a majority of the shares
represented either in person or by proxy at the Annual Meeting, the selection of
another independent auditor will be considered by the Board of Directors.
The Board of Directors recommends a vote FOR this proposal.
STOCKHOLDER PROPOSALS FOR 1995
Eligible Stockholders' proposals for the 1995 Annual Meeting of
Stockholders of the Company must be received at the Company's office at 233
Kansas Street, El Segundo, California 90245 no later than June 9, 1995.
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MISCELLANEOUS
Management does not know of any business to be presented other than the
matters set forth in the Notice of Meeting. However, if other matters properly
come before the meeting, it is the intention of the Proxies to vote in
accordance with their best judgment on such matters.
The expense of preparing, assembling, printing and mailing the Proxy and
the material used in the solicitation of Proxies will be borne by the Company.
It is contemplated that Proxies will be solicited principally through the use of
the mails, but the officers and regular employees of the Company may solicit
Proxies personally or by telephone or by special letter. The Company will
reimburse banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding proxy material to their
principals.
A copy of the Annual Report of the Company for the fiscal year ended June
30, 1994, including financial statements for the year then ended, is
transmitted herewith.
By Order of the Board of Directors
Gerald A. Koris
Secretary
October 7, 1994
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EXHIBIT
INTERNATIONAL RECTIFIER CORPORATION
STOCK OPTION PLAN OF 1992 (AMENDED)
1. PURPOSE
The purpose of this Plan is to enable the Company and its Subsidiaries to
attract, retain and motivate their employees, directors and officers by
providing incentives related to equity interests in, and the financial
performance of, the Company.
2. DEFINITIONS
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1954, as amended from time
to time, and the regulations promulgated thereunder.
(c) "Committee" means the Compensation Committee (or any successor) of the
Board which Committee shall consist of not less than three members of the Board.
(d) "Common Stock" means the common stock, $1.00 par value, of the
Company.
(e) "Company" means International Rectifier Corporation, a Delaware
corporation.
(f) "Date of Grant" means the date on which an Option is granted, which,
unless otherwise specified by the Committee, shall be the date on which the
Committee adopts a resolution granting an option, or in the case of Options
granted under Section 6, the applicable dates set forth therein.
(g) "Employee" means any person, including any director of the Company,
who is an officer or employee of the Company or any of its Subsidiaries.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(i) "Fair Market Value" of a share of Common Stock means the closing sale
price reported for any applicable date on the New York Stock Exchange-Composite
Tape or, if there is no sale on such date, for the nearest preceding date upon
which such a sale took place.
(j) "Non-Employee Director" means a member of the Board who is not an
officer or employee of the Company.
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(k) "Option" means an option granted hereunder to purchase a specified
number of shares of Common Stock.
(l) "Optionee" means an Employee or Non-Employee Director who is granted
an Option and such person's Successor.
(m) "Option Price" means the price per share to be paid in cash upon
exercise of an Option for the purchase of shares subject to the Option.
(n) "Option Agreement" means a written agreement between the Company and
the Employee evidencing the grant of an Option and setting forth the terms and
conditions upon which the Option may be exercised, as the same may be amended
from time to time consistent with the terms of this Plan.
(o) "Option Term" means the period during which an Option may be
exercised.
(p) "Plan" means the International Rectifier Stock Option Plan of 1992
(Amended), as set forth herein and as amended from time to time.
(q) "Subsidiary" means any corporation fifty percent (50%) or more of the
outstanding voting stock or voting power of which is owned, directly or
indirectly, by the Company and any partnership or other entity in which the
Company has a fifty percent (50%) or more ownership interest.
(r) "Successor" means the executor or administrator of an Optionee's
estate, or that person or persons to whom is transferred, by will or the laws of
descent and distribution, the right to exercise an Option.
3. ADMINISTRATION
(a) POWERS OF THE COMMITTEE. Subject to the express provisions of this
Plan, the Committee shall be authorized and empowered to do all things necessary
or desirable in connection with the administration of this Plan, including,
without limitation, the following:
(i) Adopt, amend and rescind rules and regulations relating to
this Plan;
(ii) Determine which persons (other than Non-Employee Directors)
qualify as eligible persons under this Plan and to which of such eligible
persons, if any, Options will be granted hereunder;
(iii) Grant such Options to eligible persons and determine the terms
and conditions thereof, including but not limited to the number of shares of
Common Stock issuable pursuant thereto, and the times (not more than ten years
after the Date of Grant) at which and conditions upon which Options become
exercisable or vest or shall expire or terminate;
(iv) Determine whether, and the extent to which, adjustments are
required pursuant to Section 8 hereof and determine the circumstances under and
manner in which, consistent with the provisions of Section 9, any outstanding
Option may be amended; and
(v) Interpret and construe this Plan and the terms and conditions
of any Option granted hereunder, whether before or after the date set forth in
Section 10;
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which authority (except as to clause (ii), with respect to the grant and maximum
term of Options, and clause (iii) above) shall remain in effect so long as any
Option remains outstanding under this Plan.
(b) SPECIFIC COMMITTEE RESPONSIBILITY AND DISCRETION REGARDING OPTIONS.
Subject to the express provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Option granted under this Plan, which terms and conditions may include (subject
to such limitations as the Committee may from time to time, whether before or
after the date of grant, impose) among others, provisions that:
(i) Accelerate the receipt of benefits pursuant to an Option upon
the occurrence of specified events, including, without limitation, a change of
control of the Company, an acquisition of a specified percentage of the voting
power of the Company, the dissolution or liquidation of the Company, a sale of
substantially all of the property and assets of the Company or an event of the
type described in Section 8 hereof, or in other circumstances or upon the
occurrence of other events as deemed appropriate by the Committee;
(ii) Authorize the conversion, succession or substitution of
outstanding Options upon the occurrence of an event of the type described in
Section 8, or in other circumstances or upon the occurrence of other events as
deemed appropriate by the Committee; and/or
(iii) Provide for automatic grants of Options or successive Options.
(c) GOOD FAITH ACTIONS. No member of the Committee shall be personally
liable for any action or determination made in good faith.
(d) RESTRICTION ON NON-EMPLOYEE DIRECTOR OPTIONS. Notwithstanding
subsections 3(a) and 3(b), the provisions of Section 6 relating to Non-Employee
Director Options shall be non-discretionary, automatic and, to the maximum
extent possible, self-effectuating.
4. OPTIONS
(a) OPTION GRANT. The Committee on behalf of the Company may grant from
time to time one or more Options to purchase a specified number of shares of
Common Stock at a specified price to any Employee or Employees who the Committee
determines to have the ability to make a substantial contribution to the growth
and profitability of the Company or any of its Subsidiaries.
(b) OPTION AGREEMENT. The grant of an Option shall be evidenced by a
written Option Agreement executed by the Company and the Optionee, specifying
the number of shares of Common Stock subject to the Option, the Option Price and
the Option Expiration Date and containing such other provisions, not
inconsistent herewith, as may be prescribed by the Committee.
(c) OPTION PRICE. The Option Price of each Option granted to an Employee
shall be as determined by the Committee but in no event shall be less than 100%
of the Fair Market Value of a share of Common Stock on the Date of Grant. The
Option Price must be paid in full in cash upon exercise of the Option.
(d) OPTION EXERCISE. Options may be exercised at such times and in such
manner as shall be prescribed by the Committee in the Option Agreement, except
that no Option shall be exercisable under any circumstances more than ten (10)
years after the Date of Grant.
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(e) EFFECT OF EMPLOYEE TERMINATION. The Committee shall establish in
respect of each Option granted to an Employee the effect of a termination of
employment on the rights and benefits thereunder and in so doing may make
distinctions based upon the cause of termination.
5. NUMBER OF SHARES SUBJECT TO OPTIONS
The maximum number of shares of Common Stock which may be issued under this
Plan and as to which Options may be granted is equal to one and one-half percent
(1-1/2%) of the number of shares of Common Stock outstanding on January 1, 1993,
provided, however, that on January 1, 1994 and on each January 1 thereafter,
such maximum number shall be increased by the number of shares equal to one and
one-half percent (1-1/2%) of the number of shares issued and outstanding on each
such date. Any shares of Common Stock subject to unexercised options, to the
extent such Options remain unexercised at the expiration or termination thereof,
may be subject to the grant of other Options under this Plan. The number of
shares which may be issued under this Plan and as to which Options may be
granted shall be further subject to adjustment in accordance with Section 8
hereof and as may be required in order to satisfy any applicable requirements of
Rule 16b-3 under the Exchange Act, as such rule may be amended from time to time
("Rule 16b-3"). The maximum number of shares of Common Stock subject to Options
granted during any calendar year under this Plan shall not exceed 100,000
shares.
6. NON-EMPLOYEE DIRECTOR OPTIONS
(a) OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS. Subject to approval of the
amendment of this Plan by the Stockholders, there shall be granted each January
1 during the term of this Plan (without any action by the Board or
Compensation Committee) to each Non-Employee Director then in office an
Option to purchase 2,500 shares of Common Stock. In addition, each
Non-Employee Director elected at or after the 1994 Annual Meeting of
Stockholders shall be automatically granted upon initial election an option to
purchase 20,000 shares. Each Non-Employee Director in office on August 9,
1994 shall be automatically granted, in addition to the option to purchase
10,000 shares granted to him upon initial Stockholder approval of the Plan, an
option to purchase 10,000 shares. Notwithstanding the foregoing and subject
to the adjustments provided by Section 6(f) of this Plan and Section 12 of the
Company's Stock Option Plan of 1984 (the "1984 Plan"), the aggregate number of
shares for which options may be granted to any Non-Employee Director under
both this Plan and the 1984 Plan shall not exceed 50,000 shares. Any option
grants under this subsection 6(a) that would otherwise exceed the maximum
number of shares in Section 5 shall be prorated within such limitation.
(b) OPTION PRICE. The Option Price of each Non-Employee Director Option
shall be 100% of the Fair Market Value of a share of Common Stock on the Date of
Grant. The Option Price must be paid in full in cash upon exercise of the
Option.
(c) OPTION PERIOD AND EXERCISABILITY. Each Option granted under this
Section 6 and all rights and obligations thereunder shall expire ten (10) years
after the Date of Grant and shall be subject to earlier termination as provided
below. Each Option granted under this Section 6 shall become exercisable at the
rate of 20% per annum commencing on the first anniversary of the Date of Grant
and each subsequent anniversary through the fifth anniversary.
(d) EFFECT OF TERMINATION OF DIRECTORSHIP. In the event of a Non-Employee
Director's death, an Option granted pursuant to this Section 6 held by such Non-
Employee Director shall immediately become fully vested and remain fully
exercisable for one year after the date of death or until the expiration of the
stated term of such
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Option, whichever first occurs If, after at least five consecutive years of
service on the Board, a Non-Employee Director voluntarily resigns
or decides not to stand for re-election, then an Option granted under this
Section 6 held by such Non-Employee Director for at least one year from the
date of grant shall immediately become and shall remain fully exercisable for
one year after the date of such resignation or decision to stepdown or until
the expiration of the stated term of such Option, whichever occurs first, and
shall thereafter terminate. If a Non-Employee Director's services as a member
of the Board terminate for any reason other than death or, after five
consecutive years of service on the Board, resignation or decision to step
down, any portion of an Option granted pursuant to this Section 6 which is not
then exercisable shall terminate and any portion of such Option which is then
exercisable may be exercised for three months after the date of such
termination or until the expiration of the stated term of the Option,
whichever first occurs. Notwithstanding anything to the contrary in this Plan,
no Options granted under this Section 6 shall be accelerated to a date less
than six months after the Date of Grant of such Option.
(e) ACCELERATION UPON A CHANGE IN CONTROL EVENT. Upon the occurrence of a
Change in Control Event (as defined below), each Option granted under this
Section 6 shall become immediately exercisable in full; provided, however, that
none of the Options granted under this Section 6 shall be accelerated to a date
less than six months after the Date of Grant of such Option.
For purposes of this Section, "Change in Control Event" means:
(i) Approval by the Stockholders of the Company of the
dissolution or liquidation of the Company;
(ii) 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 Subsidiaries, as a result of which less than 50% of the outstanding
voting securities of the surviving or resulting entity immediately after the
reorganization are, or will be, owned by Stockholders of the Company immediately
before such reorganization (assuming for purposes of such determination that
there is no change in the record ownership of the Company's securities from the
record date for such approval until such reorganization and that such record
owners hold no securities of the other parties to such reorganization);
(iii) Approval by the Stockholders of the Company of the sale of
substantially all of the Company's business and/or assets to a person or entity
which is not a Subsidiary;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) (other than a person (or a person that includes another
person) having such ownership at the time of adoption of this Plan) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly of securities of the Company representing more than 50% of the
combined voting power of the Company's then outstanding securities entitled to
then vote generally in the election of directors of the Company; or
(v) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease to
constitute at least a majority thereof, except to the extent that the election,
or the nomination for election by the Company's Stockholders, 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 or were
persons approved by such vote.
(f) ADJUSTMENTS. Options granted under this Section shall be subject to
adjustment as provided in Section 8, but only to the extent that (a) such
adjustment and the Committee's actions in respect thereof or otherwise satisfy
applicable criteria for disinterested administration under Rule 16b-3, (b) such
adjustment in the case of a Change in Control Event is effected pursuant to the
terms of a reorganization agreement approved by stockholders
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<PAGE>
of the Company, and (c) such adjustment is consistent with adjustments to
Options held by persons other than executive officers or directors of the
Company.
(g) LIMITATION ON AMENDMENTS. The provisions of this Section shall not be
amended more than once every six months (other than as may be necessary to
conform to any applicable changes in the Code or the rules thereunder), unless
such amendment would be consistent with the provisions of Rule 16b-3(c)(2)(ii)
(or any successor provision).
7. NO RIGHT TO EMPLOYMENT
Neither the existence of this Plan nor the grant of any Option pursuant to
this Plan shall create in any Optionee the right to continue to be employed by
or to otherwise provide service to the Company or a Subsidiary.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
If (a) the outstanding securities of the class then subject to this Plan
(the "outstanding shares") (1) are increased, decreased, exchanged or converted
as a result of a stock split (including a split in the form of a stock
dividend), reverse stock split, or the like or (2) are exchanged for or
converted into cash, property or a different number or kind of securities (of if
cash, property or securities are distributed in respect of the outstanding
shares), as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, or reclassification, or (b) substantially all
of the property and assets of the Company are sold, then, unless the terms of
such transaction shall provide otherwise, the Committee shall make appropriate
equitable and proportionate adjustments in (w) the fixed number of shares for
which Options under Section 6 will be granted thereafter, (x) the number and
type of shares or other securities or cash or other property that may be
acquired pursuant to Options theretofore granted under this Plan, (y) the
maximum number and type of shares or other securities that may be issued
pursuant to Options thereafter granted under this Plan, and (z) such other
terms as necessarily are affected by such event.
9. AMENDMENT AND TERMINATION
(a) BOARD AUTHORIZATION. Subject to the limitations in subsection 6(g),
the Board may amend or suspend this Plan at any time and in any manner. No
amendment, suspension or termination of this Plan may affect adversely, in any
material respect, without the consent of the Optionee, the rights of an Optionee
with respect to an Option previously granted. Adjustments contemplated by
Section 8 shall not be deemed to constitute adverse changes of such type.
(b) STOCKHOLDER APPROVAL. If any amendment would (i) materially increase
the benefits accruing to Optionees under this Plan, (ii) materially increase the
aggregate number of securities that may be issued under this Plan, or (iii)
materially modify the requirements as to eligibility for participation in this
Plan, then to the extent then required by applicable law, or deemed necessary or
advisable by the Board, such amendment shall be subject to stockholder approval.
10. TERM OF PLAN
No Option may be granted under this Plan after December 31, 1999 or such
earlier date as may be determined by the Board, provided that shares may be
issued thereafter pursuant to Options granted prior to such date in accordance
with the terms of the applicable Option Agreement.
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11. EFFECTIVE DATE
This Plan shall be effective as of January 1, 1994; provided, however, that
no Options may be granted under this Plan until this Plan has been approved by
the affirmative votes of the holders of a majority of the Common Stock of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with applicable law.
12. LEGAL ISSUES
(a) COMPLIANCE AND CHOICE OF LAW; SEVERABILITY. This Plan, the granting
and vesting of Options under this Plan and the issuance and delivery of shares
of Common Stock and/or the payment of money under this Plan or under Options
granted hereunder are subject to compliance with all applicable federal and
state laws, rules and regulations (including but not limited to state and
federal securities law) and to such approvals by any listing regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan shall be subject to such restrictions as the Company may deem
necessary or desirable to assure compliance with all applicable legal
requirements. This Plan, the Options, all documents evidencing Options and all
other related documents shall be governed by, and construed in accordance with
the laws of the state of incorporation of the Company. If any provision shall
be held by a court of competent jurisdiction to be invalid and unenforceable,
the remaining provisions of this Plan (subject to Section 12(b)) shall continue
in effect.
(b) PLAN CONSTRUCTION. (i) RULE 16b-3. It is the intent of the Company
that this Plan and Options granted hereunder satisfy and be interpreted in a
manner that in the case of recipients who are or may be subject to Section 16 of
the Exchange Act ("Section 16 Persons") satisfies the applicable requirements of
Rule 16b-3 so that such persons will be entitled to the benefits of Rule 16b-3
or other exemptive rules under Section 16 of the Exchange Act and will not be
subjected to avoidable liability thereunder. If any provision of this Plan or
of any Option or Option Agreement would otherwise frustrate or conflict with the
intent expressed above, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such conflict, but to the extent
of any remaining irreconcilable conflict with such intent as to such persons in
the circumstances, the Committee may determine that such provision shall be
deemed void. (ii) SECTION 162(m). It is the further intent of the Company that
Options granted under this Plan qualify as performance-based compensation under
Section 162(m) of the Code, and this Plan shall be interpreted consistent with
such intent. Any provision, application or interpretation of this Plan
inconsistent with this intent to satisfy the standards in Section 162(m) of the
Code shall be disregarded.
(c) NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be
deemed to limit the authority of the Board or the Committee to grant awards or
authorize any other compensation, with or without reference to the shares of
Common Stock, under any other plan or authority.
13. TRANSFER RESTRICTIONS
Any Option that constitutes a derivative security (as defined in Rule 16a-1
(c) under the Exchange Act) and that is granted to or held by a person subject
to Section 16 of the Exchange Act shall be subject to the restrictions on
exercisability and on transfer set forth in or pursuant to Rule 16b-3, which
restrictions are incorporated herein by this reference.
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GRAPH DESCRIPTION: a map showing the Los Angeles area freeway system and
directions to the Company's Annual Meeting of Stockholders.
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This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, AND 3.
1. Election of Directors Nominees: Eric Lidow, Donald S. Burns and James D.
Plummer
_____ VOTE FOR the nominees listed above;
_____ VOTE WITHHELD from the nominees;
VOTE WITHHELD from the following nominee ___________________
2. Proposed Amendment to Stock Option Plan of 1992.
_____ FOR _____ AGAINST _____ ABSTAIN
3. To ratify Coopers & Lybrand as independent auditors of the Company to serve
for fiscal year 1995.
_____ FOR _____ AGAINST _____ ABSTAIN
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated_____________________________, 1994
________________________________________
________________________________________
Signature of Stockholder
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS HEREON
Executors, administrators, trustees, etc.
should give full title as such. If signer is
a corporation, please sign full corporate
name by duly authorized officer.
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING NOVEMBER 21, 1994
The undersigned hereby constitutes and appoints Eric Lidow and Gerald A.
Koris, and each of them, his true and lawful agents and proxies with full power
of substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders of International Rectifier Corporation to be held at the HEXFET
America facility of the Company, 41915 Business Park Drive, Temecula,
California, at 10:00 a.m., Pacific Standard Time, on the 21st day of November,
1994, and at any adjournments thereof, on all matters coming before said
meeting.
