As filed with the Securities and Exchange Commission on February 25, 1998
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INTERNATIONAL RECTIFIER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________
DELAWARE 95-1528961
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 KANSAS STREET
EL SEGUNDO, CALIFORNIA 90245
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (310) 322-3331
_______________
INTERNATIONAL RECTIFIER CORPORATION
1997 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
L. Michael Russell
Vice President and General Counsel
233 Kansas Street, El Segundo, California 90401
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed Proposed
Class of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered<2> <1><2> Share<3> Price<3> Fee
<S> <C> <C> <C> <C>
Common Stock, 850,000 $13.44 $11,424,000.00 $3,461.81
$1.00 par shares<1>,<2>
value<2>
__________________
<FN>
<F1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by this Registration Statement and, pursuant
to Rule 416, an additional indeterminate number of shares
which by reason of certain events specified in the Plan may
become subject to the Plan.
<F2> Each share is accompanied by a share purchase right pursuant
to the Registrant's Rights Agreement, dated August 14, 1996,
as amended, with Chase Mellon Shareholder Services, as
Rights Agent.
<F3> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low prices
of the Common Stock reported in the consolidated reporting
system as of February 18, 1998.
</TABLE>
The Exhibit Index included in this Registration Statement is at page 9.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933 (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange
Commission either a part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
These documents, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents of International Rectifier
Corporation (the "Company") filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's
fiscal year ended June 30, 1997.
(b) Periodic Reports on Form 10-Q for the fiscal
periods ended September 30, 1997 and December 31, 1997.
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A filed with
the Commission on June 17, 1985 (which incorporates by reference
the description of the Company's Common Stock contained in its
Registration Statement on Form S-3 filed with the Commission on
June 14, 1985) and the description of the Company's share
purchase rights contained in its Registration Statement on Form
8-A filed with the Commission on August 21, 1996, and any
amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Company or
by the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is, or is deemed to be, incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
The Company's Common Stock, par value $1.00 per share,
(the "Common Stock") is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
Item 5. Interests of Named Experts and Counsel
L. Michael Russell, who is delivering the Opinion of
Counsel to the Company, serves as Vice President and Secretary of
the Company is an employee of the Company and holds options
to purchase 30,000 shares of Common Stock under a similar
benefit plan.
Item 6. Indemnification of Directors and Officers
As permitted by Section 145 of the General Corporation
Law of Delaware, the Company's Bylaws provide for indemnification
of directors, employees and agents of the company against
expenses (including attorneys' fees) and other amounts paid in
settlement actually and reasonable incurred by them in connection
with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company), in which any such person was or is a party or is
threatened to be made a party, if such person acted in good faith
and in a manner such person reasonably believed to be in or not
opposed to the best interest of the Company and, with respect to
any criminal action or proceeding, if such person had no
reasonable cause to believe his conduct was unlawful. In the case
of an action or suit by or in the right of the Company, such a
person may not be indemnified in respect of any claim, issue or
matter as to which he has been adjudged liable for negligence or
misconduct in the performance of his duty to the Company, unless
and only to the extent the court in which such action or suit was
brought or the Court of Chancery determines that such person is
fairly and reasonably entitled to indemnity for such expenses as
such court may deem proper. In each case, indemnification shall
be made only upon specific authorization of a majority of
disinterested directors, by written opinion of independent legal
counsel or by the shareholders, unless the director, officer,
employee or agent has been successful on the merits or otherwise
in defense of any action or suit, in which case he shall be
indemnified without such authorization. The Company's Bylaws
require the Company to pay the expenses incurred by a director or
officer in defending or investigating a threatened or pending
action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt by the Company of an
undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that he is not
entitled to indemnification and permit the Company to advance
such expenses to other employees and agents of the Company upon
such terms and conditions as are specified by the Company's Board
of Directors. The advancement of expenses, as well as
indemnification, pursuant to the Company's Bylaws is not
exclusive of any other rights which those seeking indemnification
or advancement of expenses from the Company may have.
The Company's Certificate of Incorporation eliminates
personal liability of directors to the Company or its
shareholders for monetary damages for breach of fiduciary duty as
director, except for: (i) any breach of the duty of loyalty to
the Company or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing
violations of law; (iii) liability under Section 174 of the
Delaware General Corporation Law relating to certain unlawful
dividends and stock repurchases; or (iv) any transaction from
which the director derived an improper personal benefit.
The Company's Bylaws permit the Company to purchase and
maintain insurance on behalf of any director, officer, employee
or agent of the Company against liability asserted against him or
her in any such capacity, whether or not the Company would have
the power to indemnify him against such liability under the
provisions of the Bylaws. However, the Company maintains
liability insurance providing coverage only with respect to
claims made against officers and directors as to which they are
entitled to be indemnified by the Company.
The Company has a policy of directors and officers
liability insurance which insures directors and officers against
the cost of defense, settlement or payment of a judgment under
certain circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on
behalf of the undersigned, thereunto duly authorized, in the City
of El Segundo, State of California, on this 24th day of November,
1997.
INTERNATIONAL RECTIFIER CORPORATION
By: /s/___Derek B. Lidow________
Derek B. Lidow, Chief Executive
Officer
Each person whose signature appears below constitutes
and appoints Alexander Lidow, Derek B. Lidow and Michael P. McGee
and each of them, his or her true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and as of the date indicated
above.
Signature Title
/s/ Eric Lidow Chairman of the Board
Eric Lidow
/s/ Alexander Lidow Chief Executive Officer
and Director
Alexander Lidow
/s/ Derek B. Lidow Chief Executive Officer
Derek B. Lidow and Director
/s/ R. J. Mueller Executive Vice President-
External Affairs and
Robert J. Mueller Business Development
and Director
/s/ M. McGee Vice President,
Chief Financial Officer
Michael P. McGee (also Principal
Accounting Officer)
/s/ L. Michael Russell Vice President,
Secretary and
L. Michael Russell General Counsel
/s/ Donald S. Burns Director
Donald S. Burns
/s/ George Krsek Director
George Krsek
/s/ M. Matsuda Director
Minoru Matsuda
/s/ James D. Plummer Director
James D. Plummer
/s/ Jack O. Vance Director
Jack O. Vance
/s/ Rochus Vogt Director
Rochus E. Vogt
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 1997 Employee Stock Incentive Plan
4.2 Form of Nonqualified Stock Option Agreement
5.0 Opinion of Counsel to the Company, L. Michael Russell
(including consent)
23.1 Form of Consent of Coopers & Lybrand LLP
23.2 Form of Consent of Counsel (included with Exhibit 5)
24.0 Power of Attorney (included in this Registration
Statement under Signatures)
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
1997 EMPLOYEE STOCK INCENTIVE PLAN
1. Purpose of Plan
The purpose of this 1997 Employee Stock Incentive Plan (the
"Plan") of International Rectifier Corporation, a Delaware
corporation (the "Company") is to enable the Company and its
subsidiaries to attract, motivate and retain their employees and
certain other individuals by providing incentives related to
equity interests in and the financial performance of the Company.
2. "Eligible Persons" Under the Plan
Any employee, consultant or advisor of the Company or any of
its subsidiaries, other than a director or an executive officer
of the Company, shall be eligible to be considered for the grant
of an Award (as defined in Section 5 below) or Awards under this
Plan.
3. Stock Subject to Plan
(a) (i) Aggregate Share Limit; Individual Limits. Subject to
adjustments contemplated hereby, the maximum number of shares of
Company Common Stock, $1 par value per share ("Common Shares"),
that may be issued, is 850,000 shares (the "Share Limit").
Common Shares that are issued pursuant to Awards and subsequently
reacquired by the Company pursuant to the terms and conditions of
Awards ("Reacquired Common Shares") shall be available for
reissue within the Share Limit. Notwithstanding anything
contained herein to the contrary, the aggregate number of Common
Shares subject to options and stock appreciation rights granted
during any calendar year to any individual shall be limited to
100,000 and the maximum individual limit on the number of shares
in the aggregate subject to all Awards under this Plan granted
during any calendar year shall be 200,000.
(ii) Restricted Stock awards granted under this Plan shall
not exceed five percent (5%) of the Share Limit.
(b) Share Reservation. No award may be granted under this Plan
unless, on the date of grant, the sum of (i) the maximum number
of Common Shares issuable at any time pursuant to such award,
plus (ii) the number of Common Shares that have previously been
issued pursuant to Awards granted under this Plan, other than
Reacquired Common Shares available for reissue consistent with
Section 3(a)(i) above or 3(c) below, plus (iii) the maximum
number of Common Shares that may be issued at any time after such
date of grant pursuant to Awards that are outstanding on such
date, does not exceed the Share Limit.
(c) Reissue of Awards and Shares. Awards payable in cash or
payable in cash or Common Shares that are forfeited or for any
reason are not paid under this Plan, and Common Shares subject to
Awards that expire or for any reason are terminated and are not
issued, as well as Reacquired Common Shares, shall be available
for subsequent Awards under the Plan. If an Award is or may be
settled only in cash such Award need not be counted against any
of the Share Limits under this Section 3.
4. Administration of Plan
(a) The Administrator. This Plan shall be interpreted and
administered by the Board of Directors of the Company (the
"Board") or by a committee (the "Committee") consisting of one or
more directors. The Board or Committee, as the case may be, is
referred to hereinafter as the Administrator.
(b) Powers of the Administrator. Subject to the express
provisions of this Plan, the Administrator 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, regulations
and procedures relating to this Plan and its administration or
the Awards granted under this Plan;
(ii) determine which persons meet the
requirements of Section 2 hereof for eligibility under this Plan
and to which of such persons, if any, Awards will be granted
under this Plan;
(iii) grant Awards to persons determined
to be Eligible Persons and determine the terms and conditions of
such Awards, including but not limited to the number of Common
Shares issuable pursuant thereto, the times (not more than 10
years after the initial Award) at which and conditions upon which
Awards become exercisable or vest or shall expire or terminate,
the fair market value of the Common Shares or Awards from time to
time and/or the manner in which it will be determined, and
(subject to applicable law) the consideration, if any, to be paid
upon receipt, exercise or vesting of Awards; provided, that the
fair market value of each non-qualified stock option granted
shall not be less than the closing sale price of the Company's
Common Shares reported for any applicable date on the New York
Stock Exchange-Composite Tape or, if there is no sale on such
date, for the preceding date upon which such a sale took place;
(iv) determine whether, and the extent to which,
adjustments are required pursuant to Section 8 hereof;
(v) interpret and construe this Plan and the
terms and conditions of any Award granted hereunder, whether
before or after the date set forth in Section 9; and
(vi) determine the circumstances under which,
consistent with the provisions of Sections 9, 10 and 12, any
outstanding Award may be amended;
which authority (except as to clause (ii) above) shall remain in
effect so long as any Award remains outstanding under this Plan.
(c) Specific Administrator Responsibility and Discretion
Regarding Awards. Subject to the express provisions of this
Plan, the Administrator, in its sole and absolute discretion,
shall determine all of the terms and conditions of each Award
granted under this Plan, which terms and conditions may include,
subject to such limitations as the Administrator may from time to
time impose, among other things, provisions that:
(i) permit the recipient of such Award,
including but not limited to any recipient who is a director or
officer of the Company, to pay the purchase price of the Common
Shares or other property issuable pursuant to such Award, (or any
applicable tax withholding obligation upon such issuance or in
respect of such Award or Shares), in whole or in part, by any one
or more of the following:
(A) the delivery of previously
owned shares of capital stock of the Company (including shares
acquired as or pursuant to Awards) or other property; and/or
(B) a reduction in the amount of
Common Shares or other property otherwise issuable pursuant to
the Award;
(ii) accelerate the receipt of benefits pursuant
to the Award 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 (including
events of a personal nature) as deemed appropriate by the
Administrator;
(iii) provide for automatic grants or
Awards or successive Awards.
(iv) extend the exercisability, term or vesting
schedule of any or all outstanding Awards, change the price of
any or all outstanding Awards or otherwise change previously
imposed terms and conditions, in the specified events described
in clause (ii) above or in other circumstances or upon the
occurrence of other events (including events of a personal
nature) as deemed appropriate by the Administrator, in each case
subject to Section 10; and/or
(v) authorize the conversion, succession or
substitution of outstanding Awards 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 Administrator.
(d) Binding Determinations. Any action taken by, or inaction
of, the Company, the Board or the Administrator relating or
pursuant to this Plan shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all
persons. No member of the Board or of any Committee nor any
officer of the Company shall be liable for any such action or
inaction of the entity or body, of another person or, except in
circumstances involving bad faith, of himself or herself.
(e) Reliance on Experts. In making any determination or in
taking or not taking any action under this Plan, the Board and
the Administrator may obtain and may rely upon the advice of
experts, including professional advisors to the Company. No
director, officer or agent of the Company shall be liable for any
such action or determination taken or made or omitted in good
faith.
(f) Delegation. The Administrator may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Company.
5. Awards
(a) Types of Awards. The Administrator, on behalf of the
Company, is authorized under this Plan to enter into any type of
arrangement with an Eligible Person that is not inconsistent with
the provisions of this Plan and that by its terms, involves or
might involve the issuance of (i) Common Shares, (ii) an option,
warrant, convertible security, stock appreciation right
(including limited stock appreciation right) or similar right
with an exercise or conversion privilege at a fixed or variable
price related to the Common Shares or other equity securities of
the Company and/or the passage of time, the occurrence of one or
more events, or the satisfaction of performance criteria or other
conditions, or (iii) any similar security with a value derived
from the value of the Common Shares or other equity securities of
the Company. The authorization of any such arrangement (including
any benefits described in Section 5(d)) is referred to herein as
the "grant" of an "Award." The Administrator may authorize any
officer (other than the particular recipient) to execute any or
all agreements memorializing any grant of an Award by the
Administrator under this Plan. All Awards shall be evidenced by a
writing memorializing the Award and containing all the terms and
conditions of the Award, executed on behalf of the Company and by
the recipient of the Award.
(b) Form of Awards. Awards are not restricted to any specified
form or structure and may include, without limitation, sales or
bonuses of stock, restricted stock, stock options, reload stock
options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance
shares, and an Award may consist of one such security or benefit,
or two or more of them in any combination or alternative.
(c) Price; Consideration. Except as provided in the concluding
proviso to Section 4(b)(iii), Common Shares may be issued
pursuant to an Award for any lawful consideration as determined
by the Administrator, including, without limitation, services
rendered by the recipient of such Award, but shall not be issued
for less than the minimum lawful consideration.
(d) Cash Awards. The Administrator shall have the express
authority to create, add or include a cash payment or benefit
under this Plan, whether in lieu of, in addition to, or as an
Award or as a component of another type of Award.
(e) Transfer Restrictions. Unless the Administrator otherwise
expressly provides, an Award shall be exercisable only by the
recipient and shall be nontransferable, except in the event of
the death or incapacity of the recipient. In the case of the
recipient's death, the Award may be exercised by or transferred
to the person or persons designated or entitled by laws of
descent and distribution to succeed to rights of the decedent,
and, in the case of the recipient's incapacity, by the legal
representative of the recipient. The designation of a beneficiary
to receive benefits or exercise rights in the case of a
recipient's death consistent with applicable law and the terms
hereof shall not constitute a transfer.
(f) Tax Withholding. Upon any exercise, vesting, or payment of
any Award, the Company shall have the right at its option to (i)
require the recipient (or his or her heirs, personal
representatives or beneficiaries, as the case may be) to pay or
provide for payment of the amounts of any taxes which the Company
or any subsidiary may be required to withhold with respect to
such transaction or (ii) deduct from any amount payable in case
the amount of any taxes which the Company or any subsidiary may
be required to withhold with respect to such cash amount. In any
case where a tax is required to be withheld in connection with
the delivery of Common Shares under this Plan, the Administrator
may grant (either at the time of the Award or thereafter) to the
participant the right to elect, pursuant to such rules and
subject to such conditions as the Administrator may establish, to
have the Company reduce the numbers of shares to be delivered by
(or otherwise reacquire) the appropriate number of shares valued
at their then fair market value, to satisfy such withholding
obligation.
6. [This Section is Intentionally Omitted]
7. No Right to Employment
Neither the existence of this Plan nor the grant of any
Award under this Plan shall create any right to continue to be
employed by or to otherwise provide service to the Company or a
subsidiary, affect a participant's status as an employee at will
who is subject to termination without cause, interfere in any way
with the right of the Company or of any subsidiary at any time to
terminate such employment, or affect the Company's right to
increase or decrease the participant's other compensation.
8. Adjustments; Acceleration and Settlement of Awards
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 (or 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) all or substantially all of the property and assets
of the Company are sold; or
(c) the holders of the outstanding shares receive an
extraordinary dividend (other than a regular cash dividend or a
stock dividend of an amount not greater than 10% of the
previously outstanding shares) or other extraordinary
distribution in cash, property or securities;
then, unless the terms of such transaction shall otherwise
provide, the Administrator shall make equitable, appropriate and
proportionate adjustments in:
(x) the number and type of shares or other securities
or cash or other property that may be acquired pursuant to
nonqualified stock options and other Awards previously granted
under this Plan; and
(y) the maximum number and type of shares or other
securities that may be issued pursuant to nonqualified stock
options and other Awards thereafter granted under this Plan, and
(z) such other terms of Awards (including the exercise
price of any options) as necessarily are affected by such event
or adjustment.
9. Term of Plan
No Award shall be granted under this Plan after December 31,
2002. Although Common Shares and/or cash may be issued after that
date pursuant to Awards granted prior to such date, no Common
Shares or cash shall be otherwise issued under this Plan after
such date. Notwithstanding the foregoing, any Award granted prior
to such date may be amended after such date in any manner that
would have been permitted prior to such date, except that no such
amendment shall increase the number of shares subject to,
comprising or referenced in such Award, or extend the final
expiration date of the Award, or reduce (below the fair market
value of the date of the amendment) the exercise price of an
Award.
10. Amendment and Termination of Plan and Awards
The Board may amend or terminate this Plan at any time and
in any manner, subject only to any stockholder approval that may
be required under applicable law. No amendment or termination of
the Plan or change in or affecting any outstanding Award shall
deprive, in any material respect, the recipient, without the
consent of such recipient, of any of his or her rights or
benefits under or with respect to the Award. Adjustments
contemplated by Section 8 shall not be deemed to constitute a
change requiring such consent.
11. Effective Date of Plan
This Plan shall be effective as of the date it is approved
by the Board.
12. Legal Issues
(a) Compliance and Choice of Law; Severability. This Plan, the
granting, vesting and exercise of Awards under this Plan and the
issuance and delivery of shares of Common Shares and/or the
payment of money under this Plan or under Awards 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 federal margin
requirements) 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 Awards, all documents evidencing Awards 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 shall continue in effect.
(b) Non-Exclusivity of Plan. Nothing in this Plan shall limit
or be deemed to limit the authority of the Board or the
Administrator to grant awards or authorize any other
compensation, with or without reference to the Common Shares,
under any other plan or authority.
INTERNATIONAL RECTIFIER CORPORATION
EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is between INTERNATIONAL
RECTIFIER CORPORATION, a Delaware corporation (the "Company"),
and (the "Optionee"). Pursuant to the
International Rectifier Corporation Stock Incentive Plan
identified below (the "Plan"),* the Company grants a
nonqualified stock option to purchase authorized but unissued or
treasury shares of Common Stock, $1 par value, of the Company on
the Terms and Conditions attached and in the Plan:
PLAN*: ______________________
GRANT DATE: __________
NUMBER OF SHARES: __________1
EXERCISE PRICE PER SHARE: $_________1
VESTING SCHEDULE: 20% PER YEAR ON EACH OF
THE FIRST FIVE
ANNIVERSARIES DATES OF
GRANT DATE2
EXPIRATION DATE: __________2
_______________________________
1Subject to adjustment under Section 8 of the Plan and Sections 6 and 7
of the Terms and Conditions.
2Subject to early termination if the Optionee ceases to be employed by
the Company or a subsidiary or in certain other circumstances. See the Terms
and Conditions and the Plan for exceptions and additional details regarding
early termination of the Option.
INTERNATIONAL RECTIFIER CORPORATION OPTIONEE
(a Delaware Corporation)
By: _______________________________ _________________________
(Signature)
Its: ____________________________
_________________________
Address
_________________________
(City, State, Zip Code)
_______________________________
*Note: This form may be used with the Amended and Restated Stock
Incentive Plan of 1992 ("1992 Plan") or the 1997 Employee Stock Incentive Plan
("1997 Plan").
<PAGE>
TERMS AND CONDITIONS
1. Exercisability of Option. The Option shall
vest and become exercisable in installments of 20% of the
aggregate number of shares set forth on the facing page (subject
to adjustment). Subject to earlier termination of the Option as
provided in this Agreement or the Plan, the first installment
shall vest on the 1st anniversary of the Grant Date, and
thereafter, installments of 20% of the shares shall vest on each
of the 2nd, 3rd, 4th and 5th anniversaries of the Grant Date.
The Option may be exercised only to the extent the Option is
exercisable.
- Cumulative Exercisability. To the extent the
Optionee does not in any year purchase all the
shares that the Optionee may then exercise, the
Optionee has the right cumulatively thereafter
to purchase any shares not so purchased until
the Option terminates or expires.
- No Fractional Shares. Fractional share
interests shall be disregarded, but may be
cumulated.
- Minimum Exercise. 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. To the extent
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 and amounts
required to satisfy applicable withholding taxes. Other payment
methods may be permitted only if expressly authorized by the
Administrator with respect to this option or all options under
the Plan.
3. Continuance of Employment Required. The
vesting schedule requires continued service through each
applicable vesting date as a condition to the vesting of the
applicable installment and rights and benefits under this
Agreement. Partial service, even if substantial, during any
vesting period will not entitle the Optionee to any proportionate
vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of employment or service as
provided in Section 4 below or under the Plan.
4. Effect of Termination of Employment or Death;
Change in Subsidiary Status. If the Optionee's employment by
either the Company or any subsidiary terminates, the Option and
all other rights and benefits under this Agreement terminate
except that the Optionee may at any time within the following
periods after termination exercise the Option to the extent the
Option was exercisable at the date of termination of employment
and has not otherwise expired.
- - permanent and total disability --- one year
- - voluntary retirement with the consent of the Company or a
subsidiary --- 30 days
- - termination by the Company or a subsidiary other than
pursuant to a Dismissal for Cause --- 30 days
- - voluntary resignation (other than pursuant to a Dismissal
for Cause (as defined below) or in anticipation of a
Dismissal for Cause (as determined by the Committee)) ---
30 days
- - death of Optionee --- one year
5. Change in Subsidiary's Status; Leaves of
Absence. If the Optionee is employed by an entity that ceases to
be a subsidiary, this event is deemed for purposes of this
Agreement to be a termination of the Optionee's employment by the
Company other than a Dismissal for Cause. Absence from work
caused by military service, authorized sick leave or other leave
approved in writing by the Committee shall not be considered a
termination of employment by the Company for purposes of Section
4.
6. 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 13 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 such circumstances, the Company may but is not
required to make provision for the unexercisable portion of the
Option.
7. Possible Acceleration and Termination of Awards
Upon Change in Control. Without limiting the generality of
Section 6 or the authority of the Administrator under the Plan,
upon the occurrence of (or, as the circumstances may require,
immediately prior to) a Change in Control, the Option will become
immediately exercisable, unless prior to the Change in Control
the Administrator determines that benefits under this or all
Options will not accelerate upon occurrence of the Change in
Control or determines that only certain or limited benefits under
any or all Options will be accelerated and the extent to which
they will be accelerated, and/or establishes a different time in
respect of such Event for such acceleration. The Administrator
may accord the Optionee a right to refuse any acceleration
pursuant to this Agreement, in such circumstances as the
Administrator may approve.
If any Option has been fully accelerated as
contemplated by this Section, but is not exercised prior to an
Event (as defined in Section 13) involving a Change of Control
approved by the Board, the Administrator acting prior to the
Event may provide that the Option terminates, subject to any
provision by the Administrator, 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.
8. 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.
9. 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.
10. No Employment Commitment by Company. Nothing
contained in this Agreement or the Plan constitutes an employment
commitment by the Company, affects Optionee's status as an
employee at will who is subject to termination without cause,
confers upon Optionee any right to remain employed by the Company
or any subsidiary, interferes in any way with the right of the
Company or any subsidiary at any time to terminate such
employment, or affects the right of the Company or any subsidiary
to increase or decrease Optionee's other compensation.
11. 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.
12. 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.
13. Defined Terms. Capitalized terms used herein
and not otherwise defined herein shall have the meaning assigned
to such terms in the Plan.
"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.
"Dismissal for Cause" means the Company or a
subsidiary has terminated Optionee's employment because of any of
the following:
- any act that has resulted in the Optionee's
personal gain at the expense of the Company or
any of its subsidiaries;
- Optionee's refusal to perform assigned duties;
- Optionee's incompetence, insubordination, gross
negligence, willful misconduct, breach of
fiduciary duty, or conviction of a crime (other
than minor traffic violations or similar
offenses);
- Optionee's violation of any policy or rule of
the Company; or
- Other conduct that results in a substantial
detriment to the business or reputation of the
Company or any of its subsidiaries.
Each case shall be determined by the Committee in its sole
discretion, whether before or after the date of termination of
employment.
"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.
14. 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.
February 17, 1998
International Rectifier
233 Kansas Street
El Segundo, CA 90245
Ladies and Gentlemen:
At your request, I have examined the Registration
Statement prepared to be filed by International Rectifier
Corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 850,000
shares of the Common Stock of the Company, $1 par value (the
"Common Stock") to be issued and sold in accordance with the
Company's 1997 Employee Stock Incentive Plan ("Plan").
I have examined the Plan to be used in connection with
the sale of Common Stock under the Plan, form of agreement and
proceedings to be taken by the Company in connection with the
adoption of the Plan and the grant of options thereunder.
Based on the foregoing examinations, I am of the
opinion that:
(i) the Plan has been duly and validly adopted by the
Company; and
(ii) the shares of Common Stock, when issued and sold
in accordance with the Plan, will constitute legally and validly
issued, fully paid, and non-assessable shares of the Company.
I consent to the filing of this opinion as an exhibit
to the aforesaid Registration Statement.
Respectfully submitted,
/s/ L. Michael Russell
L. Michael Russell
Vice President, General Counsel and
Secretary
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8, International Rectifier Corporation 1997
Employee Stock Incentive Plan, of our report dated July 17, 1997
on our audits of the consolidated financial statements and the
consolidated financial statement schedules of International
Rectifier Corporation as of June 30, 1997 and 1996 and for the
years ended June 30, 1997, 1996 and 1995 appearing in the
Company's 1997 Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
February 17, 1998
