International Rectifier Corp /de/ 8-k (events Or Changes Between Quarterly Reports) 2009-02-20

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 17, 2009

INTERNATIONAL RECTIFIER CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation)

001-7935 (Commission File Number)

95-1528961 (IRS Employer Identification No.)

233 Kansas Street, El Segundo, California 90245 (Address of Principal Executive Offices) (Zip Code) (310) 726-8000 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 5 — Corporate Governance and Management Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5.02(b) Departure of Officer International Rectifier Corporation (the “Company”) and Donald R. Dancer, the Company’s Executive Vice President and Chief Administrative Officer, are parties to a Compensation Agreement, dated October 29, 2007 (“Dancer Compensation Agreement”), a Severance Agreement, dated October 29, 2007 (“Dancer Separation Agreement”), a letter agreement, dated March 6, 2008 (“March 6, 2008 Agreement”), and two supplemental amendment letters, dated December 29, 2008 (“Supplemental Amendments”). Copies of the Dancer Compensation Agreement and the Dancer Separation Agreement were filed as Exhibits 10.5 and 10.1, respectively, to the Company’s Current Report on Form 8-K filed on November 2, 2007 and incorporated herein by reference. A copy of the March 6, 2008 Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2008 and incorporated herein by reference. Copies of the Supplemental Amendments were filed as Exhibits 10.11 and 10.12 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2009 and incorporated herein by reference. The Dancer Compensation Agreement, the Dancer Separation Agreement, the March 6, 2008 Agreement and the Supplemental Amendments are collectively referred to as the “Prior Agreements.” The Company and Mr. Dancer entered into a letter agreement dated February 17, 2009 (“February 17, 2009 Agreement”), that amends and supersedes the Prior Agreements. The February 17, 2009 Agreement provides that, effective March 2, 2009, Mr. Dancer shall become a parttime employee with the Company at a fixed annual base salary of $225,000, with the title of ‘Senior Advisor’, and shall no longer serve in the capacity of the Company’s Executive Vice President and Chief Administrative Officer. As a part time employee, Mr. Dancer will not be entitled to bonus compensation or the grant of additional equity awards, but shall be entitled to all other benefits generally available to similarly situated part-time employees of the Company including, without limitation, (i) the continuation of health benefits on the same terms as available to employees of the Company, and (ii) the continued vesting of any outstanding stock options during his employment. Mr. Dancer’s employment shall be on an at-will basis and may be terminated by either party at any time for any reason or no reason, with or without cause, on 30 days’ notice. The February 17, 2009 Agreement additionally provides that: (i) As described in paragraph 3 of the March 6, 2008 Agreement, if Mr. Dancer is employed with the Company on March 1, 2009, he will receive a one-time cash retention payment of $400,000 payable within ten (10) business days after March 1, 2009. If Mr. Dancer’s employment is terminated by the Company without “cause” before the retention payment becomes payable, he will receive a cash lump sum payment equal to the retention payment, within ten (10) business days after his employment termination date. (ii) If Mr. Dancer’s employment is terminated for any reason other than by the Company with “cause”, Mr. Dancer shall receive the following benefits as described more fully in paragraph 4 of the March 6, 2008 Agreement: (a) a cash amount equal to the sum of one times his annual base salary in effect on December 31, 2008 and his “target bonus” then in effect; (b) the “employee benefits” described in Section 2(c) of the Separation Agreement, provided, however that his “employee benefits continuation period” shall be 18 months from the date of his separation from service; and (c) Mr. Dancer will have one year following his employment termination date to exercise any stock options that are outstanding as of his employment termination date; provided, however, his vested stock options shall be subject to all other terms and conditions of the plan and other documents under which the options were originally granted, including, without limitation, early termination upon the first to occur of (x) the maximum year term of such options upon grant or (y) a change of control of the Company, in each case on the terms provided for under the applicable option plan and option agreement. (iii) Mr. Dancer will receive the following additional benefits under the same conditions of paragraph (ii), above: (a) job outplacement services not to exceed $50,000 in the aggregate on certain terms and conditions, and (b) the vesting of any then outstanding stock options upon his employment termination date. For purposes of this paragraph, the terms “target bonus”, “cause”, “employee benefits” and “employee benefits continuation period” have the meanings set forth in the Dancer Separation Agreement. Mr. Dancer will only be entitled to receive the benefits described upon the execution and delivery of a release in a form similar to that set forth in the Dancer Separation Agreement. The February 17, 2

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2009 Agreement provides for the timing of certain benefits to allow for consistency with Section 409A of the Internal Revenue Code (the “Code”), and provides a gross-up for excise taxes under Sections 280G and 409A of the Code on certain terms and conditions consistent with similar benefits provided to Mr. Dancer under the Dancer Separation Agreement. The February 17, 2009 Agreement provides that, except as expressly set forth therein, any and all rights to benefits under the Compensation Agreement, the Separation Agreement and the Letter Agreement are waived as a result of the change in Mr. Dancer’s employment status, and the Prior Agreements are terminated as of March 2, 2009, except to the extent of provisions incorporated by reference therein. The foregoing description of the February 17, 2009 Agreement is not complete and is qualified in its entirety by reference to the actual February 17, 2009 Agreement, a copy of which is filed as Exhibit 10.1 hereto. 5.02(e) Compensatory Arrangements of Officer The matters described in Item 5.02(b) above regarding the compensatory arrangements of Mr. Dancer are incorporated herein. 3

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Item 9.01. Financial Statements and Exhibits. Exh ibit Nu m be r

10.1

De scription

Letter Agreement dated February 17, 2009, between International Rectifier Corporation and Donald R. Dancer 4

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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 20, 2009

INTERNATIONAL RECTIFIER CORPORATION By: /s/ Lawrence A. Michlovich Name: Lawrence A. Michlovich Title: Vice President and Assistant Secretary 5

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EXHIBIT INDEX Exh ibit Nu m be r

De scription

10.1

Letter Agreement dated February 17, 2009, between International Rectifier Corporation and Donald R. Dancer 6 Exhibit 10.1

February 17, 2009 Donald R. Dancer Re:

Employment Agreement Amendment

Dear Don: Reference is made to that certain Compensation Agreement between you and International Rectifier Corporation (the “Company”), dated as of October 29, 2007 (the “Compensation Agreement”), that certain Severance Agreement between you and the Company dated as of October 29, 2007 (the “Separation Agreement”), and that certain letter agreement between you and the Company dated as of March 6, 2008, as modified by amendment dated December 29, 2008 (the “Letter Agreement,” with the Compensation Agreement and the Separation Agreement collectively referred to herein as the “Prior Agreements”). The purpose of this agreement is to modify the terms of your employment with the Company and to terminate the Separation Agreement effective as of March 2, 2009, as follows: (1) Change in Title/Position. Effective March 2, 2009 (the “Effective Date”), you will no longer serve the Company in the capacity of Executive Vice President or Chief Administrative Officer, or in any other full-time employment capacity. From and after the Effective Date, your employment shall be on a part-time (namely, half-time) basis at a fixed annual base salary of $225,000, with a title of ‘Senior Advisor,’ reporting to the Company’s General Counsel. You will not be entitled to bonus compensation or the grant of additional equity awards, but shall be employed on a half-time basis of no less than twenty hours per week and otherwise be entitled to all other benefits generally available to parttime employees of the Company working between twenty and twenty-nine hours per week (which shall include, without limitation, (i) the continuation of health benefits on the same terms as available to employees of the Company and (ii) the continued vesting of any outstanding stock options subject to the terms of applicable plan documents and agreements while you remain so employed). Your employment shall be on an at-will basis and may be terminated by either party at any time for any reason or no reason, with or without cause on 30 days’ notice. (2) Retention Payments. As described in paragraph 3 of your Letter Agreement, if you are employed with the Company on March 1, 2009, you will receive a one-time cash retention payment of $400,000 payable within ten (10) business days after March 1, 2009. Notwithstanding the foregoing, as described in the Letter Agreement, if your employment is terminated by the Company without Cause (as defined in the Separation Agreement) before the retention payment become payable, you will receive a cash lump sum payment equal to the unpaid portion (payable within ten (10) business days after the date of your termination of employment). (3) Special Severance Payment. If your employment by the Company is terminated for any reason other than by the Company with Cause, you will receive the following payment and benefits as described more fully in paragraph 4 of your Letter Agreement,: (i) a cash amount equal to the sum of one times your annual base salary as in effect on December 31, 2008 and your Target Bonus in effect then (namely, 0.75 times such annual base salary); (ii) the Employee Benefits described in Section 2(c) of the Separation Agreement (namely at the same expense to Employee as before his date of termination subject to immediate cessation (other than as to any pre-existing condition not covered by the new benefits coverage) if Employee is offered employee benefits coverage in connection with new employment), provided, however that your Employee Benefits Continuation Period shall be 18 months from the date of your “separation from service” (as defined below); and (iii) with respect to any stock options that are vested as of the date of your employment termination, you will have one year following your employment termination date to exercise such vested options; provided, however, your vested stock options shall be subject to all other terms and conditions of the plan and other documents under which the options were originally granted, including, without limitation, early termination upon the first to occur of (x) the maximum year term of such options upon grant or (y) a change of control of the Company, in each case on the terms provided for under the applicable option plan and option agreement. In addition, the Company will provide you with the following benefits under the conditions of this Section 3:

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(i) job outplacement services for you (at Company expense and not to exceed $50,000 in the aggregate) until the earlier of (a) six months after your employment termination date or (b) the date when you accept an offer of new employment. The Company shall select the outplacement service provider and provide any compensation benefit hereunder directly with and to the service provider; and (ii) upon your employment termination date, all of your then outstanding stock options shall become fully vested. For purposes of this paragraph, the terms Target Bonus, Cause, Qualifying Termination, Employee Benefits and Employee Benefit Continuation Period have the meaning set forth in the Separation Agreement. Notwithstanding anything to the contrary, as set forth in the amendment dated December 29, 2008 to your Letter Agreement, you will only be entitled to receive the benefits described in this Section 3 if you execute and deliver (and do not revoke) a release agreement in the form set forth in paragraph 2(p) of your Severance Agreement promptly but not later than fifty (50) days following your termination. Except to the extent the specified employee provisions in Section 5 of your Letter Agreement apply, any special severance payment shall be made on the sixtieth (60th) day following your separation from service. (4) Section 409A/Taxes. If you become entitled to a payment under paragraph 3, above, upon your termination of employment, the payment will be made to you on the sixtieth (60th) business day following your “separation from service” with the Company (within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder). However, if you are a “specified employee” of the Company for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (including the Treasury Regulations and other published guidance related thereto) (“Section 409A”), the amount otherwise payable to you pursuant to this paragraph in connection with your separation from service shall not be paid until the date that is six months and one day after the date you have a separation from service with the Company (or, if earlier, the date of your death), and shall be paid (without interest) on or within ten (10) business days after that date, to the extent such six-month delay is required to avoid the imputation of any tax, penalty, or interest under Section 409A. Section 2(f) and 2(g) of the Separation Agreement are incorporated herein by reference and such provisions shall be applicable to the payments and benefits provided for under this Agreement. (5) Governing Law; Arbitration. The terms of Section 7 of the Separation Agreement are incorporated herein by reference and shall apply to this Agreement. (6) Prior Agreements. Except as expressly set forth herein, you expressly waive any and all rights you may have otherwise had to benefits under the Compensation Agreement, the Separation Agreement and the Letter Agreement, as a result of the change in your employment status as set forth herein and the Prior Agreements are hereby terminated as of the Effective Date except to the extent of provisions incorporated by reference herein, and you expressly acknowledge and agree that the benefits and promises set forth herein constitute adequate consideration for your agreement to waive any such rights thereunder. If this letter agreement accurately sets forth our agreement with respect to the foregoing matters, please indicate your acceptance by signing this letter below and returning it to me. A duplicate copy of this letter agreement is included for your records. International Rectifier Corporation By: Accepted and Agreed:

Donald R. Dancer Date: