Amendment To Executive Officer Benefits Agreement - Derek Bell

EXHIBIT 10.9

POWER INTEGRATIONS, INC.

AMENDED AND RESTATED EXECUTIVE OFFICER BENEFITS AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE OFFICER BENEFITS AGREEMENT (the " Agreement" ) is made and entered into as of August 8, 2007 (the " Effective Date" ), by and between POWER INTEGRATIONS, INC., a Delaware corporation, (the " Company" ) and DEREK BELL (" Executive" ).

RECITALS

A. Executive is an executive officer of the Company and possesses valuable knowledge of the Company, its business and operations, and the markets in which the Company competes. B. The Company draws upon the knowledge, experience and advice of Executive in order to manage its business for the benefit of the Company' s stockholders.

C. The Board of Directors desires to supplement Executive' s employment arrangements so as to provide additional compensation and benefits to the Executive to encourage Executive to continue to devote his attention and dedication to the Company and to create additional incentives to continue his employment with the Company. D. The Company and Executive previously entered into an Executive Officer Benefits Agreement by and between the Company and Executive, dated April 26, 2002 (the " Prior Agreement" ).

E. The Company and Executive have agreed to certain amendments to the Prior Agreement, and wish to incorporate such amendments in this Agreement, which will amend and restate the Prior Agreement in its entirety

AGREEMENT

THEREFORE, in consideration of the mutual agreements, covenants and considerations contained herein, the undersigned hereby agree and acknowledge as follows:

1. The Prior Agreement is hereby amended and restated in its entirety by this Agreement (including the terms set forth on Exhibit A hereto).

2. This Agreement may only be modified or amended by a supplemental written agreement signed by Executive and the Company.


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IN WITNESS WHEREOF, the undersigned have executed this AMENDED AND RESTATED EXECUTIVE OFFICER BENEFITS AGREEMENT, intending to be legally bound as of the Effective Date. COMPANY: POWER INTEGRATIONS, INC. By: /s/ Balu Balakrishnan Name: Balu Balakrishnan Title: CEO Date: 8-15-07

EXECUTIVE: /s/ Derek Bell DEREK BELL Date: August 15th, 2007 Address for Notice: on file


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EXHIBIT A

TERMS OF EXECUTIVE OFFICER BENEFITS AGREEMENT

Effective : Aug 8 th , 2007 1. Definitions. As used in this Agreement, unless the context requires a different meaning, the following terms shall have the meanings set forth herein:

(a) " Cause" means: (i) A material act of theft, dishonesty, fraud, intentional falsification of any employment or Company records or the commission of any criminal act which impairs Executive' s ability to perform his/her duties under this Agreement;

(ii) A material improper disclosure of the Company' s confidential, business or proprietary information by Executive;

(iii) Any action by Executive intentionally causing or expected to cause material harm to the reputation and standing of the Company, or gross negligence or willful misconduct in the performance of Executive' s assigned duties (but not mere unsatisfactory performance); or

(iv) The Executive' s conviction (including any plea of guilty or nolo contendere) for a felony causing material harm to the reputation and standing of the Company, as determined by the Company in good faith.

(b) " Change of Control" means:

(i) Any " person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" )), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company becomes the " beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company' s then-outstanding securities;

(ii) The Company is party to a merger or consolidation which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) There occurs a change in the Board of Directors of the Company within a two-year period, as a result of which fewer than a majority of the Directors are Incumbent Directors. For purposes of this Agreement, an " Incumbent Director" is any director who is either:

(A) A director of the Company as of January 1, 2007; or


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(B) A director who is elected or nominated for election to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

(iv) The sale or disposition of 50% or more of the Company' s assets (or consummation of any transaction having similar effect); or

(v) The dissolution or liquidation of the Company.

(c) " Company" shall mean Power Integrations, Inc., and following a Change of Control, any successor or assign to its business and/or assets that agrees or otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (d) " Competition" shall mean rendering services for any organization or engaging in any business directly competitive with the Company or materially contrary or harmful to the interests of the Company, including, but not limited to (i) accepting employment with, or serving as a consultant, advisor or in any other capacity to, the division or other portion of the business of any employer which competes directly with the Company; (ii) materially acting against the interest of the Company or (iii) personally recruiting, directly or indirectly, any person who is then an employee of the Company.

(e) " Good Reason" means the occurrence of any of the following conditions, without Executive' s written consent, which condition(s) remain(s) in effect 20 days after written notice to the Board from Executive of such condition(s), if such notice is given within one year of the occurrence of such condition(s): (i) A material decrease or planned decrease in Executive' s annual salary, targeted annual incentive bonus or employee benefits following a Change of Control;

(ii) A demotion, a material reduction in Executive' s position, responsibilities or duties or a material, adverse change in Executive' s substantive functional responsibilities or duties, provided, however, that in the event of a Change of Control, Executive will not be deemed demoted nor his position, responsibilities or duties materially reduced or his substantive functional responsibilities or duties materially adversely changed if Executive is responsible for substantially the same function that Executive had in the Company and such function and the responsibilities and duties thereof are similar to those of like situated employees of the acquirer employed in other subsidiaries, divisions, or units.

(iii) The relocation of Executive' s work place for the Company to a location more than fifty (50) miles from the current location of Executive' s work place or a material adverse change in the working conditions or established working hours which persist for a period of six continuous months; or


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(iv) Any material breach of this Agreement by the Company. (f) " New Executive" means an Executive who has served as an executive of the Company for fewer than five years. Executive' s service to the Company as an executive will be deemed to begin upon the date of commencement of employment as an executive officer or upon the date of promotion to an executive officer position. A New Executive will be first eligible for the benefits under this Agreement upon the completion of one year of continuous service as an executive officer of the Company, unless the Board of Directors or Compensation Committee determines otherwise. (g) " Permanent Disability" means that: (i) The Executive has been incapacitated by bodily injury or disease so as to be prevented thereby from engaging in the performance of the Executive' s duties;

(ii) Such total incapacity shall have continued for a period of six consecutive months; and

(iii) Such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive' s life.

(h) " Senior Executive" means an Executive who has served continuously as an executive of the Company for at least five years. Executive' s service to the Company as an executive will be deemed to begin upon the date of commencement of employment as an executive officer or upon the date of promotion to an executive officer position.

(i) " Termination of Employment" means:

(i) Any termination of employment of the Executive by the Company without Cause; and (ii) Any resignation by the Executive for Good Reason. (j) " Termination of Employment" shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of Permanent Disability of the Executive; (c) as a result of the death of the Executive; (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason; or (e) a Termination Upon Change of Control.

(k) " Termination Upon Change of Control" means:

(i) Any termination of the employment of the Executive by the Company without Cause on or within eighteen (18) months after (i) the occurrence of a Change of Control; or (ii) the date that the person serving as of the Effective Date as Chief Executive Officer of the company ceases to serve in such office.

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(ii) Any resignation by the Executive for Good Reason within eighteen (18) months after (i) the occurrence of a Change of Control or (ii) the date that the person serving as of the Effective Date as Chief Executive Officer of the Company ceases to serve in such office. (l) " Termination Upon Change of Control" shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

2. Position and Duties. Executive shall continue to be an at-will employee of the Company employed in his/her current position at his/her then current salary rate. Executive shall also be entitled to continue to participate in and to receive benefits on the same basis as other executive or senior staff members under any of the Company' s employee benefit plans as in effect from time to time. In addition, Executive shall be entitled to the benefits afforded to other employees similarly situated under the Company' s vacation, holiday and business expense reimbursement policies. Executive agrees to devote the business time, energy and skill necessary to execute his/her duties at the Company. These duties shall include, but not be limited to, any duties consistent with his/her position which may be assigned to Executive from time to time.

3. Acceleration of Vesting of Stock Options Upon a Change of Control . In the event of a Change of Control, and provided that Executive' s employment with the Company has not terminated prior to such date, all stock options granted by the Company to the Executive prior to the Change of Control shall have their vesting accelerated, such that 25% of the then unvested shares will be deemed vested and exercisable as of the consummation of the Change of Control. Notwithstanding the foregoing, if the Change of Control does not require the assumption or substitution by the acquiring e ...