ACKNOWLEDGMENT AND WAIVER

EX-10.33 9 dex1033.htm ACKNOWLEDGMENT AND WAIVER Acknowledgment and Waiver

Exhibit 10.33

ACKNOWLEDGMENT AND WAIVER

THIS ACKNOWLEDGMENT AND WAIVER is made as of February 20, 2007, by and between POWER INTEGRATIONS, INC., a Delaware corporation, (the “Company”) and NICHOLAS BRATHWAITE (“Director”).

RECITALS

WHEREAS, the Company has determined that certain of the option agreements previously executed by Director, which correspond to the option grant numbers listed on Exhibit A (the “Noncompliant Option Agreements”), do not correctly reflect the date of grant and exercise price of the options granted to Director pursuant to the 1997 Outside Directors Stock Option Plan (the “Directors Plan”); and

WHEREAS, Director has executed appropriate option agreements reflecting the correct dates of grant and exercise prices prescribed by the Directors Plan as set forth on Exhibit A (the “Appropriate Option Agreements”);

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

1. Director and the Company acknowledge and agree that the Noncompliant Option Agreements contained administrative errors and were not the appropriate option agreements relating to the options that Director was automatically granted under the Directors Plan;

2. Director and the Company further acknowledge and agree that the Appropriate Option Agreements supersede the Noncompliant Option Agreements and constitute the exclusive agreements between the parties with respect to the subject options. Director and the Company hereby waive any rights each may respectively have had in connection with or arising out of the Noncompliant Option Agreements.

3. Director and Company further acknowledge and agree that, with respect to any option exercised in whole or in part by Director pursuant to a Noncompliant Option Agreement, Director shall provide to the Company, with respect to each share of Common Stock acquired upon exercise of such option, the amount by which the correct exercise price of such option exceeds the exercise price paid by Director at the time of the exercise of such option.

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IN WITNESS WHEREOF, the undersigned have executed this ACKNOWLEDGEMENT AND WAIVER as of the day and year first set forth above.

 

COMPANY:   POWER INTEGRATIONS, INC.
  By:  

/s/ Rafael Torres

  Name:   Rafael Torres
  Title:   CFO

DIRECTOR:

   

/s/ Nicholas Brathwaite

    Nicholas Brathwaite


EXHIBIT A

OUTSIDE DIRECTOR OPTIONS

 

Director

   Option
Grant
No.
   Number
of Shares
   Date of Option
Grant Set Forth in
the Noncompliant
Option Agreement
  

Exercise Price ($)

Set Forth in the
Noncompliant
Option
Agreement

   Correct Date
of Option
Grant
   Correct
Exercise
Price ($)

N. Brathwaite

   001194    10,000    Dec. 12, 2000    15.500    Jan. 31, 2001    22.250  

N. Brathwaite

   001801    10,000    Dec. 12, 2001    24.590    Jan. 31, 2002    18.100  

N. Brathwaite

   002166    10,000    Dec. 12, 2002    19.020    Jan. 31, 2003    21.610  

N. Brathwaite

   002503    10,000    Dec. 12, 2003    33.850    Jan. 31, 2004    29.500*

* Closing price on the last trading day prior to the Anniversary Date, as the Anniversary Date was not a trading day.