POWER-ONE, INC. STOCK UNIT AWARD AGREEMENT

6.     Restrictions on Transfer.   Neither the Stock Unit Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.  The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.

7.     Timing and Manner of Payment of Stock Units.   Any Stock Units subject to this Award that vest per Section 3 above (including any vesting that occurs pursuant to the Employment Agreement or CIC Agreement) shall be paid on or as soon as administratively practical following, and in any event within 60 days following, each applicable vesting date, unless such Stock Units terminate prior to the given vesting date pursuant to Section 8 and in any event subject to Section 9.  If, prior to any applicable vesting date, the Corporation’s stockholders approve an amendment to the limitations on individual awards contained in Section 4.2 of the Plan such that the Corporation may issue shares of Common Stock in respect of the Stock Units (the “Plan Amendment”), vested Stock Units shall be paid by the Corporation’s delivery to the Employee of a number of shares of Common Stock equal to the number of Stock Units subject to this Award that vest on the applicable vesting date.  If the Corporation’s stockholders do not approve the Plan Amendment prior to the applicable vesting date, vested Stock Units shall be paid in cash having a value equal to the fair market value (as defined in the Plan and such value determined as of the applicable vesting date) of the number of shares of Common Stock underlying the Stock Units subject to this Award that vest on the applicable vesting date. The Employee shall have no further rights with respect to any Stock Units that are so paid or that are terminated pursuant to Section 8.

8.     Effect of Termination of Employment.   Except as provided in Sections 7.2 or 7.3 of the Plan (which provisions shall equally apply to the Employee’s Award, whether or not the Stock Units are settled under the Plan) or in the Employment Agreement or the CIC Agreement, the Employee’s Stock Units shall terminate to the extent such units have not become vested prior to the date the Employee is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Employee’s employment by the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily.  If the Employee is employed by a Subsidiary and that entity ceases to be a Subsidiary, such event shall be deemed to be a termination of employment of the Employee for purposes of this Award Agreement, unless the Employee otherwise continues to be employed by the Corporation or another of its Subsidiaries following such event.  If any Stock Units are terminated hereunder, such unvested terminated Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Employee, or the Employee’s Beneficiary or Personal Representative, as the case may be.

9.     Adjustments Upon Specified Events.   Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (which provisions shall equally apply to the Employee’s Award, whether or not the Stock Units are settled under the Plan), the Committee shall make adjustments if appropriate in the number of Stock Units and the number and kind of securities that may be issued in respect of the Stock Unit Award.  The

Committee may accelerate payment and vesting of the Stock Units in such circumstances as it, in its sole discretion, may determine.

10.   Tax Withholding.   Upon any payment of dividend equivalents and/or the distribution of cash or shares of Common Stock in respect of the Stock Units, the Corporation (or the Subsidiary last employing the Employee) shall have the right at its option to (a) require the Employee to pay or provide for payment in cash of the amount of any taxes that the Corporation or the Subsidiary may be required to withhold with respect to such payment and/or distribution, or (b) deduct from any amount payable to the Employee the amount of any taxes which the Corporation or the Subsidiary may be required to withhold with respect to such payment and/or distribution.  In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Award Agreement, the Committee may, in its sole discretion, direct the Corporation or the Subsidiary to reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued at their then fair market value (as defined in the Plan) to satisfy such withholding obligation.

11.   Notices.   Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Employee at the Employee’s last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other.  Any such notice shall be given only when received, but if the Employee is no longer an employee of the Company, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

12.   Plan.   Whether or not the Stock Units are settled under the Plan, the Employee agrees to be bound by all of the terms and conditions of the provisions of the Plan, incorporated herein by reference.  In the event of a conflict or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall govern.  The Employee agrees to be bound by the terms of the Plan and this Agreement.  The Employee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement.  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 rights in the Employee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee so conferred by appropriate action of the Committee under the Plan after the date hereof.  Notwithstanding the foregoing or any other provision of this Agreement, Section 7.7 of the Plan shall not be applicable to this Award.

13.   Entire Agreement.   This Agreement, the Plan, the Employment Agreement and the CIC Agreement together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof.  The Plan and this Award Agreement may be amended only in the manner provided for pursuant to Section 8.6 of the Plan.  Such amendment must be in writing and signed by the Corporation.  The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Employee hereunder, but no such

waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14.   Limitation on Employee’s Rights.   This Agreement and any participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  Neither this Agreement or the Plan nor any underlying program, in and of itself, has any assets.  The Employee shall have only the rights of a general unsecured creditor of the Corporation (or applicable Subsidiary) with respect to amounts credited and benefits payable in cash, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock (or equivalent value) as a general unsecured creditor with respect to Stock Units, as and when payable thereunder.

15.   Counterparts.   This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.   Section Headings.   The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17.   Governing Law.   This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF,   the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set his or her hand as of the date and year first above written.

CONSENT OF SPOUSE

In consideration of the Corporation’s execution of this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of the terms and provisions hereof and of the Plan.