POWER-ONE, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this Agreement) is made and entered into by and between Power-One, Inc., a Delaware corporation (hereinafter referred to as the Company) and                              (hereinafter referred to as the Executive).

RECITALS

A.            The Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive.

B.            The Executive is a key executive of the Company.

C.            Should the possibility of a Change in Control of the Company arise, the Board believes it is imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company should be able to receive and rely upon the Executives advice, if requested, as to the best interests of the Company and its stockholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control.

D.            Should the possibility of a Change in Control arise, in addition to his regular duties, the Executive may be called upon to assist in the assessment of such possible Change in Control, advise management and the Board as to whether such Change in Control would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be appropriate.

E.             This Agreement provides the benefits the Executive will be entitled to receive upon certain terminations of employment in connection with Change in Control from and after the Effective Date and supersedes and negates any and all previous agreements with respect to such benefits, including, without limitation, any previous Change in Control Severance Agreement by and between the Executive and the Company (the Prior Change in Control Agreement).

NOW THEREFORE, to help assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company in the face of these circumstances and for other good and valuable consideration, the Company and the Executive agree as follows:

Article 1.               Term

This Agreement shall be effective as of                           (the Effective Date).  This Agreement will continue in effect through the first anniversary of the Effective Date.  However, at the end of such one (1) year period and, if extended, at the end of each additional year thereafter, the term of this Agreement shall be extended automatically for

1

one (1) additional year, unless the Committee delivers written notice at least three (3) months prior to the end of such term (or extended term, as the case may be) to the Executive that this Agreement will not be extended, and if such notice is timely given this Agreement will terminate at the end of the term then in progress.

Notwithstanding the foregoing, in the event a Change in Control occurs during the original or any extended term of this Agreement, this Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the month in which such Change in Control occurred; or (ii) until all obligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive.  For purposes of clarity, subject to Section 4.1, benefits shall be payable to the Executive under this Agreement only with respect to a single Change in Control of the Company.  Accordingly, no Change in Control after the first Change in Control shall be considered for purposes of this Agreement.

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