UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Diodes Incorporated (the "Company") previously announced, on February 14, 2023, that Julie Holland, the Company’s Senior Vice President, Corporate Operations will be retiring from the Company effective March 31, 2023.
On March 17, 2023, the Company and Ms. Holland entered into a transition letter agreement in which, effective April 1, 2023, Ms. Holland will become a part-time employee of the Company through September 30, 2023. The duration of the part-time employment may be extended by mutual agreement between the Company and Ms. Holland. Ms. Holland will be employed to assist the Company's Chief Executive Officer, Chief Financial Officer or Chief Operating Officer as needed pertaining to the Company's operations as needed. As of March 31, 2023, Ms. Holland will no longer be an executive officer of the Company
The foregoing summary does not purport to be a complete summary of the transition letter agreement and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
10.1 |
Letter agreement dated March 17, 2023, by and between the Company and Julie Holland |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
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DIODES INCORPORATED |
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Date: |
March 17, 2023 |
By: |
/s/Brett R. Whitmire |
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Brett R. Whitmire |
Exhibit 10.1
March 17, 2023
Julie Holland
ADDRESS REDACTED
Dear Julie:
This letter confirms that effective as of the close of business on March 31, 2023 (the “Transition Date”), you have voluntarily resigned from the position of Senior Vice President, Corporate Operations with Diodes Incorporated (the “Company”). If requested, you will continue to serve in officer and director positions of Company subsidiaries or affiliated companies which you presently occupy, but agree that you shall voluntarily and promptly resign from any or all of them at any time upon the Company’s request.
The Transition Date will not constitute a “separation from service” within the meaning of Internal Revenue Code (the “Code”) Section 409A given that you will still be serving as a half-time employee of the Company.
You will resign your position as the Senior Vice President, Corporate Operations (“SVP-CO”) effective at the close of business on the Transition Date. As of the close of business on the Transition Date, you will cease to receive the life insurance benefits that you received as SVP-CO.
As of April 1, 2023 you will be employed in a part-time employee position, assisting the Company’s Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer as needed with matters pertaining to the Company’s operations. As of the close of business on the Transition Date, you will cease to be an executive officer of the Company but your period of service as a Company officer will continue to be covered under the Company’s officers and directors errors and omissions liability insurance policy.
Provided you remain in compliance with the terms of this letter agreement, upon the termination of your employment you or your estate will receive the following payments and benefits to which you are not otherwise entitled:
SMRH:489589588.3 |
Page 1 of NUMPAGES 8 |
Separation Agreement & Release |
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As further consideration, upon the termination of your part-time employment with the Company, the Company is willing to transfer to you your company-issued laptop on the condition that the Company be able to backup and wipe the hard drive. The Company is also willing to let you keep the cell phone number associated with your company-issued and employee-funded cell phone.
All payments and benefits under this letter agreement are subject to withholding requirements to satisfy any applicable federal, state or local tax withholding requirements.
The additional terms and conditions set forth on Exhibit A are hereby incorporated by reference into and shall become part of this letter agreement. Within thirty (30) days of the Transition Date you must execute and deliver to the Company (and not revoke) the release of claims agreement in Exhibit A in order to receive the payments and benefits specified in Section 2 (to the extent not previously provided).
Beginning April 1, 2023 you will serve in an at-will part-time employee position through September 30, 2023 in which you will be expected to work fifty percent (50%) of a full-time position on projects to be directed by the Company’s CEO, CFO, or COO. This six-month duration of employment under this letter agreement may be extended by mutual agreement between you and the Company. Any request for an extension of this part-time employee assignment should be received no later than 30 days prior to the end of the then-current assignment.
During your employment with the Company in this part-time position, you will receive the following payments and benefits:
SMRH:489589588.3 |
Page 2 of NUMPAGES 8 |
Separation Agreement & Release |
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The payments and benefits listed above in this Section 4 will cease upon termination of this part-time employee position.
DATED: March 17________, 2023 |
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By: /s/ Julie Holland |
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Julie Holland
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DATED: March 17,_______, 2023 |
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DIODES INCORPORATED |
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By: /s/ Keh-Shew Lu |
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Keh-Shew Lu
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SMRH:489589588.3 |
Page 3 of NUMPAGES 8 |
Separation Agreement & Release |
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EXHIBIT A
This release of claims agreement (“Agreement”) is the release agreement referenced in Section 3 of the March 17, 2023 letter agreement entered into by and between Julie Holland (“you”) and Diodes Incorporated (“Diodes”).
Notwithstanding the foregoing, the parties are not waiving their right to enforce the terms of this Agreement or bring any other claims that cannot be released as a matter of law. Additionally, you are not waiving your rights to indemnification by Diodes or continued coverage under a Diodes directors and officers errors and omissions liability insurance policy.
The parties expressly acknowledge that they are aware of the existence of California Civil Code § 1542 or any similar applicable law in the state of Texas and its meaning and effect. The parties expressly acknowledge that they have read and understand the following provision of that section which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
You expressly waive and release any right to benefits you may have under California Civil Code § 1542 or any similar applicable law in the state of Texas to the fullest extent you may do so lawfully. You further acknowledge you may later discover facts different from, or in addition to, those facts now known to you or believed by you to be true with respect to any or all of the matters covered by this Agreement, and you agree this Agreement nevertheless shall remain in full and complete force and effect.
You agree not to take, either directly or indirectly, any action detrimental to the interests of Diodes, including, but not limited to, negatively commenting on, disparaging or calling into question the business operations or conduct of the Diodes or its affiliated entities, or its past or present directors, executives, officers or agents.
SMRH:489589588.3 |
Page 4 of NUMPAGES 8 |
Separation Agreement & Release |
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SMRH:489589588.3 |
Page 5 of NUMPAGES 8 |
Separation Agreement & Release |
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Nothing in this Agreement shall prevent either party from seeking equitable and/or injunctive relief from any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim relief, as necessary, without breach of this Agreement and without abridgement of the powers of the Arbitrator.
In the event that a claim is submitted to Arbitration, the parties will be required to split the Arbitrator’s fee equally. All fees, costs, and expenses of the arbitration, including attorneys’ fees, shall be borne by the party incurring them. Any postponement or cancellation fee imposed by the arbitration service will be paid by the party requesting the postponement or cancellation, unless the Arbitrator determines otherwise. The Arbitrator must award attorneys’ fees, costs and other expenses of Arbitration to the prevailing party, such that the prevailing party shall be reimbursed for all attorneys’ fees, costs and expenses borne by that party, to the extent permitted by law. At the conclusion of the arbitration, each party agrees to pay promptly any arbitration award imposed against that party.
SMRH:489589588.3 |
Page 6 of NUMPAGES 8 |
Separation Agreement & Release |
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You expressly agree that you will not disclose, discuss, consent to disclosure, or otherwise disseminate said information to anyone with the sole exceptions of your spouse, attorneys, accountants, financial advisors, and tax preparers, and shall instruct those individuals not to disclose the fact of this Agreement or the terms and conditions of this Agreement to anyone, unless specifically required by law, and in that event, only such information as the law permits or requires to be disclosed. Notwithstanding the foregoing, Diodes and you may disclose this Agreement in order to enforce the releases and covenants provided herein or as otherwise required by law.
You acknowledge and agree that any breach of this provision will cause damage to the Releasees in an amount or amounts difficult to ascertain. Accordingly, in addition to any other relief the Releasees may be entitled, they shall also be entitled to seek injunctive relief as may be ordered by any court of competent jurisdiction to prevent violation of this provision.
Notwithstanding anything to the contrary contained herein, no provision of this Agreement or any other Diodes agreement to which you are a party shall be interpreted so as to impede you (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you shall not be required to notify the Company that such reports or disclosures have been made.
You may revoke this Agreement at any time up to seven (7) calendar days following your execution of the Agreement, and this Agreement shall not become effective or enforceable until the revocation period has expired which is at 12:00:01 a.m. on the eighth day following your execution of this Agreement (“Effective Date”). If you decide to revoke this Agreement, such revocation must be in writing to Brett Whitmire, Chief Financial Officer, Diodes Incorporated, 4949 Hedgcoxe Road Suite 200, Plano, Texas 75024, and sent to him by facsimile or email no later than the end of the seventh day after you signed this Agreement.
Without limiting the scope of this Agreement in any way, you also certify that this Agreement constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that you have or may claim to have under the Federal Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”), which is set forth at 29 U.S.C. § § 621, et seq. This Agreement does not govern any rights or claims that may arise under the ADEA after the date this Agreement is signed by you.
SMRH:489589588.3 |
Page 7 of NUMPAGES 8 |
Separation Agreement & Release |
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DATED March 17 , 2023 |
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By: /s/ Julie Holland |
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Julie Holland
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DATED: March 17 , 2023 |
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DIODES INCORPORATED |
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By: /s/ Keh-Shew Lu |
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Keh-Shew Lu
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SMRH:489589588.3 |
Page 8 of NUMPAGES 8 |
Separation Agreement & Release |
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Document And Entity Information |
Mar. 17, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 17, 2023 |
Entity Registrant Name | DIODES INCORPORATED |
Entity Central Index Key | 0000029002 |
Entity Emerging Growth Company | false |
Securities Act File Number | 002-25577 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 95-2039518 |
Entity Address, Address Line One | 4949 Hedgcoxe Road, Suite 200 |
Entity Address, City or Town | Plano |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75024 |
City Area Code | 972 |
Local Phone Number | 987-3900 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, Par Value $0.66 2/3 |
Trading Symbol | DIOD |
Security Exchange Name | NASDAQ |
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