EX-99.1 2 diod-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

AMENDMENT #3 TO EMPLOYMENT AGREEMENT

 

This Amendment #3 (“Amendment”), effective as of January 2, 2024 (“Effective Date”) and executed on January 17, 2024, is to the Employment Agreement dated July 21, 2015, as amended on February 22, 2017 and May 31, 2022 (collectively, “Agreement”), by and between Diodes Incorporated, a Delaware corporation (“Company”), with its principal place of business at 4949 Hedgcoxe Road, Suite 200, Plano, TX 75024, and Dr. Keh-­Shew Lu, an individual (“Employee”).

 

WITNESSETH:

 

WHEREAS, as of the Effective Date, Employee no longer serves as President of the Company;

 

WHEREAS, the Company and the Employee desire to modify certain provisions of the Agreement;

 

WHEREAS, this Amendment satisfies the conditions for amending the Agreement provided under Section 4.5 of the Agreement; and

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.
Amendments. As of the Effective Date, the Agreement is amended as follows:

 

a.
In Section 1.1, reference to Employee’s role as President shall be stricken.

 

b.
Section 2.1(i) shall be entirely amended and restated to read as follows:

 

“an annual base salary of $740,000, subject to such periodic changes, if any, as the Board of Directors may determine, less any applicable deduction therefrom for income tax or other applicable withholdings, payable in accordance with the Company’s standard practices and procedures;”

 

2.
Scope. Except as otherwise provided in this Amendment, the provisions of the Agreement shall continue in full force and effect on and after the Effective Date.

 

3.
Defined Terms. Except as otherwise defined in this Amendment, the capitalized terms in this Amendment shall have the same meaning as such terms have in the Agreement.

 

4.
Governing Law. The validity, construction, and interpretation of this Amendment shall be governed in all respects by the procedural and substantive laws of the State of Texas applicable to contracts made and to be performed wholly within that State.

 

 

 

 

 

 

 

 

Page 1 of 2

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be duly executed and delivered.

 

COMPANY

 

EMPLOYEE

 

 

 

/s/ Brett R. Whitmire

 

/s/ Dr. Keh-Shew Lu

Chief Financial Officer

 

Dr. Keh-Shew Lu

Diodes Incorporated

 

 

 

 

 

 

 

 

 

 

Page 2 of 2