Exhibit 10.3



                             AMENDMENT 2006A TO THE
                               DIODES INCORPORATED
                       2001 OMNIBUS EQUITY INCENTIVE PLAN


                  Diodes Incorporated (the "Company") hereby amends the
above-named plan (the "Plan") by amending Section 15(b) thereof to read as
follows:

(i)   The maximum aggregate total number of shares of Common Stock for which
      Awards in respect thereof may be granted, the number and kind of Shares
      covered by each outstanding Award, the maximum number of shares of Common
      Stock that may be sold or awarded to any Participant, and the price per
      share (but not the total price) subject to each outstanding Award shall be
      proportionally adjusted to prevent dilution or enlargement of rights under
      the Plan for any change in the outstanding Common Stock subject to the
      Plan, or subject to any Award, resulting from any stock splits,
      combination or exchange of shares of Common Stock, consolidation, spin-off
      or recapitalization of shares of Common Stock or any capital adjustment or
      transaction similar to the foregoing or any distribution to holders of
      Common Stock other than regular cash dividends.

(ii)  The Committee shall make such adjustment in such manner as it may deem
      equitable and appropriate, subject to compliance with applicable laws. Any
      determination, substitution or adjustment made by the Committee under this
      Section shall be conclusive and binding on all persons. Except as
      expressly provided herein, neither the Company's issuance of shares of
      stock of any class or securities convertible into shares of stock of any
      class, nor the conversion of any convertible securities of the Company,
      shall be treated as a transaction requiring any substitution or adjustment
      under this Section.

                                    * * * * *

            The Company has caused this Amendment 2006A to the 2001 Omnibus
Equity Incentive Plan to be signed on the date indicated below, to be effective
as indicated above.


                                                          DIODES INCORPORATED


Dated:  September 22, 2006                                By:  Carl Wertz

                                                          /s/ Carl Wertz

                                                          Its: Secretary