Item
1.01. Entry
into a Material Definitive Agreement.
Effective
as of July 3, 2006, Diodes Incorporated (the “Company”) appointed Richard White
as Senior Vice President-Finance. Mr. White will be employed as an “at will”
employee and will be entitled to (i) an annual base salary (subject to increase
from time to time in the discretion of the Company’s Board of Directors) of
$150,000, (ii) participation in any executive bonus plan of the Company with
a
guaranteed minimum annual bonus of $100,000 for 2006 and $200,000 for each
of
2007 and 2008, (iii) a non-qualified stock option to purchase 10,000 shares
of
Common Stock at $41.64 per share (the closing sale price on the date of grant),
which options shall be granted on July 3, 2006, shall have a term of 10 years
and shall become exercisable in four equal annual installments beginning
July 3,
2007, (iv) a restricted stock unit granted on July 3, 2006 for 3,000 shares
of
Common Stock which shall become exercisable in four equal annual installments
beginning July 3, 2007, (v) an automobile allowance per the Company’s automobile
allowance policy, (vi) reimbursement of all reasonable and documented business
expenses and (vii) participation in all plans provided to employees in
general.
In
addition, Mr. White has entered into an indemnification agreement with the
Company that may require the Company to indemnify him against liabilities
that
may arise by reason of his status or service. The foregoing summary of the
indemnification agreement is qualified in its entirety by reference to the
form
of indemnification agreement incorporated by reference as an exhibit to this
Report.
Item
7.01. Regulation
FD Disclosure.
On
July
10, 2006, the Company issued a press release announcing the appointment of
Richard White as Senior Vice President - Finance. A copy of the press release
is
attached as Exhibit
99.1
to this
Report.
The
information in this Item 7.01, including Exhibit
99.1,
will
not be treated as filed for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section. This information will not be incorporated by
reference into a filing under the Securities Act of 1933, or into another
filing
under the Exchange Act, unless that filing expressly refers to specific
information in this Report. The furnishing of the information in this Item
7.01
is not intended to, and does not, constitute a representation that such
furnishing is required by Regulation FD or that the information in this Item
7.01 is material information that is not otherwise publicly
available.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
Exhibit
Number
|
Description
|
10.1*
|
Form
of Indemnification Agreement between the Company and its directors
and
executive officers (incorporated by reference to Exhibit 10.5 to
that
certain Current Report on Form 8-K filed by the Company on September
2,
2005).
|
99.1
|
Press
release dated July 10, 2006 appointing Mr. White as Sr. Vice President,
Finance.
|
__________________
*
Management contract or compensatory plan or arrangement.
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.
|
DIODES
INCORPORATED
|
Date: July
11, 2006
|
By /s/
Carl C. Wertz
Carl
C. Wertz,
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
10.1*
|
Form
of Indemnification Agreement between the Company and its directors
and
executive officers (incorporated by reference to Exhibit 10.5 to
that
certain Current Report on Form 8-K filed by the Company on September
2,
2005).
|
99.1
|
Press
release dated July 10, 2006 appointing Mr. White as Sr. Vice President,
Finance.
|
__________________
*
Management contract or compensatory plan or arrangement.