UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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DIODES INCORPORATED

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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DIODES INCORPORATED

Notice of Annual Meeting of Stockholders

To Be Held May 24, 2010

          Notice is hereby given that the annual meeting (the “Meeting”) of the stockholders of Diodes Incorporated (the “Company”) will be held at the Doubletree Guest Suites Times Square, located at 1568 Broadway, New York, New York 10036, on Monday, May 24, 2010 at 10:30 a.m. (Eastern time) for the following purposes:

	1.		Election of Directors. To elect seven persons to the Board of Directors of the Company, each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified. The Board of Directors’ nominees are: C.H. Chen, Michael R. Giordano, L.P. Hsu, Keh-Shew Lu, Raymond Soong, John M. Stich and Michael K.C. Tsai.
	2.		Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2010.
	3.		Other Business. To transact such other business as properly may come before the Meeting or any adjournment or postponement thereof.

          Only persons who were stockholders of record at the close of business on March 31, 2010 are entitled to notice of and to vote, in person or by proxy, at the Meeting or any adjournment or postponement thereof.

          The proxy statement, which accompanies this Notice, contains additional information regarding the proposals to be considered at the Meeting, and stockholders are encouraged to read it in its entirety.

          We have elected to provide access to our proxy materials by notifying you of the availability of our proxy statement and our fiscal 2009 Annual Report to Stockholders over the Internet at www.proxyvote.com. Stockholders may also obtain a printed copy of the proxy materials free of charge by following the instructions provided in the Notice of Internet Availability of Proxy Materials that will be mailed to stockholders on or about April 13, 2010 or in the enclosed proxy statement.

          As set forth in the enclosed proxy statement, proxies are being solicited by and on behalf of the Board of Directors of the Company. All proposals set forth above are proposals of the Board of Directors.

          Whether or not you plan to attend the Meeting, YOUR VOTE IS IMPORTANT. Please follow the instructions enclosed to ensure that your shares are voted. If you attend the Meeting, you may revoke your proxy and vote your shares in person. You may revoke your proxy at any time prior to its exercise at the Meeting.

               Dated at Dallas, Texas, this 13th day of April, 2010.

By Order of the Board of Directors,

DIODES INCORPORATED

Richard D. White,
Secretary

TABLE OF CONTENTS

		Page
General Information			1
Matters to be Considered at the Meeting			1
Voting Recommendations of the Board			1
Important Changes to Voting Shares Held in “Street Name”			1
Internet Access to Proxy Materials			1
How to Vote			2
How to Change or Revoke Your Vote			3
Voting Rights			3
Cost of Proxy Solicitation			4
Other Business			4
Security Ownership of Certain Beneficial Owners and Management			5
Proposal One — Election of Directors			8
Corporate Governance			12
Committees of the Board			12
Meetings of the Board and Committees			13
Board Leadership Structure			14
Nominating Procedures and Criteria and Board Diversity			14
Communications with Directors			15
Executive Officers of the Company			16
Compensation of Directors			18
Compensation Committee Interlocks and Insider Participation			19
Report of the Audit Committee			19
Code of Ethics			20
Certain Relationships and Related Transactions			20
Compliance with Section 16(a) of the Securities Exchange Act of 1934			21
Compensation Discussion and Analysis			22
Introduction			22
Compensation Objectives and Philosophy			22
Fiscal 2009 Company Performance Summary			23
How the Company’s Compensation Program Operates			23
Elements of Named Executive Officer Compensation			25
How and Why Executive Compensation Decisions Were Made			27
Tax and Accounting Implications			33
Conclusion			33
Report of the Compensation Committee			34
Executive Compensation			35
Summary Compensation Table			35
Grants of Plan-Based Awards			37
Narrative to Summary Compensation Table and Plan-Based Awards Table			38
Outstanding Equity Awards at Fiscal Year-End			42
Option Exercises and Stock Vested			43
Equity Compensation Plan Information			44
Non-qualified Deferred Compensation			44
Potential Payments Upon Termination or Change in Control			45
Proposal Two — Ratification of the Appointment of Independent Registered Public Accounting Firm			51
Proposals of Stockholders and Stockholder Nominations for 2011 Annual Meeting			53
Annual Report and Form 10-K			53
Meeting Map and Driving Directions	Back Cover

Diodes Incorporated
15660 Dallas Parkway, Suite 850
Dallas, Texas 75248
(972) 385-2810

Proxy Statement

Annual Meeting: May 24, 2010

GENERAL INFORMATION

          This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Diodes Incorporated (the “Company”) for use at the annual meeting (the “Meeting”) of the stockholders of the Company to be held on Monday, May 24, 2010, at the Doubletree Guest Suites Times Square, located at 1568 Broadway, New York, New York 10036, at 10:30 a.m. (Eastern time), and at any adjournment or postponement thereof. Only stockholders at the close of business on March 31, 2010 (the “Record Date”) are entitled to notice of and to vote, in person or by proxy, at the Meeting or any adjournment or postponement thereof.

Matters to be Considered at the Meeting:

			The matters to be considered and voted upon at the Meeting will be:
	1.		Election of Directors. To elect seven persons to the Board, each to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified. The Board’s nominees are: C.H. Chen, Michael R. Giordano, L.P. Hsu, Keh-Shew Lu, Raymond Soong, John M. Stich and Michael K.C. Tsai.
	2.		Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2010.
	3.		Other Business. To transact such other business as properly may come before the Meeting or any adjournment or postponement thereof.

Voting Recommendations of the Board

          Our Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” the ratification of the appointment of Moss Adams LLP.

Important Changes to Voting Shares Held in “Street Name”

          Since our last annual meeting of stockholders, there have been important changes in how your shares held in street name by a brokerage firm may be voted in the election of directors. Previously, if you were the beneficial owner of shares held in street name by a brokerage firm, bank, broker-dealer, or other similar organization, and you failed to instruct the organization as to how to vote such shares, the organization could, in its discretion, vote such shares in the election of directors. As of January 1, 2010, brokerage firms who are members of the New York Stock Exchange will no longer be allowed to vote your shares held in street name in the election of directors, if you fail to instruct the organization how to vote such shares. Therefore, it is very important that you provide instructions on how to vote any shares beneficially owned by you in street name.

Internet Access to Proxy Materials

          Under rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet at www.proxyvote.com. Stockholders will not receive printed copies of the proxy materials unless they request them.

          On or about April 13, 2010, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to our stockholders of record and beneficial owners.

          The Notice provides you with instructions regarding how to:

	•		View our proxy materials for the Meeting on the Internet;
	•		Request a printed copy of the proxy materials; and
	•		Instruct us to send future proxy materials to you by mail or electronically by email on an ongoing basis.

          Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

          The proxy materials include:

	•		Notice of Annual Meeting of Stockholders;
	•		This Proxy Statement; and
	•		The 2009 Annual Report to Stockholders, which includes our audited consolidated financial statements.

          If you request printed copies of the proxy materials by mail, these materials will also include a proxy card.

How to Vote

          Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company.

          If you are a stockholder of record, you may attend the Meeting and vote in person. You will be provided with a ballot at the Meeting.

          If you do not wish to attend the Meeting and vote in person, you may vote by proxy. There are three ways to vote by proxy. You may vote by telephone by calling (800) 690-6903 and following the instructions provided. You may vote over the Internet at www.proxyvote.com by following the instructions provided. If you request and receive a printed copy of the proxy materials by mail, you can vote by mail by signing and dating the enclosed proxy card and either mailing it in the postage-paid envelope provided to the address stated on the proxy card or transmitting it by facsimile to the Inspector of Elections at 972-385-2315.

          Telephone and Internet voting facilities for stockholders will be available 24 hours a day and will close at 11:59 p.m. (Eastern time) on May 23, 2010. If a proxy is properly submitted and is not revoked, the proxy will be voted at the Meeting in accordance with the stockholder’s instructions indicated on the proxy. If no instructions are indicated on the proxy, the proxy will be voted “FOR” the election of the Board’s nominees, “FOR” ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2010, and in accordance with the recommendations of the Board as to any other matter that may properly be brought before the Meeting or any adjournment or postponement thereof.

          Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. The organization holding your shares is considered the stockholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account by following the instructions provided. If you wish to attend the Meeting and vote in person, you must obtain a proxy executed in your favor from the organization that holds your shares.

          Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instruction so that your vote will be counted if you later decide not to attend the Meeting.

How to Change or Revoke Your Vote

          You may change your vote at any time before the vote at the Meeting. If you are a stockholder of record, you may change your vote by voting again by proxy over the Internet or telephone on a later date (only your last Internet or telephone proxy will be counted), or by filing a written revocation, or a duly executed proxy card bearing a later date, with the Company’s Secretary at the Meeting or at our offices located at 15660 Dallas Parkway, Suite 850, Dallas, Texas 75248 prior to the vote at the Meeting. You may also change your vote by attending the Meeting and voting in person. Attending the Meeting in person will not automatically revoke a previously granted proxy unless you vote again at the Meeting or file a written revocation with the Company’s Secretary at or before the Meeting.

          If you are a beneficial owner of shares held in street name, you may change your vote by submitting new voting instructions to the brokerage firm, bank, broker-dealer or other organization holding your shares by following the instructions they provided or, if you obtained a proxy in your favor from that organization, by attending the Meeting and voting in person.

Voting Rights

          The authorized capital of the Company consists of (i) 70,000,000 shares of common stock, par value $0.66-2/3 per share (“Common Stock”), of which 43,821,430 shares were issued and outstanding on the Record Date and (ii) 1,000,000 shares of Preferred Stock, $1.00 par value (“Preferred Stock”), none of which were issued and outstanding on the Record Date. The Common Stock and the Preferred Stock are collectively referred to as the “Stock.”

          A majority of the shares of Common Stock issued and outstanding and entitled to vote at the meeting, present either in person or by proxy, constitutes a quorum for the conduct of business at the Meeting. Votes withheld, abstentions and “broker non-votes” (as defined below) will be counted for the purpose of determining the presence of a quorum.

          Each stockholder is entitled to one vote, in person or by proxy, for each share of Common Stock standing in his or her name on the books of the Company at the close of business on the Record Date on any matter submitted to the stockholders, except that in connection with the election of directors, each stockholder has the right to cumulate votes, provided that the candidates’ names have been properly placed in nomination prior to commencement of voting and a stockholder has given notice prior to commencement of voting of his or her intention to cumulate votes. If a stockholder has given such notice, all stockholders may cumulate their votes for all nominated candidates. Cumulative voting entitles a stockholder to give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares of Common Stock owned by such stockholder, or to distribute such stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. Discretionary authority to cumulate votes is hereby solicited by the Board, and the vote by proxy through the Internet, telephone or mail shall grant such authority.

          In the election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. Each proposal described in this Proxy Statement, other than the election of directors, requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present, in person or by proxy, and entitled to vote on the proposal at the Meeting. Abstentions and broker non-votes will have no effect with respect to the election of directors. With respect to all other proposals submitted to the stockholders, abstentions will be included in the number of votes present and entitled to vote on that proposal and, accordingly, will have the effect of a vote “AGAINST” the proposal. However, broker non-votes with respect to any proposal submitted to the stockholders will not be counted as shares present and entitled to vote on that proposal and, accordingly, will not have any effect with respect to the approval of that proposal (other than to reduce the number of affirmative votes required to approve the proposal).

          Of the shares of Common Stock outstanding on the Record Date, 8,365,781 (or approximately 19.1%) were held in the name of Lite-On Semiconductor Corporation and its subsidiaries and affiliates (“LSC”). See “Security Ownership of Certain Beneficial Owners and Management” and “Corporate Governance — Certain Relationships and Related Transactions,” for a discussion of the relationship between LSC and the Company. On the Record Date, an additional 4,279,669 shares (or approximately 8.9%) were owned by directors and executive officers of the Company. LSC and each of the directors and executive officers have informed the Company that they will vote “FOR” the election of the nominees to the Board identified herein and “FOR” ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm.

          Organizations holding Common Stock in “street name” who are members of a stock exchange are required by the rules of the exchange to transmit the proxy materials to the beneficial owner of the Common Stock and to solicit voting instructions with respect to the matters submitted to the stockholders. If the organization has not received instructions from the beneficial owner by the date specified in the statement accompanying such proxy materials, the organization may give or authorize the giving of a proxy to vote the Common Stock in its discretion as to some matters, but not as to certain other proposals without specific instructions from the beneficial owner. When an organization is unable to vote a client’s shares on proposals, the missing votes are referred to as “broker non-votes.” If you hold Common Stock in “street name” and you fail to instruct the organization that holds your shares as to how to vote such shares, that organization may, in its discretion, vote such Common Stock “FOR” ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010, but not with respect to the election of the nominees to the Board identified herein.

Cost of Proxy Solicitation

          This proxy solicitation is made by the Board of the Company, and the Company will bear the costs of this solicitation, including the expense of preparing, assembling, printing and mailing this Proxy Statement and any other material used in this proxy solicitation. If it should appear desirable to do so to ensure adequate representation at the Meeting, officers and regular employees may communicate with stockholders of record, beneficial owners, banks, brokerage houses, custodians, nominees and others, by telephone, facsimile transmissions, telegraph, email or in person to request that the proxies be furnished. No additional compensation will be paid for these services to officers or employees of the Company. The Company will reimburse banks, brokerage houses, and other custodians, nominees and fiduciaries, for their reasonable expenses in forwarding proxy materials to their principals. The estimated cost for this proxy solicitation is approximately $25,000.

Other Business

          As of the date of this Proxy Statement, the Board knows of no business to be presented for consideration at the Meeting other than as stated in the Notice of Annual Meeting of Stockholders. However, if any other matters properly come before the Meeting, including a motion to adjourn the Meeting to another time or place to solicit additional proxies in favor of the recommendation of the Board, the designated proxyholders will vote the shares represented by the proxies on such matters in accordance with the recommendation of the Board, and authority to do so is included in the proxy. Such authorization includes authority to appoint a substitute nominee or nominees to the Board’s nominees identified herein where death, illness or other circumstances arise which prevent any such director-nominee from serving in such position and to vote such proxy for such substitute nominee. Dr. Keh-Shew Lu and Richard D. White, the designated proxyholders (the “Proxyholders”), are members of the Company’s management.

SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT

          The following table sets forth the beneficial ownership of Common Stock as of the Record Date by each person known to the Company to be the beneficial owner of five percent (5%) or more of the outstanding shares of Common Stock (other than depositories).

		Amount and Nature of
Name and Address of Beneficial Owner		Beneficial Ownership(1)				Percent of Class(2)
Lite-On Semiconductor Corporation (“LSC”) 9F. No. 233-2, Pao-Chiao Road, Hsin-Tien, Taipei-hsien 23115, Taiwan, R.O.C.			8,365,781	(3)			19.1	%
FMR LLC 82 Devonshire Street, Boston, Massachusetts 02109			4,097,400	(4)			9.4	%
BlackRock, Inc. 40 East 52nd Street, New York, New York 10022			2,573,730	(5)			5.9	%
Brown Capital Management, Inc. 1201 N. Calvert Street, Baltimore, Maryland 21202			2,497,542	(6)			5.7	%

          The following table sets forth the beneficial ownership of Common Stock of the Company as of the Record Date by (i) each director and director-nominee of the Company, (ii) each Named Executive Officer (“NEO”) of the Company (as defined below), and (iii) all directors, director-nominees and executive officers of the Company as a group.

		Amount and Nature of				Percent of
Name of Beneficial Owner		Beneficial Ownership(1)				Class(2) (3)
Directors
Raymond Soong			827,875	(4)			1.9	%
C.H. Chen			574,291	(4)			1.3	%
Michael R. Giordano			204,994	(4) (5)			*
L.P. Hsu			6,388	(4)			*
Keh-Shew Lu (6) (12)			1,379,033	(4) (7)			3.1	%
Shing Mao(8)			264,013	(4)			*
John M. Stich			98,263	(4) (9)			*
Michael K.C. Tsai (8)			—				—
Executive Officers
Richard D. White (12)			50,563	(4)			*
Mark A. King (12)			225,067	(4)			*
Joseph Liu (12)			420,706	(4)			1.0	%
Edmund Tang (12)			49,956	(4)			*
Carl C. Wertz (12)			112,913	(4)			*
All directors, director-nominees and executive officers of the Company as a group (17 individuals including those named above)			4,279,669	(10)(11)			8.9	%

(Footnotes continued on following page)

(Footnotes continued from previous page)

Named Individual		Shares
Raymond Soong			783,125
C.H. Chen			336,187
Michael R. Giordano			139,845
L.P. Hsu			2,688
Keh-Shew Lu			446,625
Shing Mao			122,126
John M. Stich			82,188
Michael K.C. Tsai			—
Richard D. White			40,700
Mark A. King			225,067
Joseph Liu			315,251
Edmund Tang			30,525
Carl C. Wertz			112,293
TOTAL			2,636,620

PROPOSAL ONE

ELECTION OF DIRECTORS

          The Company’s Bylaws provide that the number of directors shall be determined from time to time by the Board, but may not be less than five nor more than seventeen. Currently, the Board has fixed the number of directors at seven. The Company’s Bylaws further provide for the election of each director at each annual meeting of stockholders.

          The persons nominated have been nominated for election to the Board to serve until the next annual meeting of stockholders and until their respective successors have been elected and qualified. All director-nominees are currently directors of the Company, other than Mr. Michael K.C. Tsai, and all have indicated their willingness to serve. Unless otherwise instructed, proxies will be voted in such a way as to elect as many of these director-nominees as possible under applicable voting rules. In the event that any of the director-nominees should be unable or unwilling to serve as a director, the proxy will be voted for the election of such substitute director-nominees, if any, as shall be designated by the Board. The Board has no reason to believe that any director-nominee will be unable or unwilling to serve. The seven nominees who receive the highest number of affirmative votes will be elected.

          None of the director-nominees was selected pursuant to any arrangement or understanding, other than that with the directors of the Company acting within their capacity as such. There are no family relationships among directors of the Company as of the date hereof, and, except as set forth below, as of the date hereof, no directorships are now, or in the past five years have been, held by any director in a company that has a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

          The following table sets forth certain biographical information concerning the director-nominees of the Company as of the Record Date:

								Director
Director-nominees		Age				Position with the Company		Since
Raymond Soong			68			Director and Chairman of the Board			1993
C.H. Chen			66			Director and Vice Chairman of the Board			2000
Michael R. Giordano			63			Director			1990
L.P. Hsu			70			Director			2007
Keh-Shew Lu			63			President, Chief Executive Officer, and Director			2001
John M. Stich			68			Director			2000
Michael K.C. Tsai (1)			56			Director-nominee		—

Raymond Soong Director and Chairman of the Board

Chair, Compensation Committee
Chair, Governance and Stockholder Relations Committee
Member, Risk Oversight Committee

Mr. Soong was appointed the Chairman of the Board of the Company in 1993. Mr. Soong is also the Chairman of the Board of LSC, Lite-On Technology Corporation, Liteon-IT Corp. and a board member of Actron Technology Corporation and Co-Tech Copper Foil Corporation, each of which is a member or an affiliate of the Lite-On Group. In 1975, after serving as a senior engineer for RCA Corporation and as a chief engineer for Texas Instruments, Taiwan Limited (“TI Taiwan”), Mr. Soong, together with several of his co-workers, founded Taiwan Lite-On Electronic Co. Ltd. (“Taiwan Lite-On”), a manufacturer of electronic components and subsystems. Mr. Soong is a graduate of, and received an Honorary Doctorate from, the National Taipei University of Technology’s Electronic Engineering Department and also received an Honorary Doctorate from National Chiao Tung University.

As Chairman of the Boards of LSC, Lite-On Technology Corporation and Liteon-IT Corp., Mr. Soong has significant board experience, which provides him valuable insight on Board management. With his background in the semiconductor industry as a senior engineer for RCA Corporation and as a chief engineer for TI Taiwan, Mr. Soong also brings extensive experience and knowledge of the semiconductor industry to the Board.

C.H. Chen Director and Vice Chairman of the Board

Chair, Risk Oversight Committee
Ex Officio Member, Governance and Stockholder Relations Committee

Mr. Chen was appointed the Company’s Vice Chairman of the Board in June 2005. Mr. Chen is also the Chairman of the Board of Co-Tech Copper Foil Corporation, Vice Chairman of the Board of LSC and a board member of Lite-On Technology Corporation, Actron Technology Corporation and Dynacard Corp., each of which is a member or an affiliate of the Lite-On Group. Mr. Chen served as the Company’s President and Chief Executive Officer from 2000 until 2005. From 1969 to 1990, Mr. Chen held various positions at Texas Instruments Incorporated (“TI”), most recently as the Vice President of TI Taiwan. In 1990, he left TI to found Dyna Image Corporation, which merged with LSC in 2000. Mr. Chen received his Bachelor of Science degree in Mechanical Engineering from National Taiwan University.

Mr. Chen has extensive experience in the semiconductor industry, particularly in Asia, including as a director of several Asian semiconductor companies. This experience provides the Board with a valuable perspective on the current and future trends and challenges in the semiconductor industry in Asia. As the Company’s former President and Chief Executive Officer, Mr. Chen’s deep understanding of the Company enables him to provide practical advice to the Board.

Michael R. Giordano Director

Chair, Audit Committee (Financial Expert)

Mr. Giordano, CIMA, joined the private-banking firm of UBS Financial Services, Inc. as Senior Vice President-Investment Consulting when UBS AG acquired PaineWebber, Inc. in 2000. PaineWebber, Inc. had acquired his previous employer, Kidder Peabody and Co., Inc., with whom he was employed since 1979. Mr. Giordano advises corporations, foundations, trusts, and municipal governments in investments and finance. Mr. Giordano served as Chairman of the Board and the Chief Executive Officer of the Leo D. Fields Co. from 1980 to 1990, when GWC Holdings acquired it, and, from 2001 to 2003, served as a board member of Professional Business Bank, a publicly traded corporation. Formerly a captain and pilot in the United States Air Force, Mr. Giordano received his Bachelor’s degree in Aerospace Engineering from California State Polytechnic University and his Master’s degree in Business Administration (Management and Finance) from the University of Utah. Mr. Giordano also completed post-graduate work in International Investments at Babson College and is certified by the Investment Management Consultants Association. He is also certified by the John E. Anderson Graduate School of Management, University of California at Los Angeles as a Corporate Director, having demonstrated understanding of directorship and corporate governance.

Mr. Giordano is an experienced leader who has worked in the financial sector for more than 31 years and possesses the skills necessary to lead the Company’s Audit Committee. As Senior Vice President-Investment Consulting with UBS Financial Services, Inc. since 2000, he has advised numerous public and private, profit and non-profit organizations in investments and finance. Mr. Giordano’s experience provides the Board with a wealth of knowledge in financial and accounting matters.

Lu-Pao Hsu Director

Member, Audit Committee
Member, Compensation Committee

Mr. Hsu has been Chairman of Philips Taiwan Quality Foundation since 2002, a board member of Winbond Electronics Corporation since 1999, a board member of Vanguard International Semiconductor Corporation since 2003 and a board member of ZyXEL Communications Corporation from 2006 to 2009. He also currently serves as a consultant to Lite-On Technology Corporation. Previously, he served as a board member of Lite-On Technology Corporation from 2004 to 2006 and the Supervisor of the Board at Delta Electronics from 2000 to 2003 and the Vice Chairman and board member at Hannstar Display from 1998 to 2000. He also served as the Chief Executive Officer of HannStar Display in 2001, a board member of Taiwan Semiconductor Manufacturing Company Ltd. from 1991 to 2000 and the Executive Vice President of Philips Taiwan Limited from 1989 to 1998. Since 1998, Mr. Hsu has been an Esteemed Chair Lecturer and Adjunct Professor at the College of Management at National Chiao Tung University in Taiwan, where he served as Associate Professor from 1971 to 1972. Mr. Hsu completed the International Executive Program at International Institute for Management Development (IMD) and the Advanced Management Program at Harvard Business School and holds a Bachelor’s degree in Physics from National Cheng Kung University in Taiwan.

Having served as a senior executive at several technology companies, including as Chief Executive Officer of HannStar Display and Executive Vice President of Philips Taiwan Limited, Mr. Hsu has the experience to offer valuable insight to the Board on operational issues. Through his past and present services as a board member on several technology companies, including Taiwan Semiconductor Manufacturing Company Ltd., Lite-On Technology Corporation and Winbond Electronics Corporation, Mr. Hsu also has an understanding of the role of the Board in properly governing the Company. Having an extensive background in teaching business management at the National Chiao-Tung University in Taiwan, Mr. Hsu provides the Board with a rich knowledge of business management concepts and techniques.

Keh-Shew Lu Director, President and Chief Executive Officer

Member, Risk Oversight Committee

Dr. Lu was appointed President and Chief Executive Officer of the Company in June 2005 after serving on the Board since 2001. Dr. Lu is also a board member of Lite-On Technology Corporation and RAE systems Inc., both publicly held companies, as well as LedEngin, Inc., Lorentz Solution, Inc. and Nuvoton Technology Corporation, three privately held companies. Dr. Lu is the founding Chairman of the Asia American Citizen’s Council, the Vice Chairman of the governing board of the Plano Chinese Alliance Church, a board member of the Texas Tech Foundation and a board member of the Advisory Board to the Southern Methodist University’s Asian Studies Program. From 2001 to 2005, Dr. Lu was a partner of the WK Technology Venture Fund. From 1998 to 2001, Dr. Lu served as Senior Vice President of TI and General Manager of Worldwide Mixed-Signal and Logic Products. His responsibilities included all aspects of the analog, mixed-signal and logic products for TI worldwide business, including design, process and product development, manufacturing and marketing. From 1996 to 1998, Dr. Lu was the manager of TI’s worldwide memory business. In addition, he served as the President of TI Asia from 1994 to 1997 where he supervised all of TI activities in Asia, excluding Japan. Dr. Lu holds a Bachelor’s degree in Electrical Engineering from the National Cheng Kung University in Taiwan, and a Master’s degree and a Doctorate in Electrical Engineering from Texas Tech University.

Having worked in the semiconductor industry for more than 36 years and, particularly, having served in various managerial and senior executive capacities at TI, Dr. Lu possesses a wealth of semiconductor management experience. Dr. Lu also is very knowledgeable in the role and function of the Board as a result of serving for many years as a board member of several public and private companies. Since becoming the President and Chief Executive Officer of the Company, Dr. Lu has directed the Company’s expansion through profitable growth and acquisitions, growing revenue and stockholders’ equity from $215 million and $226 million, respectively, in 2005 to $434 million and $441 million, respectively, in 2009.

John M. Stich Director

Member, Audit Committee
Member, Governance and Stockholder Relations Committee

Mr. Stich has served as a board member of Spansion, Inc., a flash memory company, since 2006 and as the chairman of the audit committee, a member of the nominating and corporate governance committee and a member of the compensation committee of that company. He also serves in numerous non-profit organizations, including as a board member of the Japan America Society of Dallas/Fort Worth, a member of the Asian Studies Program Advisory Council at Southern Methodist University, a member of the Consular Corps of Dallas/Fort Worth, and a member of the Dallas-Taipei and Dallas-Sendai Sister City Committees. Mr. Stich was appointed as the Honorary Consul General of Japan at Dallas in 2004. From 2000 to 2006, he was the President and Chief Executive Officer of The Asian Network, a consulting business that helped high-technology companies establish and expand their business in Asia. Prior to this position, Mr. Stich was the Chief Marketing Officer for TI in Japan from 1994 to 1999, and Vice President of Semiconductors for TI Asia from 1991 to 1994. Mr. Stich joined TI in 1964 and has served in various management positions, including 24 years leading TI’s Asian business growth while living in Taipei, Hong Kong and Tokyo. Mr. Stich received his Bachelor’s degree in Electrical Engineering from Marquette University.

With decades of managerial experience at TI, Mr. Stich brings to the Board demonstrated management skills at senior levels. His position as the President and Chief Executive Officer of The Asian Network and his position as the Chief Marketing Officer for TI in Japan give Mr. Stich critical insight into marketing and product management of semiconductor products in Asia. He has served on the Board and the Audit Committee of Diodes for the past ten years. In addition, with service as chairman of the audit committee, as well as a member of both the nominating and corporate governance committee and the compensation committee, at Spansion Inc., Mr. Stich possesses valuable experience in accounting principles, financial reporting rules and regulations, corporate governance and director and executive compensation.

Michael K.C. Tsai Director-nominee

Mr. Tsai has been a director of Powerchip Semiconductor Corp. since 1994 and its vice chairman since 2003. He also has been the chairman of the board of Maxchip Electronics Corp. since 2008, and currently serves as the chairman of the board of uPI Semiconductor Corp., Ubiq Semiconductor Corp. and Silicon Optronics Inc. From 1991 to 1994, Mr. Tsai was the chairman of the board and the Chief Executive Officer of Elitegroup Computer Systems, Inc. From 1990 to 1994, he served as a board member and an investor representative of Tailink Venture Corp. He was the President and Chief Executive Officer of Esprit Systems, Inc. from 1989 to 1990. He held numerous executive positions in sales, marketing, planning and general management with the Acer Group from 1978 to 1988. Mr. Tsai began his career as an electronic design engineer with Tatung Corp. in 1977. Mr. Tsai received his Bachelor’s degree in Control Engineering and Computer Science in 1975 from National Chiao-Tung University in Taiwan.

Mr. Tsai’s decades of experience serving on the boards of numerous technology and semiconductor companies, and holding various management positions in companies in the technology and semiconductor industry, provide an insightful view of the semiconductor industry to the Board. Mr. Tsai also brings a range of boardroom experience and corporate governance knowledge to further strengthen the operation of the Board.

          See “Security Ownership of Certain Beneficial Owners and Management” and “Corporate Governance — Certain Relationships and Related Transactions” for a discussion of the relationships among Actron Technology Corporation, Co-Tech Copper Foil Corporation, Lite-On Technology Corporation, LSC, Liteon-IT Corp., and the Company.

          The Board unanimously recommends that you vote “FOR” each of the seven director-nominees to the Board set forth above.

CORPORATE GOVERNANCE

Committees of the Board

          The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance and Stockholder Relations Committee and the Risk Oversight Committee (the “Committees”). Each committee consists of two or more directors who serve at the discretion of the Board. The Board usually makes committee and committee chair assignments annually at its meeting immediately following the Company’s annual meeting of stockholders. The current composition of each committee is as follows:

						Governance and
		Audit		Compensation		Stockholder Relations		Risk Oversight
Directors		Committee		Committee		Committee		Committee(5)
Raymond Soong (1)				Chair		Chair		Member
C. H. Chen(1)						Ex officio Member (3)		Chair
Michael R. Giordano (1)		Chair (2)
L.P. Hsu (1)		Member		Member
Keh-Shew Lu								Member
Shing Mao (1) (4)				Member		Member
John M. Stich (1)		Member				Member

          Director Independence. The Board has determined that six of the seven current directors are “independent directors” as shown in the above table, and as the term “independent director” is defined under the rules of Nasdaq. In addition, the Board has determined that upon his election, Mr. Tsai will be an independent director as so defined. The Board also has determined that each member of its Audit Committee, Compensation Committee and Governance and Stockholder Relations Committee meets applicable independence requirements as prescribed by Nasdaq and the SEC.

          Audit Committee. The Audit Committee makes recommendations to the Board regarding the engagement of the Company’s independent registered public accounting firm, reviews the plan, scope and results of the audit, reviews the Company’s policies and procedures with the Company’s management concerning internal accounting and financial controls, and reviews changes in accounting policy and the scope of the non-audit services, which may be performed by the Company’s independent registered public accounting firm. The Audit Committee also monitors policies to prohibit unethical, questionable or illegal activities by the Company’s employees. The “Audit Committee Report” section of this Proxy Statement describes in more detail the Audit Committee’s responsibilities, particularly with regard to the Company’s financial statements and its interactions with the Company’s independent registered public accounting firm.

          The Board has determined that each member of the Audit Committee is “independent,” as that term is defined under the rules of Nasdaq and the SEC, and is able to read and understand fundamental financial statements. The Board also has determined that Mr. Giordano qualifies as an “audit committee financial expert” as defined under the rules of the SEC.

          Compensation Committee. The Compensation Committee makes recommendations to the Board regarding compensation, benefits and incentive arrangements for the Chief Executive Officer and other officers and key employees of the Company. The Compensation Committee also administers the Company’s 1969 Incentive Bonus Plan, the 1993 Incentive Stock Option Plan (“1993 ISO Plan”), the 1993 Non-Qualified Stock Option Plan (“1993 NQO Plan”), the 2001 Omnibus Equity Incentive Plan (“2001 Incentive Plan”) and the Company’s 401(k) profit sharing plan (the “401(k) Plan”). The Board has determined that each member of the Compensation Committee is “independent” as that term is defined under the rules of Nasdaq.

          Governance and Stockholder Relations Committee. The principal purposes of the Governance and Stockholder Relations Committee (the “Governance Committee”) are to help ensure that the Board (i) identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board, and (ii) selects the director-nominees for the next annual meeting of stockholders. The Board has determined that each member of the Governance Committee is “independent” as that term is defined under the rules of Nasdaq.

          Risk Oversight Committee. The Risk Oversight Committee assists the Board in overseeing the Company’s risk management process by (i) overseeing the Company’s efforts to align its management of risks with its strategic objectives, (ii) overseeing the establishment and implementation of a risk oversight framework, and (iii) reviewing the effectiveness of the risk oversight framework in the identification, assessment, monitoring, management and disclosure of significant risks. The Risk Oversight Committee’s assistance provides a reasonable assurance that processes are in place to identify, assess, monitor, manage and disclose risks that may have a material adverse effect on the achievement of the Company’s strategic objectives.

          Charters of the Committees. All four Committees operate pursuant to written charters, which are available on the Company’s Investor Relations website, at www.diodes.com, in the “Investors — Corporate Governance” section.

          The charter of the Audit Committee was revised in 2009 and is available on the Company’s website at www.diodes.com in the “Investors — Corporate Governance” section. The charter of the Risk Oversight Committee was approved by the Board in February 2010 and is also available in the same section on the Company’s website.

Meetings of the Board and Committees

          The following table represents the number of meetings and actions taken by written consent of the Board and Committees in 2009:

						Action by
		Meetings				Written
Title		Held				Consent
Board			4				6
Audit Committee			7				2
Compensation Committee			2				6
Governance Committee			2				1

          Each person who was a director of the Company or a member of a Committee was present for at least 75% of the meetings of the Board and all such Committees held during 2009.

          It is the policy of the Company to require Board members to attend the annual meetings of stockholders, if practicable. With the exception of Mr. Soong, each director attended the 2009 annual meeting of stockholders.

Board Leadership Structure

          The Chairman of the Board conducts each Board meeting and sets the agenda of each Board meeting after consulting with the Chief Executive Officer and members of the Board. The Chairman of the Board also has the responsibility, in conjunction with the Chief Executive Officer, to establish effective communications with the Company’s stakeholders, including stockholders, customers, company associates, communities, suppliers, creditors, governments and corporate partners. The Vice Chairman of the Board has the responsibility to assist the Chairman of the Board in fulfilling these responsibilities.

          Although the Board has no policy requiring the separation of the position of the Chairman of the Board and the position of the Chief Executive Officer of the Company, each position is currently held by a different person. Since the early 1990s, the Board has chosen to separate these positions because the Board believes that each position is meant to oversee different tasks. The Chairman of the Board should devote his time to managing the affairs of the Board and, along with fellow members of the Board, to overseeing the Chief Executive Officer and the senior management of the Company. The Chief Executive Officer should devote his time to managing the daily business operations of the Company along with senior management of the Company. The Board currently believes that the separation of the position of the Chairman of the Board and the Chief Executive Officer of the Company is the best solution to govern the Company efficiently.

Nominating Procedures and Criteria and Board Diversity

          Among its functions, the Governance Committee considers and approves nominees for election to the Board. In addition to the candidates proposed by the Board or identified by the Governance Committee, the Governance Committee considers candidates for director suggested by stockholders provided such recommendations are made in accordance with the procedures set forth under “Proposals of Stockholders and Stockholder Nominations for 2011 Annual Meeting.” Stockholder nominations that comply with these procedures and meet the criteria outlined below will receive the same consideration that the Governance Committee’s nominees receive.

          Essential criteria for all candidates considered by the Governance Committee include the following:

	•		integrity and a commitment to ethical behavior;
	•		maturity;
	•		management experience and expertise;
	•		independence and diversity of thought;
	•		broad business or professional experience that complement those of other directors;
	•		an understanding of business and financial affairs and the complexities of business organizations;
	•		the ability to actively participate in Board and committee activities; and
	•		the ability to work professionally and effectively with other directors and management.

          In evaluating candidates for certain Board positions, the Governance Committee evaluates additional criteria, including the following:

	•		financial or accounting expertise;
	•		experience in the semiconductor industry or other technology industries;
	•		scientific accomplishment;
	•		experience in commercializing and marketing semiconductors or other electronic components;
	•		business and other experience relevant to public companies of a size comparable to the Company;
	•		experience in investment banking, commercial lending or other financing activities; and
	•		experience in international business.

          In selecting nominees for the Board, the Governance Committee evaluates the general and specialized criteria set forth above, identifies the relevant specialized criteria prior to commencement of the recruitment process, considers nominees’ previous performance if they are up for re-election, and generally considers nominees’ ability to contribute to the success of the Company.

          The Governance Committee believes that the Board should include individuals with a broad range of relevant professional expertise, experience and education and reflect the diversity and cultural and geographical perspectives of the Company’s employees, customers and suppliers.

          The Governance Committee, as well as the full Board, has recommended the Board’s nominees for election at the Meeting. Stockholders did not propose any candidates for election at the Meeting.

Communications with Directors

          You may communicate with the chair of our Audit Committee, our Compensation Committee, our Governance Committee or our Risk Oversight Committee, or with our independent directors individually or as a group, by writing to any such person or group c/o Richard D. White, Secretary, Diodes Incorporated, 15660 Dallas Parkway, Suite 850, Dallas, Texas 75248.

          Communications are distributed to the Board, or to any individual director, depending on the facts and circumstances set forth in the communication. In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded, including the following: junk mail and mass mailings; product complaints; product inquiries; new product suggestions; résumés and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be distributed, with the provision that any communication that is not distributed will be made available to any independent director upon request.

          Communications that include information better addressed by the Company’s ethics and compliance hotline, supervised by the Audit Committee at (866) 913-2994, will be delivered to the Audit Committee.

Executive Officers of the Company

          None of the executive officers was selected pursuant to any arrangement or understanding, other than that with the executive officers of the Company acting within their capacity as such. Executive officers serve at the discretion of the Board. The following table sets forth certain biographical information concerning the Company’s executive officers as of the Record Date:

Name		Age				Position with the Company
Keh-Shew Lu (1) (2)			63			President, Chief Executive Officer and Director
Richard D. White(1)			62			Chief Financial Officer, Secretary and Treasurer
Mark A. King (1)			51			Senior Vice President, Sales and Marketing
Joseph Liu (1)			67			Senior Vice President, Operations
Hans Rohrer			61			Senior Vice President, Business Development
Colin Greene			53			Europe President and Vice President, Europe Sales and Marketing
Julie Holland			48			Vice President, Worldwide Analog Products
Edmund Tang (1)			62			Vice President, Corporate Administration
Francis Tang			55			Vice President, Worldwide Discrete Products
Carl C. Wertz(1)			55			Vice President, Finance and Investor Relations

Richard D. White Chief Financial Officer, Secretary and Treasurer

Mr. White was appointed Chief Financial Officer to the Company in May 2009. From 2006 to 2009, he served as Senior Vice President, Finance. Mr. White has thirty years of senior level finance experience, including 25 years at TI, where he served as Vice President of Finance and Production Planning for MOS memory, Controller for TI’s Asia Pacific Division in Singapore, and various other financial positions in the United States, France and Germany. From 1999 to 2005, he served as the Chief Financial Officer for Optisoft, Inc., and from 2005 to 2006, he served as a Partner for Tatum, LLC. Mr. White, a licensed certified public accountant, holds a Bachelor’s degree in Electrical Engineering from Oklahoma State University and an MBA from the University of Michigan.

Mark A. King Senior Vice President, Sales and Marketing

Mr. King was appointed to his current position in 2005. He previously served as the Company’s Vice President, Sales and Marketing from 1998 to 2005 and Vice President, Sales from 1991 to 1998. Prior to joining the Company, Mr. King served for nine years in various sales management positions at Taiwan Lite-On. Mr. King holds a Bachelor’s degree in Business Administration from the University of Arizona.

Joseph Liu Senior Vice President, Operations

Mr. Liu was appointed to his current position in 2000. He previously served as the Company’s Vice President, Far East Operations from 1998 to 2000, Vice President, Operations from 1994 to 1998, Chief Financial Officer, Secretary and Treasurer from 1990 to 1998 and Vice President, Administration from 1990 to 1994. Prior to joining the Company, Mr. Liu held various management positions with TI Taiwan since 1970, including Planning Manager, Financial Planning Manager, Treasury Manager, Cost Accounting Manager and General Accounting Manager, including a one-year assignment in TI Dallas from 1979 to 1980. He was the Controller of TI Asia in Singapore and Hong Kong from 1981 to 1986, Financial Planning Manager of TI Latin America Division (for TI Argentina, TI Brazil and TI Mexico) in Dallas from 1986 to 1989 and Chief Coordinator of Strategic Business Systems for TI Asia Pacific Division in Dallas from 1989 to 1990. Mr. Liu holds an Executive MBA from Pepperdine University.

Hans Rohrer Senior Vice President, Business Development

Mr. Rohrer was appointed to his current position in June 2008. He previously served as the Chief Executive Officer of Zetex plc from 2006 until it was acquired by the Company in June 2008. He began his career in research and development at Diehl Data Systems before working at TI from 1976 to 1980, where he held a variety of engineering and marketing positions. From 1980 to 1998, Mr. Rohrer held several senior managerial positions at National Semiconductor Corporation (“NSM”) and led NSM’s European organization from 1990 to 1998 as vice president and general manager. From 1998 to 2006, Mr. Rohrer served as President of Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) —Europe until joining Zetex plc in 2006. Mr. Rohrer holds a Master’s degree in Electronics from Aalen University and received further business and management education from Stanford University and INSEAD, Paris.

Colin Greene Europe President and Vice President, Europe Sales and Marketing

Mr. Greene was appointed to his current position in June 2008 upon the acquisition of Zetex plc. From 1997 to 2008, Mr. Greene held several positions with Zetex. He served on the Zetex’ Board as an executive director from March 2004 until joining the Company and served as Director of Marketing from March 2004 to December 2004 and thereafter as Chief Operating Officer. Prior to Zetex, he spent ten years with NSM, most recently as European Marketing Manager for all analog products. Mr. Greene holds a Bachelor’s degree with honors in Electrical Engineering from Aston University.

Julie Holland Vice President, Worldwide Analog Products

Ms. Holland joined the Company in January 2008. Prior to joining the Company, she served as Director and General Manager of the Connectivity Solutions business unit at TI where her responsibilities included leading business and technical teams in the US, Asia, and Japan in the development, production, and marketing of multiple interface product lines. During her tenure with TI, Ms. Holland held several key management roles within the Mixed Signal Products organization from 1997 to 2001, including Director of the Worldwide Bus Solutions business unit and Director of the Computer Peripheral and Control Products organization. She earned Bachelor’s degrees in Physics and Mathematics at Northwestern University and a Master’s degree in Engineering Management at Southern Methodist University. She is an alumna of Leadership America and Leadership Texas, and was named a Fellow of the International Women’s Forum Leadership Foundation.

Edmund Tang Vice President, Corporate Administration

Mr. Tang was appointed to his current position in 2006. He has 30 years of managerial and engineering experience, including 25 years at TI, where he last served as its Vice President and global memory quality manager of the world-wide MOS memory operation from 1997 to 2001, and prior to that he was TI’s Vice President and General Manager of Asia memory operations. From 2002 to 2006, Mr. Tang served as the Asia President of FSI International Inc., a global supplier of wafer cleaning and processing technology, responsible for FSI’s business in Taiwan, Singapore, South Korea, and China. Mr. Tang holds a Bachelor’s degree in electrical engineering from the National Cheng Kung University in Taiwan and a Master’s degree in Electrical Engineering from Southern Methodist University.

Francis Tang Vice President, Worldwide Discrete Products

Mr. Tang was appointed to his current position in May 2006. He previously served as the Company’s Global Product Manager since 2005. From 2002 until joining the Company, Mr. Tang served as general manager of T2 Microelectronics in Shanghai, China where he managed complex mixed-signal SOC product development. From 1996 to 2001, Mr. Tang was the senior strategic marketing director for Acer Labs, Inc. USA, and prior to that, he was employed by NSM for 17 years, where he held various management positions in analog and mixed-signal circuit design, applications and strategic marketing. Mr. Tang holds a Master’s degree in Electrical Engineering from University of Missouri — Rolla.

Carl C. Wertz Vice President, Finance and Investor Relations

Mr. Wertz was appointed to his current position in May 2009. From 1998 to 2009, he served as the Company’s Chief Financial Officer, Secretary and Treasurer. He previously served as the Company’s Controller from 1993 to 1998. Prior to joining the Company, he served in various financial management and accounting positions. Mr. Wertz, a licensed certified public accountant, has over 25 years of manufacturing and distribution experience and began his accounting career with Deloitte & Touche LLP.

COMPENSATION OF DIRECTORS

The following table sets forth the compensation paid to each director who is not a NEO for service in 2009.

																		Changes in
																		Pension
																		Value and
																		Nonqualified
		Fees Earned												Non-Equity				Deferred
		or Paid				Stock				Option				Incentive Plan				Compensation				All Other
		in Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Name		($)				($)(1)(2)				($) (1)(2)				($)				($)				($)				($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)
Raymond Soong			80,000				485,363				—				—				—				—				565,363
C.H Chen			80,000				331,853				—				—				—				—				411,853
Michael R. Giordano			100,000				97,073				—				—				—				—				197,073
L.P. Hsu			90,000				97,073				—				—				—				—				187,073
Shing Mao			80,000				97,073				—				—				—				—				177,073
John M. Stich			90,000				97,073				—				—				—				—				187,073

          The table below shows the aggregate number of shares underlying outstanding restricted stock units and outstanding stock options held by non-employee directors as of December 31, 2009:

		Restricted
		Stock Units				Stock Options
Name		(#)				(#)
Raymond Soong			70,500				761,063
C.H. Chen			48,450				320,625
Michael R. Giordano			15,582				133,875
L.P. Hsu			12,300				—
Shing Mao			14,738				117,000
John M. Stich			15,300				103,625

          Beginning June 2007, each non-employee director of the Company has received a quarterly retainer of $20,000, the Chairman of the Audit Committee has received an additional $5,000 quarterly retainer, and each other member of the Audit Committee has received an additional $2,500 quarterly retainer.

          In addition, the following RSUs, which vest in four equal annual installments commencing on the first anniversary of the date of grant, are granted annually to each non-employee director:

	•		Chairman of the Board: 32,250 shares;
	•		Vice Chairman: 22,050 shares; and
	•		All other directors: 6,450 shares.

          The Board may modify such compensation in the future.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          During fiscal 2009, the Compensation Committee consisted of three directors, Raymond Soong (Chairman), L.P. Hsu, and Dr. Shing Mao. During 2009, no executive officer of the Company served on the compensation committee (or equivalent) of the Board of another entity whose executive officer(s) served on the Company’s Compensation Committee or Board.

Report of the Audit Committee

          The Report of the Audit Committee of the Board shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.

AUDIT COMMITTEE REPORT

          The Board maintains an Audit Committee comprised of three of the Company’s directors, Michael R. Giordano (Chairman), John M. Stich and L.P. Hsu. Each member of the Audit Committee meets the independence and experience requirements of the Nasdaq Stock Market and the independence requirements of the SEC. Mr. Giordano qualifies as an “audit committee financial expert” as defined under the rules of the SEC. The Audit Committee assists the Board in monitoring the accounting, auditing and financial reporting practices of the Company.

          Management is responsible for the preparation of the Company’s financial statements and financial reporting process, including its system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee:

•		Reviewed and discussed with management the audited financial statements contained in the Company’s Annual Report on Form 10-K for fiscal 2009; and
•		Obtained from management their representation that the Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

          The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with the auditing standards generally accepted in the United States and expressing an opinion on whether the Company’s financial statements present fairly, in all material respects, the Company’s financial position and results of operations for the periods presented and conform with accounting principles generally accepted in the United States. In fulfilling its oversight responsibilities, the Audit Committee:

•		Discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (“Communication with Audit Committees”); and
•		Received and discussed with the independent registered public accounting firm the written disclosures and the letter from the independent registered public accounting firm required by the Public Company Accounting Oversight Board as currently in effect (“Independence Discussions with Audit Committees”), and reviewed and discussed with the independent registered public accounting firm whether the rendering of the non-audit services provided by them to the Company during fiscal 2009 was compatible with their independence.

          The Audit Committee operates under a written charter, which was adopted by the Board and is assessed annually for adequacy by the Audit Committee. In 2009, the charter was revised. The revised charter of the Audit Committee is available on the Company’s website at www.diodes.com in the “Investors — Corporate Governance” section. The Audit Committee held seven meetings during fiscal 2009, and took action by written consent on two occasions.

          In performing its functions, the Audit Committee acts only in an oversight capacity. It is not the responsibility of the Audit Committee to determine that the Company’s financial statements are complete and accurate, are presented in accordance with accounting principles generally accepted in the United States or present fairly the results of operations of the Company for the periods presented or that the Company maintains appropriate internal controls. Nor is it the duty of the Audit Committee to determine that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s auditors are independent. Based upon the reviews and discussions described above, and the report of the independent registered public accounting firm, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 for filing with the Securities and Exchange Commission. The Audit Committee also has recommended, and the Board also has approved, the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

Dated: April 5, 2010		THE AUDIT COMMITTEE
		Michael R. Giordano, Chairman
		L.P. Hsu
		John M. Stich

Code of Ethics

          The Company has adopted a Code of Ethics applicable to the principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions of the Company. The Code of Ethics is available on the Company’s website at www.diodes.com in the “Investors — Corporate Governance” section. The Company intends to disclose future amendments to, or waivers from, certain provisions of the Code of Ethics applicable to senior financial executives on the Company’s website within four business days following the date of such amendment or waiver.

Certain Relationships and Related Transactions

          Policy Regarding Related Person Transactions

          The Audit Committee has adopted a written policy (the “Policy”) to review any transaction (a “related person transaction”) in which the Company was, or is to be, a participant and in which any director, executive officer, nominee for director or beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock of the Company, or any immediate family member of any such person, has a direct or indirect material interest. The Policy requires the following:

•		the Audit Committee shall review any proposed agreement or arrangement relating to a related person transaction or series of related person transactions, and any proposed amendment to any such agreement or arrangement;
•		the Audit Committee shall establish standards for determining whether the transactions covered by such proposed agreement or arrangement are on terms no less favorable to the Company than could be obtained from an unrelated third party (“fair to the Company”);

•		before the Company enters into any such proposed agreement or arrangement, and at least annually thereafter, the Company’s internal audit department shall report to the Audit Committee whether the transactions covered by such agreement or arrangement are fair to the Company under the standards established by the Audit Committee;
•		the Audit Committee shall make all reasonable efforts (taking into account the cost thereof to the Company) to cancel or to renegotiate any such agreement or arrangement which is not so determined to be fair to the Company; and
•		the Company will disclose any related person transactions required to be disclosed by the rules promulgated by the SEC, in the manner so required.

          Relationships and Transactions

          The Audit Committee of our Board reviews all related party transactions for potential conflict of interest situations on an ongoing basis, in accordance with such procedures as the Audit Committee may adopt from time to time. We believe that all related party transactions are on terms no less favorable to us than could be obtained from unaffiliated third parties.

          We conduct business with one related person: LSC. LSC is our largest stockholder and is a member of the Lite-On Group of companies. C.H. Chen, our former President and Chief Executive Officer and current Vice Chairman of our Board, is also Vice Chairman of LSC. Mr. Chen is the Vice Chairman of Dynacard Corporation, a board member of Lite-On Technology Corporation, the Chairman of Co-Tech Copper Foil Corporation, and a board member of Actron Technology Corporation, each of which is a member or an affiliate of the Lite-On Group. In addition, Raymond Soong, the Chairman of our Board, is the Chairman of LSC and is also the Chairman of Liteon-IT Corp. and Lite-On Technology Corporation, a significant shareholder of LSC. Mr. Soong also serves on the board of Actron Technology Corporation and Co-Tech Copper Foil Corporation, both of which are affiliates of the Lite-On Group. L.P. Hsu, a member of our Board since May 2007 serves as a consultant to Lite-On Technology Corporation.

          We also conduct business with one significant company, Keylink International (B.V.I) Inc., and its subsidiaries and affiliates (“Keylink”). Keylink is our 5% joint venture partner in our Shanghai manufacturing facilities.

          We sold products to LSC totaling 6.2%, 3.5% and 2.1% of our net sales for the years ended December 31, 2007, 2008 and 2009, respectively, making LSC one of our largest customers. Also for the years ended December 31, 2007, 2008 and 2009, 11.3%, 9.6% and 6.3%, respectively, of our net sales were from semiconductor products purchased from LSC for subsequent sale, making LSC our largest supplier. We also rent warehouse space in Hong Kong from a member of the Lite-On Group, which also provides us with warehousing services at that location. For the years ended December 31, 2007, 2008 and 2009, we paid this entity in aggregate amounts of $0.5 million, $0.7 million and $0.8 million, respectively, for their services. See “Risk Factors — We receive a significant portion of our net sales from a single customer. In addition, this customer is also our largest external supplier and is a related party. The loss of this customer or supplier could harm our business, results of operations and financial condition.” in Part I, Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2010 for additional information.

          We sell products to, and purchase inventory from, companies owned by Keylink. We sold products to companies owned by Keylink, totaling 0.6%, 0.8% and 2.6% of net sales for the years ended December 31, 2007, 2008 and 2009, respectively. Also for the years ended December 31, 2007, 2008 and 2009, 1.5%, 1.3% and 1.2%, respectively, of our net sales were from semiconductor products purchased from companies owned by Keylink. In addition, our subsidiaries in China lease our Shanghai manufacturing facilities from, and subcontract a portion of their manufacturing process (metal plating and environmental services) to, Keylink. We also pay a consulting fee to Keylink. The aggregate amounts for these services for the years ended December 31, 2007, 2008 and 2009 were $9.4 million, $10.5 million and $10.7 million, respectively.

          Notwithstanding such relationships and transactions, the Board has determined that each of Messrs. Chen, Hsu and Soong is independent under the rules of the Nasdaq Stock Market and the SEC.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

          Under Section 16(a) of the Exchange Act, the Company’s directors, executive officers and any persons holding ten percent or more of the Common Stock are required to report their ownership of Common Stock and any changes in that ownership to the SEC and to furnish the Company with copies of such reports.

          Specific due dates for these reports have been established by the SEC, and the Company is required to report any failure to file on a timely basis. Based solely upon review of copies of reports filed by the Company’s directors and executive officers with the SEC during the most recent fiscal year ended December 31, 2009, all reports required to be filed in fiscal 2009 were filed timely.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

          This Compensation Discussion and Analysis explains the Company’s compensation objectives and philosophy, as well as how and why executive officers’ compensation decisions were made in 2009 for each person who served as the Company’s principal executive officer or the Company’s principal financial officer during 2009 and the Company’s three other most highly compensated executive officers (collectively, the “NEOs”). This section also explains how the compensation of our NEOs is aligned with the interests of the Company’s stockholders and is intended to place in perspective the executive compensation information contained in the tables that follow this discussion.

          During 2009, our NEOs were:

	•		Dr. Keh-Shew Lu, President and Chief Executive Officer and a member of the Board;
	•		Richard D. White, Chief Financial Officer, Treasurer and Secretary;
	•		Mark A. King, Senior Vice President of Sales and Marketing;
	•		Joseph Liu, Senior Vice President of Operations;
	•		Edmund Tang, Vice President of Corporate Administration; and
	•		Carl C. Wertz, Vice President of Finance and Investor Relations (former Chief Financial Officer).

Compensation Objectives and Philosophy

          The objective of the Company’s compensation program is to promote the continued profitability and growth of the Company for the benefit of its stockholders.

          The Company’s compensation philosophy is to attract, retain and motivate executives critical to the Company’s long-term growth and profitability. This compensation consists primarily of base salaries, cash bonuses, equity awards and benefits.

          The Compensation Committee (the “Committee”) determines the Company’s compensation philosophy and forms of compensation and benefits for NEOs and all other executive officers. The Committee operates under a written charter approved by the Board. A copy of the charter is available at www.diodes.com in the “Investors — Corporate Governance” section. The Company currently has ten executive officers including the Chief Executive Officer. The Chief Executive Officer participates in the Committee’s executive compensation process. The Committee also periodically receives reports and recommendations from outside compensation consultants.

          In support of the Company’s compensation philosophy, the Committee generally believes that:

	•		The total compensation package for NEOs and all other executive officers should be competitive (i.e., in at least the 50th percentile) compared with the total compensation paid by other companies of similar size to their executive officers with comparable duties in the semiconductor industry;
	•		Base salaries should only be a portion of the total compensation package and may generally be lower than the median (i.e., lower than the 50th percentile) base salaries paid by such other companies; and
	•		Cash bonuses and equity awards should be used to motivate NEOs and all other executive officers to achieve specific strategic and performance objectives established by the Board and to align the NEOs’ and all other executive officers’ interests with those of the Company’s stockholders.

Fiscal 2009 Company Performance Summary

          In response to the worldwide economic downturn, the Company has aggressively reduced costs, refined its business structure and enhanced sales opportunities by solid execution on new product strategies, resulting in a high level of key-customer design wins. Among the many cost saving initiatives, the Company implemented a headcount reduction in the Company’s wafer fabrication facilities in Kansas City, Missouri and Manchester, United Kingdom, in the Company’s packaging facilities in China and other Asia offices, implemented a worldwide salary freeze, reduced cash bonuses, and, for employees in the United States, a mandatory time-off policy was implemented, and discretionary retirement plan payments were eliminated. From the low point in the business cycle in the first quarter of 2009 to the fourth quarter of the same year, the Company’s revenue grew by almost 70% and gross margin increased from 18.6% to 32.1%. All these actions resulted in the Company delivering its 19th year of profitability. GAAP net income was $7.5 million or $0.17 per diluted share.

          During 2009, the Company achieved positive cash flow from operations every quarter as a result of the Company’s efforts to reduce debt, inventory levels and capital expenditures. For the year 2009, cash flow from operations amounted to $66 million; net cash flow was $139 million; and free cash flow was $43 million. The Company continued to strengthen its balance sheet — increasing working capital by nearly 70% to $354 million and repurchasing $48 million of the Company’s 2.25% Convertible Senior Notes, which reduced the principal amount outstanding to $135 million.

How the Company’s Compensation Program Operates

          In fiscal 2009, the Committee continued to apply the compensation objectives and philosophy described above in determining the compensation of the NEOs and all other executive officers.

          Annual Evaluation Procedures

          The Committee determines the compensation for all the executive officers, including the NEOs. The Committee meets in executive session at the beginning of each fiscal year to (i) evaluate the performance of the NEOs and all other executive officers during the prior fiscal year; (ii) determine their annual bonuses, if any, for the prior fiscal year; (iii) establish overall performance goals and objectives for the current fiscal year; and (iv) establish the formula for determining the total executive bonus pool for the current fiscal year. The Committee meets again in executive session mid-year to (i) set the NEOs’ and all other executive officers’ base salaries for the next 12 months; and (ii) consider and approve any equity incentive compensation. For a discussion of the criteria used by the Committee to evaluate the performance of NEOs in 2009, see “Compensation Discussion and Analysis — How and Why Executive Compensation Decisions Were Made.”

          Management’s Role in Determining Executive Compensation

          The Committee usually discusses with, and takes into consideration the recommendation of, the Chief Executive Officer concerning the annual evaluation of the NEOs and other executive officers, except for matters related to the Chief Executive Officer’s own evaluation and compensation. The Chief Executive Officer has a role in determining executive compensation because he evaluates employee performance, recommends performance goals and objectives, and recommends salary levels, bonuses and incentive awards of executive officers and the NEOs, other than himself.

          Compensation Consultant

          The Committee’s charter enables the Committee to retain independent consulting firms to assist in the evaluation of the NEOs’ and all other executives officers’ compensation, and provides the Committee with the sole authority to approve the consulting firm’s fees and other retention terms. In the first quarter of fiscal 2008, the Committee retained Radford Surveys and Consulting (“Radford”) to provide information concerning the compensation practices of companies within the semiconductor industry of comparable size to the Company.

          Comparable Companies and Benchmarking

          The Committee referred to the 2008 Executive Compensation Competitive Assessment (the “Survey”) prepared by Radford when the Committee reviewed and approved executive compensation for 2008 and 2009. The Committee intends to update the Survey every three years with the assistance of Radford or another comparable consulting firm. The Committee’s reason for revising the Survey every three years as opposed to every year is because the Committee does not believe that the executive compensation benchmark or the comparable companies (“Peer Group”) are likely to have significant changes every one or two years.

          Radford selected the members of the Peer Group based on comparable revenues and position in the semiconductor industry. The Peer Group was composed of publicly traded companies in the United States in the semiconductor industry with annual revenue ranging from $200 million to $1.5 billion. At the request of the Committee, Radford also provided the executive compensation data of five additional companies that did not fit within this annual revenue range. These five companies were Texas Instruments Incorporated, Cypress Semiconductor Corporation, Fairchild Semiconductor Incorporated, ON Semiconductor Corporation and STMicroelectronics N.V. Radford, however, did not include these five companies in the Survey.

          The Survey compared the compensation paid to the following seven executive officers of the Company with those occupying similar positions in the 25 companies in the Peer Group: Chief Executive Officer; Chief Financial Officer; Senior Vice President, Operations; Senior Vice President, Sales and Marketing; Vice President, Corporate Administration; Vice President, Discrete Products; and Vice President, Analog Products. Since the date of the Survey, the Company has expanded its executive officers to include a Senior Vice President, Business Development, a Europe President and Vice President, Europe Sales and Marketing, and a Vice President, Finance and Investor Relations.

          The Peer Group consisted of the following:

Applied Micro Circuits Corporation		Conexant Systems, Inc.		Cree, Inc.
DSP Group, Inc.		Integrated Device Technology, Inc.		Integrated Silicon Solution, Inc.
International Rectifier Corporation		Intersil Corporation		IXYS Corporation
Lattice Semiconductor Corporation		Linear Technology Corporation		Micrel, Incorporated
Microchip Technology Incorporated		Microsemi Corporation		OmniVision Technologies, Inc.
PMC-Sierra, Inc.		RF Micro Devices, Inc.		Semtech Corporation
Silicon Image, Inc.		Silicon Laboratories Inc.		Silicon Storage Technology, Inc.
Skyworks Solutions, Inc.		Standard Microsystems Corporation		TriQuint Semiconductor, Inc.
Zoran Corporation

          The Survey compared the base salary, target bonus, target total cash, long-term incentive value, and total direct compensation of each of the Company’s seven executive officers to the amounts given for the most comparable position in the Peer Group. The Survey recognized that the Company had two senior finance positions that shared the responsibilities of the Chief Financial Officer of the Company and, therefore, discounted the compensation for both senior finance positions by 15%. Target total cash is defined as the sum of base salary plus target bonus. Long-term incentive value is defined as the sum of the value of stock option or restricted stock unit grants. Total direct compensation is defined as the sum of target total cash plus long-term incentive value.

          The results of the Survey showed that:

	•		Base salary for each of the Company’s executive officers was less than the 25th percentile of the Peer Group;
	•		Target bonus for each of the Company’s executive officers was above the 75th percentile of the Peer Group;
	•		Target total cash for each of the Company’s executive officers was above the 50th percentile of the Peer Group;
	•		Long-term incentive value for each of the Company’s executive officers was equal to the 50th percentile of the Peer Group; and
	•		Total direct compensation for each of the Company’s executive officers was equal to the 50th percentile of the Peer Group.

          The Survey also compared the companies in the Peer Group as to the number of employees, revenues, net income, stock price, total common shares outstanding and market capitalization. The Survey showed that among the companies in the Peer Group, the Company ranked:

	•		In the top quarter for the amount of trailing twelve-month net income; and
	•		In the top half for market capitalization.

          The Survey concluded that the Company’s executive compensation was in line with the Company’s executive compensation philosophy. Therefore, the Committee will continue its current executive compensation program with adjustments in subsequent years, if necessary, to reflect changes in the compensation paid by members of the Peer Group.

Elements of Named Executive Officer Compensation

     During 2009, the Company’s compensation for NEOs consisted of the components listed in the below table, which provides a brief description of the principal elements of compensation, how performance is factored into each element of compensation, and the primary objectives served by each element of compensation. A description of each of these elements is discussed in more detail in “Compensation Discussion and Analysis — How and Why Executive Compensation Decisions Were Made” below.

2009 Principal Elements of Compensation for NEOs

				Performance		Primary
Element		Description		Considerations		Objectives
Base Salary		•   Fixed cash payment with annual adjustment		•   Based on workload, areas of responsibilities, experience and individual performance		•   Recognize career experience and individual performance •   Provide basic compensation
Bonus		•   Discretionary cash incentive(1)		•   Amount of award based on the workload, areas of responsibilities and contributions made to the achievement of the Company’s performance		•   Attract and retain talent •   Promote and reward contributions made by executive officers to the achievement of Company’s performance
Equity Awards (2)		•   Stock options •   Restricted stock awards (“RSAs”)		•   Value of equity awards directly linked with long- term performance of the Company		•   Align interests of the executive officers with stockholder interests •   Attract and retain talent
		•   Restricted stock units (“RSUs”)
Additional Benefits and Perquisites		•   Automobile allowance •   Deferred compensation plan		•   Not applicable		•   Provide reasonable security to allow executive officers to perform at their best
		•   Employee assistance program				•   Provide competitive benefits and perquisites to executive officers
		•   Health, dental, vision, life, accidental death and dismemberment, business travel accident, and long-term and short- term disability insurance				•   Promote health and well being of executive officers
		•   Retirement plans
		•   Health club membership discount

          The Committee favors compensating executive officers of the Company in the form of bonuses and equity awards rather than in the form of base salaries so as to more closely align the interests of the Company with the interests of stockholders. The Committee does not allocate between cash and non-cash compensation and between short-term and long-term compensation based on specific percentages. Instead, the Committee believes that the total compensation package for each executive officer of the Company should be generally in line with the prevailing market.

          The following table shows all compensation elements as percentages of total compensation for each NEO for fiscal 2009:

																Additional
																Benefits and
								Bonus				Equity Awards(1)				Perquisites				Total
Name		Title		Base Salary (%)				(%)				(%)				(%)				(%)
Keh-Shew Lu		President and Chief Executive Officer			10.6				24.0				64.4				1.0				100
Richard D. White		Chief Financial Officer, Treasurer and Secretary			16.1				28.3				52.7				2.9				100
Mark A. King		Senior Vice President, Sales and Marketing			19.7				26.2				51.1				3.0				100
Joseph Liu		Senior Vice President, Operations			23.4				27.0				48.2				1.5				100
Edmund Tang		Vice President, Corporate Administration			22.2				31.3				44.2				2.1				100
Carl C. Wertz		Vice President, Finance and Investor Relations			34.6				20.4				40.9				4.1				100

How and Why Executive Compensation Decisions Were Made

          When making individual compensation decisions for NEOs, the Committee takes many factors into account, including the executive officer’s experience, responsibilities, management abilities and job performance, the performance of the Company as a whole, current market conditions and competitive pay for similar positions at comparable companies. These factors are considered by the Committee in a subjective manner without any specific formula or weighting.

          For fiscal 2009, the major factors that influenced the Committee’s executive compensation decisions for NEOs were:

	•		The Company’s 2009 financial performance, including, but not limited to, the growth in the Company’s served available market (“SAM”), revenue and net income for fiscal 2009 compared to fiscal 2008, and profit fall-through; and
	•		Executive retention.

          Both factors will also be major considerations in the Committee’s executive compensation decisions for NEOs for fiscal 2010.

          Base Salaries

          In line with the Committee’s compensation philosophy, executive officers receive a relatively small portion of their total compensation in the form of base salaries. The Survey showed that the executive officers’ base salaries are generally less than the 25th percentile of the base salaries paid to officers with comparable duties by similar size companies in the semiconductor industry.

          In determining the executive officers’ base salaries, the Committee considers each executive officer’s scope of responsibility, level of experience, individual performance, and past and potential contribution to the Company’s business, as well as the Company’s performance and the current year’s change in the cost of living. The Committee did not assign any particular formula or weight to the foregoing factors. To ensure that the base salaries are adequate, the Committee also periodically reviews independent surveys of executive compensation, such as the Survey, and compares the executive officers’ base salaries to amounts paid to officers with comparable duties by similar size companies in the semiconductor industry. In addition, the Committee discusses and takes into consideration the recommendation of the Chief Executive Officer regarding each executive officer’s base salary, other than the Chief Executive Officer’s own base salary.

          In fiscal 2009, the Committee made the decision not to increase the base salaries of the NEOs and other executive officers because the Committee anticipated that the worldwide economic downturn that was still ongoing during 2009 would have an adverse effect on the overall performance of the Company in 2009 and, therefore, sought to conserve cash and align the interests of the executive officers with those of the stockholders by freezing the base salaries of the NEOs and all other executive officers.

          Bonuses

          The Committee believes that bonuses should be a component of the total compensation of the executive officers to specially reward executive officers at the year-end and occasionally during the first quarter of the next year for their performance to further the Company’s revenue growth and the Company’s actual profitability. Each of the NEOs is eligible to receive bonuses in the discretion of the Committee.

          The Committee first determines the executive bonus pool at the beginning of each fiscal year and then allocates the executive bonus pool among the executive officers at the end of each fiscal year.

          The aggregate amount of the executive bonus pool for 2009 was based on a calculation, which compares the Company’s revenue growth to the growth of the Company’s SAM and the Company’s actual profitability to the Company’s calculated profitability based on a profit-fall through factor. If the 2009 executive bonus pool were less than 80% of the 2008 executive bonus pool, no bonuses would be paid to any executive officer of the Company.

          At the end of 2009, the Committee in its discretion allocated the executive bonus pool among the executive officers based on the workload and areas of responsibilities of each executive officer during 2009 and the Committee’s assessment of the contributions made by each executive officer to the achievement of the Company’s performance, all as more completely described below for each NEO. For 2009, the executive bonus pool was $3,326,768, of which the Committee awarded $2,482,000 to executive officers, including $1,982,000 to the NEOs.

          The following table shows each NEO’s share of the executive bonus pool for 2008 and 2009 and the percentage change in such bonuses from 2008 to 2009:

		2008 Bonus				2009 Bonus				Percent Change
Name		($)				($)				(%)
Keh-Shew Lu			763,114				780,000				2.2
Richard D. White			265,082				300,000				13.2
Mark A. King			281,147				286,000				1.7
Joseph Liu			310,000				286,000				-7.7
Edmund Tang			216,885				230,000				6.0
Carl C. Wertz			170,000				100,000				-41.1
Total			2,006,228				1,982,000				-1.2

          Dr. Lu received a 2009 bonus of $780,000, which is 2.2% greater than his previous year’s bonus. The Committee in its discretion determined Dr. Lu’s 2009 bonus after considering the following factors: the Company’s 2009 performance and objectives; Dr. Lu’s individual performance; the allocation between the cash and non-cash components of his executive compensation; internal pay equity among executive officers; and the Survey. Dr. Lu quickly recognized the severity of the worldwide economic downturn commencing in late 2008. As the downturn continued into 2009, he took decisive measures to reduce costs and maintain cash in the Company, including the following actions: minimized idle manufacturing capacity costs; significantly reduced capital authorizations; reduced the Company’s inventory levels; cancelled the Company’s credit line in the United States to reduce the Company’s cost of funds; implemented strict cost controls and reduced manufacturing process and raw material costs; reduced selling, general and administrative expense through further worldwide workforce reduction, mandatory time-off for the Company’s United States operations, bonus reduction, employee compensation and hiring freezes; and aggressively implemented the restructuring and consolidation of Zetex. At the same time, Dr. Lu utilized this economic downturn to improve the Company’s financial position by repurchasing a significant portion of the Company’s $230 million 2.25% Convertible Senior Notes at heavily discounted values. Overall, Dr. Lu was able to maintain positive cash flow from operations for each quarter of 2009 and for the entire fiscal 2009. Under Dr. Lu’s leadership, the Company’s 2009 revenue grew nearly 0.4% to $434.4 million, compared to $432.8 million in year 2008. Furthermore, the Company’s profit after tax remained positive for fiscal 2009 and for the 19th consecutive year. As the worldwide economic situation improved in the second half of 2009, Dr. Lu then positioned the Company for further growth. In the second half of 2009, Dr. Lu secured credit facilities of up to $20 million with Bank of America, N.A. for the Company’s operations in North America and Europe. Dr. Lu also secured a further agreement with UBS AG to increase the “no net cost” loan to the Company up to the full value of the Company’s auction rate securities with UBS AG. Despite these accomplishments, the Committee approved only modest increases in the 2009 bonuses of Dr. Lu and most of the Company’s executive officers as part of the cash conservation effort for the benefit of the Company and its stockholders. The Committee approved a 2.2% increase in Dr. Lu’s 2009 bonus, compared to his 2008 bonus.

          Mr. White received a 2009 bonus of $300,000, which is 13.2% higher than his previous year’s bonus. The Committee’s decision to modestly increase Mr. White’s 2009 bonus amount was mainly due to the fact that Mr. White officially assumed the positions as the Company’s Chief Financial Officer, Treasurer and Secretary in 2009, the continued shift of the day-to-day management and operational responsibilities of these positions from Mr. Wertz, and the relatively flat overall performance of the Company in 2009 compared to 2008.

          Mr. King received a 2009 bonus of $286,000, which is 1.7% higher than his previous year’s bonus. The Committee’s decision to make a modest increase to Mr. King’s 2009 bonus was mainly due to the continued economic downturn worldwide and the relatively flat performance of the Company during 2009, particularly in the Company’s operations in North America, compared to the overall performance of the Company in 2008, including its North America performance in 2008.

          Mr. Liu received a 2009 bonus of $286,000, which is 7.7% lower than his previous year’s bonus. The Committee’s decision to decrease Mr. Liu’s 2009 bonus and the percentage of the decrease in Mr. Liu’s 2009 bonus were mainly due to the relatively flat performance of the Company’s overall operations in 2009 compared to 2008, as well as the continued shift of Mr. Liu’s responsibilities, in the area of semiconductor product assembly and product package manufacturing and testing, to other executive officers in the Company.

          Mr. Tang received a 2009 bonus of $230,000, which is 6% higher than his previous year’s bonus. The Committee’s decision to modestly increase Mr. Tang’s 2009 bonus and the percentage of the increase in Mr. Tang’s 2009 bonus was mainly due to the expansion of his responsibility in managing the manufacturing capacity at the Company’s U.S. wafer fabrication facility, as well as the relatively flat performance of the Company in 2009 compared to 2008.

          The Committee substantially reduced Mr. Wertz’s 2009 bonus, compared to his 2008 bonus, mainly due to the fact that Mr. White assumed the positions and the responsibilities as the Company’s Chief Financial Officer, Treasurer and Secretary in 2009, the continued shift of Mr. Wertz’s day-to-day management and operational responsibilities to Mr. White, and the relatively flat overall performance of the Company in 2009 compared to 2008.

          Fiscal 2010 Executive Bonus Pool

          At the beginning of 2010, the Committee decided to use the same formula used in 2009 for determining the executive bonus pool. At the end of 2010, the Committee in its discretion will allocate the executive bonus pool among the executive officers based on the workload and areas of responsibilities of each executive officer during 2010 and the Committee’s assessment of the contributions made by each executive officer to the achievement of the Company’s performance.

          Equity Awards

          The Committee believes that equity awards should be a significant component of the total compensation of the executive officers to align executive officers’ compensation to the Company’s long-term performance and to encourage executive officers to make value-enhancing decisions for the benefit of stockholders. Each of the NEOs is eligible to receive equity awards. Historically, equity awards have been delivered primarily in the form of stock options; however, since the mid-2000s, RSUs have also been granted from time to time to encourage long-term retention.

          Under the Company’s 2001 Incentive Plan, the Company may grant any type of equity award whose value is derived from the value of the Common Stock of the Company, including shares of Common Stock, stock options, stock appreciation rights and RSUs.

          The Committee’s policy is to award stock options and RSUs annually in recognition of each executive officer’s current and potential contributions to the Company. The exercise price of stock options granted to date has been no less than the fair market value of the Common Stock of the Company as of the date of grant. To encourage retention, stock options and RSUs generally vest in four equal annual installments on the first four anniversary dates of the date of grant. Decisions made by the Committee regarding the timing and size of subsequent awards take into consideration the Company’s and the individual’s performance, allocation between cash and non-cash components of the executive compensation, and the size, term and value of awards made in prior years.

          The following table shows the number of shares subject to stock options granted in 2008 and 2009 to each NEO, and the percentage change in such shares between 2008 and 2009:

		2008				2009				Percent Change
Name		(#)				(#)				(%)
Keh-Shew Lu			111,000				222,000				100
Richard D. White			15,000				45,000				200
Mark A. King			25,000				45,000				80
Joseph Liu			26,000				40,000				53.8
Edmund Tang			12,000				24,000				100
Carl C. Wertz			12,000				14,000				16.7
Total			201,000				390,000				94

          The following table shows the number of shares subject to RSUs granted in 2008 and 2009 to each NEO, and the percentage change in such shares between 2008 and 2009:

		2008				2009				Percent Change
Name		(#)				(#)				(%)
Keh-Shew Lu			—				—				—
Richard D. White			3,800				9,000				136.8
Mark A. King			4,500				9,000				100
Joseph Liu			5,000				9,000				80
Edmund Tang			3,000				6,600				120
Carl C. Wertz			3,000				4,600				53.4
Total			19,300				38,200				97.9

          As discussed previously, the total compensation of the executive officers is significantly influenced by the cash bonuses and equity awards. In determining equity awards in 2009, the Committee took particular notice of the fact that, notwithstanding the Company management’s aggressive response to the worldwide economic downturn, the Committee made no changes to the executive officers’ salaries and made relatively minor adjustments to the executive officers’ 2009 executive bonuses. The Committee also noted that the economic downturn had significantly lowered the Company’s stock value, which affected all executive officers’ past and present equity compensation. The Committee, therefore, granted larger equity awards in 2009 than 2008 to all of the Company’s executive officers to compensate for the reduced value of the Company’s stock.

          In 2009, Dr. Lu received a stock option grant for 222,000 shares with a grant date fair value of $2,086,800 for leading the Company through the economic downturn and positioning the Company for future growth. The Committee determined Dr. Lu’s fiscal 2009 equity award after reviewing his performance, his overall compensation, the Company’s performance, the size, term and value of stock options and RSUs granted in prior years and the Company’s stock performance.

          Similarly, the Committee determined all other NEO’s equity awards after reviewing each NEO’s personal performance, each NEO’s overall compensation, the Company’s performance, the Company’s stock performance, and the size, term and value of the stock options and RSUs awarded to each NEO in prior years. The Committee believes that all NEOs have made contributions in each area of his responsibilities during fiscal 2009, under Dr. Lu’s leadership, to continue the profitability and the growth of the Company for its stockholders.

          As discussed in the previous section on “Bonuses,” the Committee acknowledged that Mr. White officially assumed the positions and responsibilities as the Company’s Chief Financial Officer, Treasurer and Secretary in 2009, and the continued shift of the day-to-day management and operational responsibilities from Mr. Wertz. The Committee also recognized the relatively flat overall performance of the Company in 2009 compared to 2008. The Committee, however, for reasons previously mentioned, increased the number of shares subject to stock options and RSUs granted in 2009 to Mr. White by 200% and 136.8%, respectively, compared to his previous year’s grants.

          As discussed above, the Committee’s decision to modestly increase Mr. King’s 2009 bonus was mainly based on the continued worldwide economic downturn and the relatively flat performance of the Company, particularly the performance of the Company’s operations in North America, in 2009, compared to the overall performance of the Company, including its North America performance, in 2008. The Committee, however, for reasons previously mentioned, increased the number of shares subject to stock options and RSUs granted in 2009 to Mr. King by 80% and 100%, respectively, compared to his previous year’s grants.

          As discussed above, the Committee’s decision to decrease Mr. Liu’s 2009 bonus was mainly based on the relatively flat performance of the Company’s overall operations in 2009 compared to 2008, as well as the continued shift of Mr. Liu’s responsibilities, in the area of semiconductor product assembly and product package manufacturing and testing, to other executive officers in the Company. The Committee, however, for reasons previously mentioned, increased the number of shares subject to stock options and RSUs granted in 2009 to Mr. Liu by 53.8% and 80%, respectively, compared to his previous year’s grants.

          As discussed above, the Committee’s decision to modestly increase Mr. Tang’s 2009 bonus was mainly due to the expansion of his responsibility in managing the manufacturing capacity at the Company’s U.S. wafer fabrication facility, as well as the relatively flat performance of the Company in 2009 compared to 2008. The Committee, however, for reasons previously mentioned, increased the number of shares subject to stock options and RSUs granted in 2009 to Mr. Tang by 100% and 120%, respectively, compared to his previous year’s grants.

          As discussed in the previous section on “Bonuses,” Mr. Wertz’s compensation substantially decreased as a result of Mr. White officially taking over Mr. Wertz’s positions and responsibilities as the Company’s Chief Financial Officer, Treasurer and Secretary in 2009, the continued shift of Mr. Wertz’s day-to-day management and operational responsibilities for these positions from Mr. Wertz, and the relatively flat performance of the Company in 2009 compared to 2008. The Committee, however, for reasons previously mentioned, increased the number of shares subject to stock options and RSUs granted in 2009 to Mr. Wertz by 16.7% and 53.4%, respectively, compared to his previous year’s grants.

          Additional Benefits and Perquisites

          NEOs and certain other executive officers are entitled to reimbursement for all reasonable and documented business expenses and paid vacation in accordance with the Company’s policies. NEOs are also provided additional executive benefits and perquisites. For fiscal 2009, the Company provided the following benefits and perquisites to the NEOs:

Executive Benefits		Description		Who Qualifies
Automobile Allowance		•   $1,300 per month for the President and Chief Executive Officer		Some NEOs
		•   $1,000 per month for some NEOs
Health Insurance		•   Corporate group insurance		All NEOs
Dental Insurance		•   Corporate group insurance		All NEOs
Vision Insurance		•   Corporate group insurance		All NEOs
Employee Assistance Program		•   Corporate employee assistance program		All NEOs
Retirement Plans		•   401(k) Plan matching contributions of $1 for every $2 contributed by the participant up to 6% (3% maximum matching) of the participant’s eligible payroll (subject to IRS regulations)		All NEOs
		•   Discretionary 401(k) contribution, the amount of which is to be determined each year. For 2009, no discretionary 410(k)contributions were made.
Deferred Compensation Plan		•   Defer receipt of a portion of salary, cash bonus, equity or other specified compensation		All NEOs
		•   Discretionary contribution made by the Company. For 2009, no discretionary contributions were made.
Life Insurance		•   Corporate group life insurance in the amount of $700,000		All NEOs
Accidental Death and Dismemberment		•   Insured in the amount of $700,000		All NEOs
Business Travel Accident Insurance		•   $1,000,000 for accidental death and dismemberment		All NEOs
		•   $500,000 for permanent total disability
		•   $500 per week for up to 52 weeks of accident total disability
Short-Term Disability Insurance		•   After elimination period of 30 days, 60% of weekly earnings are paid to a maximum of $1,250 per week		All NEOs
Long-Term Disability Insurance		•   After elimination period of 180 days, 66-2/3% of basic monthly earnings to a maximum of $15,000 per month		All NEOs
Health Club Membership		•   Corporate discount		All NEOs

          The additional benefits and perquisites provided to NEOs for fiscal 2009 accounted for a nominal amount of the NEO’s total compensation. The Committee believes that these benefits and perquisites are consistent with the Committee’s philosophy to provide a competitive compensation package.

          Post-Termination and Change in Control Payments

          The Committee believes that a change in control transaction would create uncertainty regarding the continued employment of the Company’s executive officers. This is because many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage the Company’s executive officers to remain employed with the Company during an important time when their continued employment in connection with, or following, a transaction is often uncertain, and to help keep the Company’s executive officers focused on Company business rather than on their personal financial security, the Committee believes that providing certain of the Company’s executive officers with severance benefits upon certain terminations of employment following an actual or potential change of control transaction, is in the best interests of the Company and its stockholders.

          Dr. Lu entered into his current employment agreement with the Company on September 22, 2009. In the event his employment terminated by (a) the Company other than for “cause” (as defined), or (b) him for “good reason” (as defined), (i) the Company shall continue to pay or provide him the annual base salary during the period commencing on the effective date of such termination and ending on the first anniversary of such effective date, (ii) the Company shall pay him any amount payable under any executive bonus plan for the fiscal year in which such termination occurs, prorated to the date of the termination, (iii) the Company shall provide him continued participation in any group health plan or medical reimbursement plan on the terms existing on the date of termination for the period commencing on the effective date of such termination and ending 18 months thereafter, and (iv) all share-based compensation previously granted to him (including, but not limited to, all stock options, stock appreciation rights, restricted stock units and stock grants) shall continue to be governed by the applicable award agreement. However, if Dr. Lu’s employment is terminated either by the Company other than for “cause” (as defined) or by Dr. Lu for “good reason” (as defined) and if Dr. Lu then obtains a new employment within one year from the date of his employment termination with the Company, the annual based salary payable by the Company to Dr. Lu shall be reduced by any amount received by him during such one year from his new employment. In the event that Dr. Lu’s employment is terminated by (a) the Company for “cause” (as defined) or (b) him other than for “good reason” (as defined), (i) the Company shall promptly pay or provide to him the annual base salary, prorated through the date of termination and (ii) the Company shall pay him any amount payable under any executive bonus plan for the fiscal year in which such termination occurs, prorated to the date of the termination.

          The Committee has not provided for a lump sum payment upon termination of Dr. Lu because the Committee believes that Dr. Lu’s post termination and change in control payments are negotiated in the best interest of the Company.

          Messrs. Wertz, Liu and King entered into their current employment agreements with the Company on August 29, 2005. In the event employment is terminated by the Company without “cause” (as defined), the executive either may (a) commence a one-year paid leave of absence, or (b) forego such leave of absence and the benefits associated therewith. If the executive chooses to commence the leave of absence, the executive will, during that one year, continue as a full-time employee, entitled to receive all the benefits provided under the employment agreement. At the end of the leave of absence, the executive will continue to receive his base salary for one year, and all share-based compensation previously granted will continue to vest. The executives are subject to non-competition and non-solicitation provisions during the leave of absence and for one year after the end of the leave of absence. Upon a change in control, all share-based compensation granted to the executive shall vest immediately and be exercisable for the full term thereof. If the executive chooses to forego such leave of absence, the vesting of any options or restricted stock awards awarded to the executive and his ability to exercise them, upon termination will be governed by the terms of the 2001 Incentive Plan and his stock option agreements.

          Upon termination or a change in control, the vesting of Messrs. Wertz, Liu and King’s stock options and ability to exercise such options will be governed by the terms of the 2001 Incentive Plan and their stock option agreements. The 2001 Incentive Plan generally provides that upon a change in control, all stock awards then outstanding shall vest immediately. For a further description of these arrangements, see “Executive Compensation — Potential Payments Upon Termination or Change in Control.”

          The Committee has not provided for a lump sum payment upon termination of Messrs. Wertz, Liu and King, as the Committee believes that by providing Messrs. Wertz, Liu and King with an option to commence a one-year leave of absence upon termination, the Company has the ability to work with each such executive to transition his duties and responsibilities in a productive manner. The Committee believes that these post-termination and change in control arrangements are an important part of overall compensation for the Company’s NEOs because these arrangements help to secure the continued employment and dedication of Messrs. Wertz, Liu and King, notwithstanding any concern that they might have regarding their own continued employment prior to or following a change in control.

Tax and Accounting Implications

          Deductibility of Compensation

          Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “IRCode”), a public company generally will not be entitled to a deduction for non-performance-based compensation paid to an executive officer to the extent such compensation exceeds $1.0 million. Special rules apply for “performance-based” compensation, including the approval of the performance goals by the stockholders of the Company. The stockholders of the Company have approved each of the Company’s incentive plans for the purpose of qualifying those plans under Section 162(m). To qualify for deductibility under Section 162(m), the performance goals must be established no later than 90 days from the beginning of the performance period.

          Because the Committee retained discretion in the allocation of the executive bonus pool in 2009, the executive bonuses in 2009 were not “performance-based.” In order to maintain flexibility in compensating NEOs and other executive officers in a manner designed to promote the Company’s goals, the Committee reserves the right to award future compensation that may not comply with Section 162(m) if it concludes that this is in the Company’s best interests.

          Non-qualified Deferred Compensation

          On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to non-qualified deferred compensation arrangements. Under the employment agreement for Dr. Lu, in the event his employment is terminated by the Company other than for “cause” (as defined), or by him for “good reason” (as defined), his share-based compensation previously granted to him (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue to be governed by the applicable award agreement. Under the employment agreements for Messrs. Wertz, Liu and King, in the event employment is terminated by the Company, the executive may commence a one-year paid leave of absence. During the leave of absence, the executive’s options remain exercisable. At the end of the leave of absence, all share-based compensation previously granted shall continue to vest and shall remain exercisable for the full term thereof. The final rules on Section 409A of the IRCode were issued on April 10, 2007 and became effective on January 1, 2009. A more detailed discussion of the Company’s non-qualified deferred compensation arrangements is provided under the heading “Non-qualified Deferred Compensation.”

          Accounting for Share-Based Compensation

          The Company uses the Black-Scholes model to determine the fair value of stock options on the date of grant. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant.

Conclusion

          The Committee believes that the Company’s compensation program supports the Committee’s compensation objective to promote the continued profitability and growth of the Company for its stockholders. The Committee’s compensation philosophy to attract, retain and motivate executives is critical to the Company’s long-term growth and profitability.

          The Committee believes that for fiscal 2009, the total compensation for each of the NEOs is competitive compared with the total compensation for NEOs with comparable duties at other similar size companies in the semiconductor industry.

Report of the Compensation Committee

          The Report of the Compensation Committee of the Board shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE REPORT

          The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management, and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

EXECUTIVE COMPENSATION

          The table below summarizes the total compensation paid or earned by each NEO for the fiscal year ended December 31, 2009. The NEOs are each person who served as the Company’s principal executive officer or the Company’s principal financial officer during 2009 and the Company’s three other most highly compensated executive officers ranked by their total compensation in the table below (reduced by the amount in column (h)).

SUMMARY COMPENSATION TABLE

																								Change in
																				Non-Equity				Pension Value
																				Incentive				and Non-quali-
																				Plan				fied Deferred
												Stock				Option				Compen-				Compensation				All Other
Name and Principal				Salary				Bonus				Awards				Awards				sation				Earnings				Compensation				Total
Position		Year		($)				($) (2)				($) (1)				($) (1)				($) (2)				($)				($) (5)				($)
(a)		(b)		(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Keh-Shew Lu		2009			343,000				780,000				—				2,086,800				—				—				31,749				3,241,549
President and		2008			343,000				763,114				—				1,854,093				—				—				30,285				2,990,492
Chief Executive Officer		2007			326,000				953,892				—				1,670,124				—				—				43,230				2,993,246
Richard D. White (3)		2009			170,000				300,000				135,450				423,000				—				—				30,508				1,058,958
Chief Financial Officer,		2008			170,000				265,082				106,210				250,553				—				—				28,405				820,251
Secretary and Treasurer		2007			160,000				331,352				92,475				225,692				—				—				41,241				850,761
Mark A. King		2009			215,000				286,000				135,450				423,000				—				—				32,968				1,092,418
Senior Vice President,		2008			215,000				281,147				125,775				417,589				—				—				31,385				1,070,896
Sales and Marketing		2007			204,000				351,434				110,970				383,677				—				—				43,837				1,093,918
Joseph Liu		2009			248,000				286,000				135,450				376,000				—				—				15,628				1,061,078
Senior Vice President,		2008			248,000				310,000				139,750				434,292				—				—				24,712				1,156,754
Operations		2007			237,000				431,762				129,465				428,816				—				—				38,222				1,265,265
Edmund Tang		2009			163,000				230,000				99,330				225,600				—				—				15,748				733,678
Vice President, Corporate		2008			163,000				216,885				83,850				200,443				—				—				14,134				678,311
Administration		2007			155,000				271,106				73,980				180,554				—				—				27,150				707,789
Carl C. Wertz (4)		2009			170,000				100,000				69,230				131,600				—				—				20,294				491,124
Vice President, Finance		2008			170,000				170,000				83,850				200,443				—				—				28,011				652,304
and Investor Relations		2007			165,000				251,024				92,475				225,692				—				—				40,975				775,166

(Footnotes continued on following page)

(Footnotes continued from previous page)

				Auto				Medical				Retirement				Life and Disability
				Allowance				Insurance				Plans				Insurance				Total
Name		Year		($)				($)(1)				($)				($)(2)				($)(3)
Keh-Shew Lu		2009			15,600				5,681				7,350				3,118				31,749
		2008			15,600				4,666				6,900				3,118				30,285
		2007			15,600				4,261				20,250				3,118				43,230
Richard D. White		2009			12,000				8,415				7,350				2,744				30,508
		2008			12,000				6,762				6,900				2,744				28,405
		2007			12,000				6,285				20,250				2,706				41,241
Mark A. King		2009			12,000				10,705				7,350				2,912				32,968
		2008			12,000				9,490				6,900				2,995				31,385
		2007			12,000				8,817				20,250				2,770				43,837
Joseph Liu		2009			—				5,874				7,350				2,404				15,628
		2008			10,130				5,278				6,900				2,404				24,712
		2007			10,130				5,105				20,250				2,737				38,222
Edmund Tang		2009			—				5,681				7,350				2,717				15,748
		2008			—				4,666				6,750				2,717				14,134
		2007			—				4,212				20,250				2,687				27,150
Carl C. Wertz		2009			1,600				8,600				7,350				2,744				20,294
		2008			12,000				6,368				6,900				2,744				28,011
		2007			12,000				6,034				20,250				2,691				40,975

          The following table sets forth certain information with respect to grants of awards to the NEOs under the Company’s non-equity and equity incentive plans during 2009.

GRANTS OF PLAN-BASED AWARDS

																												All Other				All Other
																												Stock				Option
				Estimated Future Payouts																								Awards:				Awards:								Grant Date
				Under Non-Equity Incentive												Estimated Future Payouts												Number				Number of				Exercise or				Fair Value
				Plan Awards												Under Equity Incentive Plan												of Shares				Securities				Base Price				of Stock and
												Maxi-				Awards												of Stock				Underlying				of Option				Option
				Threshold				Target				mum				Threshold				Target				Maximum				or Units				Options (#)				Awards				Awards
Name		Grant Date		($)				($) (1)				($)				(#)				(#)				(#)				(#) (3)				(3)				($/Sh)				($) (2)
(a)		(b)		(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)				(k)				(l)
Keh-Shew Lu		—			—				763,114				—				—				—				—				—				—				—				—
		5/28/2009			—				—				—				—				—				—				—				222,000				15.05				2,086,800
Richard D. White		—			—				265,082				—				—				—				—				—				—				—				—
		5/28/2009			—				—				—				—				—				—				—				45,000				15.05				423,000
		5/28/2009			—				—				—				—				—				—				9,000				—				—				135,450
Mark A. King		—			—				281,147				—				—				—				—				—				—				—				—
		5/28/2009			—				—				—				—				—				—				—				45,000				15.05				423,000
		5/28/2009			—				—				—				—				—				—				9,000				—				—				135,450
Joseph Liu		—			—				310,000				—				—				—				—				—				—				—				—
		5/28/2009			—				—				—				—				—				—				—				40,000				15.05				376,000
		5/28/2009			—				—				—				—				—				—				9,000				—				—				135,450
Edmund Tang		—			—				216,885				—				—				—				—				—				—				—				—
		5/28/2009			—				—				—				—				—				—				—				24,000				15.05				225,600
		5/28/2009			—				—				—				—				—				—				6,600				—				—				99,330
Carl C. Wertz		—			—				170,000				—				—				—				—				—				—				—				—
		5/28/2009			—				—				—				—				—				—				—				14,000				15.05				131,600
		5/28/2009			—				—				—				—				—				—				4,600				—				—				69,230

Narrative to Summary Compensation Table and Plan-Based Awards Table

          Employment Agreements

          On September 22, 20009, the Company entered into an employment agreement with Dr. Lu pursuant to which he is entitled to (i) an annual base salary of $326,000, subject to such periodic increases, if any, as the Board may determine; (ii) a grant of 100,000 shares of the Common Stock of the Company on each of April 14, 2010, 2011, 2012, 2013, 2014 and 2015 on the terms and conditions set forth in the Stock Award Agreement described below; (iii) participate in any executive bonus plan sponsored by the Company; (iv) reimbursement of any and all reasonable and documented business expenses; (v) paid vacation in accordance with the vacation policy for employees in general; (vi) participate in all plans or programs sponsored by the Company for employees in general, including, but not limited to, participation in any group health plan, medical reimbursement plan, life insurance plan, pension and profit sharing plan, or stock option plan; (vii) a life insurance policy with a death benefit in an amount equal to that existing on the date of this employment agreement ($700,000), payable as directed by the employee; and (viii) a disability insurance policy in the maximum insurable amount. Employment is “at will” and may be terminated by either the Company or the employee at any time. This employment agreement also provides for payments upon termination and change in control, as described further under “Executive Compensation — Potential Payments Upon Termination or Change in Control.”

          On September 22, 2009, the Company and Dr. Lu also entered into a stock award agreement that provides that (i) the Company will grant Dr. Lu 100,000 shares of Common Stock on each of April 14, 2010, 2011, 2012, 2013, 2014 and 2015; (ii) each such installment would vest only if the Company achieved a specified amount of net sales; (iii) upon the termination of employment, the Company’s obligation to grant any subsequent installment would terminate; and (iv) any granted shares would be automatically forfeited and returned to the Company if employment is terminated before the Company achieves the specified amount of net sales, except in the case of death or Disability (as defined) in which case the granted shares would be fully vested on the date of death or Disability.

          On August 29, 2005, the Company entered into employment agreements with Messrs. Liu, King and Wertz, pursuant to which they are entitled to (i) an annual base salary (subject to increase from time to time in the discretion of the Board) of $248,000, $215,000, and $170,000, respectively, as adjusted for 2009; (ii) participate in any executive bonus plan; (iii) reimbursement for all reasonable and documented business expenses; (iv) paid vacation in accordance with the vacation policy for employees generally; (v) participate in all plans provided to employees in general; (vi) a life insurance policy in the amount in effect on the date of the agreement; and (vii) a disability insurance policy in the maximum insurable amount. Employment is “at will” and may be terminated by either the Company or the employee at any time. The employee (i) is prohibited from disclosing the Company’s trade secrets, engaging in any “competitive activity” (as defined) or soliciting the Company’s current or, in some cases, former employees or independent contractors, during his employment and for the two years following the beginning of the leave of absence described below under “Potential Payments Upon Termination or Change in Control” if his employment is terminated without “cause” (as defined), and (ii) acknowledges that all tangible items related to the Company are its exclusive property. The employment agreements also provide for payments upon termination and change in control, as described further under “Executive Compensation — Potential Payments Upon Termination or Change in Control.”

          Executive Bonus Plan

          For a description of the Company’s executive bonus plan, including the amount granted to NEOs in 2009 and 2008, and the methods for determining the executive bonus pool and allocating that pool among the executive officers, see “Compensation Discussion and Analysis — How and Why Executive Compensation Decisions Were Made — Bonuses.”

          1993 ISO Plan

          The 1993 ISO Plan provided for the grant of incentive stock options within the meaning of Section 422 of the IRCode, to purchase shares of the Company’s Common Stock. Options granted under the 1993 ISO Plan are not transferable, except by will or the laws of descent or distribution. A vested but unexercised option is normally exercisable for 90 days after termination of employment, other than by death or retirement. In the event of death, unvested options are accelerated to maturity. An option granted under the 1993 ISO Plan may not be priced at less than 100% of fair market value of the shares on the date of grant and expires ten years from the date of grant. As of the Record Date, 3,516,003 shares had been issued on the exercise of options granted, and 138,723 shares were subject to options outstanding, under the 1993 ISO Plan. The 1993 ISO Plan expired on May 10, 2003, and, therefore, no additional options can be granted under this plan.

          1993 NQO Plan

          The 1993 NQO Plan provided for the grant of options that do not qualify as incentive stock options under Section 422 of the IRCode to purchase shares of the Company’s Common Stock. Options granted under the 1993 NQO Plan may be exercised by the optionee during his or her lifetime or after his or her death by those who have inherited by will or intestacy. A vested but unexercised option is normally exercisable for 90 days after termination of employment, other than by death or retirement. In the event of death, unvested options are accelerated to maturity. The shares to be issued upon exercise of options under the 1993 NQO Plan require a three-year vesting period. An option granted under the 1993 NQO Plan may not be priced at less than 100% of fair market value on the date of grant and expires ten years from the date of grant. As of the Record Date, 6,164,094 shares had been issued on the exercise of options granted, and 204,210 shares were subject to options outstanding, under the 1993 NQO Plan. The 1993 NQO Plan expired on May 10, 2003, and, therefore, no additional options can be granted under this plan.

          2001 Omnibus Equity Incentive Plan

          General. The purpose of the 2001 Incentive Plan is to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the Company’s continued progress and, thereby, align participants’ and stockholders’ interests. Among other types of awards, stock options, stock awards, including restricted stock and restricted stock units, and cash awards, may be granted under the 2001 Incentive Plan. Options granted under the 2001 Incentive Plan may be either “incentive stock options,” as defined in Section 422 of the IRCode, or non-qualified stock options.

          As of the Record Date, 2,406,744 shares have been issued pursuant to awards granted under the 2001 Incentive Plan, 4,856,119 shares were subject to awards outstanding under the 2001 Incentive Plan, and 4,938,461 shares were available for issuance under awards that may be granted under the 2001 Incentive Plan.

          For information concerning the grant of awards during fiscal 2009 to the Named Executive Officers, the exercise of stock options, RSUs or RSAs during fiscal 2009 by the Name Executive Officers, and unexercised stock options, RSUs and RSAs held by the Named Executive Officers as of December 31, 2009, see “Executive Compensation — Grants of Plan-Based Awards,” “Executive Compensation — Option Exercises and Stock Vested” and “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End.” The 2001 Incentive Plan was last amended in 2009 during the 2009 annual meeting of stockholders.

          Administration. The 2001 Incentive Plan is administered by the Compensation Committee. Subject to the provisions of the 2001 Incentive Plan, the Compensation Committee has a wide degree of flexibility in determining the terms and conditions of awards and the number of shares to be issued pursuant thereto, including conditioning the receipt or vesting of awards upon the achievement by the Company of specified performance criteria. The expenses of administering the 2001 Incentive Plan are borne by the Company.

          Share Limit. The maximum total number of shares with respect to which aggregate stock awards may be granted (and maximum number of shares that may be issued pursuant to incentive stock options) is 10,883,217 shares. If awards granted under the 2001 Incentive Plan expire, are canceled or otherwise terminate without being exercised, the gross number of common shares not purchased pursuant to the award again becomes available for issuance under the 2001 Incentive Plan. Each issuance of shares, other than pursuant to stock options or stock appreciation rights, shall count as 1.52 shares against the maximum share issuance limit. With respect to the settlement of stock appreciation rights and the exercise of stock options, the gross number of shares subject to the settlement/exercise shall count against the maximum share issuance limit.

          Eligibility. Employees, directors and consultants of the Company or its subsidiaries are eligible to receive awards under the 2001 Incentive Plan although only employees can receive incentive stock option grants.

          Types of Awards. The 2001 Incentive Plan authorizes the Compensation Committee to enter into any type of arrangement with an eligible recipient that, by its terms, involves or might involve the issuance of Common Stock or any other security or benefit with a value derived from the value of Common Stock. Awards are not restricted to any specified form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload options, stock appreciation rights, restricted units, phantom stock, dividend equivalents, performance units or performance shares. An award may consist of one such security or benefit or two or more of them in tandem or in the alternative.

          Stock appreciation rights entitle a participant to receive a payment equal in value to the difference between the fair market value of a share of stock on the date of exercise of the stock appreciation right over the fair market value of a share on the date of grant of the stock appreciation right. The amount due the holder of a stock appreciation right may be paid in cash, in shares of common stock, or in a combination of both. Stock options and stock appreciation rights may not be repriced without the approval of the stockholders. In addition, the exercise price per share of Common Stock purchasable under a stock option may not be less than 100% of the fair market value of the Common Stock on the date of grant of such stock option.

          A restricted stock award is the grant of shares of common stock with a purchase price determined by the Compensation Committee (including zero), and which may be subject to a substantial risk of forfeiture until specific conditions or goals are met. Conditions may be based on continuing employment or achieving performance goals. A restricted unit is a bookkeeping entry that represents the equivalent of a share of our common stock. The amount due the holder of a restricted unit that has vested may be paid in cash, in shares of common stock, or in a combination of both.

          An award granted under the 2001 Incentive Plan may include a provision accelerating the receipt of benefits upon the occurrence of specified events, such as a change of control of the Company or a dissolution, liquidation, merger, reclassification, sale of substantially all of the property and assets of the Company or other significant corporate transactions.

          No incentive stock option may be granted under the 2001 Incentive Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined voting power of the Company or any affiliate of the Company, unless the option exercise price is at least one hundred and ten percent (110%) of the fair market value of the stock subject to the option on the date of the grant and the term of the option does not exceed five years from the date of the grant. In addition, the aggregate fair market value, determined at the time of the grant, of the shares of Common Stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year (under all such plans of the Company and its subsidiaries) may not exceed $100,000. As a result of the enactment of Section 162(m) of the IRCode, and to provide the Compensation Committee flexibility in structuring awards, the 2001 Incentive Plan states that in the case of stock options and stock appreciation rights, no person may receive in any year a stock option to purchase more than 337,500 shares (split adjusted) or a stock appreciation right measured by more than 337,500 shares (split adjusted).

          Amendment. Subject to limitations imposed by law, the Board may amend or terminate the 2001 Incentive Plan at any time and in any manner. However, no such amendment or termination may deprive the recipient of any award previously granted under the 2001 Incentive Plan or any rights thereunder without the recipient’s consent.

          Section 16(b). Pursuant to Section 16(b) of the Exchange Act, directors, certain officers and 10% stockholders of the Company are generally liable to the Company for repayment of any “short-swing” profits realized from any non-exempt purchase and sale of Common Stock occurring within a six-month period. Rule 16b-3, promulgated under the Exchange Act, provides an exemption from Section 16(b) liability for certain transactions by an officer or director pursuant to an employee benefit plan that complies with such rule. Specifically, the grant of an option under an employee benefit plan that complies with Rule 16b-3 will not be deemed a purchase of a security for purposes of Section 16(b). The 2001 Incentive Plan is designed to comply with Rule 16b-3.

          Term. The 2001 Incentive Plan was last amended by the Board and approved by stockholders of the Company on May 28, 2009. Awards may not be granted under the 2001 Incentive Plan after May 28, 2019, which is the date on which the 2001 Incentive Plan will terminate (although the 2001 Incentive Plan could be terminated earlier by the Board). However, any award that was duly granted on or prior to such date may thereafter be exercised or settled in accordance with its terms.

          Performance Goals. The business criteria on which performance goals are based under the 2001 Incentive Plan will be determined on a case-by-case basis, except that with respect to stock options and stock appreciation rights compensation is based on increases in the value of the Common Stock after the date of grant of award. Similarly, the maximum amount of compensation that could be paid to any participant or the formula used to calculate the amount of compensation to be paid to the participant if a performance goal is obtained will be determined on a case-by-case basis, except that in the case of stock options the maximum possible compensation will be calculated as the difference between the exercise price of the option and the fair market value of the Common Stock on the date of option exercise, times the maximum number of shares for which grants may be made to any participant. The Compensation Committee may use any one or more of the following performance criteria: (i) cash flow, (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings), (iii) earnings per share, (iv) growth in earnings or earnings per share, (v) stock price, (vi) return on equity or average stockholders’ equity, (vii) total stockholder return, (viii) return on capital, (ix) return on assets or net assets, (x) return on investment, (xi) revenue, (xii) income or net income, (xiii) operating income or net operating income, (xiv) operating profit or net operating profit, (xv) operating margin, (xvi) return on operating revenue, (xvii) market share, (xviii) contract awards or backlog, (xix) overhead or other expense reduction, (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index, (xxi) credit rating, (xxii) strategic plan development and implementation, (xxiii) improvement in workforce diversity or productivity, (xxiv) EBITDA, and (xxv) any other similar criteria.

          Change in Control. In the event of a change in control of the Company, all outstanding unvested awards shall generally become vested and exercisable provided, however, that if any payment under the 2001 Incentive Plan (alone or in conjunction with other payments) would otherwise constitute an “excess parachute payment” under Section 280G of the IRCode such payment shall be reduced or eliminated to the extent necessary to avoid deduction disallowance under Section 280G of the IRCode or the imposition of excise taxes under Section 4999 of the IRCode.

          Adjustments. If there is any change in the stock subject to the 2001 Incentive Plan or subject to any award made under the 2001 Incentive Plan (through merger, consolidation, reorganization, re-capitalization, stock dividend, dividend in kind, stock split, liquidating dividend, combination or exchange of shares, change in corporate structure or otherwise), the 2001 Incentive Plan and shares outstanding thereunder will be appropriately adjusted as to the class and the maximum number of shares subject to the 2001 Incentive Plan and the class, number of shares and price per share of stock subject to such outstanding awards as determined by the Compensation Committee to be equitable and appropriate subject to compliance with applicable law. In addition, the Compensation Committee may also make adjustments in the number of shares covered by, and the price or other value of any outstanding awards under the 2001 Incentive Plan in the event of a spin off or other distribution (other than normal cash dividends) of Company assets to stockholders.

          Section 162(m) Limitations. Section 162(m) of the IRCode generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Company’s Chief Executive Officer or any of the three other most highly compensated executive officers other than the Company’s Chief Financial Officer. Certain performance-based compensation is specifically exempt from the deduction limit if it otherwise meets the requirements of Section 162(m). One of the requirements for equity compensation plans is that there must be a limit to the number of shares granted to any one individual under the plan. Accordingly, the 2001 Incentive Plan provides that no person may be granted more than 337,500 shares (split adjusted) in any calendar year. In addition, the maximum amount payable for a performance unit grant for any calendar year cannot exceed $5 million. The 1993 ISO Plan, the 1993 NQO Plan and the 2001 Incentive Plan were clarified and amended on September 22, 2006 by the Board to provide that, in the event of a change in the capital stock of the Company (such as a stock dividend, stock split, re-capitalization, merger, consolidation, split-up, combination, exchange of stock or other form of reorganization), such proportionate adjustment will be made to each award under any such plan as may be necessary or appropriate, as determined by the Compensation Committee, to reflect that change in the capital stock.

          1969 Incentive Bonus Plan

          The Company’s 1969 Incentive Bonus Plan provides that the Board may fix a dollar value to an employee bonus and determine to pay such bonus in the form of shares of the Company’s Common Stock. The number of shares to be awarded to the employee is determined by dividing the dollar amount of the bonus by the fair market value of one share of Common Stock. The fair market value of one share of Common Stock shall be determined by the Board and shall be equal to the closing price of one share of Common Stock on the trading day the award is granted by the Board. The Board may also elect to grant shares of Common Stock to an employee. As a condition to receive any bonus payment approved by the Board, the employee must remain in full time employment of the Company through the date of the bonus payment. As of the Record Date, 879,750 shares of Common Stock had been issued, and 132,750 shares of Common Stock were available for issuance, under the 1969 Incentive Bonus Plan.

          401(k) Plan and Other Retirement Plans

          The Company maintains the 401(k) Plan for the benefit of qualified employees at the Company’s locations in the United States. Employees who participate in the 401(k) Plan may elect to make salary deferral contributions to the 401(k) Plan up to 100% of the employees’ eligible payroll subject to annual IRCode maximum limitations. The Company makes a matching contribution of $1 for every $2 contributed by the participant up to 6% (3% maximum matching) of the participant’s eligible payroll. In addition, the Company may make a discretionary contribution to the entire qualified employee pool, in accordance with the 401(k) Plan.

          As stipulated by the rules and regulations of the People’s Republic of China, the Company maintains a retirement plan with the local municipal government for the employees in China. The Company is required to make contributions to the retirement plan at a rate of 22.5% of the employee’s eligible payroll. Pursuant to the Taiwan Labor Standard Law and Factory Law, the Company maintains a retirement plan for the employees in Taiwan. The Company makes contributions at a rate of 6% of the employee’s eligible payroll.

          Defined Benefit Plan

          In connection with the acquisition of Zetex plc, the Company has adopted a contributory defined benefit plan that covers certain employees in the United Kingdom and Germany. The defined benefit plan is closed to new entrants and frozen with respect to future benefit accruals. The retirement benefit is based on the final average compensation and service of each eligible employee.

          The Company adopted a payment plan that Zetex had in place with the trustees of the defined benefit plan in which the Company will pay approximately £1.0 million GBP (approximately $1.6 million based on a USD:GBP exchange rate of 1.6:1) in March of every calendar year from 2009 through 2012.

          The following table sets forth certain information regarding equity-based awards held by each of the NEOs as of December 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards																						Stock Awards
																														Equity				Equity
										Equity																				Incentive Plan				Incentive Plan
										Incentive Plan																				Awards:				Awards:
										Awards:																				Number of				Market or
		Number of								Number of																				Unearned				Payout Value
		Securities								Securities																Market Value				Shares, Units				of Unearned
		Underlying				Number of Securities				Underlying																of Shares or				or Other				Shares, Units
		Unexercised				Underlying				Unexercised				Option								Number of Shares or				Units of Stock				Rights That				of Other Rights
		Options				Unexercised Options				Unearned				Exercise								Units of Stock That				That Have Not				Have Not				That Have Not
		(#)				(#) (1)				Options				Price				Option				Have Not Vested				Vested				Vested				Vested
Name		Exercisable				Unexercisable				(#)				($)				Expiration Date				(#) (1)				($)				(#)				($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Keh-Shew Lu (6)			43,875				—				—				8.1422				07/14/2014				—				—				—				—
			118,125				—				—				11.5333				04/14/2015				—				—				—				—
			88,593				29,532	(2)			—				22.2600				05/22/2016				—				—				—				—
			55,500				55,500	(3)			—				24.6600				05/31/2017				—				—				—				—
			27,750				83,250	(4)			—				27.9500				05/29/2018				—				—				—				—
			—				222,000	(5)							15.0500				05/28/2019				—				—				—				—
Richard D. White			11,250				3,750	(2)			—				27.7600				07/03/2016				1,125	(2)			303,089				—				—
			7,500				7,500	(3)			—				24.6600				05/31/2017				1,875	(3)			—				—				—
			3,750				11,250	(4)			—				27.9500				05/29/2018				2,850	(4)			—				—				—
			—				45,000	(5)			—				15.0500				05/28/2019				9,000	(5)
Mark A. King			34,442				—				—				7.0864				06/12/2010				1,313	(2)			325,295				—				—
			40,500				—				—				5.7955				08/01/2013				2,250	(3)			—				—				—
			40,500				—				—				8.1422				07/14/2014				3,375	(4)			—				—				—
			46,125				—				—				15.5422				07/12/2015				9,000	(5)			—				—				—
			20,250				6,750	(2)			—				22.2600				05/22/2016				—				—				—				—
			12,750				12,750	(3)			—				24.6600				05/31/2017				—				—				—				—
			6,250				18,750	(4)			—				27.9500				05/29/2018				—				—				—				—
			—				45,000	(5)			—				15.0500				05/28/2019				—				—				—				—
Joseph Liu			40,500				—				—				2.4652				07/30/2011				1,500	(2)			344,419				—				—
			50,625				—				—				2.5274				06/28/2012				2,625	(3)			—				—				—
			50,625				—				—				5.7955				08/01/2013				3,750	(4)			—				—				—
			50,625				—				—				8.1422				07/14/2014				9,000	(5)			—				—				—
			50,626				—				—				15.5422				07/12/2015				—				—				—				—
			22,500				7,500	(2)			—				22.2600				05/22/2016				—				—				—				—
			14,250				14,250	(3)			—				24.6600				05/31/2017				—				—				—				—
			6,500				19,500	(4)			—				27.9500				05/29/2018				—				—				—				—
			—				40,000	(5)			—				15.0500				05/28/2019				—				—				—				—
Edmund Tang			10,125				3,375	(2)			—				27.7600				07/03/2016				750	(2)			226,551				—				—
			6,000				6,000	(3)			—				24.6600				05/31/2017				1,500	(3)			—				—				—
			3,000				9,000	(4)			—				27.9500				05/29/2018				2,250	(4)			—				—				—
			—				24,000	(5)			—				15.0500				05/28/2019				6,600	(5)			—				—				—
Carl Wertz			12,042				—				—				7.0864				06/12/2010				1,125	(2)			201,039				—				—
			30,376				—				—				8.1422				07/14/2014				1,875	(3)			—				—				—
			34,875				—				—				15.5422				07/12/2015				2,250	(4)			—				—				—
			13,500				4,500	(2)			—				22.2600				05/22/2016				4,600	(5)			—				—				—
			7,500				7,500	(3)			—				24.6600				05/31/2017				—				—				—				—
			3,000				9,000	(4)			—				27.9500				05/29/2018				—				—				—				—
			—				14,000	(5)			—				15.0500				05/28/2019				—				—				—				—