Consulting Agreement (“Agreement”), which shall be effective as of July 31,
2007, by and between DIODES, INCORPORATED (“DIODES”), and MR. M.K. LU (“M.K.”),
be referred to as a party (“Party”), or both may be collectively known as
is made with reference to the
is engaged in the business of manufacturing, marketing, and distributing a
of discrete and analog semi-conductor products;
is an expert in the development, manufacturing, distributing and marketing
discrete and analog semi-conductor products. M.K.’s expertise has been available
to DIODES during the time period M.K. served as a member of DIODES’ Board of
Directors beginning in 1995 and ending upon his retirement from the Board of
Directors on May 31, 2007.
wants to retain the ability to draw on M.K.’s expertise, even though M.K. is no
longer a member of the Board of Directors, and DIODES is desirous of entering
into this Agreement for the purposes of maintaining the ability of drawing
is willing to act as a consultant for DIODES and to impart his expertise to
DIODES on the terms and conditions set forth in this Agreement.
THEREFORE, BOTH PARTIES HEREBY AGREED AS FOLLOWS:
above Recitals are incorporated into this Agreement as though set forth in
hereby appoints M.K. as its consultant for the terms and conditions (“Terms”)
set forth in this Agreement. M.K. accepts such appointment on the Terms set
forth herein and agrees to accept consulting service assignments for
From time to time, DIODES will request M.K. to provide consulting services
the form of various projects, which will utilize the expertise of M.K., and
will undertake to complete such projects. In addition, M.K. may, from time
time, suggest to DIODES the need for certain projects utilizing his expertise
and shall act as a consultant to accomplish such projects after DIODES’s
approval. No consulting services shall be undertaken by M.K. without the express
consent of DIODES.
shall be compensated for his consulting services on an hourly basis in
accordance with the generally accepted hourly rate for professional consulting
services at the time the consulting services are performed. The Parties shall
agree upon a rate for the consulting services prior to M.K. undertaking a
project under this Agreement. DIODES shall also compensate M.K. for any
out-of-pocket expenses incurred in connection with the consulting services.
shall invoice DIODES for the consulting services on a monthly basis, and DIODES
shall pay all such invoices on a “net thirty (30)” day basis.
Agreement shall be effective as of July 31, 2007, for a one-year term ending
July 31, 2008. This Agreement shall be automatically renewed on a year-to-year
basis unless, within sixty (60) days of the expiration of any one (1) year
one Party gives notice to the other of its intention to terminate this Agreement
at the end of such one-year term. Such notice shall be communicated via e-mail.
M.K. has undertaken a project from DIODES, he alone shall determine the manner
in which the consulting services are performed and shall report back to DIODES
at the conclusion of the project. DIODES shall have no input as to the method
manner utilized by M.K. in performing the consulting services.
M.K., for the duration of this Agreement, shall be an independent contractor.
Nothing contained herein shall be deemed to cause this Agreement to create
agency, partnership, or joint venture between the Parties, and nothing in this
Agreement shall be interpreted as construing or creating or establishing a
relationship of employer and employee between the Parties. Unless otherwise
agreed upon by DIODES, the consulting services shall be performed personally
exclusively by M.K.
is understood that in connection with performing the consulting services, M.K.
may come into possession of certain Confidential Information belonging to
DIODES. M.K. agrees to keep this Confidential Information in the strictest
confidence and will not disclose it by any means to any third party not employed
by or affiliated with DIODES. Upon the completion of a project, M.K. shall
return any Confidential Information to DIODES.
This Agreement may not be assigned, nor the duties hereunder delegated, to
This Agreement shall automatically terminate upon the death of M.K. or upon
bankruptcy or insolvency of either M.K. or DIODES.
This Agreement shall be governed by and construed in all respects in accordance
with the laws of the State of California.
This Agreement constitutes the entire Agreement between the Parties and
supersedes all prior representations, proposals, discussions and communications,
whether oral or in writing. This Agreement may be amended or modified only
written document executed by the Parties hereto.
The Parties agree that any litigation to enforce or interpret this Agreement
be brought only in the appropriate Court in Ventura County, California. The
prevailing Party in any such litigation shall be entitled to recover its
reasonable attorneys’ fees.
|Dated: July 31, 2007
M. K. Lu