On December 13, 2010, the Compensation Committee of the Board of Directors (the “Committee”) of Diodes Incorporated (the “Company”) approved the distribution of a cash bonus from the executive bonus pool to certain executive officers of the Company for their services rendered in 2010. For fiscal 2010, the aggregate amount of the executive bonus pool depends upon, among other factors, the amount by which (i) the Company’s revenue growth exceeded that of the Company’s serviceable area market (“SAM”) (with the market for discrete products weighted 80% and the market for analog products weighted 20%) and (ii) the Company’s net income exceeded that of the prior year indexed to the industry revenue growth.

     The Committee allocated the executive bonus pool among certain executive officers based on the workload and areas of responsibilities of each executive officer during 2010 and the Committee’s assessment of the contribution made by each executive officer to the achievement of the Company’s performance. For fiscal 2010, the executive bonus pool was estimated to be $4,311,772, of which the Committee awarded $3,315,000 (subject to adjustment). The Committee awarded the cash bonuses to the following named executive officers of the Company for services rendered in fiscal 2010:

     The Committee authorized the payment of 80% of the amounts awarded on or before December 31, 2010. The Company may pay the balance of the amounts awarded during the first quarter of the fiscal year 2011 to such executive officers conditioned upon a positive net profit for the fiscal year 2010 and after adjustment to reflect (i) the actual performance of the Company as reported on its audited financial statements for the fiscal year 2010 and (ii) the actual performance of the Company’s SAM (excluding Japan) for 2010 compared to 2009 as determined by WSTS, all subject to further adjustment(s) in the discretion of the Committee.