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                                                                    EXHIBIT 10.1


                  SECOND AMENDED EXECUTIVE EMPLOYMENT AGREEMENT


This Second Amended Executive Employment Agreement (the "Agreement") is entered
into by and between IXYS Corporation (the "Company"), a Delaware corporation,
and Nathan Zommer ("Executive"), effective as of February 1, 2004 (the
"Effective Date").

                                   WITNESSETH

WHEREAS, the Company and the Executive are parties to that certain First Amended
Executive Employment Agreement effective as of July 1, 1998, which is modified
and superseded by this Second Amended Executive Employment Agreement; and

WHEREAS, the Company desires to continue and extend the employment of Executive
under mutually satisfactory terms and conditions, and the Executive desires to
be employed by the Company, under the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.      EMPLOYMENT BY THE COMPANY. The Company hereby employs Executive to
render full-time services to the Company as its Chief Executive Officer.
Executive shall have responsibilities, duties and authorities that are
customarily associated with such position, and such duties that are assigned by
the Company's Board of Directors (the "Board"). The Executive acknowledges that
the Board may delegate to a committee of the Board any matter referred to in
this Agreement as being for the Board's determination.

2.      COMPENSATION, VACATION AND BENEFITS.

        2.1     The Company agrees to pay Executive an annual base salary in the
        amount of $480,000, payable every two weeks. The Executive shall be
        considered for an annual performance bonus on such terms and conditions
        as the Board shall determine in its sole discretion. The Executive's
        performance, and his base salary and bonus arrangement will be reviewed
        by the Board from time to time, as the Board determines in its sole
        discretion.

        2.2     Executive's paychecks will be distributed pursuant to ordinary
        business practice, and shall be subject to ordinary payroll deductions
        and tax withholdings. The Company also agrees to provide Executive with
        benefits consistent with Company policy for senior executives. Details
        about these benefits are set forth in the employee handbook and summary
        plan descriptions, copies of which have been provided to Executive.

        2.3     In addition to the benefits provided to Executive pursuant to
        subsections 2.1 and 2.2 hereof, the Company shall:

                (a)     pay, or reimburse Executive, for all reasonable costs of
                a yearly medical exam of Executive by a physician of his choice;






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                (b)     maintain term life insurance (without a buildup of
                equity) in the amount of $1,000,000 on the life of the Executive
                payable to such beneficiary or beneficiaries as Executive may
                designate from time to time;

                (c)     pay, or reimburse Executive, for the services of a
                personal tax and/or investment advisor, not to exceed $1,000 per
                year;

                (d)     provide Executive with a car of such make and model as
                Executive and Board shall agree is commensurate with Executive's
                position with the Company, including insurance for such car and
                reasonable maintenance thereof; provided, however, that
                Executive shall at all times (i) comply with all policies of the
                Company from time to time in effect with respect to the
                maintenance and operation of motor vehicles, and (ii) maintain a
                valid driver's license;

                (e)     provide Executive with up to 10 hours per month of bill
        paying and bookkeeping services in connection with the payment of the
        personal bills of Executive (but in no event shall the funds of the
        Company be used to pay the personal bills of Executive): and

                (f)     provide Executive with annual vacation during each year
        in an amount equal to the sum of (i) 15 working days and (ii) 1/2
        working day for each full year of service by the Executive at the
        Company after June 1, 2003.

3.      EMPLOYEE HANDBOOK. By signing this Agreement, Executive acknowledges
that he has received and read the Company's employee handbook. Executive agrees
to abide by all company policies and procedures. Notwithstanding the foregoing,
if there shall be any conflict between this Agreement and such employee
handbook, the terms of this Agreement shall govern.

4.      INCENTIVE BONUS.

        4.1     CHANGE OF CONTROL. For purposes of this Agreement, a "Change of
        Control" shall mean:

                (a)     any reorganization, consolidation or merger of the
                Company in which the Company is not the surviving corporation or
                pursuant to which shares of the Company's voting stock would be
                converted into cash, securities or other property, in either
                case other than a merger of the Company in which the holders of
                the Company's voting stock immediately prior to the merger have
                the same proportionate ownership of voting stock of the
                surviving corporation immediately after the merger;

                (b)     the sale, exchange or other transfer (in one transaction
                or a series of related transactions) to a third party not
                affiliated as of the date of this Agreement with the Company of
                at least a majority of the voting stock of the Company; or

                (c)     the sale, lease, exchange or other transfer (in one
                transaction or a series of related transactions) of all, or
                substantially all, of the assets of the Company.

        4.2     BONUS. In the event of a Change in Control during Executive's
        active employment hereunder, he shall be entitled to receive a cash
        bonus equal to three times



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        his then annual base salary, payable immediately after the closing of
        the transaction or the series of transactions effecting the Change of
        Control.

5.       TERMINATION OF EMPLOYMENT.

        5.1     TERM. The initial term of this Agreement is from the date hereof
        until January 31, 2007.

        5.2     COMPANY INITIATED TERMINATION.

                (a)     In the event the Company terminates Executive's
                employment without cause, but not for reasons of Disability or
                death, Executive shall receive as severance a one-time payment
                equal to one month of his then annual salary multiplied by the
                number of calendar years (a fraction of a year shall be paid on
                a prorated basis), but not to exceed a total of twelve months,
                of Executive's service with the Company, payable within fifteen
                (15) days of such termination. No other benefits or payments
                shall be provided.

                (b)     In the event Executive's employment is terminated at any
                time with cause, all of Executive's compensation and benefits
                will cease immediately, and Executive shall not be entitled to
                any severance benefits and all other benefits provided hereunder
                shall cease as of such termination. For purposes of this
                Agreement, "cause" shall mean (i) conviction of any felony or
                any crime involving moral turpitude or dishonesty; (ii)
                participation in a fraud or act of dishonesty against the
                Company; (iii) willful breach of the Company's policies; (iv)
                intentional damage to the Company's property; or (v) breach of
                this Agreement, the Proprietary Information Agreement, or any
                other agreements with the Company including, but not limited to
                agreements regarding confidentiality or proprietary information.
                Physical or mental disability shall not constitute "cause".
                Failure to accomplish corporate financial and management goals
                shall not constitute "cause".

                (c)     For purposes of this Agreement, "good reason" for
                voluntary termination shall mean: (i) reduction of Executive's
                rate of salary compensation as in effect immediately prior to
                the Change of Control; (ii) failure to provide a package of
                welfare benefit plans which, taken as a whole, provide
                substantially similar benefits to those in which Executive is
                entitled to participate immediately prior to the Change of
                Control (except that employee contributions may be raised to the
                extent of any cost increases imposed by third parties) or any
                action by the Company which would adversely affect Executive's
                participation or reduce Executive's benefits under any of such
                plans; (iii) change in Executive's responsibilities, authority,
                titles or offices resulting in diminution of position, excluding
                for this purpose an isolated, insubstantial and inadvertent
                action not taken in bad faith which is remedied by the Company
                promptly after notice thereof is given by Executive; (iv)
                request that Executive relocate to a worksite that is more than
                35 miles from his prior worksite, unless Executive accepts such
                relocation opportunity; (v) material reduction in duties; (vi)
                failure or refusal of the successor company to assume the
                Company's obligations under this Agreement; or (vii) material
                breach by the Company or any successor company of any of the
                material provisions of this Agreement.



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                (d)     In the event Executive suffers and continues to suffer a
                disability that renders him unable to perform the essential
                functions of his position, for three months within any six-month
                period ("Disability"), the Company shall, for twelve months
                commencing at the conclusion of such three-month period of
                disability, (i) continue to pay Executive his annual base salary
                and (ii) maintain life insurance in the manner and in the amount
                set forth in Section 2.3(b) (ii) hereof. If upon the conclusion
                of the twelve-month period, Executive remains unable to perform
                the essential functions of the job, or the Company has no
                suitable vacant position for him, Executive's employment shall
                be terminated.

                (e)     In the event of Executive's termination of employment
                hereunder either by the Company without cause, or by Executive
                for good reason, but not for reasons of Disability or death,
                within one year following a Change of Control, he shall be
                entitled to receive a cash payment equal to (i) three times his
                average total annual cash compensation, including base salary
                and bonus, of the prior three years minus (ii) any amount paid
                or payable pursuant to Section 4.2. The average of the prior
                three years ("Average") shall be computed by dividing by three
                the sum of all cash compensation he received from the Company
                during the three years prior to the termination. No payment
                shall be made pursuant to Section 5.2(a) in the event of a
                termination covered by this Section 5.2(e).

                (f)     In the event of Executive's termination of employment
                hereunder either by the Company without cause, or by Executive
                for good reason, but not for reasons of Disability or death,
                within one year following a Change of Control, Executive shall
                continue to receive all employment benefits as defined in
                Sections 2.2 and 2.3 above, or their equivalent where benefit
                plan participation by Executive is not available, for eighteen
                (18) months following the termination.

                (g)     In the event of Executive's termination of employment
                hereunder either by the Company without cause, or by Executive
                for good reason, but not for reasons of Disability or death,
                within one year following a Change of Control, the vesting of
                all shares of Company stock covered by options granted to
                Executive to purchase such Company shares, shall be accelerated
                such that all unvested such shares shall become vested as of the
                termination date.

                (h)     Except as expressly provided in this Section 5.2,
                Executive will not be entitled to any other compensation,
                severance, pay-in-lieu of notice or any such compensation.

        5.3     EXECUTIVE INITIATED TERMINATION. Executive may voluntarily
        terminate his employment with the Company at any time by giving the
        Board 30 days written notice. In the event Executive voluntarily
        terminates his employment with the Company, all of Executive's
        compensation and benefits will cease as of such termination date.
        Executive acknowledges that he will not receive any severance pay or
        benefits, except as defined in the Employee Handbook, and except as
        specified in this Agreement at Sections 5.2(e), (f) and (g) if
        applicable, upon such voluntary termination.

6.      NOTICES. All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered or delivered by
registered or certified mail (return receipt requested), or




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private overnight mail (delivery confirmed by such service, to the address
listed below, or to such other address as either party shall designate by notice
in writing to the other in accordance herein):

                    If to the Company:
                           IXYS Corporation
                           3540 Bassett Street
                           Santa Clara, CA  95054
                           Attention:  Chairman of the Compensation
                                         Committee of the Board of Directors

                    If to Executive:
                           Nathan Zommer
                           48 Clarendon Ave.
                           San Francisco, California 94114

7.      ARBITRATION. To ensure rapid and economical resolution of any and all
disputes which may arise under this Agreement, the Company and Executive each
agree that any and all disputes or controversies, whether of law or fact of any
nature whatsoever (including, but not limited to, all state and federal
statutory and discrimination claims), arising from or regarding the
interpretation, performance, enforcement or breach of this Agreement shall be
resolved by final and binding arbitration under the procedures set forth in
Exhibit A to this Agreement and the then existing Judicial Arbitration and
Mediation Services Rules of Practice and Procedure (except insofar as they are
inconsistent with the procedures set forth in Exhibit A).

8.      CERTAIN REDUCTIONS IN PAYMENTS OR BENEFITS. Executive and the Company
hereby agree as follows:

        8.1     Anything in this Agreement to the contrary notwithstanding, in
        the event that any payment, distribution or other benefit provided by
        the Company to or for the benefit of Executive (whether paid or payable
        or provided or to be provided pursuant to the terms of this Agreement or
        otherwise) ("Payments") would (i) constitute a "parachute payment"
        within the meaning of Section 280G of the Internal Revenue Code (the
        "Code"), and (ii) but for this Section 8, be subject to the excise tax
        imposed by Section 4999 of the Code (the "Excise Tax"), then, in
        accordance with this Section 8, such Payments shall be reduced to the
        maximum amount that would result in no portion of the payments being
        subject to the Excise Tax, but only if and to the extent that such a
        reduction would result in Executive's receipt of Payments that are
        greater than the net amount Executive would receive (after application
        of the Excise Tax) if no reduction is made. The amount of required
        reduction, if any, shall be the smallest amount so that Executive's net
        proceeds with respect to the Payments (after taking into account payment
        of any Excise Tax and all federal, state and local income, employment or
        other taxes) shall be maximized. If, notwithstanding any reduction
        described in this Section 8 (or in the absence of any such reduction),
        the IRS determines that a Payment is subject to the Excise Tax (or
        subject to a different amount of the Excise Tax than determined by the
        Company or Executive), then Section 8.3 shall apply. If the Excise Tax
        is not eliminated pursuant to this Section 8, Executive shall pay the
        Excise Tax.

        8.2     All determinations required to be made under this Section 8
        shall be made by the Company's independent auditors. Such auditors shall
        provide detailed supporting calculations both to the Company and
        Executive. Any such determination by the Company's independent auditors
        shall be binding upon the Company and Executive. Executive shall
        determine which and how much of the Payments, including without
        limitation any option acceleration benefits provided under this
        Agreement or otherwise



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        ("Option Benefits"), shall be eliminated or reduced consistent with the
        requirements of this Section 8, provided that, if Executive does not
        make such determination within ten business days of the receipt of the
        calculations made by the Company's independent auditors, the Company
        shall elect which and how much of the Option Benefits or other Payments,
        as the case may be, shall be eliminated or reduced consistent with the
        requirements of this Section 8 and shall notify Executive promptly of
        such election. Within five business days thereafter, the Company shall
        pay to or distribute to or for the benefit of Executive such amounts as
        are then due to Executive under this Agreement.

        8.3     As a result of the uncertainty in the application of Section
        280G of the Code at the time of the initial determination by the
        Company's independent auditors hereunder, it is possible that Option
        Benefits or other Payments, as the case may be, will have been made by
        the Company which should not have been made ("Overpayment") or that
        additional Option Benefits or other Payments, as the case may be, which
        will not have been made by the Company could have been made
        ("Underpayment"), in each case, consistent with the calculations
        required to be made hereunder. In the event that the Company's
        independent auditors, based upon the assertion of a deficiency by the
        IRS against Executive or the Company which the Company's independent
        auditors believe has a high probability of success, determine that an
        Overpayment has been made, any such Overpayment paid or distributed by
        the Company to or for the benefit of Executive shall be treated for all
        purposes as a loan ab initio to Executive which Executive shall repay to
        the Company together with interest at the applicable federal rate
        provided for in Section 7872(f)(2) of the Code; provided, however, that
        no such loan shall be deemed to have been made and no amount shall be
        payable by Executive to the Company if and to the extent such deemed
        loan and payment would not either reduce the amount on which Executive
        is subject to tax under Section 1 and Section 4999 of the Code or
        generate a refund of such taxes. In the event that the Company's
        independent auditors, based upon controlling precedent or other
        substantial authority, determine that an Underpayment has occurred, any
        such Underpayment shall be promptly paid by the Company to or for the
        benefit of Executive together with interest at the applicable federal
        rate provided for in Section 7872(f)(2) of the Code.

9.      CERTAIN DEFERRAL OF PAYMENTS. Notwithstanding the other provisions of
        this Agreement, to the extent that any amounts payable to Executive
        pursuant to this Agreement would not be deductible by the Company for
        federal income tax purposes on account of the limitations of Section
        162(m) of the Code, the Company may defer payment of such amounts to the
        earliest one or more subsequent calendar years in which the payment of
        such amounts would be deductible by the Company.

10.     GENERAL.

        10.1    ENTIRE AGREEMENT. This Agreement sets forth the complete, final
        and exclusive embodiment of the entire agreement between Executive and
        the Company with respect to the subject matter hereof. This Agreement is
        entered into without reliance upon any promise, warranty or
        representation, written or oral, other than those expressly contained
        herein, and it supersedes any other such promises, warranties,
        representations or agreements.

        10.2    SEVERABILITY. If any provision of this Agreement shall be held
        by a court of competent jurisdiction to be excessively broad as to
        duration, activity or subject, it shall be deemed to extend only over
        the maximum duration, activity and/or subject as to which such provision
        shall be valid and enforceable under applicable law. If any provisions
        shall, for any reason, be held by a court of competent jurisdiction to
        be




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        invalid, illegal or unenforceable, such invalidity, illegality or
        unenforceability shall not affect any other provision of this agreement,
        but this agreement shall be construed as if such invalid, illegal or
        unenforceable provision had never been contained herein.

        10.3    SUCCESSORS AND ASSIGNS. This Agreement shall bind the heirs,
        personal representatives, assigns, executors and administrators of each
        party, and inure to the benefit of each party, its heirs, successors and
        assigns. However, because of the unique and personal nature of
        Executive's duties under this Agreement, Executive agrees not to
        delegate the performance of his duties under this Agreement without the
        prior consent of the Board.

        10.4    APPLICABLE LAW. This Agreement shall be deemed to have been
        entered into and shall be construed in accordance with the laws of the
        state of California as applied to contracts made and to be performed
        entirely within California.

        10.5    HEADINGS. The section headings contained herein are for
        reference purposes only and shall not in any way affect the meaning or
        interpretation of this Agreement.

        10.6    COUNTERPARTS. This Agreement may be executed in two
        counterparts, each of which shall be deemed an original, all of which
        together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly authorized and caused this Executive
Employment Agreement to be executed as follows:

NATHAN ZOMMER,                             IXYS CORPORATION,
An individual                              a Delaware Corporation



/s/ Nathan Zommer                          By: /s/ Samuel Kory
                                               Samuel Kory, Chairman of the
                                               Compensation Committee of the
                                               Board of Directors

Date: February 20, 2004                    Date: February 20, 2004




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                                    Exhibit A

                              ARBITRATION PROCEDURE

1.      The parties agree that any dispute that arises in connection with this
Agreement or the termination of this Agreement shall be resolved by binding
arbitration in the manner described below.

2.      A party intending to seek resolution of any dispute under the Agreement
by arbitration shall provide a written demand for arbitration to the other
party, which demand shall contain a brief statement of the issues to be
resolved.

3.      The arbitration shall be conducted by a mutually acceptable retired
judge from the panel of Judicial Arbitration and Mediation Services, Inc.
("JAMS"). At the request of either party, arbitration proceedings will be
conducted in the utmost secrecy and, in such case, all documents, testimony and
records shall be received, heard and maintained by the arbitrator in secrecy
under seal, available for inspection only by the parties to the arbitration,
their respective attorneys, and their respective expert consultants or witnesses
who shall agree, in advance and in writing, to receive all such information
confidentially and to maintain such information in secrecy, and make no use of
such information except for the purposes of arbitration, unless compelled by
legal process.

4.      The arbitrator is required to disclose any circumstances that might
preclude the arbitrator from rendering an objective and impartial determination.
In the event the parties cannot mutually agree upon the selection of a JAMS
arbitrator, the President and vice president of JAMS shall designate the
arbitrator.

5.      The party demanding arbitration shall promptly request that JAMS conduct
a scheduling conference within 15 days of the date of the that party's written
demand for arbitration or on the first available date thereafter on the
arbitrator's calendar. The arbitration hearing shall be held within 30 available
date thereafter on the arbitrator's calendar. Nothing in this paragraph shall
prevent a party from seeking temporary equitable relief at any time, from JAMS
or any court of competent jurisdiction, to prevent irreparable harm pending the
resolution of the arbitration.

6.      Discovery shall be conducted as follows: (a) prior to the arbitration
any party may make a written demands for lists of the witnesses to be called and
the documents to be introduced at the hearing; (b) the lists must be served
within 15 days of the date of receipt of the demand, or one day prior to the
arbitration, whichever is earlier; and (c) each party may take no more than two
dispositions (pursuant to the procedure set forth in the California Code of
Civil Procedure) with a maximum of five hours of examination time per
deposition, and no other form of pre-arbitration discovery shall be permitted.

7.      It is the intent of the parties that the Federal Arbitration Act ("FAA")
shall apply to the enforcement of this provision unless it is held inapplicable
by a court with jurisdiction over the dispute, in which event the California
Arbitration Act ("CAA") shall apply.

8.      The arbitrator shall apply California law, including the California
Evidence Code, and shall be able to decree any and all relief of an equitable
nature, including but not limited to such relief as a temporary restraining
order, a preliminary injunction, a permanent injunction, or replevin of Company
property. The arbitrator shall also be able to award actual, general or
consequential damages, but shall not award any other form of damage (e.g.,
punitive damages).



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9.      Each party shall pay its pro rata share of the arbitrator's fees and
expenses, in addition to other expenses of the arbitration approved by the
arbitrator, pending the resolution of the arbitration. The arbitrator shall have
authority to award the payment of such fees and expenses to the prevailing
party, as appropriate in the discretion of the arbitrator. Each party shall pay
its own attorneys' fees, witness fees and other expenses incurred for its own
benefit.

10.     The arbitrator shall render a written award setting forth the reasons
for his or her decision. The decree or judgment of an award by the arbitrator
may be entered and enforced in any court having jurisdiction over the parties.
The award of the arbitrator shall be final and binding upon the parties without
appeal or review except as permitted by the FAA, or if the FAA is not
applicable, as permitted by the CAA.



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