exv10w2






EXHIBIT 10.2




SERVICE AGREEMENT




30 JUNE 2008




DIODES ZETEX LIMITED

COLIN KEITH GREENE









 









 








CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	1.	 	Definitions
	 	 	1	 
	2.	 	Term and Job Description
	 	 	1	 
	3.	 	Duties
	 	 	2	 
	4.	 	Salary
	 	 	2	 
	5.	 	Bonus AND SHARE OPTIONS
	 	 	3	 
	6.	 	Expenses
	 	 	4	 
	7.	 	Car allowance
	 	 	4	 
	8.	 	Pension
	 	 	4	 
	9.	 	Insurance
	 	 	4	 
	10.	 	Holiday
	 	 	4	 
	11.	 	Sickness and other Incapacity
	 	 	5	 
	12.	 	Other Interests
	 	 	5	 
	13.	 	Share Dealing and other Codes of Conduct
	 	 	5	 
	14.	 	Intellectual Property
	 	 	6	 
	15.	 	Disciplinary and Grievance Procedures
	 	 	6	 
	16.	 	Collective Agreements
	 	 	6	 
	17.	 	Termination
	 	 	6	 
	18.	 	Suspension and Gardening Leave
	 	 	8	 
	19.	 	Restraint on Activities of Executive and Confidentiality
	 	 	8	 
	20.	 	Post-Termination Covenants
	 	 	9	 
	21.	 	Waiver of Rights
	 	 	10	 
	22.	 	Data Protection
	 	 	10	 
	23.	 	Email and Internet Use
	 	 	11	 
	24.	 	Contracts (Rights of Third Parties) Act 1999
	 	 	11	 
	25.	 	Miscellaneous
	 	 	11	 
	Signatories	 	 	12	 







 









 








THIS AGREEMENT is made on 30 June 2008



BETWEEN:




	(1)	 	DIODES ZETEX LIMITED, a company which has its registered office at Zetex Technology Park,
Chadderton, Oldham OL9 9LL (the Company); and
	 
	(2)	 	COLIN KEITH GREENE of 15 Rippon Hall Avenue, Ramsbottom, Bury BL0 9RE (the Executive).





IT IS AGREED as follows:




	1.	 	DEFINITIONS
	 
	 	 	In this Agreement the following expressions have the following meanings:
	 
	 	 	Board means the board of directors of the Company or a duly constituted committee of the
board of directors;
	 
	 	 	Chief Executive Officer (CEO) means the chief executive officer of the Company from time to
time;
	 
	 	 	Change of Control means the acquisition by any person, together with any person “acting in
concert” with that person (as defined in the City Code on Takeovers and Mergers) of shares
carrying more than 50 per cent. of the voting rights at general meetings of the Company; or
approval by the shareholders of the Company of a merger or consolidation of the Company with
any other company (other than a merger or consolidation which would result in the voting
            shares of the Company outstanding immediately prior thereto representing (either by
remaining outstanding or by being converted into voting securities of the surviving entity)
50 per cent. or more of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or consolidation);
	 
	 	 	Effective Date means 30 June 2008;
	 
	 	 	Employment means the Executive’s employment in accordance with the terms and conditions of
this Agreement;
	 
	 	 	Group Company means the Company, any holding company and any subsidiary of the Company or
any holding company (as defined in the Companies Act 1985);
	 
	 	 	Recognised Investment Exchange has the meaning given to it by section 285 of the Financial
Services and Markets Act 2000.
	 
	2.	 	TERM AND JOB DESCRIPTION
	 
	2.1	 	The Executive shall be employed by the Company as the Company’s European President and as
the Company’s Vice President of European Sales and Marketing, or in such other capacity,
consistent with his status and seniority, to which he may be lawfully assigned by the Board
from time to time.
	 
	2.2	 	The Executive’s period of continuous employment for statutory purposes began on 2 June 1997.
	 
	2.3	 	Subject to Clause 2.4, 2.5 and 17, the Employment will continue until terminated by either
party giving to the other not less than six months’ written notice to expire at any time.




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	2.4	 	In the event a Change of Control takes place between the Effective Date and 31 December 2008,
and as a result, the Company serves notice to terminate the Executive’s employment, the notice
to which the Executive is entitled will be extended (if relevant) so as not to expire before
30 June 2009 (although the Company may always elect to pay in lieu of such (extended) notice,
pursuant to its rights under clause 17.5)
	 
	2.5	 	The Employment will terminate automatically on the Executive’s 65th birthday.
	 
	3.	 	DUTIES
	 
	3.1	 	During the Employment, the Executive will:






	 	(a)	 	diligently perform all such duties and exercise all such powers as are lawfully
and properly assigned to him from time to time by the Board, whether such duties or
powers relate to the Company or any other Group Company;
	 
	 	(b)	 	comply with all directions lawfully and properly given to him by the Board;
	 
	 	(c)	 	unless prevented by sickness, injury or other incapacity, subject to Clause
12.1, devote such of his time, attention and abilities to the business and interests of
the Company or any other Group Company for which he is required to perform duties as
the proper performance of his duties under the Employment demands;
	 
	 	(d)	 	promptly provide the Board with all such information as it may require in
connection with the business or affairs of the Company and of any other Group Company
for which he is required to perform duties.






	3.2	 	As a senior executive the Executive’s working time is not measured or pre-determined. The
Executive is responsible for determining his own hours of work, providing that such hours are
consistent with the proper performance of his duties.
	 
	3.3	 	The Executive’s normal place of work is the Company’s principal UK office from time to time.
The Executive agrees to travel (both within and outside the United Kingdom) as may be required
for the proper performance of his duties under the Employment.
	 
	4.	 	SALARY
	 
	4.1	 	The Executive’s basic annual salary is £179,574 (less any required deductions). The salary
will accrue on a daily basis, and will be payable in arrears in equal monthly instalments.
The salary will be reviewed annually on 1 January during the Employment. No salary review
will be undertaken after notice has been given by either party to terminate the Employment.
The Company is under no obligation to increase the Executive’s salary following a salary
review, but will not decrease it. If the salary is decreased with the Executive’s agreement
the Company agrees that, unless otherwise also agreed by the Executive, the Executives’
pensionable salary will remain calculated as if the Executive was continuing to earn the basic
annual salary he would have done had he not agreed to the reduction.
	 
	4.2	 	The Executive’s salary will be inclusive of all fees and other remuneration to which he may
be or become entitled as an officer of the Company or of any other Group Company.
	 
	4.3	 	The Executive agrees that, pursuant to Part II of the Employment Rights Act 1996, the Company
has the right to deduct from his salary and/or bonus any amount owed to the Company or any
Group Company by the Executive in respect of any overpaid salary, bonus or cash benefits.




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	5.	 	BONUS AND SHARE OPTIONS
	 
	5.1	 	For bonus year 2009 onwards the Executive will be eligible to receive an annual bonus and to
participate in an equity incentive scheme, to be determined at the absolute discretion of the
Company and according to such terms as may be determined by it for the relevant financial
year. The Company, in its sole discretion, reserves the right to vary, amend or withdraw any
bonus and/or equity incentive scheme from time to time.
	 
	5.2	 	Any bonus award and/or any award under an equity incentive scheme will be subject to (but not
limited to) the following conditions:






	 	(a)	 	the total pool for any bonus and/or equity incentive awards will be subject to
the approval of both the Board and the Company Compensation Committee and will be
subject to the attainment of corporate performance targets (such targets to be set by
the Board and/or the Company Compensation Committee for each relevant fiscal year and
which may take account of any factors which the Board and the Company Compensation
Committee deem to be relevant);
	 
	 	(b)	 	any proposed individual bonus and/or equity incentive award (if any) will be
determined at the absolute discretion of the Company. Any proposed individual bonus
and/or equity incentive award (if any) will be recommended to the Board and the Company
Compensation Committee by the CEO and will be subject to prior approval by them. The
Board and the Company Compensation Committee are under no obligation to approve any
recommendation made to them by the CEO in respect of any award;
	 
	 	(c)	 	any bonus paid in respect of the period after the Effective Date will be
non-pensionable; and
	 
	 	(d)	 	any equity incentive award will be subject to the terms of the Company’s Equity
Award Grant Policy, as the same may be amended from time to time by the Board in its
sole discretion.






	5.3	 	For the 2008 bonus year, the Company has agreed that the Executive will receive (on the
normal bonus payment date applicable to employees of the Company generally) a bonus payment
(“the 2008 bonus”). The calculation of the 2008 bonus will be agreed between the parties and
will not be paid according to the existing Company or Diodes bonus schemes, nor subject to
their respective terms and conditions.
	 
	5.4	 	It is a condition of entitlement to the 2008 bonus and any bonus and/or equity incentive
award for ongoing years that the Employment continues (not under notice of the termination of
employment whether given or received) to the end of the period to which the bonus relates and
to the date of payment. If the Employment comes to an end during the relevant period for any
reason the Executive will not be entitled to any bonus or compensation for the loss of it.
Any payments made during a bonus reference period on account of anticipated bonus shall not be
repayable other than in the event of fraud or manifest error. Receipt of any bonus and/or
equity incentive award in any year does not create any future entitlement to the Executive to
receive any further awards under this Clause 5.
	 
	5.5	 	The payment of any bonus and/or equity incentive award to the Executive is subject to any
withholdings that may be necessary on account of income tax, employee’s National Insurance
contributions and any other contribution which any member of the Group is required to account.




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	6.	 	EXPENSES
	 
	 	 	The Company will reimburse (or procure the reimbursement of) all out-of-pocket expenses
properly and reasonably incurred by the Executive in the course of his Employment subject to
production of receipts or other appropriate evidence of payment.
	 
	7.	 	CAR ALLOWANCE
	 
	7.1	 	During the Employment, the Executive will be eligible to receive a car allowance, which shall
be payable together with and in the same manner as the Executive’s basic salary in accordance
with Clause 4.1. The car allowance shall not be treated as part of the Executive’s basic
annual salary for any purpose and shall be non-pensionable.
	 
	7.2	 	The level of the car allowance for which the Executive is eligible will be appropriate to the
status of Senior Vice President and shall be determined in accordance with the Company’s Car
Allowance Policy from time to time save that the parties have agreed that the level of car
allowance shall not be reduced from the sum of £11,500 without the Executive’s prior
agreement.
	 
	7.3	 	The Executive must inform the Company immediately if he is disqualified from holding a
driving licence and this clause shall not apply during any period of disqualification but for
the avoidance of doubt, once the Executive has elected to receive the car allowance in lieu he
may not change that election unless to do so is permitted under the terms of the Car Allowance
Policy.
	 
	8.	 	PENSION
	 
	8.1	 	The Executive is entitled to become a member of the Company’s Pension Scheme (the Scheme),
subject to: the terms and conditions of that Scheme; any trust deed and rules governing the
Scheme from time to time in force; and to any HMRC or other applicable limits. The full
details of the Scheme are available to the Executive on request. The Company reserves the
right to amend or terminate the Scheme without prior notice.
	 
	8.2	 	A contracting-out certificate is in force in respect of the Employment.
	 
	9.	 	INSURANCE
	 
	 	 	During the Employment, subject to the Executive’s age or health not being such as to prevent
cover being obtained without exceptional conditions or unusually high premiums, the Company
will:






	 	(a)	 	pay for the benefit of the Executive, his spouse and any dependent children
under the age of 21 subscriptions to the Company’s private medical expenses insurance
arrangements for the time being in force on the appropriate scale, which shall be BUPA
Premier Plus or equivalent;
	 
	 	(b)	 	pay for the benefit of the Executive subscriptions to the Company’s permanent
health insurance arrangements for the time being in force; and
	 
	 	(c)	 	pay for the benefit of the Executive subscriptions to the Company’s life
assurance arrangements for the time being in force.






	10.	 	HOLIDAY
	 
	10.1	 	The Executive is entitled to 25 working days’ paid holiday per calendar year during his
Employment (plus bank and public holidays in England), to be taken at a time or times
convenient to the




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	 	 	Company. The right to paid holiday will accrue pro-rata during each calendar year of the
Employment.
	 
	10.2	 	Accrued and unused holiday entitlement may be carried forward to a future calendar year at
the discretion of the CEO. Subject to Clause 10.3, the Executive has no entitlement to be
paid in lieu of accrued but unused holiday.
	 
	10.3	 	On termination of the Employment, the Executive’s entitlement to accrued holiday pay shall be
calculated on a pro-rata basis (which calculation shall be made on the basis that each day of
paid holiday is equivalent to 1/260 of the Executive’s salary). If the Executive has taken
more working days’ paid holiday than his accrued entitlement, the Company is authorised to
deduct the appropriate amount from his final salary instalment (which deduction shall be made
on the basis that each day of paid holiday is equivalent to 1/260 of the Executive’s salary).
	 
	11.	 	SICKNESS AND OTHER INCAPACITY
	 
	11.1	 	Subject to the Executive’s compliance with the Company’s policy on notification and
certification of periods of absence from work, the Executive will continue to be paid his full
salary during any period of absence from work due to sickness, injury or other incapacity, up
to a maximum of 26 weeks in aggregate in any period of 52 consecutive weeks. Such payment
will be inclusive of any statutory sick pay payable in accordance with applicable legislation
in force at the time of absence.
	 
	11.2	 	The Executive will not be paid during any period of absence from work (other than due to
holiday, sickness, injury or other incapacity) without the prior permission of the Board.
	 
	11.3	 	The Executive agrees that he will undergo a medical examination by a doctor appointed by the
Company at any time (provided that the costs of all such examinations are paid by the
Company). The Company will be entitled to receive a copy of any report produced in connection
with all such examinations and to discuss the contents of the report with the doctor who
produced it.
	 
	12.	 	OTHER INTERESTS
	 
	12.1	 	Subject to Clause 12.2, during the Employment the Executive will not (without the Board’s
prior written consent) be directly or indirectly engaged, concerned or interested in any other
business activity, trade or occupation. Without prejudice to the foregoing, the Executive may
hold one non-executive directorship of a non-Group company provided that he obtains the prior
agreement of the CEO to the Executive holding each such directorship (such agreement not to be
unreasonably withheld).
	 
	12.2	 	Notwithstanding Clause 12.1, the Executive may hold for investment purposes an interest (as
defined by Schedule 13 Companies Act 1985) of up to 3% in nominal value or (in the case of
securities not having a nominal value) in number or class of securities in any class of
securities listed or dealt in a Recognised Investment Exchange, provided that the company
which issued the securities does not carry on a business which is similar to or competitive
with any business for the time being carried on by the Company or any other Group Company.
	 
	13.	 	SHARE DEALING AND OTHER CODES OF CONDUCT
	 
	 	 	The Executive will comply with all codes of conduct adopted from time to time by the Board
and with all applicable rules and regulations of the UK Listing Authority and any other
relevant regulatory bodies, including the Model Code on dealings in securities.




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	14.	 	INTELLECTUAL PROPERTY
	 
	 	 	It shall be part of the Executive’s normal duties or other duties specifically assigned to
him (whether or not during normal working hours and whether or not performed at the
Executive’s normal place of work) at all times to consider in what manner and by what new
methods or devices the products, services, processes, equipment or systems of the Company
with which he is concerned or for which he is responsible might be improved and may as part
of such duties originate designs (whether registrable or not) or patentable work or other
work in which copyright, database rights or trade mark rights (together Employee Works) may
subsist. Accordingly:






	 	(a)	 	the Executive shall forthwith disclose full details of Employee Works in
confidence to the Company and shall regard himself in relation to Employee Works as a
trustee for the Company;
	 
	 	(b)	 	all intellectual property rights in Employee Works shall vest absolutely in the
Company which shall be entitled, so far as the law permits, to the exclusive use
thereof;
	 
	 	(c)	 	notwithstanding (b) above, the Executive assigns to the Company all right,
title and interest, present and future, anywhere in the world in copyright and in any
other intellectual property rights in respect of all Employee Works written,
originated, conceived or made by the Executive (except only those Employee Works
written, originated, conceived or made by the Executive wholly outside his normal
working hours hereunder and wholly unconnected with his service hereunder) during the
continuance of the Employment;
	 
	 	(d)	 	the Executive hereby waives all moral rights as author under the Copyright
Designs and Patents Act 1988 or any equivalent laws in respect of any Employee Works;
and
	 
	 	(e)	 	the Executive agrees and undertakes that at any time during or after the
termination of his employment he will execute such deeds or documents and do all such
acts and things as the Company may deem necessary or desirable to substantiate its
rights in respect of the matters referred to above including for the purpose of
obtaining letters patent or other privileges in all such countries as the Company may
require.






	15.	 	DISCIPLINARY AND GRIEVANCE PROCEDURES
	 
	15.1	 	If the Executive is dissatisfied with any disciplinary decision taken in relation to him he
may appeal in writing to the CEO within seven days of that decision. The CEO’s decision shall
be final.
	 
	15.2	 	If the Executive has any grievance in relation to the Employment he may raise it in writing
with the CEO’s whose decision shall be final.
	 
	16.	 	COLLECTIVE AGREEMENTS
	 
	 	 	There is no collective agreement which directly affects the terms and conditions of the
Employment.
	 
	17.	 	TERMINATION
	 
	17.1	 	Either party may terminate the Employment in accordance with Clause 2.3.
	 
	17.2	 	The Company may also terminate the Employment immediately and with no liability to make any
further payment to the Executive (other than in respect of amounts accrued due at the date of
termination) if the Executive:




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	 	(a)	 	commits any serious or repeated breach of any of his obligations under this
Agreement or his Employment;
	 
	 	(b)	 	is guilty of serious misconduct which, in the Board’s reasonable opinion, has
damaged or may damage the business or affairs of the Company or any other Group
Company;
	 
	 	(c)	 	is guilty of conduct which, in the Board’s reasonable opinion, brings or is
likely to bring himself, the Company or any other Group Company into disrepute;
	 
	 	(d)	 	is convicted of a criminal offence (other than a road traffic offence not
subject to a custodial sentence);
	 
	 	(e)	 	is disqualified from acting as a director of a company by order of a competent
court;
	 
	 	(f)	 	is declared bankrupt or makes any arrangement with or for the benefit of his
creditors or has an interim order made against him under Part VIII of the Insolvency
Act 1986 or has a county court administration order made against him under the County
Court Act 1984.
	 
	 	 	 	This Clause shall not restrict any other right the Company may have (whether at common law
or otherwise) to terminate the Employment summarily.
	 
	 	 	 	Any delay by the Company in exercising its rights under this Clause shall not constitute a
waiver of those rights.






	17.3	 	On termination of the Employment for whatever reason (and whether in breach of contract or
otherwise) the Executive will:






	 	(a)	 	immediately deliver to the Company all books, documents, papers, computer
records, computer data, credit cards, and any other property relating to the business
of or belonging to the Company or any other Group Company which is in his possession or
under his control. The Executive is not entitled to retain copies or reproductions of
any documents, papers or computer records relating to the business of or belonging to
the Company or any other Group Company;
	 
	 	(b)	 	immediately resign from any office he holds with the Company or any other Group
Company (and from any related trusteeships) without any compensation for loss of
office. Should the Executive fail to do so he hereby irrevocably authorises the
Company to appoint some person in his name and on his behalf to sign any documents and
do any thing to give effect to his resignation from office; and
	 
	 	(c)	 	immediately pay to the Company or, as the case may be, any other Group Company
all outstanding loans or other amounts due or owed to the Company or any Group Company.
The Executive confirms that, should he fail to do so, the Company is to be treated as
authorised to deduct from any amounts due or owed to the Executive by the Company (or
any other Group Company) a sum equal to such amounts.






	17.4	 	It is acknowledged that the Executive may, during the Employment, be granted rights upon the
terms and subject to the conditions of the rules from time to time of any bonus and/or equity
incentive scheme operated by the Company, with respect to shares in the Company from time to
time. If, on termination of the Employment, whether lawfully or in breach of contract the
Executive loses any of the rights or benefits under any such scheme (including rights or
benefits which the Executive would not have lost had the Employment not been terminated) the
Executive shall not be entitled, by way of compensation for loss of office or otherwise
howsoever, to any compensation for the loss of any rights under any such scheme.




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	17.5	 	The Company may at any time (whether or not any notice of termination has been given under
clause 2.3) terminate the Employment with immediate effect by giving notice in writing to the
other party on terms that the Company may (at its sole discretion) pay to the Executive,
salary in lieu of notice under clause 2.3. The Company may in circumstances where it
reasonably deems it to be in the Company’s best interests elect that in place of a lump sum
payment in lieu of notice, the Company will pay the Executive in lieu of notice in a series of
staged payments at the time or times that the Executive would have been paid had he been
employed during the period of notice or remainder of such period given under clause 2.3 above.
Payments to the Executive under this sub-clause shall be subject to the Executive’s duty to
mitigate his losses and shall be reduced accordingly and the Executive shall promptly notify
the Company of the extent to which he mitigates his losses. If the Executive is paid salary
in lieu of notice he will not be entitled to any additional payment in respect of holiday
which he would otherwise have accrued during the notice period or the remainder of the notice
period.
	 
	17.6	 	The Executive will not at any time after termination of the Employment represent himself as
being in any way concerned with or interested in the business of or employed by, the Company
or any other Group Company.






	18.	 	SUSPENSION AND GARDENING LEAVE
	 
	18.1	 	Where notice of termination has been served by either party whether in accordance with Clause
2.3 or otherwise, the Company shall be under no obligation to provide work for or assign any
duties to the Executive for the whole or any part of the relevant notice period and may
require him:






	 	(a)	 	not to attend any premises of the Company or any other Group Company; and/or
	 
	 	(b)	 	to resign with immediate effect from any offices he holds with the Company or
any other Group Company (and any related trusteeships); and/or
	 
	 	(c)	 	to refrain from business contact with any customers, clients or employees of
the Company or any Group Company; and/or
	 
	 	(d)	 	to take any holiday which has accrued under Clause 10 during any period of
suspension under this Clause 18.1.
	 
	 	 	 	The provisions of Clause 12.1 shall remain in full force and effect during any period of
suspension under this Clause 18.1. The Executive will also continue to be bound by duties
of good faith and fidelity to the Company during any period of suspension under this Clause
18.1.
	 
	 	 	 	Any suspension under this Clause 18.1 shall be on full salary and benefits.






	18.2	 	The Company may suspend the Executive from the Employment during any period in which the
Company is carrying out a disciplinary investigation into any alleged acts or defaults of the
Executive. Such suspension shall be on full salary and benefits.
	 
	19.	 	RESTRAINT ON ACTIVITIES OF EXECUTIVE AND CONFIDENTIALITY
	 
	 	 	Save insofar as such information is already in the public domain the Executive will keep
secret and will not at any time (whether during the Employment or thereafter) use for his
own or another’s advantage, or reveal to any person, firm, company or organisation and shall
use his best endeavours to prevent the publication or disclosure of any information which
the Executive knows or ought reasonably to have known to be confidential, concerning the
business or affairs of the Company or any other Group Company or any of its or their
customers.




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	 	The restrictions in this Clause shall not apply:
	 
	 	(a)	 	to any disclosure or use authorised by the Board or required by law or by the
Employment; or
	 
	 	(b)	 	so as to prevent the Executive from using his own personal skill in any
business in which he may be lawfully engaged after the Employment is ended; or
	 
	 	(c)	 	to prevent the Executive making a protected disclosure within the meaning of
s43A of the Employment Rights Act 1996.






	20.	 	POST-TERMINATION COVENANTS
	 
	20.1	 	For the purposes of Clause 20 the term Termination Date shall mean the date of the
termination of the Employment howsoever caused (including, without limitation, termination by
the Company which is in repudiatory breach of this agreement).
	 
	20.2	 	The Executive covenants with the Company (for itself and as trustee and agent for each other
Group Company) that he shall not, whether directly or indirectly, on his own behalf or on
behalf of or in conjunction with any other person, firm, company or other entity:






	 	(a)	 	for the period of (subject to Clause 20.3 below) six months following the
Termination Date, solicit or entice away or endeavour to solicit or entice away from
the Company or any Group Company any person, firm, company or other entity who is, or
was, in the 12 months immediately prior to the Termination Date, a client of the
Company or any Group Company with whom the Executive had business dealings during the
course of his employment in that 12 month period. Nothing in this Clause 20.2(a) shall
prohibit the seeking or doing of business not in direct or indirect competition with
the business of the Company or any Group Company;
	 
	 	(b)	 	for the period of (subject to Clause 20.3 below) six months following the
Termination Date, have any business dealings with any person, firm, company or other
entity who is, or was, in the 12 months immediately prior to the Termination Date, a
client of the Company or any Group Company with whom the Executive had business
dealings during the course of his employment in that 12 month period. Nothing in this
Clause 20.2(b) shall prohibit the seeking or doing of business not in direct or
indirect competition with the business of the Company or any Group Company;
	 
	 	(c)	 	for the period of (subject to Clause 20.3 below) six months following the
Termination Date, solicit or entice away or endeavour to solicit or entice away any
individual who is employed or engaged by the Company or any Group Company as a director
or in a managerial or technical capacity; and with whom the Executive had business
dealings during the course of his employment in the 12 month period immediately prior
to the Termination Date;
	 
	 	(d)	 	for the period of (subject to Clause 20.3 below) six months following the
Termination Date, carry on, set up, be employed, engaged or interested in a business
anywhere which is or is about to be in competition with the business of the Company or
any Group Company as at the Termination Date with which the Executive was actively
involved during the 12 month period immediately prior to the Termination Date. It is
agreed that in the event that any such company ceases to be in competition with the
Company and/or any Group Company this Clause 20.2(d) shall, with effect from that date,
cease to apply in respect of such company. The provisions of this Clause 20.2(d) shall
not, at any time following the Termination Date, prevent the Executive from holding
 shares or other capital not amounting to more than 3% of the total issued share capital
of any company whether listed on a recognised stock




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	 	 	 	exchange or not and, in addition, shall not prohibit the seeking or doing of business
not in direct or indirect competition with the business of the Company or any Group
Company,
	 
	 	 	 	save that the Executive agrees that the Company may at its sole discretion at any
time prior to the Termination Date elect to extend each of the periods of restriction
referred to in Clauses 20.2(a), (b), (c) and (d) inclusive by a further period of six
months and the Company agrees that if it makes such an election it will pay to the
Executive a sum equivalent to six months’ base salary in consideration for such
extension.






	20.3	 	The period during which the restrictions referred to in Clauses 20.2(a), (b), (c) and (d)
inclusive shall apply following the Termination Date shall be reduced by the amount of time
during which, if at all, the Company suspends the Executive under the provisions of Clause
18.1.
	 
	20.4	 	The Executive agrees that if, during either his employment with the Company or the period of
the restrictions set out in 20.2(a), (b), (c) and (d) inclusive (subject to the provisions of
Clause 20.3), he receives an offer of employment or engagement, he will provide a copy of
Clause 20 to the offeror as soon as is reasonably practicable after receiving the offer and
will inform the Company of the identity of the offeror as soon as possible after the offer is
accepted.
	 
	20.5	 	The Executive will, at the request and expense of the Company, enter into a separate
agreement with any Group Company that the Company may require under the terms of which he will
agree to be bound by restrictions corresponding to those contained in Clauses 20.2(a), (b),
(c) and (d) inclusive (or such as may be appropriate in the circumstances).
	 
	21.	 	WAIVER OF RIGHTS
	 
	 	 	If the Employment is terminated by either party and the Executive is offered re-employment
by the Company (or employment with another Group Company) on terms no less favourable in all
material respects than the terms of the Employment under this Agreement, the Executive shall
have no claim against the Company in respect of such termination.
	 
	22.	 	DATA PROTECTION
	 
	22.1	 	The Executive consents to the Company and any Group Company processing data relating to him
at any time (whether before, during or after the Employment) for the following purposes:






	 	(a)	 	performing its obligations under the Agreement (including remuneration,
payroll, pension, insurance and other benefits, tax and national insurance
obligations);
	 
	 	(b)	 	the legitimate interests of the Company and any Group Company including any
sickness policy, working time policy, investigating acts or defaults (or alleged or
suspected acts or defaults) of the Executive, security, management forecasting or
planning and negotiations with the Executive; and
	 
	 	(c)	 	processing in connection with any merger, sale or acquisition of a company or
business in which the Company or any Group Company is involved or any transfer of any
business in which the Executive performs his duties.






	22.2	 	The Executive explicitly consents to the Company and any Group Company processing sensitive
personal data (within the meaning of the Data Protection Act 1998) at any time (whether
before, during or after the Employment) for the following purposes:




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	 	(a)	 	where the sensitive personal data relates to the Executive’s health, any
processing in connection with the operation of the Company’s (or any Group Company’s)
sickness policy or any relevant pension scheme or monitoring absence;
	 
	 	(b)	 	where the sensitive personal data relates to an offence committed, or allegedly
committed, by the Executive or any related proceedings, processing for the purpose of
the Company’s or any Group Company’s disciplinary purposes;
	 
	 	(c)	 	for all sensitive personal data, any processing in connection with any merger,
sale or acquisition of a company or business in which the Company or any Group Company
is involved or any transfer of any business in which the Executive performs his duties;
and
	 
	 	(d)	 	for all sensitive personal data, any processing in the legitimate interests of
the Company or any Group Company.






	23.	 	EMAIL AND INTERNET USE
	 
	 	 	The Executive agrees to be bound by and to comply with the terms of the Company’s email and
internet policy as amended from time to time.
	 
	24.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 
	 	 	A person who is not a party to this Agreement shall have no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any of its terms.
	 
	25.	 	MISCELLANEOUS
	 
	25.1	 	This Agreement, together with any other documents referred to in this Agreement, constitutes
the entire agreement and understanding between the parties, and supersedes all other
agreements both oral and in writing between the Company and the Executive (other than those
expressly referred to herein). The Executive acknowledges that he has not entered into this
Agreement in reliance upon any representation, warranty or undertaking which is not set out in
this Agreement or expressly referred to in it as forming part of the Executive’s contract of
employment.
	 
	25.2	 	The Executive represents and warrants to the Company that he will not by reason of entering
into the Employment, or by performing any duties under this Agreement, be in breach of any
terms of employment with a third party whether express or implied or of any other obligation
binding on him.
	 
	25.3	 	Any notice to be given under this Agreement to the Executive may be served by being handed to
him personally or by being sent by recorded delivery first class post to him at his usual or
last known address; and any notice to be given to the Company may be served by being left at
or by being sent by recorded delivery first class post to its registered office for the time
being. Any notice served by post shall be deemed to have been served on the day (excluding
Sundays and public and bank holidays) next following the date of posting and in proving such
service it shall be sufficient proof that the envelope containing the notice was properly
addressed and posted as a prepaid letter by recorded delivery first class post.
	 
	25.4	 	Any reference in this Agreement to an Act of Parliament shall be deemed to include any
statutory modification or re-enactment thereof.
	 
	25.5	 	This Agreement is governed by, and shall be construed in accordance with, the laws of
England.




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SIGNATORIES





	 	 	 	 	 	 	 
	SIGNED as a DEED and

	 	 	)	 	 	 
	DELIVERED by COLIN KEITH GREENE

	 	 	)	 	 	 
	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	DIODES ZETEX LIMITED

	 	 	)	 	 	 







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