EX-10.5



 Exhibit 10.5 

FRAMEWORK AGREEMENT 

DATED         2014 

BETWEEN 
 DIODES ZETEX
LIMITED 
 AND 

DIODES ZETEX SEMICONDUCTORS LIMITED 

AND 
 DIODES INCORPORATED

 and 
 HR
TRUSTEES LIMITED AND OTHERS 
 relating to the 

DIODES ZETEX PENSION SCHEME 

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is
authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the
members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD. 

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing,
Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim,
Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw, Washington, D.C. and Yangon. 







 THIS DEED is dated         2014 

BETWEEN: 
  

	(1)	 IAN J E SMITH of 27 Selsey Avenue, Sale, Cheshire M33 4RN, JAMES BROOKS of 41 Springside Road, Walmersley, Bury BL9 5JB and HR
TRUSTEES LIMITED (No. 745598) whose registered office is at 42-62 Greyfriars Road, Reading RG1 1NN as trustees of the Diodes Zetex Pension Scheme (the Trustees); 



 

	(2)	 DIODES INCORPORATED of 4949 Hedgcoxe Road, Suite 200, Plano, Texas 75024 USA (Diodes Incorporated); 



 

	(3)	 DIODES ZETEX LIMITED of Zetex Technology Park, Chadderton, Oldham, OL9 9LL (Registered No 01378777) (Diodes Zetex Limited); and



  

	(4)	 DIODES ZETEX SEMICONDUCTORS LIMITED of Zetex Technology Park, Chadderton, Oldham, OL9 9LL (Registered No 02387949) (Diodes Zetex
Semiconductors Limited). 


 collectively, the Parties. 

BACKGROUND 
  

	(A)	 The Trustees are the trustees of the Scheme. 


  

	(B)	 On 26 March 2012 the Parties entered into a framework agreement setting out a minimum net asset holding in aggregate for Diodes Zetex Limited
and Diodes Zetex Semiconductors Limited. 


  

	(C)	 Diodes Zetex Semiconductors Limited, Diodes Zetex Limited and Diodes Incorporated wish to agree that a new minimum amount of net assets will be
held by Diodes Zetex Semiconductors Limited and Diodes Zetex Limited in aggregate. 


  

	1.	 DEFINITIONS 



THIS DEED WITNESSES as follows: 

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London.

 Companies means Diodes Zetex Semiconductors Limited and Diodes Zetex Limited. 

Current Actuarial Valuation means the actuarial valuation prepared in respect of the Scheme in accordance with Part 3 of
the Pensions Act 2004 as at 5 April 2010. 
 Current Schedule of Contributions means the schedule of
contributions prepared in accordance with Part 3 of the Pensions Act 2004 in respect of the Current Actuarial Valuation. 

Date of the Assessment means the last working day of each month or such other date that the internal monthly management
accounts are prepared by the Companies. 
 Minimum Level of Assets means £48,000,000.00 Net Assets. 

Net Assets means the aggregated net assets of the Companies assessed in accordance with clause 3. 

  
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 New Actuarial Valuation means the actuarial valuation prepared in respect
of the Scheme in accordance with Part 3 of the Pensions Act 2004 as at 5 April 2013. 
 Scheme means the Diodes
Zetex Pension Scheme which is governed by a Definitive Trust Deed and Rules dated 7 January 2009. 
  

	2.	 MINIMUM LEVEL OF NET ASSETS 



With effect from the date of this Deed Diodes Incorporated shall procure that the Companies will have Net Assets of no less
than the Minimum Level of Assets until the earlier of: 
  

	 	(a)	 the final payment has been made under the Current Schedule of Contributions; or 



 

	 	(b)	 the date on which a new schedule of contributions has been prepared and agreed in accordance with Part 3 of the Pensions Act 2004 relating to the
New Actuarial Valuation. 


  

	3.	 ASSESSMENT OF THE NET ASSETS 


  

	3.1	 The Net Assets of the Companies shall be the figure shown as the net assets on the Date of the Assessment in the internal management accounts of
each Company described in sub-clauses 3.2 (a) to (c). 


  

	3.2	 Diodes Incorporated shall procure that each Company delivers to the Trustees: 



 

	 	(a)	 within 14 Business Days of the Date of the Assessment, each Company’s latest internal monthly management accounts; 



 

	 	(b)	 as soon as reasonably practicable after their preparation, the latest quarterly management accounts for each Company, which shall have been
reviewed (but not fully audited) by each Company’s auditor; and 


  

	 	(c)	 as soon as reasonably practicable after their preparation, the latest annual management accounts which shall have been audited by each
Company’s auditor. 


  

	3.3	 The internal management accounts described in sub-clauses 3.2 (a) to (c) shall be delivered to: 



 

			
	 Address:
	    	 Barnett Waddingham

		    	 Port of Liverpool Building

		    	 Pier Head

		    	 Liverpool

		    	 L3 1BW

	 E-mail:
	    	 zetex@barnett-waddingham.co.uk

	 Attention:
	    	 Adam Walker



  

	3.4	 Diodes Incorporated shall procure that the Companies inform the Trustees of their respective part of the total amount of Net Assets within 14
Business Days of the Date of the Assessment or in the case of the quarterly and annual accounts delivered under sub-clauses 3.2(b) and (c) at the same time as the accounts are delivered. 



 

	3.5	 Diodes Incorporated shall procure that the internal management accounts of each Company described in sub-clauses 3.2 (a) to (c) are
prepared in accordance with standard accounting practices. 



  
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	4.	 GRACE PERIOD AND UNDERTAKING TO PAY 


  

	4.1	 If an assessment of the Net Assets under clause 3 shows that the Net Assets are less than the Minimum Level of Assets, Diodes Incorporated shall
have the following grace period in which to ensure that the Net Assets are brought above the Minimum Level of Assets: 


  

	 	(a)	 in the case of the internal monthly management accounts described in sub-clause 3.2(a), 45 days (or such longer time as the Trustees may without
obligation, agree) from the Date of the Assessment; and 


  

	 	(b)	 in the case of the quarterly and annual accounts delivered under sub-clauses 3.2(b) and (c), 45 days from the date the accounts are delivered (or
such longer time as the Trustees may without obligation, agree). 


  

	4.2	 After the expiry of the 45 days set out in clause 4.1, if the Net Assets are below the Minimum Level of Assets, Diodes Zetex Limited shall within
10 days of demand by the Trustees pay (without any deduction whatsoever) to the Trustees an amount equal to not less than half of all amounts payable towards the Scheme but not yet paid under the Current Schedule of Contributions.



  

	5.	 LIMITATION OF LIABILITY 



Diodes Incorporated and the Companies shall have no liability to the Trustees under this Deed except as set out in clause 4.2.

  

	6.	 MISCELLANEOUS 


  

	6.1	 This Deed and the documents referred to in it contain the whole agreement between the Parties relating to the transactions contemplated by this
Deed and supersede all previous Deeds between the Parties relating to these transactions. 


  

	6.2	 This Deed may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Deed, and any Party
(including any duly authorised representative of a Party) may enter into this Deed by executing a counterpart. 


  

	6.3	 A person who is not a Party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.



  

	6.4	 This Deed is governed by English law. 


  

	6.5	 The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating
to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the English courts. 



  
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 Director /s/ [Authorized Signatory] 

Witness signature /s/ [Authorized Signatory] 
 Witness name 

Witness address 
  

			
	 EXECUTED as a deed by
	  	 )

	 DIODES ZETEX LIMITED
	  	 )

	 acting by
	  	 )


 Director /s/ [Authorized Signatory] 

Witness signature /s/ [Authorized Signatory] 
 Witness name 

Witness address 
  

			
	 EXECUTED as a deed by
	  	 )

	 DIODES INCORPORATED
	  	 )

	 acting by
	  	 )


 Director /s/ [Authorized Signatory] 

Witness signature /s/ [Authorized Signatory] 
 Witness name 

Witness address 







 Trustees 

IAN J E SMITH 
 as trustee of the Diodes Zetex Pension Scheme 

acting by /s/ [Authorized Signatory] 
 Witness signature /s/
[Authorized Signatory] 
 Witness name 
 Witness address 

JAMES BROOKS 
 as trustee of the Diodes Zetex Pension Scheme 

acting by /s/ [Authorized Signatory] 
 Witness signature /s/
[Authorized Signatory] 
 Witness name 
 Witness address 

HR TRUSTEES LIMITED 
 as trustee of the Diodes Zetex Pension
Scheme 
 Director: /s/ [Authorized Signatory] 

Director/Secretary: /s/ [Authorized Signatory]