Exhibit 10.1

EXCHANGE AGREEMENT

This Exchange Agreement (this “ Agreement ”) is entered into by and between Diodes Incorporated (the “ Company ”) and [REDACTED] (“ Holder ” and, collectively with the Company, the “ Parties ”), effective as of September 28, 2009. The Company and Holder hereby agree, covenant, represent and warrant as follows:

Article I. The Exchange

Section 1.01 Exchange of Shares for Notes .

     The Company will issue 976,424 shares (the “ Shares ”) of the Company’s common stock, par value $0.66 ² / 3 per share, CUSIP 254543101 (the “ Common Stock ”) in exchange for $19,837,000 aggregate principal amount of the Company’s outstanding 2.25% Convertible Senior Notes Due 2026, CUSIP 254543AA9 (the “ Notes ”) held by Holder (the “ Exchange ”) in the form of beneficial interests in a global note held by the Depository Trust Company (“ DTC ”).

Section 1.02 Delivery of Notes .

     On the same date as this Agreement (the “ Closing ”), Holder shall electronically transfer the Notes to an account at DTC identified by the Company as participant account number 2145.

Section 1.03 Issuance of Shares .

     On Closing the Company shall deliver:

The Shares through DTC to the account identified below:
[REDACTED]
DTC [REDACTED]
For further credit to: [REDACTED]
Contact: [REDACTED]

Section 1.04 Payment of Interest .

     The Company and Holder agree that, except as expressly provided in this Section 1.04, the issuance of Shares in the Exchange constitutes satisfaction in full of any and all amounts (including without limitation principal, interest and any other fees) owed by the Company to Holder in connection with the Notes. On Closing, the Company shall deliver to Holder $219,446.81 in cash representing all accrued but unpaid interest on the Notes by wire transfer to the account identified below:

Bank: Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No.: 021000089
Account No.: [REDACTED]
Acct Name: [REDACTED]
Further Credit: [REDACTED]
ATTN: [REDACTED]

Article II. Representations and Warranties

Section 2.01 Registration .

     The Parties each hereby acknowledge that, subject to the accuracy of the representations of the other Party in this Agreement, the Shares are being issued without registration under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance upon Section 3(a)(9) thereof.

Section 2.02 Company Representations .

     The Company hereby represents as follows:

     (i) This Agreement has been duly and validly authorized, executed and delivered by the Company and shall constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

     (ii) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Exchange contemplated hereby will not (i) result in a violation of the certificate of incorporation or bylaws of the Company, (ii) violate any material agreement to which the Company is a party or by which the Company or any of its property or assets is bound, or (iii) result in a violation of any law, rule, re