Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2012, the Compensation Committee of the Board of Directors of IXYS Corporation (the "Company") approved a Fifth Amended Executive Employment Agreement, with a term ending July 31, 2015, pursuant to which Dr. Nathan Zommer, Chief Executive Officer of the Company, will be paid salary at the rate of $580,000 per year and will be eligible for a performance bonus annually.

Dr. Zommer's employment agreement provides for health insurance, life insurance, a car and related expenses (or an allowance for such) and other benefits, as well as payments equal to eighteen months of salary and the cost of health insurance in the event of termination without cause. In the event of termination without cause or for good reason within one year following a change in control of the Company, Dr. Zommer will be entitled to a payment equal to three times his average annual cash compensation and acceleration of any unvested stock options, as well as certain other benefits. In the event of disability, Dr. Zommer shall receive up to 18 months of salary and certain benefits.

On July 10, 2012, the Compensation Committee approved a Second Amended Executive Employment Agreement, with a term ending July 31, 2015, pursuant to which Mr. Uzi Sasson, President of the Company, will be paid salary at the rate of $355,000 per year and will be eligible for a performance bonus annually.

Mr. Sasson's employment agreement provides for health insurance, life insurance, a car and related expenses (or an allowance for such) and other benefits, as well as payments equal to one month of salary for each year of service (up to 18 months) and the cost of 18 months of health insurance in the event of termination without cause. In the event of termination without cause or for good reason within one year following a change in control of our company, Mr. Sasson will be entitled to a payment equal to two times his average annual cash compensation and acceleration of any unvested stock options, as well as certain other benefits. In the event of disability, Mr. Sasson shall receive up to 18 months of salary and certain benefits.

The employment agreements were effective as of July 16, 2012.

---

Top of the Form