EX-10.1






COHU, INC.




RESTRICTED STOCK UNIT AGREEMENT




Cohu, Inc., a Delaware Corporation, its Parent or Subsidiary Corporations and Affiliates,
hereinafter referred to as the “Company”, has granted to the individual (the “Participant”) named
in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Unit
Agreement (the “Agreement”) relates, an award (the “Award”) of Restricted Stock Units upon the
terms and conditions set forth in the Notice and this Agreement. The Award has been granted
pursuant to and shall in all respects be subject to the terms and conditions of the Cohu, Inc. 2005
Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By signing the Notice, the
Participant: (a) represents that the Participant has read and is familiar with the terms and
conditions of the Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the
terms and conditions of the Notice, the Plan and this Agreement, (c) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors of the Company,
hereinafter referred to as the “Board”, upon any questions arising under the Notice, the Plan or
this Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Agreement
in either paper form or through electronic means.



1. Definitions and Construction.



1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.



1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.



2. Administration.



All questions of interpretation concerning this Agreement shall be determined by the Board.
All determinations by the Board shall be final and binding upon all persons having an interest in
the Award. Any officer of the Company shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, or election which is the responsibility of or which
is allocated to the Company herein, provided the officer has apparent authority with respect to
such matter, right, obligation, or election.



3. Settlement of the Award.



3.1 No Additional Payment Required. The Participant shall not be required to make any
additional monetary payment (other than applicable tax withholding, if any) upon settlement of the
Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being
settled shall be made in the form of past services rendered by the Participant to the Company or
for its benefit which the Board, by resolution, determines to have a value not less than the
aggregate purchase price of such shares of Stock.



3.2 Issuance of Shares of Stock. Subject to the provisions of Section 3.5 below,
the Company shall issue to the Participant, on a date (the “Settlement Date”) within thirty (30)
days following the earlier of (a) the Settlement Date (as defined in the Notice) or (b) the date of
termination of the Participant’s Service, a number of whole shares of Stock equal to the vested
Number of Restricted Stock Units (as defined in the Notice), rounded down to the nearest whole
number. Such shares of Stock shall not be subject to any restriction on transfer other than any
such restriction as may be required pursuant to Section 3.5. On the Settlement Date, the Company
shall pay to the Participant cash in lieu of any fractional share of Stock represented by a
fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value
on the Settlement Date of such fractional share of Stock.



 3.3 Tax Withholding. To meet the obligations of the
Company with respect to any and all income tax, (including federal, state and local taxes), social
insurance contributions, payroll tax, payment on account or other tax-related withholding
(“Tax-Related Items”) under any applicable domestic or foreign, federal, state or local statute,
ordinance, rule, or regulation in connection with any aspect of the Restricted Stock Units,
including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the
conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment,
the subsequent sale of any shares acquired at vesting and the receipt of any dividends, the
Committee shall require that the Company withhold a number of whole shares of Company Stock
otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (or
such higher amount as is allowable without adverse accounting consequences) of the Participant’s
estimated total obligation for Tax-Related Items associated with any aspect of the Restricted Stock
Units. The Company may also in lieu of or in addition to the foregoing, at its sole discretion,
(i) require the Participant to deposit with the Company an amount of cash sufficient to meet his or
her obligation for Tax-Related Items , (ii) withhold the required amounts from the Participant’s
pay during the pay periods next following the date on which any such applicable tax liability
otherwise arises, and/or (iii) sell or arrange for the sale of shares to be issued on the vesting
of the Restricted Stock Units to satisfy the Participant’s and the Company’s obligation for
Tax-Related Items. If the Participant’s and/or the Company’s obligation for Tax-Related Items is
satisfied as described in (iii) of this section, the Company will endeavor to sell only the number
of shares required to satisfy the Participant’s and the Company’s obligation for Tax-Related Items;
however, the Participant agrees that the Company may sell more shares than necessary to cover the
Tax-Related Items. The Company shall not deliver any of the shares of Company Stock until and
unless the Participant has made the deposit required herein or proper provision for required
withholding has been made. The Participant hereby consents to any action reasonably taken by the
Company to meet his or her obligation for Tax-Related Items



3.4 Certificate Registration. The certificate for the shares as to which the Award
is settled shall be registered in the name of the Participant, or, if applicable, in the names of
the heirs of the Participant.



3.5 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. No
shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares subject to the Award shall relieve the Company of any liability in respect of the failure to
issue or sell such shares as to which such requisite authority shall not have been obtained. As a
condition to the settlement of the Award, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company.



3.6 Fractional Shares. The Company shall not be required to issue fractional shares upon the
settlement of the Award.



3.7 Deferral. Subject to the Committee’s determination that this right of deferral or any
term thereof complies with applicable laws or regulations in effect from time to time, Participant
may make an election to defer the issuance of the shares issuable in accordance with the terms and
conditions set forth in a Restricted Stock Unit deferral election form approved by the Committee.
In the event of the Committee’s determination otherwise, the Committee may, in its discretion, deny
Participant this right of deferral altogether, modify the terms of the deferral and/or add such
requirements as it deems necessary or advisable to comply with applicable law and regulations. If
the Participant elects to defer the issuance of vested Restricted Stock Units in accordance with
this paragraph, payment of the deferred vested Restricted Stock Units (and any dividends payable in
accordance with paragraph 9) will be made in accordance with the terms of the deferral election.



3.8 Dividend Equivalents for Deferred Restricted Stock Units. If the Participant elects
to defer the issuance of vested Restricted Stock Units (the “Deferred Restricted Stock Units”) in
accordance with Section 3.7, the Participant will be entitled to receive dividends or distributions
paid on the shares of Stock underlying vested Deferred Restricted Stock Units in accordance with
this Section 3.8. Any such dividends or distributions automatically will be credited as Deferred
Restricted Stock Unit (the “Dividend Restricted Stock Units”).



a. Cash Dividends. If the Company declares and pays any cash dividends or cash distributions
on the share of Stock during a calendar year, then with respect to the Deferred Restricted Stock
Units that have vested as of the date the cash dividend or distribution was paid and that remain
unissued on the last Nasdaq Global Select Market trading day of that year (the “Applicable Date”),
such Deferred Restricted Stock Units will be increased on the Applicable Date by a number of
Dividend Restricted Stock Units equal to the quotient obtained by dividing the cash dividend or
distribution paid on the shares of Stock underlying such vested Deferred Restricted Stock Units by
the Fair Market Value (as defined in the Plan) of a share of Stock on the Applicable Date, rounded
down to the nearest whole share. Specifically, the number of Dividend Restricted Stock Units for
each cash dividend or distribution during a calendar year will be determined in accordance with the
following formula, rounded down to the nearest whole Share of Stock: X = (A x B)/C, where X = the
Dividend Restricted Stock Units that will become vested Deferred Restricted Stock Units on the
Applicable Date by reason of the cash dividend or distribution paid during the year, A = the number
of unissued shares of stock that were vested as of the cash dividend or distribution date and
remain subject to the vested Deferred Restricted Stock Units as of the Applicable Date, B = the per
share of Stock amount of the applicable cash dividend or distribution, and C = the Fair Market
Value of a share of Stock on the Applicable Date.



b. Stock Dividends. If the Company declares and pays any stock dividends or stock distribution
on shares of Stock during a calendar year, then the number of unissued shares of Stock, if any,
that remain subject to Participant’s vested Deferred Restricted Stock Units automatically will be
adjusted in accordance with Section 7.



c. Any Dividend Restricted Stock Units resulting from the application of this Section 3.8 will
be subject to the same terms and conditions (including, without limitation, the applicable deferral
election and forfeiture provisions) as the unissued Deferred Restricted Stock Units to which they
relate.



4. Nontransferability of the Award.



Prior to the Settlement Date, neither this Award nor any Restricted Stock Unit subject to this
Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except by will or by the laws of descent and distribution.



5. Effect of Termination of Service.



If the Participant’s Service (as defined below) is terminated by the Participant or by the
Company for any reason, including Participant’s death or disability before all Restricted Stock
Units have vested, the unvested Restricted Stock Units shall be forfeited by the Participant. As of
the 31st (or 91st if reemployment is guaranteed by statute or contract) day of a leave of absence,
vesting of the Restricted Stock Units will be suspended and vesting credit will no longer accrue,
unless otherwise determined by the Committee or required by contract or statute. If the Participant
returns to Service immediately after the end of an approved leave of absence, vesting credit shall
continue to accrue from that date of continued Service. For purposes of this Agreement, “Service”
shall mean the performance of services for the Company in the capacity of an Employee, Officer,
Consultant, or Director.



6. Change in Control. 



In the event of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may,
without the consent of the Participant, either assume the Company’s rights and obligations under
the Award or substitute for the Award a substantially equivalent award with respect to the
Acquiror’s stock. If the Award is neither assumed or substituted for by the Acquiror in connection
with the Change in Control, then the Award shall become 100% vested and settled in accordance with
Section 3 immediately prior to the effective date of the Change in Control. Furthermore,
notwithstanding the foregoing, if the corporation the stock of which is subject to the Award
immediately prior to an Ownership Change Event described in Section 13.1(a)(i) of the Plan
constituting a Change in Control is the surviving or continuing corporation and immediately after
such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its
voting stock is held by another corporation or by other corporations that are members of an
affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions
of Section 1504(b) of the Code, the Award shall not terminate unless the Board otherwise provides
in its discretion.



7. Adjustments for Changes in Capital Structure.



Subject to any required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of
shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (excepting
normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock,
appropriate and proportionate adjustments shall be made in the number and class of shares subject
to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the
Award. For purposes of the foregoing, conversion of any convertible securities of the Company
shall not be treated as “effected without receipt of consideration by the Company.” Any fractional
share resulting from an adjustment pursuant to this Section 7 shall be rounded down to the nearest
whole number. Such adjustments shall be determined by the Board, and its determination shall be
final, binding and conclusive.



8. Rights as a Stockholder, Director, Employee or Consultant.



The Participant shall have no rights as a stockholder with respect to any shares which may be
issued in settlement of this Award until the date of the issuance of a certificate for such shares
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). Except as provided in Section 3.8, no adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to the date such
certificate is issued. If the Participant is an Employee, the Participant understands and
acknowledges that, except as otherwise provided in a separate, written employment agreement between
the Company and the Participant, the Participant’s employment is “at will” and is for no specified
term. Nothing in this Agreement shall confer upon the Participant any right to continue in the
Service of the Company or interfere in any way with any right of the Company to terminate the
Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.



9. Legends.



The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing shares of stock issued pursuant to
this Agreement. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to this Award in the
possession of the Participant in order to carry out the provisions of this Section.



10. Miscellaneous Provisions.



10.1 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.



10.2 Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.



10.3 Termination or Amendment. The Board may terminate or amend the Plan or the Award at any
time; provided, however, that except as provided in Section 6 in connection with a Change in
Control, no such termination or amendment may adversely affect the Award without the consent of the
Participant unless such termination or amendment is necessary to comply with any applicable law or
government regulation. No amendment or addition to this Agreement shall be effective unless in
writing.



10.4 Notices. Any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given (except to the extent that this Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, upon deposit in the United States
Post Office, by registered or certified mail, or with an overnight courier service with postage and
fees prepaid, addressed to the other party at the address shown below that party’s signature or at
such other address as such party may designate in writing from time to time to the other party.



10.5 Integrated Agreement. The Notice and this Agreement constitute the entire understanding
and agreement of the Participant and the Company with respect to the subject matter contained
herein or therein and supersede any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Company with respect to such subject
matter other than those as set forth or provided for herein or therein. To the extent contemplated
herein or therein, the provisions of the Notice and the Agreement shall survive any settlement of
the Award and shall remain in full force and effect.



10.6 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.



10.7 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



10.8 Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to the Restricted Stock Units granted under the Plan and participation in the
Plan or future Restricted Stock Units that may be granted under the Plan by electronic means or to
request the Participant’s consent to participate in the Plan by electronic means. The Participant
hereby consents to receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.



COHU, INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS




[NAME]



In granting restricted stock units, Cohu seeks to provide employees, consultants and directors with
incentive to help drive our future success and to share in the economic benefits of that success.
We look forward to your contributions to that effort.



[INSERT NAME] (the “Participant”) has been granted an award (the “Award”) pursuant to the
Cohu, Inc. 2005 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such
right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each
such right one (1) share of Stock of Cohu, Inc., as follows:



	 	 	 	 	 
	 
	 	 
	 	 

	Date of Grant:
	 	 
	 	[INSERT DATE]

	 
	 	 
	 	 

	Number of Restricted

Stock Units:
	 	

 
	 	

[INSERT NUMBER]

	 
	 	 
	 	 

	Settlement Date:
	 	 
	 	The Vesting Date unless otherwise

specified in the Restricted Stock

Unit Election Form (the “Election

Form”)

	 
	 	 
	 	 

	Vesting:
	 	 
	 	[VESTING SCHEDULE and/or

PERFORMANCE VESTING SCHEDULE]







By their signatures below, Cohu, Inc. and the Participant agree that the Award is governed by
this Notice and by the provisions of the Restricted Stock Unit Agreement and the Plan that are
attached to and made a part of this document or are available on the Company’s internal website at
http://www.      . The Participant acknowledges either receipt of copies of the Plan and
Restricted Stock Unit Agreement in paper form or via electronic means and represents that the
Participant has read and is familiar with their provisions, and hereby accepts the Award subject to
all of its terms and conditions.



	 	 	 	 	 
	 

	 	 
	 	 
	COHU, INC.

	 	 
	 	PARTICIPANT
	 

	 	 
	 	 
	By:

	 	 
	 	

	 

	 	 
	 	 
	Its:

	 	 
	 	Signature
	 

	 	 
	 	 
	 

	 	 
	 	Date






COHU, INC.

RESTRICTED STOCK UNIT ELECTION




	 	 	 	 	 
	 

	 	 
	 	 
	TO:

	 	 
	 	Chief Financial Officer, Cohu, Inc. (the “Company”)
	 

	 	 
	 	 
	FROM:

	 	 
	 	(the “Participant”)
	 

	 	 
	 	 






I hereby elect to defer the settlement date of my Restricted Stock Units that I would
otherwise receive from Cohu, Inc. (the “Company”), subject to the terms and conditions of the
Company’s 2005 Equity Incentive Plan (the “Plan”) and this election. I understand that my election
is irrevocable. The terms of my election are as follows:



1. Plan Year to which Election applies. My election applies to the following Plan Year (the
“Election Period”):




[      ] Initial Plan Year:      , 2006 through December 31, 2006.



	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	[      ] New Employee/Director Plan Year: The

calendar year commencing on the date of my initial

employment or appointment to the Board of Directors of

the Company, which is:      , 20     .

	 	 	 	 	 	 	 








[      ] Plan Year: Fiscal year commencing      , 20     .



This election will terminate at the end of each Plan Year (unless voluntarily extended by me
prior to the beginning of a new Plan Year) or effective as of the day on which I either terminate
Service or the Plan terminates. This election and any future elections may also be terminated,
amended, or otherwise revised, at the Company’s discretion should it determine that the Restricted
Stock Unit program should be so terminated, amended or otherwise revised.



2. Restricted Stock Units Deferred. I elect to defer settlement of the following portion of
my Restricted Stock Units Award made to me during the Election Period (must be at a minimum of at
least 10% and may increase in 5% increments thereafter):



     %



3. Restricted Stock Units Deferral Elections. I hereby make the following elections with
respect to the settlement of my vested Restricted Stock Units that will be payable in a single lump
sum as provided in my Restricted Stock Unit Agreement (“Agreement”). I understand that if I fail to
make an election, or if the election is terminated, that I will be deemed to have elected
settlement of my Restricted Stock Units when such units vest as provided in the Restricted Stock
Units Notice of Grant.



Settlement Date:




Subject to the terms of the Plan and my Agreement, I will receive shares of Stock in
settlement of my Award (to the extent vested) within 30 days of the earlier of (i) any
Settlement Date I have elected below, (ii) the date of my termination of Service or (iii) the
date of any Change of Control, as defined in the Plan, if such an Award is not assumed or
substituted for a similar award.




I understand that:




A Settlement Date may be no earlier than January 1 of the second calendar year following the
Election Period (e.g. if the Election Period ends on December 31, 2006, the Settlement Date
may be no earlier than January 1, 2008).




That I may (but am not required) to elect a Settlement Date, however, if I don’t select a
Settlement Date, but have completed this form and elected to defer settlement of the Award
beyond the date such award would have become vested, that I will have made an irrevocable
election to defer settlement of the Award until my termination of Service.




I elect a Settlement Date for 100% of my Award on      . (please select a date no
earlier than January 1 of the second calendar year following the Election Period, however,
remember that the Award becomes vested on the date provided in the Notice of Grant and unless
you select a later Settlement Date, would be settled on the vesting date)



	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	[      ] I do not elect a Settlement Date (and I understand

this means that the Settlement Date will be the date I

terminated Service).







Change of Settlement Date:




I understand that I may make, with the consent of the Company, a subsequent election to
further defer settlement of this Award, and that such an election must be made at least one
(1) year prior to my originally selected Settlement Date and I further understand that my
newly elected Settlement Date must be at least five (5) years after the date of the originally
selected Settlement Date. I further understand that the ability to make such a subsequent
deferral election may not be available to me in the future if the Company changes its
administration policies to reflect any changes to the applicable law governing deferred
compensation.



4. Filing of Election. This Restricted Stock Unit Election must be filed with the Chief
Financial Officer of the Company no later than:



	 	 	 	 	 	 	 
	 
	 	(a)
	 	 
	 	For elections to defer receipt of Restricted Stock Units

during the Initial Plan Year: within 30 days after the

beginning of the Initial Plan Year.

	 
	 	(b)
	 	 
	 	For elections to defer receipt of Restricted Stock Units

during each subsequent Plan Year: the day prior to the

first day of such Plan Year.







5. Irrevocability of Election. This Restricted Stock Unit Election will become
irrevocable as of the commencement of the Election Period.



6. Award is Unfunded. I understand that the Company has not formally funded my Award and
that I am considered a general unsecured creditor of the Company with respect to my rights under
the Award.



7. Subject to Plan. This Restricted Stock Unit Election is in all respects subject to the
terms and conditions of the Plan. Should any inconsistency exist between this Restricted Stock Unit
Election, the Plan, the Restricted Stock Unit Agreement, and/or any applicable law, then the
provisions of either the applicable law or the Plan will control, with the Plan subordinated to the
applicable law.



Participant Signature



Dated: