Unassociated Document


    Exhibit
10.5

    


    KULICKE
AND SOFFA INDUSTRIES, INC.

    2009
EQUITY PLAN

    


    Restricted Stock Award
Agreement

    


    This Restricted Stock Award Agreement
(the “Agreement”) is between Kulicke and Soffa Industries, Inc. (the “Company”)
and Christian Rheault (the “Participant”) pursuant to the Kulicke and Soffa
Industries, Inc. 2009 Equity Plan (the “Plan”).  Capitalized terms
that are not defined herein shall have the same meanings given to such terms in
the Plan.

    


    WHEREAS, on October 29, 2009 the
Committee granted to the Participant a Restricted Stock Award in accordance with
the provisions of the Plan, a copy of which is attached hereto; and

    


    WHEREAS, the Participant and the
Company desire to enter into this Agreement to evidence and confirm the grant of
such Restricted Stock Award on October 29, 2009 (“Award Date”) on the terms and
conditions set forth herein.

    


    NOW THEREFORE, in consideration of the
mutual covenants hereinafter set forth and for other good and valuable
consideration, the legal sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:

    


    1.           Award of Restricted
Stock.  The Company awarded to the Participant on the Award
Date 16,500 Shares subject to the restrictions set forth in Paragraph 2
(“Restricted Stock”).  This grant is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects to the terms
and conditions of the Plan now in effect and as it may be amended from time to
time (but only to the extent that such amendments apply to outstanding grants of
Restricted Stock).  Such terms and conditions are incorporated herein
by reference, made a part hereof, and shall control in the event of any conflict
with any other terms of this Agreement.

     

    2.           Vesting.  The
Participant shall vest in (i.e., have the right to sell,
assign, transfer, pledge, or otherwise encumber or dispose of) the number of
shares of Restricted Stock granted under this Agreement (as stated in Paragraph
1) in equal installments over a period of three years, one-third on each
anniversary of the Award Date, provided the Participant remains continuously
employed through each vesting date.

     

    Notwithstanding
the foregoing, any unvested Restricted Stock Awards at the end of the
Participant’s Employment Term, as defined in the Rheault Employment Agreement
dated June 25, 2009, shall immediately vest upon that date.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Stock Certificate;
Restrictions.  Certificates for Shares shall be registered in
the Participant's name (or, if the Participant so requests, in the name of the
Participant and the Participant's spouse, jointly with right of
survivorship).  With respect to Shares in which the Participant is not
vested on the Award Date, certificates for such unvested Shares together with a
stock power executed in favor of the Company shall be deposited with the
Company’s Transfer Agent.  Certificates for such unvested Shares shall
be held by the Transfer Agent until the Participant becomes vested in such
Shares.  The certificates may include a legend setting forth the
restrictions on transfer.

     

    4.           Voting and Dividend
Rights.  The Participant shall have the right to vote unvested
Shares subject to the Restricted Stock Award and shall be entitled to receive
dividends.  Any stock dividends shall have the same status and be
subject to the same vesting schedule as applies to the Shares of Restricted
Stock with respect to which such dividends are attributable.  Any cash
dividends shall also be subject to the same vesting schedule as the Shares to
which such dividends are attributable and shall be paid on the date such Shares
vest.

     

    5.           Termination of
Service.  If the Participant terminates employment with the
Company and Related Corporations for any reason (including death or Disability),
all unvested Shares subject to the Award at the time of such termination of
employment shall be forfeited and transferred to the Company pursuant to the
stock power described in Paragraph 3 without any further action by the
Participant and all cash dividends attributable to such unvested Shares shall be
forfeited.

     

    Notwithstanding the foregoing, in the
event of a Participant’s involuntary termination without Cause, a pro rata
portion of the Restricted Stock Award which would otherwise vest on the next
anniversary of the Award Date (the “Anniversary Date”) shall vest upon the date
of termination.  The pro rata portion shall be calculated by
multiplying the number of Shares subject to vesting on the next Anniversary Date
by a fraction, the numerator of which is the number of full vesting months of
the Participant’s employment in the twelve vesting month period ending on such
Anniversary Date and the denominator of which is twelve.  Vesting
months are measured from the Award Date (and each Anniversary Date thereof) to
the corresponding day of each succeeding month.

     

    6.           Notice of Tax
Election.  If the Participant makes an election under section
83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), for the
immediate recognition of income attributable to the award of Restricted Stock,
the Participant shall inform the Company in writing of such election within 10
days of the filing of such election.  The amount includible in the
Participant’s income as result of an election under section 83(b) of the Code
shall be subject to applicable federal, state and local tax withholding
requirements and to such additional withholding rules (the “Withholding Rules”)
as shall be adopted by the Committee.

     

    7.           Adjustment in
Capitalization.  In the event any stock dividend, stock split,
or similar change in the capitalization of the Company affects the number of
issued Shares such that an adjustment is required in order to preserve, or to
prevent the enlargement of, the benefits or potential benefits intended to be
made available under this Award, then the number of Shares issuable upon vesting
shall be proportionately adjusted as provided under the terms of the
Plan.  Unless the Committee determines otherwise, the number of Shares
subject to this Restricted Stock Award shall always be a whole
number.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.           Certain Corporate
Transactions.  In the event of a corporate transaction (as, for
example, a merger, consolidation, acquisition of property or stock, separation,
reorganization, or liquidation), each outstanding Award shall be assumed by the
surviving or successor entity; provided, however, that in the event of a
proposed corporate transaction, the Committee may terminate all or a portion of
any outstanding Award, if it determines that such termination is in the best
interests of the Company.

     

    If the
Participant will, following the corporate transaction, be employed by or
otherwise providing services to an entity which is a surviving or acquiring
entity in such transaction or an affiliate of such an entity, the Committee may,
in lieu of the action described above with respect to outstanding Awards,
arrange to have such surviving or acquiring entity or affiliate grant to the
Participant a replacement award which, in the judgment of the Committee, is
substantially equivalent to the Award.

    


    9.           Change in
Control.  Notwithstanding any other provisions of this
Agreement, in the event a Change in Control (as defined in the Plan) occurs and
the surviving or successor entity does not agree to assume the Restricted Stock
Award, Shares covered by the Restricted Stock Award not previously forfeited
shall become fully vested and such Shares shall be delivered to the
Participant.  If the surviving or successor entity agrees to assume
the outstanding Restricted Stock Award and the Participant is involuntarily
terminated without Cause (as defined in the Plan) prior to the twenty-four (24)
month anniversary of the Change in Control, then as of the date of such
termination of employment, Shares covered by the Restricted Stock Award not
previously forfeited shall become fully vested and such Shares shall be
delivered to the Participant.

     

    10.           Transferability.  The
Participant may not assign or transfer, in whole or in part, Shares subject to
the Restricted Stock Award in which the Participant is not vested.

     

    11.           Withholding of
Taxes.  The obligation of the Company to deliver Shares upon
the vesting of Restricted Stock shall be subject to applicable Federal, state
and local tax withholding requirements.  The Participant, subject to
the provisions of the Plan and the Withholding Rules may satisfy the withholding
tax, in whole or in part, by electing to have the Company withhold Shares (or by
returning previously acquired Shares to the Company).  Such election
must be made in compliance with and subject to the Withholding Rules, and the
Company may limit the number of Shares withheld to satisfy the minimum tax
withholding requirements to the extent necessary to avoid adverse accounting
consequences.

     

    12.           No Right to Continued
Employment.  Neither the execution and delivery hereof nor the
granting of the Award shall constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Company or any of its
Related Corporations to employ or continue the employment of the Participant for
any period.

     

    13.           Governing
Law.  This Agreement shall be construed in accordance with, and
its interpretation shall be governed by applicable Federal law, and otherwise by
the laws of the Commonwealth of Pennsylvania (without reference to the
principles of conflicts of laws).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.           Signature in
Counterpart.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signature
thereto and hereto were upon the same instrument.

     

    15.           Binding Effect;
Benefits.  This Agreement shall be binding upon and inure to
the benefit of the Company and the Participant and their respective successors
and permitted assigns.  Nothing in this Agreement, express or implied,
is intended or shall be construed to give any person other than the Company or
the Participant or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision
contained herein.

     

    16.           Amendment.  This
Agreement may not be altered, modified or amended except by a written instrument
signed by the Company and the Participant.

     

    17.           Sections and Other
Headings.  The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

     

    IN WITNESS WHEREOF, the Company, by its
duly authorized officer, and the Participant have executed this Agreement in
duplicate as of the day and year first above written.

    


    
      
        
          
            
              
                
                  
                    	
                            KULICKE
      AND SOFFA INDUSTRIES, INC.

                          
	 
      	
                             

                          
	
                            By:

                          	
                                  
                              /s/
      David
      J. Anderson

                            

                          
	
                            Name:

                          	
                            David
      J. Anderson

                          
	
                            Title:

                          	
                            VP
      & General Counsel

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Christian
      Rheault

                          
	
                              

                          	

                            Participant

                          
	
                            Date:

                          	
                            January
      28,
      2010

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
10.5

     

    ASSIGNMENT
SEPARATE FROM CERTIFICATE

    


    FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto Kulicke & Soffa Industries, a
Pennsylvania corporation (the “Company”), ________________ (_________) common
shares of the Company, standing in the undersigned's name on the books of the
Company and represented by Certificate Nos. _______, _______, _______ and
_______ herewith and
does hereby irrevocably constitute and appoint
___________________________ as his or her attorney to transfer such
shares on the books of the Company with full power of substitution in the
premises.

    


    
      
        
          
            
              
                	
                        Dated_________________

                      	
                        Sign
      Name:

                      	 
      
	 	 	 
	 
      	
                        Print
      Name:

                      	 
      


              

            

          

        

      

    

    


    Instruction:  The
purpose of this assignment is to enable the Company to transfer any unvested
restricted shares back to the company that may be forfeited due to termination
of employment without requiring additional signatures on your
part.  Please do not fill in any
blanks on this form other than the date, your signature and your printed
name.  Please sign exactly as you would like your name to
appear on the issued share certificates.