Exhibit
10.1

    

     

     

     

     

     

     

    KULICKE
AND SOFFA INDUSTRIES, INC.

     

    OFFICER
SEVERANCE PAY PLAN

     

    March
2009

     

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

    

     

    
      
        
          	 	 	

                  Page

                
	 	 	 
	
                  PART 1.

                	
                  DEFINITIONS 

                	
                  1

                


        

      

    

    
      	
               
      

            	
              §1.1

            	
              Cause 

            	
              1

            


    

    
      
        	
                 
      

              	
                §1.2

              	
                Code 

              	
                1

              


      

    

    
      	
               
      

            	
              §1.3

            	
              Company 

            	
              1

            


    

    
      
        	
                 
      

              	
                §1.4

              	
                Good
      Reason 

              	
                1

              


      

    

    
      	
               
      

            	
              §1.5

            	
              Officer 

            	
              1

            


    

    
      
        	
                 
      

              	
                §1.6

              	
                Plan 

              	
                2

              


      

    

    
      	
               
      

            	
              §1.7

            	
              Plan
      Year 

            	
              2

            


    

    
      
        	
                 
      

              	
                §1.8

              	
                Separation
      from Service 

              	
                2

              


      

    

    
      	
               
      

            	
              §1.9

            	
              Termination
      Date 

            	
              2

            


    

     

    
      
        	
                PART
      2.

              	
                ELIGIBILITY
      FOR SEVERANCE BENEFIT 

              	
                2

              


      

    

    
      	
               
      

            	
              §2.1

            	
              Eligibility
      Requirements 

            	
              2

            


    

     

    
      
        	
                PART
      3.

              	
                SEVERANCE
      PAYMENTS AND BENEFITS 

              	
                2

              


      

    

    
      	
               
      

            	
              §3.1

            	
              Amount
      of Severance Pay 

            	
              2

            


    

    
      
        	
                 
      

              	
                §3.2

              	
                Waiver
      and Release 

              	
                2

              


      

    

    
      	
               
      

            	
              §3.3

            	
              Noncompetition
      and Nonsolicitation 

            	
              3

            


    

    
      
        	
                 
      

              	
                §3.4

              	
                Plan
      Not Funded 

              	
                3

              


      

    

    
      	
               
      

            	
              §3.5

            	
              Form
      and Time of Payment 

            	
              3

            


    

    
      
        	
                 
      

              	
                §3.6

              	
                Delayed
      Payment Date 

              	
                3

              


      

    

    
      	
               
      

            	
              §3.7

            	
              Continuation
      of Health Benefits 

            	
              4

            


    

    
      
        	
                 
      

              	
                §3.8

              	
                Incentive
      Awards 

              	
                4

              


      

    

    
      
        	
                 
      

              	
                §3.9

              	
                Equity
      Awards 

              	
                

                  4

                

              
	 	§3.10	

                401(k)
      Plan4

              	

                4

              


      

    

    
      
      

    

     

    
      	
              PART
      4.

            	
              OTHER
      PLAN FEATURES 

            	
              4

            


    

    
      
        	
                 
      

              	
                §4.1

              	
                Claims
      Procedure 

              	
                4

              


      

    

    
      	
               
      

            	
              §4.2

            	
              Amendment
      of Plan 

            	
              6

            


    

     

    
      
        	
                PART
      5.

              	
                ADDITIONAL
      INFORMATION 

              	
                6

              


      

    

    
      	
               
      

            	
              §5.1

            	
              Name
      of Plan 

            	
              6

            


    

    
      
        	
                 
      

              	
                §5.2

              	
                Plan
      Administrator 

              	
                6

              


      

    

    
      
        	
                 
      

              	
                §5.3

              	
                Withholding 

              	
                6

              


      

    

    
      
        	
                 
      

              	
                §5.4

              	
                No
      Right to Employment 

              	
                6

              


      

    

    
      	
               
      

            	
              §5.5

            	
              Construction 

            	
              6

            


    

    
      
        	
                 
      

              	
                §5.6

              	
                Controlling
      Document 

              	
                7

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    KULICKE
AND SOFFA INDUSTREIS, INC.

     

    OFFICER
SEVERANCE PAY PLAN

     

    WHEREAS, Kulicke and Soffa
Industries, Inc. maintains the Kulicke and Soffa Industries, Inc. Officer
Severance Pay Policy in order to provide severance benefits to certain eligible
officers of Kulicke and Soffa Industries, Inc.; and

     

    WHEREAS, it is desired to
amend and restate the policy in the form of a plan, to add a non-compete
requirement, to revise the definition of cause, to delete the provision
providing for severance upon separation from service due to disability and to
add a form of release;

     

    NOW, THEREFORE, effective as
of the execution date set forth below, the policy is amended and restated in the
form of a Plan to read as follows:

     

    PART
1.  DEFINITIONS

     

    When the
following terms are used in this document with initial capital letters, they
shall have the following meanings:

     

    §1.1           Cause means the
Officer’s (i) intentional dishonesty, (ii) physical or mental incapacity or
(iii) willful refusal to perform the duties of his or her office persisting at
least 30 days after written notice specifying the respects in which such duties
are not being performed.

     

    §1.2           Code means the
Internal Revenue Code of 1986, as amended.

     

    §1.3           Company means Kulicke
and Soffa Industries, Inc., a Pennsylvania corporation.

     

    §1.4           Good Reason means the
following actions without the Officer’s consent, (i) any substantial diminution
in the position or authority of the Officer which is inconsistent with the
Officer’s then current position or authority, (ii) reduction of the Officer’s
base salary (other than a percentage reduction applicable to all other Officers)
or exclusion of the Officer from compensation or benefit plans made available to
other Officers in his or her salary grade, (iii) any requirement by the Company
that the Officer relocate his primary office or location to any office or
location more than 30 miles away from the Officer’s then current primary office
or location, except for reassignments in connection with termination of
expatriate assignments, (iv) failure by any successor to the Company to
expressly adopt this Plan, and (v) any failure of the Company to comply with and
satisfy any of the material terms or conditions of this Plan. 

     

    §1.5           Officer means any
individual actively employed by the Company as the Chief Executive Officer or in
Salary Grade 18 or above.  Notwithstanding the foregoing, Officers
with employment agreements providing for alternative severance arrangements are
not “Officers” covered by this policy.  For example, Gregg Kelly is
not covered by this policy.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    §1.6           Plan means the
severance pay plan established by the Company for the benefit of eligible
Officers known as the “Kulicke and Soffa Industries, Inc. Officer Severance Pay
Plan” as described herein and as the same may be amended from time to time
hereafter.

     

    §1.7           Plan Year means the
twelve-consecutive-month period beginning on any January 1 and ending on the
following December 31.

     

    §1.8           Separation from
Service means an Officer’s termination of employment which termination
constitutes a separation from service with the Employer and all affiliated
companies considered a single employer with the Employer, within the meaning of
Treas. Reg. §1.409A-1(h) or any successor thereto.

     

    §1.9           Termination Date
means the date of the Officer’s Separation from Service.

     

    PART
2.  ELIGIBILITY FOR SEVERANCE BENEFIT

     

    §2.1           Eligibility
Requirements - An Officer who has a Separation from Service as a result
his or her employment being terminated by the Company without Cause or as a
result of his or her voluntary termination for Good Reason within six months
after the event which constitutes Good Reason shall be entitled to severance pay
and benefits as provided below.  Notwithstanding anything to the
contrary set forth in this Plan, the Company will not pay any severance payment
or benefit of any kind to an Officer terminated by the Company in connection
with a divestiture of a business of the Company if the Officer receives an offer
of employment from the purchaser of the divested business (or an affiliate of
the purchaser) which includes targeted annual cash compensation of at least 90%
of his or her targeted annual cash compensation at the Company on the
Termination Date. For purposes of this calculation, the Company targeted annual
cash compensation shall not include any special bonus or other amount payable or
paid to the Officer in connection with the disposition of the divested
business.

     

    PART
3.  SEVERANCE PAYMENTS AND BENEFITS

     

    §3.1           Amount of Severance
Pay - Subject to §3.2 and §3.3, an Officer shall receive severance pay
equal to 18 months of his or her base salary in effect at his or her Termination
Date.  

     

    §3.2           Waiver and Release -
The Company shall provide a release to the Officer, substantially in the form
set forth in Exhibit A no later than the 10th
business day following the Officer’s Termination
Date.  Notwithstanding any provision of this Plan to the contrary, the
Officer shall be entitled to only six months of payments and benefits under this
Plan, and not
eighteen months, unless the Officer executes such release within 45 days of the
later of the date he receives the release or his Termination Date and does not
revoke it within the required seven-day revocation period.

     

    
      
        
        

      

      
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    §3.3           Noncompetition and
Nonsolicitation - Commencing on the Officer’s Termination Date and
continuing for the six-month or 18-month period during which the Officer is
entitled to severance pay, the Officer shall not:

     

    
      	
               
      

            	
              (i)

            	
              directly
      or indirectly, together or separately or with any third party, whether as
      an individual proprietor, partner, stockholder, officer, director, joint
      venturer, investor, or in any other capacity whatsoever actively engage in
      business or assist anyone or any firm in business as a manufacturer,
      seller, or distributor of any products or services which are the same,
      like, similar to, or which compete with the products and services offered
      by the Company (or any of its affiliates) in any geographic area over
      which Officer had any direct or indirect responsibility during the last
      two years of his employment with the
Company;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              directly
      or indirectly recruit, solicit or encourage any employee of the Company
      (or any of its affiliates) or otherwise induce such employee to leave the
      employ of the Company (or any of its affiliates) or to become an employee
      or otherwise be associated with his or any firm, corporation, business or
      other entity with which he is or may become associated;
  or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              solicit,
      directly or indirectly, for himself or as agent or employee of any person,
      partnership, corporation, or other entity (other than for the Company)
      with the intent of actively engaging in business, any then or former
      customer, supplier, or client of the Company with respect to whom Officer
      had any direct or indirect responsibility during his last two years of
      employment with the Company.

            


    

    


    In the
event Officer breaches the foregoing terms, the Company’s obligation to make any
further severance payments shall cease and the Company may, in its discretion,
discontinue all future severance payments.

     

    §3.4           Plan Not Funded - The
Company will not make any contributions to fund this Plan.  Any
severance payments made pursuant to the Plan will be paid out of the general
funds of the Company.  Former Officers receiving or entitled to
receive severance payments will not have any secured or preferred interest by
way of trust, escrow, lien or otherwise in any specific assets and their rights
shall be solely those of an unsecured general creditor of the
Company.

     

    §3.5           Form and Time of
Payment - Severance pay will be paid in equal installments on the
Officer’s regularly scheduled pay dates over six months or 18 months, as
applicable, beginning within 60 days following the Officer’s Termination Date,
except as otherwise provided under §3.6 below.  In no event, however,
shall the Officer be permitted to determine the calendar year in which such
payments begin.

     

    §3.6           Delayed Payment Date
- Notwithstanding any provisions of this Plan to the contrary, if on the
Officer’s Termination Date, stock of the Company (or any other entity considered
a single employer with the Company under Treas. Reg. §1.409A-1(g) or any
successor thereto) is publicly traded on an established securities market or
otherwise, severance payments shall not be made or commence to be made before
the first business day following the six-month anniversary of the Officer’s
Termination Date.  Any installment payments that would otherwise have
been made within such six-month period shall accumulate and be paid in one lump
sum on the first business day following such six-month
anniversary.  Remaining severance payments shall be paid on such
Officer’s regularly scheduled pay dates beginning with the first regularly
scheduled pay date occurring after the six-month anniversary of the Termination
Date.

     

    
      
        
        

      

      
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    §3.7           Continuation of Health
Benefits - Provided required contributions (at the same rate as
applicable to active employees) are made on a timely basis, medical,
prescription drug, dental and vision insurance coverage may continue for the
number of months of severance pay to which the Officer is
entitled.  The COBRA healthcare continuation coverage period under
Code section 4980B shall begin to run after the continued health coverage period
provided under this §3.7.  If permitted by the insurer of the
Company-provided term life insurance, participation may continue for six months
following the Termination Date.  

     

    §3.8           Incentive
Awards.  An Officer shall be eligible for a quarterly cash
incentive award for a fiscal quarter (if such awards were granted) under the
Officer Incentive Plan only if the Officer’s Termination Date is on or after the
last day of such fiscal quarter.  Payment, if any, will take place on
the payment date determined for that award period for Officers in accordance
with the terms of the Officer Incentive Plan.

     

    §3.9           Equity
Awards.  Any entitlement to equity compensation with respect to
any equity awards outstanding immediately prior to the Termination Date shall be
determined in accordance with the terms of each applicable grant agreement and
of the plan with respect thereto.

     

    §3.10                 401(k)
Plan.  Participation in the Kulicke & Soffa Incentive
Savings Plan shall cease upon the Officer’s Termination Date in accordance with
the terms of such Plan.

     

    PART
4.  OTHER PLAN FEATURES

     

    §4.1           Claims Procedure -
Benefits will be paid from the Plan to the Officer only after an eligible
Separation from Service as set forth in Part 2 above.  If an Officer
believes he or she is entitled to benefits, or is in disagreement with any
determination that has been made, he or she may present a claim to the Company
as Plan Administrator.

     

    (a)           Making a
Claim.  Any person who believes she or he is entitled to
receive benefits or disputes the benefit amount provided under this Plan may
file a claim for benefits.  A claim must be written and must be
delivered to the Plan Administrator.  If the Plan Administrator denies
in whole or in part any claim for a benefit under the Plan, the claimant shall
be sent notice of such decision not later than 90 days after receipt of the
claim by the Plan Administrator, unless special circumstances require an
extension of time for processing the claim.  If such an extension of
time for processing is required, written notice of the extension shall be sent
to the claimant prior to the termination of initial 90-day
period.  The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Plan Administrator
expects to render the final decision, which date shall not be more than 180 days
from the date the claim was filed; provided, however, that in the event the
claimant fails to submit information necessary to decide the claim, such period
shall be tolled from the date on which the extension notice is sent to the
claimant until the date on which the claimant responds to the request for
additional information.

     

    
      
        
        

      

      
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    The
written or electronic notice, which the Plan Administrator shall provide to
every claimant who is denied a claim for benefits shall set forth in a manner
calculated to be understood by the claimant:

     

    (i)           the
specific reason or reasons for the denial;

     

    (ii)           specific
reference to pertinent Plan provisions on which the denial is
based;

     

    (iii)           a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary; and

     

    (iv)           an
explanation of the review procedures and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil
action under §502(a) of ERISA following an adverse benefit determination or
review.

     

    (b)           Requesting Review of a
Denied Claim.  A claimant or his authorized representative may
request a review of the claim and its denial by the Plan
Administrator.  Such request shall be made in writing and shall be
presented to the Plan Administrator not more than 60 days after receipt by the
claimant of notification of the denial of a claim.  The claimant shall
be provided upon request, and free of charge, reasonable access to, and copies
of, all documents, records and other information relating to the claim for
benefits.  The claimant may submit written issues, documents and other
information prepared relating to the claim and the Plan Administrator shall take
into account all such information without regard to whether such information was
submitted or considered in the initial benefit determination.

     

    The Plan
Administrator shall make its decision on review not later than 60 days after
receipt of the claimant’s request for review, unless special circumstances
require an extension of time, in which case a decision shall be rendered as soon
as possible but not later than 120 days after receipt of the request for review;
provided, however, in the event the claimant fails to submit information
necessary to make a benefit determination on review such period shall be tolled
from the date the extension notice is sent to the claimant until the date the
claimant responds to the request for additional information.  If such
an extension of time for review is required because of special circumstances,
written notice of the extension shall be sent to the claimant prior to the
commencement of the extension.  In the event of a denial, the written
or electronic notice of the decision shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, and
specific references to the pertinent Plan provisions on which the decision is
based.  The notice of denial shall also include (i) a statement that
the claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, or other information relevant
to the claimant’s claim for benefits; and (ii) a statement describing any
voluntary appeal procedures offered by the Plan, and a statement of the
claimant’s right to bring an action under §502(a) of ERISA.

     

    
      
        
        

      

      
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    A
claimant shall have no right to bring any action in any court regarding a claim
for benefits prior to filing a claim for benefits and exhausting his or her
rights to review under this §4.1 in accordance with the time frames set forth
herein.  It is intended that the claims procedure of this Plan be
administered in accordance with the claims procedure regulations of the
Department of Labor set forth in 29 CFR §2560.503-1.

     

    (c)           Plan
Interpretation.  The Plan Administrator will be the sole judge
of the application and interpretation of the Plan, and will have the
discretionary authority to construe the provisions of the Plan, to resolve
disputed issues of fact, and to make determinations regarding eligibility for
benefits.  The decisions of the Plan Administrator in all matters
relating to the Plan (including, but not limited to, eligibility for benefits,
plan interpretations, and disputed issues of fact) will be final and binding on
all parties.

     

    (d)           Delegation of
Authority.  The Plan Administrator reserves the right to
delegate its authority to make decisions.  Any such delegate shall
have all the duties and discretionary authority and power of the Plan
Administrator under this §4.1.

     

    §4.2           Amendment of Plan -
The Company reserves the right to amend the Plan at any time by action of its
Management Development and Compensation Committee of the Board of Directors
provided that no amendment shall materially or adversely affect the rights of an
Officer covered under the Plan at the time of amendment without the Officer’s
consent.  The Plan may be terminated only with the consent of the
Officers covered under the Plan at the time of such termination.

     

    PART
5.  ADDITIONAL INFORMATION

     

    §5.1           Name of Plan - The
Plan name is “Kulicke and Soffa Industries, Inc. Officer Severance Pay
Plan.”

     

    §5.2           Plan Administrator -
The Plan Administrator is Kulicke and Soffa Industries,
Inc.  

     

    §5.3           Withholding - The
Company shall be entitled to withhold from any payments under the Plan any
amount required by law to be withheld under federal, state and local wage
withholding requirements.

     

    §5.4           No Right to
Employment - The establishment and maintenance of the Plan shall not
confer upon any Officer the right to be continued in the employ of the Company,
and the Company expressly reserves the right to terminate the employment of any
Officer, whenever the interest of the Company, in its sole judgment, may so
require.

     

    §5.5           Construction - This
Plan is intended to comply with the requirements of Code section 409A and
regulations issued thereunder and shall be construed and interpreted in
accordance therewith in order to avoid the imposition of additional tax
thereunder.  All questions pertaining to interpretation,
administration, validity and effect of the provisions of the Plan shall
otherwise be determined in accordance with the laws of Pennsylvania to the
extent they are not preempted by federal law.

     

    
      
        
        

      

      
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    §5.6           Controlling Document
- This Plan supersedes the prior Officer Severance Pay Policy.

     

    IN WITNESS WHEREOF, Kulicke
and Soffa Industries, Inc. has caused this Plan to be duly executed this 25 day
of March, 2009.

     

    
      
        	 	KULICKE
      AND SOFFA INDUSTRIES, INC.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ David
      J. Anderson	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
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    EXHIBIT
A

    FORM
OF  RELEASE

     

    


    1.           Release.  In further
consideration of the compensation and benefits provided pursuant to the Kulicke
and Soffa Industries, Inc. Officer Severance Pay Plan, _________________ (the
“Officer”) intending to be legally bound, hereby irrevocably and unconditionally
releases and forever discharges Kulicke and Soffa Industries, Inc. (the
“Company”) and any and all of its parents, subsidiaries, affiliates, related
entities, joint venturers and each of its and their predecessors, successors,
insurers, owners, stockholders, directors, officers, employees, attorneys, and
other agents (“Released Parties”) of and from any and all rights, obligations,
promises, agreements, debts, losses, controversies, claims, causes of action,
liabilities, damages, and expenses, including without limitation attorneys’ fees
and costs, of any nature whatsoever, whether known or unknown, asserted or
unasserted, which he ever had, now has, or hereafter may have against the
Released Parties, or any of them, that arose at any time before or upon his
signing this Release, including without limitation the right to take discovery
with respect to any matter, transaction, or occurrence existing or happening at
any time before or upon his signing this Release and any and all claims arising
under any oral or written Company program, policy or practice, contract,
agreement or understanding, any common-law principle of any jurisdiction, any
federal, state or local statute or ordinance, with all amendments thereto,
including without limitation the National Labor Relations Act of 1947, the Civil
Rights Acts of 1866, 1871, 1964, and 1991, the Equal Pay Act, the Age
Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the
Bankruptcy Code, the Fair Credit Reporting Act, the Worker Adjustment and
Retraining Notification Act, the Employee Retirement Income Security Act of
1974, the Americans With Disabilities Act of 1990, the Family and Medical Leave
Act of 1993, the Health Insurance Portability and Accountability Act of 1996,
the Sarbanes-Oxley Act of 2002, the Pennsylvania Human Relations Act, and any
other employee-protective law of any jurisdiction that may
apply.  (All claims encompassed by this Paragraph are hereinafter
referred to collectively as the “Claims”).

    


    2.           Covenant Not To
Sue.  Officer hereby represents and warrants that he has
brought no complaint, claim, charge, action or proceeding against any of the
Released Parties in any judicial, administrative or any other
forum.  Officer covenants to the fullest extent permitted by law that
he will not lodge any formal or informal complaint in court, with any federal,
state or local agency or in any other forum, whether or not arising out of or
related to his employment by or the performance of any services to or on behalf
of the Company or the termination of that employment or those
services.

    


    3.           Knowing and Voluntary
Agreement.  Officer acknowledges that he has carefully read and
fully understands all of the provisions and effects of this Release; that the
Company has advised him in writing, by this Paragraph, to consult with an
attorney, and that he has consulted with an attorney of his choice, before
signing this Release; that the Company has provided him with no less than
forty-five days to consider this Release before signing it; that the Company has
provided him with no less than seven days within which to revoke this Release
after signing it; that Officer is voluntarily entering into this Release free of
coercion and duress; and that neither the Company nor any of its agents or
attorneys has made any representations or promises concerning the terms or
effects of this Release.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Severability.  If
any provision of this Release is determined to be invalid or unenforceable, the
remainder of this Release other than such provision shall not be affected and
will remain in full force and effect.

    


    5.           Good Faith
Settlement.  This Release constitutes the good faith settlement
of all claims or potential claims Officer may have against the Released Parties,
or any of them, and is not and shall not in any way be construed as an admission
of any wrongful or discriminatory act against Officer or that the termination of
Officer’s employment was in any way wrongful or unlawful.

    


    6.           Effective
Date.  This Release shall become effective and enforceable,
unless sooner revoked pursuant to Paragraph 8, on the eighth day after Officer
signs this Release.  Officer shall deliver this Release bearing his
original signature to the Company at the following address:

    


    [Name]

    Kulicke and Soffa Industries,
Inc.

    1005 Virginia Drive

    Fort Washington,
PA   19034

    


    7.           Revocation.  Officer
may revoke this Release if, before 5:00 p.m. on the seventh day after Officer
signs the Release, he delivers to the Company, at the address specified in
Paragraph 6, written notice of his intent to revoke this Release.

    


    IN WITNESS WHEREOF, intending to be
legally bound, the undersigned has executed this Release this ____ day of
___________, 200__.

     

    
      	 	 	 
	 	 	 	 
	
               

            	
               

            	 	 
	 	 	

              [Name
      of Officer]

            	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
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