Exhibit
10.2

    

     

    
      
        
          
            
              
                	
                        

                      	
                        Kulicke
      & Soffa Industries Inc.

                      
	
                        1005
      Virginia Drive

                      
	
                        Fort
      Washington, PA  19034 USA

                      
	 	 
      
	 	
                        215-784-6000
      phone

                      
	 	
                        215-659-7588
      fax

                      
	 	
                        www.kns.com

                      


              

            

          

        

      

    

     

     

    CHANGE OF
CONTROL AGREEMENT

     

    


    THIS
CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated as
of March 25, 2009, is made by and between KULICKE AND SOFFA INDUSTRIES, INC., a
Pennsylvania corporation (the “Company”), and
__________ (the “Executive”).

     

    BACKGROUND

     

    The
Executive is an executive officer of the Company; and the board of directors of
the Company (the “Board”) has
determined that a Change of Control (as defined below) or the prospect of a
Change of Control may result in the distraction or departure of key management
personnel to the detriment of the Company.  For this reason, the Board
has determined that it is in the best interest of the Company to reinforce and
encourage the continued attention and dedication of certain key members of
management to the interests of the Company in the face of a possible Change of
Control by providing them with the terms and conditions set forth
herein.

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:

     

    1.           Definitions.  When
used in this Agreement, the following terms shall have the specific meanings
shown in this Section unless the context of any provision of this Agreement
clearly requires otherwise:

     

    (a)           “Affiliate” and “Associate” shall have
the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”).

     

    (b)           “Beneficial Owner” of
any securities shall mean:

     

    (i)           a
Person or any of such Person’s Affiliates or Associates that, directly or
indirectly, has the right to acquire such securities (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise; provided, however, that a
Person shall not be deemed the “Beneficial Owner” of securities tendered
pursuant to a tender or exchange offer made by such Person or any of such
Person’s Affiliates or Associates until such tendered securities are accepted
for payment, purchase or exchange;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)           a
Person or any of such Person’s Affiliates or Associates that, directly or
indirectly, has the right to vote or dispose of or has “beneficial ownership” of
such securities (as determined pursuant to Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), including, without limitation, pursuant to
any agreement, arrangement or understanding (whether or not in writing); provided, however, that a
Person shall not be deemed the “Beneficial Owner” of any security under this
subsection (ii) as a result of an oral or written agreement, arrangement or
understanding to vote such security if such agreement, arrangement or
understanding (A) arises solely from a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable provisions of the General Rules and Regulations under the
Exchange Act, and (B) is not then reportable by such Person on Schedule 13D or
13G under the Exchange Act (or any comparable successor report); or

     

    (iii)           a
Person or any of such Person’s Affiliates or Associates that has any agreement,
arrangement or understanding (whether or not in writing) with any other Person
for the purpose of acquiring, holding, voting (except pursuant to a revocable
proxy described in the proviso to subsection (ii) above) or disposing of any
voting securities of the Company, in which case such Person shall be the
Beneficial Owner of all securities that are Beneficially Owned, directly or
indirectly, by such other Person (or any Affiliate or Associate thereof) within
the meaning of subsection (i) or (ii) above;

     

    provided, however, that nothing
in this subsection (b) shall cause a Person engaged in business as an
underwriter of securities to be the “Beneficial Owner” of any securities
acquired through such Person’s participation in good faith in a firm commitment
underwriting until expiration of forty (40) days after the date of such
acquisition.

     

    (c)           A
“Change of
Control” shall be deemed to have taken place if:

     

    (i)           any
Person (except for the Executive or the Executive’s family, the Company, any
employee benefit plan of the Company or of any Affiliate, or any Person or
entity organized, appointed or established by the Company for or pursuant to the
terms of any such employee benefit plan), together with all Affiliates and
Associates of such Person, shall become the Beneficial Owner in the aggregate of
fifty percent (50%) or more of the shares of the Company then outstanding and
entitled to vote generally in the election of directors;

     

    (ii)           any
Person (except for the Executive or the Executive’s family), together with all
Affiliates and Associates of such Person, purchases all or substantially all of
the assets of the Company;

     

    (iii)           during
any twenty-four (24) month period, individuals who at the beginning of such
period constituted the Board cease for any reason to constitute a majority
thereof, unless the election, or the nomination for election by the Company’s
shareholders, of at least seventy-five percent (75%) of the directors who were
not directors at the beginning of such period was approved by a vote of at least
a majority of the directors in office at the time of such election or nomination
who were directors at the beginning of such period; or

     

    
      
         

      

      
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    (iv)           the
Company consummates a merger, consolidation or share exchange (a “Corporate Event”), as
a result of which the shareholders of the Company immediately before such
Corporate Event shall not hold, directly or indirectly, immediately after such
Corporate Event at least a majority of the combined voting power of the voting
securities entitled to vote generally in the election of directors of the
surviving or resulting corporation, in case of a merger or consolidation, or of
the acquiring corporation, in case of the share exchange.

     

    (d)           “Person” shall mean
any individual, firm, corporation, partnership or other entity.

     

    (e)           “Subsidiary” shall
have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.

     

    (f)           “Termination Date”
shall mean the date specified in the Notice of Termination described in Section
2 hereof as the date of the Executive’s Termination of Employment.

     

    (g)           “Termination of
Employment” shall mean the termination of the Executive’s actual
employment relationship with the Company, which constitutes a separation from
service as defined under Treas. Reg. §1.409A-1(h).

     

    (h)           “Qualifying
Termination” shall mean a Termination of Employment for reasons other
than death or disability within 18 months after a Change of Control that is
either:

     

    (i)           initiated
by the Company for any reason other than (A) intentional dishonesty, (B)
physical or mental incapacity or (C) willful refusal to perform the duties of
Executive’s office persisting for at least 30 days after written notice thereof
specifying the respects in which such duties are not being performed;
or

     

    (ii)           initiated
by the Executive upon or within six (6) months after one or more of the
following which occurs without the consent of the Executive:

     

    (A)           any
failure of the Company to comply with and satisfy any of the material terms or
conditions of this Agreement;

     

    (B)           any
substantial diminution in the position or authority of the Executive which is
inconsistent with the Executive’s then current position or
authority;

     

    (C)           reduction
of the Executive’s base salary (other than a percentage reduction applicable to
all other Executives) or exclusion of the Executive from compensation or benefit
plans made available to other executives in Executive’s salary
grade;

     

    (D)           any
requirement by the Company that the Executive relocate Executive’s primary
office or location to any office or location more than 30 miles away from the
Executive’s then current primary office or location, except for relocations in
connection with termination of expatriate assignments; or

     

    
      
         

      

      
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    (E)           the
failure by any successor to the Company to expressly adopt this Agreement as
provided in Section 12.

     

    2.           Notice of
Termination.  A party initiating a Qualifying Termination shall
deliver a Notice of Termination to the other party in accordance with Section 14
hereof.  For purposes of this Agreement, a “Notice of
Termination” means a written notice that (a) indicates the specific
termination provision in this Agreement relied upon, (b) briefly summarizes the
facts and circumstances that provide a basis for a Qualifying Termination under
the provision so indicated, and (c) specifies the Termination Date (which date
shall not be more than fifteen days after the giving of such
notice).

     

    3.           Benefits
Upon Change of Control and Qualifying Termination.  In the
event of a Qualifying Termination:

     

    (a)           Subject
to the conditions set forth in this Section 3, the Company shall pay to the
Executive an amount in cash equal to ______  times the sum of (i) the
Executive’s annual base salary and (ii) an amount equal to the Executive’s
target percentage as of the Termination Date under the Officer Incentive
Compensation Plan times the Executive’s annual base salary.  Annual
base salary shall be the annual base salary in effect for the Company’s fiscal
year in which the Termination Date occurs.  Such amount shall be paid
in the form of salary continuation in equal installments over __ months payable
on such Executive’s regularly scheduled pay dates beginning within 60 days
following such Termination Date.  In no event shall the Executive be
permitted to determine the calendar year in which such payments
begin.  If, however, the Company provides a release, substantially in
the form attached as Exhibit A, no later than the 10th
business day following the Executive’s Termination Date, the Executive shall be
entitled to only one-third of such amount payable over six months unless the
Executive executes such release within 21 days or 45 days, as provided therein,
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.  Notwithstanding the foregoing regarding the time of payment,
if on the Executive’s Termination Date, stock of Kulicke & Soffa (or any
other entity considered a single employer with Kulicke & Soffa under Treas.
Reg. §1.409A-1(g) or any successor thereto) is publicly traded on an established
securities market or otherwise, severance payments otherwise payable during the
period beginning on the Termination Date and ending on the six-month anniversary
of the Termination Date shall be paid in a lump-sum on the first business day
after such six-month anniversary.  Remaining severance payments shall
be paid on such Executive’s regularly scheduled pay dates beginning with the
first regularly scheduled pay date occurring after the six-month anniversary of
the Termination Date.

     

    (b)           Notwithstanding
the foregoing, if the foregoing payment alone or together with any other
payments and/or benefits to be made to, or for the benefit of, the Executive,
whether pursuant to this Agreement or otherwise, would subject Executive to
excise tax under Section 4999 of the Code by virtue being deemed an excess
parachute payment, such payments and/or benefits (jointly, “Parachute Payments”)
shall be reduced so that the aggregate payments are ten dollars less than three
times the Executive’s base amount, as defined in Section 280G of the Code, if
such reduction would result in the Executive retaining on an after-tax basis, an
amount greater than the Executive would retain after payment of all taxes,
including the parachute excise tax, if such payments were not
reduced.  Any reduction in Parachute Payments caused by reason of this
subsection (b) shall be applied in the manner least economically detrimental to
the Executive.  In the event reduction of two or more types of
payments would be economically equivalent, the reduction shall be applied
pro-rata to such types of payments.

     

    
      
         

      

      
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    (c)           The
Executive and the Executive’s spouse and dependent children shall be eligible
for medical, prescription drug, dental and vision insurance coverage at the same
rate of premium payment as in effect before the Qualifying Termination for the
number of months for which severance is payable under Section
3(a).  The continued coverage provided to Executive under this
subsection, including cost-sharing, shall be substantially identical to the
coverage provided during such period by the Company for its employees generally,
as if Executive had continued in employment during such period and shall meet
the requirements for COBRA health care continuation coverage.  The
COBRA health care continuation coverage period under section 4980B of the Code
shall begin to run after the continued health coverage period provided under
this Section 3(c).  If permitted by the insurer of the
Company-provided term life insurance, participation may continue for six months
following the Termination Date.

     

    (d)           The
Executive shall be entitled to equity compensation with respect to any
outstanding equity awards as provided under the terms of each applicable grant
agreement and of the plan with respect thereto governing such equity
awards.

     

    4.           Non-Exclusivity
of Rights.  Nothing in this Agreement shall prevent or limit
the Executive’s continuing or future participation in or rights under any
benefit, bonus, incentive or other plan or program provided by the Company or
any of its Subsidiaries or Affiliates and for which the Executive may qualify;
provided, however, that with
respect to a Qualifying Termination, the Executive hereby waives the Executive’s
right to receive any payments under any severance pay plan or similar program
applicable to other employees of the Company, and agrees to accept the payment
provided in Section 3 hereof in lieu of any other severance pay plan or similar
program.  Subject to the foregoing, the payments due hereunder shall
be in addition to and not in lieu of any payments or other benefits due to the
Executive under any other plan, policy or program of the Company.

     

    5.           No
Set-Off.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right that
the Company may have against the Executive or others.

     

    6.           Death.  If
the Executive dies after a Change of Control and Qualifying Termination occurs,
(a) any payments due to the Executive under this Agreement and not paid before
the Executive’s death shall continue to be made to the person or persons
designated by the Executive in writing (or Executive’s personal representative
in the absence of such a designation), and (b) the Executive’s spouse and
dependents then covered under the benefit plans referred to in Section 3(c)
shall be eligible for continued coverage in accordance with Section
3(c).

     

    7.           Indemnification.  Until
the sixth anniversary of a Change of Control and for so long thereafter as any
bona fide claim based on the Executive’s actions or failures to act in his
capacity as a service provider of the Company which was asserted on or before
such date shall not have been fully adjudicated (the “Indemnification
Period”), the Company shall provide to the Executive such rights to
indemnification, including payment of expenses incurred with respect to such
claim, as are set forth in the Company’s articles of incorporation and bylaws on
the date hereof (or, if more favorable to the Executive, as set forth in the
Company’s articles of incorporation and bylaws immediately before the Change of
Control).  In addition, the Company shall maintain director’s and
officer’s liability insurance (from an insurance company rated not less than A
by A.M. Best Company) and, if Executive served or has served as a fiduciary of
any pension or benefit plan, ERISA fiduciary insurance, on behalf of Executive,
at the level in effect immediately before the Change of Control, for the
Indemnification Period.

     

    
      
         

      

      
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    8.           Code
Section 409A.  This Agreement is
intended to comply with Code section 409A and shall be administered, interpreted
and construed in accordance therewith to avoid the imposition of additional tax
under Code section 409A.  If any in-kind benefit or expense eligible
for reimbursement under this Agreement is subject to Code section 409A, (i) the
benefits provided or the amount of expenses eligible for reimbursement during
any calendar year shall not affect the benefits provided or expenses eligible
for reimbursement in any other calendar year, except as otherwise provided in
Treas. Reg. §1.409A-3(i)(1)(iv)(B), and (ii) any reimbursement shall be made no
later than the December 31 following the calendar year in which the expense
was incurred.

     

    9.           Confidential
Information and Non-Solicitation.

     

    (a)           For
purposes of this Agreement, the Executive acknowledges and agrees that the terms
“Confidential Information” and “Trade Secrets” shall mean information that the
Company or any of its Subsidiaries owns or possesses, that it uses or is
potentially useful in its business, that it treats as proprietary, private or
confidential, and that is not generally known to the public.  The
Executive further acknowledges that the Executive’s relationship with the
Company is one of confidence and trust such that the Executive has in the past
been, and may in the future be, privy to Confidential Information and Trade
Secrets of the Company or any of its Subsidiaries.

     

    (b)           The
Executive covenants and agrees that during the term of the Executive’s
employment by the Company and at all times thereafter the Executive shall keep
all Confidential Information and Trade Secrets strictly confidential and that
the Executive shall safeguard the Confidential Information and Trade Secrets
from exposure to, or appropriation by unauthorized Persons, and that the
Executive shall not, without the prior written consent of the Company, divulge,
reveal, report, publish, transfer or use, for any purpose whatsoever, such
Confidential Information and Trade Secrets.

     

    (c)           The
Executive acknowledges and agrees that the Company’s business is highly
competitive, that the Confidential Information and Trade Secrets have been
developed by the Company at significant expense and effort, and that the
restrictions contained in this Section 9 are reasonable and necessary to protect
the Company’s legitimate business interests.

     

    (d)           The
parties to this Agreement acknowledge and agree that any breach by the Executive
of any of the covenants or agreements contained in this Section 9 will result in
irreparable injury to the Company for which money damages could not adequately
compensate the Company and therefore, in the event of any such breach, the
Company shall be entitled (in addition to any other rights and remedies which it
may have at law or in equity) to have an injunction issued by any competent
court enjoining and restraining the Executive and any other Person involved
therein from continuing such breach.  The existence of any claim or
cause of action which the Executive may have against the Company or any other
Person (other than a claim for the Company’s breach of this Agreement for
failure to make payments hereunder) shall not constitute a defense or bar to the
enforcement of such covenants.

     

    
      
         

      

      
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    (e)           If
any portion of the covenants or agreements contained in this Section 9, or the
application hereof, is construed to be invalid or unenforceable, the other
portions of such covenant(s) or agreement(s) or the application thereof shall
not be affected and shall be given full force and effect without regard to the
invalid or unenforceable portions to the fullest extent possible.  If
any covenant or agreement in this Section 9 is held to be unenforceable because
of the duration thereof or the scope thereof, then the court making such
determination shall have the power to reduce the duration and limit the scope
thereof, and the covenant or agreement shall then be enforceable in its reduced
form.

     

    10.           Taxes.  Any
payment required under this Agreement shall be subject to all requirements of
law with regard to the withholding of taxes, filing, making of reports and the
like, and the Company shall use its best efforts to satisfy promptly all such
requirements.

     

    11.           Term of
Agreement.  The term of this Agreement shall be three (3) years
from the date hereof and shall be automatically renewed for successive one-year
periods unless the Company notifies the Executive in writing that this Agreement
will not be renewed at least sixty (60) days prior to the end of the current
term; provided,
however, that
(a) from and after a Change of Control during the term of this Agreement, this
Agreement shall remain in effect until all of the obligations of the parties
hereunder are satisfied or have expired, and (b) this Agreement shall terminate
if, before the Change of Control, the employment of the Executive with the
Company or any of its Subsidiaries, as the case may be, shall terminate for any
reason, or if the Executive shall cease to be an executive officer of the
Company.

     

    12.           Successor
Company.  The Company shall require any successor or successors
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company, by agreement
in form and substance satisfactory to the Executive, to acknowledge expressly
that this Agreement is binding upon and enforceable against the Company in
accordance with the terms hereof, and to become jointly and severally obligated
with the Company to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession or
successions had taken place.  Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach of
this Agreement.  As used in this Agreement, the Company shall mean the
Company as hereinbefore defined and any successor or successors to its business
or assets, jointly and severally.

     

    13.           Disputes.  All
disputes and contested claims arising out of, or in connection with, this
Agreement shall be decided by arbitration in Philadelphia, Pennsylvania in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association as then in effect.  The decision or decisions reached in
such arbitration shall be final and binding upon the parties, and judgment
thereon may be entered in any court of competent jurisdiction.  The
Company shall pay the expenses of arbitration other than the fees and expenses
of the Executive’s counsel and expert witnesses; provided, however, that the
Company shall pay the Executive the reasonable fees and expenses of counsel
incurred in enforcing any of the obligations of the Company under this Agreement
if the Executive is awarded any sum in such arbitration.

     

    
      
         

      

      
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    14.           Notice.  All
notices and other communications required or permitted hereunder or necessary or
convenient herewith shall be in writing and shall be delivered personally or
mailed by registered or certified mail, return receipt requested, or by
overnight express courier service, as follows:

     

    If to the
Company, to:

     

    Kulicke
and Soffa Industries, Inc.

    1005
Virginia Drive

    Fort
Washington, PA  19034

    Attention:  David
J. Anderson, Esq., Vice President and General Counsel

     

    With a
copy to:

     

    Drinker
Biddle & Reath LLP

    One Logan
Square

    18th and
Cherry Streets

    Philadelphia,
PA  19103-6996

    Attention:  F.
Douglas Raymond III, Esq.

     

    If to the
Executive, to:

     

    _______________________

    _______________________

    _______________________

    


    or to
such other names or addresses as the Company or the Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this Section 14; provided, however, that if no
such notice is given by the Company following a Change of Control, notice at the
last address of the Company or to any successor pursuant to Section 12 hereof
shall be deemed sufficient for the purposes hereof.  Any such notice
shall be deemed delivered and effective when received in the case of personal
delivery; five days after deposit, postage prepaid, with the U.S. Postal Service
in the case of registered or certified mail; or on the next business day in the
case of an overnight express courier service.

     

    15.           Governing
Law.  This Agreement shall be governed by and construed by and
interpreted under the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws provisions thereof.

     

    16.           Contents
of Agreements, Amendment and Assignment.

     

    (a)           This
Agreement supersedes all prior agreements, and sets forth the entire
understanding between the parties hereto, with respect to the subject matter
hereof and cannot be changed, modified, extended or terminated except upon
written amendment executed by the Executive and approved by the Board and
executed on the Company’s behalf by a duly authorized officer.

     

    
      
         

      

      
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    (b)           Nothing
in this Agreement shall be construed as giving the Executive any right to be
retained in the employ of the Company.

     

    (c)           All
of the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective heirs, representatives,
successors and assigns of the parties hereto, except that the duties and
responsibilities of the Executive hereunder shall not be assignable in whole or
in part by the Executive or the Company, except to the extent provided in
Section 12 hereof.

     

    17.           Severability.  If
any provision of this Agreement or application thereof to anyone or under any
circumstances shall be determined to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions or
applications of this Agreement that can be given effect without the invalid or
unenforceable provision or application.

     

    18.           No
Mitigation.  The Executive shall not be required to mitigate
the amount of any payment or benefit provided for in this Agreement by seeking
other employment or otherwise.  Except as provided in Section 3, the
amount of any payment or benefit provided for herein shall not be reduced by any
compensation earned by other employment or otherwise.

     

    19.           Previous
Agreements.  By entering into this Agreement, the parties agree
that any previous agreements or understandings regarding the Executive in
connection with a change of control are hereby terminated.

     

    20.           Miscellaneous.  All
section headings are for convenience only.  This Agreement may be
executed in several counterparts, each of which is an original.  It
shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts.

     

    IN WITNESS WHEREOF, the
undersigned, intending to be legally bound, have executed this Agreement as of
the date first above written.

     

    
      
        
          
            	 	KULICKE
      AND SOFFA INDUSTRIES, INC.	 
	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


          

        

      

    

     

    
      
        
          
            
              
                	 	 	 
	 	 	 	 
	
                         

                      	           
      	 
	 	Name
      of Executive	 
	 	 	 	 
	 	 	 	 


              

            

          

        

      

    

     

    
      
         

      

      
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    EXHIBIT
A

    FORM OF
RELEASE

     

    


               1.           Release.  In further
consideration of the compensation and benefits provided pursuant to the Change
of Control Agreement between Kulicke and Soffa Industries, Inc. (the “Company”)
and _________________ (the “Executive”) and intending to be legally bound,
Executive hereby irrevocably and unconditionally releases and forever discharges
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 (except and only as set forth in the Change in
Control Agreement), 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.  Executive 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.  Executive 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.  Executive 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 [twenty-one] [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 Executive 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.

    


    
      
         

      

      
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    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 Executive 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 Executive or that the
termination of Executive’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 7, on the eighth day after Executive
signs this Release.  Executive 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.  Executive
may revoke this Release if, before 5:00 p.m. on the seventh day after Executive
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 Executive]	 
	 	 	 	 
	 	 	 	 


    

     

    
      
         

      

      
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