EX-10.1






AGREEMENT




This Indemnity Agreement (“Agreement”) is made as of      , 2008 by and between Cohu,
Inc., a Delaware corporation (the “Company”), and      (“Indemnitee”).



RECITALS




WHEREAS, highly competent persons have become more reluctant to serve or continue to serve
publicly­held corporations as directors or officers or in other capacities unless they are provided
with adequate protection through insurance and adequate indemnification against inordinate risks of
claims and actions against them arising out of their service to and activities on behalf of the
corporation and as a result of the added risk of liabilities imposed by the Sarbanes Oxley Act;



WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to
attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis,
at its sole expense, liability insurance to protect persons serving the Company and its
subsidiaries from certain liabilities. However, the continued availability and extent of insurance
to cover the risks posed to the Company’s directors and officers as a result of their service to
the Company are difficult or impossible to predict with certainty. Directors, officers and other
persons in service to corporations or business enterprises are being increasingly subjected to
expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The By-Laws of the
Company (the “By-Laws”) require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the
Delaware General Corporation Law (“DGCL”). The By-Laws and the DGCL expressly provide that the
indemnification provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the board of directors, officers
and other persons with respect to indemnification;



WHEREAS, the uncertainties relating to such insurance and to indemnification have increased
the difficulty of attracting and retaining such persons;



WHEREAS, the Board has determined that the increased difficulty in attracting and retaining
such persons is detrimental to the best interests of the Company’s stockholders and that the
Company should act to assure such persons that there will be increased certainty of such protection
in the future;



WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent
permitted by applicable law so that they will serve or continue to serve the Company free from
undue concern that they will not be so indemnified;



WHEREAS, this Agreement is a supplement to and in furtherance of the By-Laws of the Company
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor
to diminish or abrogate any rights of Indemnitee thereunder; and



WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he be so indemnified;



NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:



1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, or
director or key employee of the Company for so long as Indemnitee is duly elected or appointed or
until Indemnitee tenders his or her resignation or is terminated by the Company or becomes
incapacitated.



2. DEFINITIONS. As used in this Agreement:



(a) References to “agent” shall mean any person who is or was a director, officer, or employee
of the Company or a Subsidiary of the Company or other person authorized by the Company to act for
the Company serving in such capacity as a director, officer, employee, fiduciary or other official
of another corporation, partnership, limited liability company, joint venture, trust or other
enterprise at the request of, for the convenience of, or to represent the interests of the Company
or a Subsidiary of the Company.



(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date
hereof.



(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date
of this Agreement of any of the following events:



(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors, unless (1) the change in the relative Beneficial
Ownership of the Company’s securities by any Person results solely from a reduction in the
aggregate number of outstanding shares of securities entitled to vote generally in the election of
directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined
below) and such acquisition would not constitute a Change in Control under part (iii) of this
definition;



(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the
Board, and any new director whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least a majority of the directors then still in office
who were directors on the date hereof or whose election for nomination for election was previously
so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least
a majority of the members of the Board;



(iii) Corporate Transactions. The effective date of a reorganization, merger or consolidation
of the Company (a “Business Combination”), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors immediately prior to
such Business Combination beneficially own, directly or indirectly, more than 51% of the combined
voting power of the then outstanding securities of the Company entitled to vote generally in the
election of directors resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or substantially all of
the Company’s assets either directly or through one or more Subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination, of the securities
entitled to vote generally in the election of directors; (2) no Person (excluding any corporation
resulting from such Business Combination) is the beneficial Owner, directly or indirectly, of 15%
or more of the combined voting power of the then outstanding securities entitled to vote generally
in the election of directors of such corporation except to the extent that such ownership existed
prior to the Business Combination; and (3) at least a majority of the Board of Directors of the
corporation resulting from such Business Combination were Continuing Directors at the time of the
execution of the initial agreement, or of the action of the Board of Directors, providing for such
Business Combination;



(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation
of the Company or an agreement or series of agreements for the sale or disposition by the Company
of all or substantially all of the Company’s assets, other than factoring the Company’s current
receivables or escrows due (or, if such approval is not required, the decision by the Board to
proceed with such a liquidation, sale, or disposition in one transaction or a series of related
transactions); or



(v) Delegation of Certain Powers to a Committee. The delegation by the Board to a committee,
whether it be the Audit Committee, a Special Committee or other committee of the power to bring or
assume control of a litigation against the Indemnitee; or



(vi) Other Events. There occurs any other event of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar
item on any similar schedule or form) promulgated under the Exchange Act (as defined below),
whether or not the Company is then subject to such reporting requirement.



(d) “Corporate Status” describes the status of a person who is or was a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any
other Enterprise (as defined below) which such person is or was serving in such capacity at the
request of the Company.



(e) “Delaware Court” shall mean the Court of Chancery of the State of Delaware.



(f) “Disinterested Director” shall mean a director of the Company who is not and was not a
party to the Proceeding (as defined below) in respect of which indemnification is sought by
Indemnitee.



(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger to which the
Company (or any of its wholly owned subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is
or was serving at the request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent.



(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



(i) “Expenses” shall include reasonable attorneys’ fees and costs, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, and all other disbursements or
expenses in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding
(as defined below). Expenses also shall include Expenses incurred in connection with any appeal
resulting from any Proceeding (as defined below), including without limitation the premium,
security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or
its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.



(j) “Independent Counsel” shall mean a law firm or a member of a law firm that is experienced
in matters of corporation law and neither presently is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding
(as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under
this Agreement.



(k) References to “fines” shall include any excise tax assessed on Indemnitee with respect to
any employee benefit plan; references to “serving at the request of the Company” shall include any
service as a director, officer, employee, agent or fiduciary of the Company which imposes duties
on, or involves services by, such director, officer, employee, agent or fiduciary with respect to
an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner
“not opposed to the best interests of the Company” as referred to in this Agreement.



(l) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the
Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i)
the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit
plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined
below) of the Company or of a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company.



(m) A “Potential Change in Control” shall be deemed to have occurred if: (i) the Company
enters into an agreement or arrangement, the consummation of which would result in the occurrence
of a Change in Control; (ii) any Person or the Company publicly announces an intention to take or
consider taking actions which if consummated would constitute a Change in Control; (iii) any Person
who becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing
five percent (5%) or more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors increases such Person’s Beneficial
Ownership of such securities by five percent (5%) or more over the percentage so owned by such
Person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control has occurred.



(n) The term “Proceeding” shall include any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing
or any other actual, threatened or completed proceeding, whether brought in the right of the
Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer or
key employee of the Company, by reason of any action (or failure to act) taken by him or of any
action (or failure to act) on his part while acting as a director or officer of the Company, or by
reason of the fact that he is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in
each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this
Agreement.



(o) The term “Subsidiary” with respect to any Person, shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.



3. INDEMNITY IN THIRD PARTY PROCEEDINGS. The Company shall indemnify and hold harmless
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is
threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments,
liabilities, fees, penalties and amounts paid in settlement if such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or
on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that his conduct was unlawful.



4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and
hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness or otherwise) in any
Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by
or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company. No indemnification for Expenses shall be made under
this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the extent that any
court in which the Proceeding was brought or the Delaware Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification.



5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.
Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to
(or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in
defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify and
hold harmless Indemnitee against all Expenses actually and reasonably incurred by him in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify and hold harmless Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any
claim, issue or matter in such a Proceeding by



dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.



6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any
Proceeding to which Indemnitee is not a party, he shall be indemnified and held harmless against
all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection
therewith.



7. ADDITIONAL INDEMNIFICATION. Notwithstanding any limitation in



Sections 3, 4, or 5, the Company shall indemnify and hold harmless, to the extent permitted by law,
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee if, by reason of Indemnitee’s Corporate Status, Indemnitee is a party to or
threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor). The only limitation that shall exist upon the
Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated
to make any payment to Indemnitee that is finally determined (under the procedures, and subject to
the presumptions, set forth in Sections 12, 13 and 14) to be unlawful.



8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.



(a) To the fullest extent permissible under applicable law, if the indemnification and hold
harmless rights provided for in this Agreement are unavailable to Indemnitee in any Proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the
Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance,
the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties,
amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding
without requiring Indemnitee to contribute to such payment, and the Company hereby waives and
relinquishes any right of contribution it may have at any time against Indemnitee.



(b) The Company shall not enter into any settlement of any Proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.



(c) The Company hereby agrees fully to indemnify and hold harmless Indemnitee from any claims
for contribution which may be brought by officers, directors or employees of the Company other than
Indemnitee who may be jointly liable with Indemnitee.



9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be
obligated under this Agreement to make any indemnity in connection with any claim made against
Indemnitee:



(a) for which payment has actually been received by or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess beyond the amount
actually received under any insurance policy, contract, agreement, other indemnity provision or
otherwise;



(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by
Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or
similar provisions of state statutory law or common law; or



(c) Except as otherwise provided in Sections 14(e)-(f) hereof, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or
any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers,
employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.



10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.



(a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent
permitted by applicable law, the Company shall advance the Expenses incurred by Indemnitee (or
reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a statement or
statements requesting such advances from time to time, whether prior to or after final disposition
of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without
regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate
entitlement to indemnification under the other provisions of this Agreement. Advances shall include
any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of
advancement, including Expenses incurred preparing and forwarding statements to the Company to
support the advances claimed. The Indemnitee shall qualify for advances, to the fullest extent
permitted by applicable law, solely upon the execution and delivery to the Company of an
undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the
provisions of this Agreement, the By-Laws, applicable law or otherwise. This Section 10(a) shall
not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.
The obligations set forth in this Section may be specifically enforced at the election of the
indemnitee through an action filed in the Delaware Court seeking preliminary and permanent relief,
and it shall not be a defense to an action seeking specific enforcement under this provision 10(a)
that the Indemnitee has or may have a remedy at law.



(b) The Company will be entitled to control the defense of any proceeding unless there exists
a conflict of interest between the Company and the Indemnitee, in which case the Indemnitee shall
have separate counsel of his or her choosing. In the event that more than one director or officer
indemnitee of the Company shall become parties to the same Proceeding, the Indemnitee shall
cooperate in the retention of counsel representing more than one Indemnitee upon the reasonable
request of the Company. The Company shall participate in the Proceeding, if at all, at its own
Expense.



(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which
would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without the
Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.



11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.



(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement, or otherwise.



(b) Indemnitee may deliver to the Company a written application to indemnify and hold harmless
Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to
time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following
such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to
indemnification shall be determined according to Section 12(a) of this Agreement.



12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.



(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement
to indemnification shall be made in the specific case by one of the following methods, which shall
be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even
though less than a quorum of the Board or (ii) by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise
Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to
indemnification, including a description of any reason or basis for which indemnification has been
denied. If it is so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (10) days after such determination, Indemnitee shall reasonably
cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.



(b) In the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as
provided in this Section l2(b). The Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent Counsel so selected
and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the
Board, the Company shall give written notice to Indemnitee advising him of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event,
Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice
of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be,
a written objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the requirements of
“Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction has determined that such
objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court
for resolution of any objection which shall have been made by the Company or Indemnitee to the
other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Delaware Court, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under Section l2(a) hereof.
Upon the delivery of its opinion pursuant to Section 12(a) or, if earlier, the due commencement of
any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to
the applicable standards of professional conduct then prevailing).



(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to
fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.



13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.



(a) In making a determination with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons or entity of any
determination contrary to that presumption. Neither the failure of the Company (including by its
directors or Independent Counsel) to have made a determination prior to the commencement of any
action pursuant to this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by its directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.



(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement
to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a final judicial
determination that any or all such indemnification is expressly prohibited under applicable law;
provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an
additional fifteen (15) days, if the person, persons or entity making the determination with
respect to entitlement to indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information relating thereto.



(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful.



(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted
in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or
on information or records given or reports made to the Enterprise by an independent certified
public accountant or by an appraiser or other expert selected by the Enterprise. The provisions of
this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement.



(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee,
partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under this Agreement.



14. REMEDIES OF INDEMNITEE.



(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of
Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section
10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of
the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5,
6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by
the Company of a written request therefor, (v) a contribution payment is not made in a timely
manner pursuant to Section 8 of this Agreement, or (vi) payment of indemnification pursuant to
Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an
adjudication by the Delaware Court to such indemnification, contribution or advancement of
Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard
to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.



(b) In the event that a determination shall have been made pursuant to Section 12(a) of this
Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section
14, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the
Company shall have the burden of proving Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be, and the Company may not refer to or introduce into
evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for
any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section
14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section
10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).



(c) If a determination shall have been made pursuant to Section I2(a) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.



(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are
not valid, binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement.



(e) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted
by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the
Company’s receipt of such written request) advance to Indemnitee, to the fullest extent permitted
by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial
proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover
damages for breach of, this Agreement or any other indemnification, advancement or contribution
agreement or provision of the Company’s By-Laws now or hereafter in effect; or (ii) for recovery or
advances under any insurance policy maintained by any person for the benefit of Indemnitee,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advance, contribution or insurance recovery, as the case maybe.



(f) Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law
for amounts which the Company indemnifies or is obliged to indemnify for the period commencing with
the date on which Indemnitee requests indemnification, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the
Company.



15. ESTABLISHMENT OF TRUST. In the event of a Potential Change in Control, or a Change in
Control, the Company shall, upon written request by Indemnitee, create a “Trust” for the benefit of
Indemnitee and from time to time upon written request of Indemnitee shall fund such Trust in an
amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such
request to be incurred in connection with investigating, preparing for, participating in or
defending any Proceedings, and any and all judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection
with any and all Proceedings from time to time actually paid or claimed, reasonably anticipated or
proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or
other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company.
Nothing in this Section 15 shall relieve the Company of any of its obligations under this
Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the
Company and the Indemnitee are unable to reach such an agreement, by Independent Counsel selected
in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that,
except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (a) the
Trust shall not be revoked or the principal thereof invaded, without the written consent of the
Indemnitee; (b) the Trustee shall advance, to the fullest extent permitted by applicable law,
within two (2) business days of a request by the Indemnitee and upon the execution and delivery to
the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the
extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the
Company, any and all Expenses to the Indemnitee; (c) the Trust shall continue to be funded by the
Company in accordance with the funding obligations set forth above; (d) the Trustee shall promptly
pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification
pursuant to this Agreement or otherwise; and (e) all unexpended funds in such Trust shall revert to
the Company upon mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the
Company are unable to reach such an agreement, by Independent Counsel selected in accordance with
Section l2(b) of this Agreement, that the Indemnitee has been fully indemnified under the terms of
this Agreement. The Trust shall be governed by Delaware law (without regard to its conflicts of
laws rules) and the Trustee shall consent to the exclusive jurisdiction of the Delaware Court in
accordance with Section 23 of this Agreement.



16. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by the
Indemnitee and approved by the Board, the Company may at any time and from time to time provide
security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line
of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee,
may not be revoked or released without the prior written consent of the Indemnitee.



17. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;



SUBROGATION.



(a) The rights of indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Company’s By-Laws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of
any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be
afforded currently under the Company’s By-Laws or this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such
change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise; provided,
however, that to the extent the provisions of this Agreement are inconsistent with the Company’s
By-Laws and this Agreement provides Indemnitee with a greater benefit, the provisions of this
Agreement shall apply. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other right or remedy.



(b) The DGCL and the Company’s By-Laws permit the Company to purchase and maintain insurance
or furnish similar protection or make other arrangements including, but not limited to, providing a
trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of
Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such
capacity as a director, officer, employee or agent of the Company, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against such liability under
the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase,
establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit
or affect the rights and obligations of the Company or of the Indemnitee under this Agreement
except as expressly provided herein, and the execution and delivery of this Agreement by the
Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the
Company or the other party or parties thereto under any such Indemnification Arrangement.



(c) To the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, trustees, partners, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage available for any such director, officer,
trustee, partner, managing member, fiduciary, employee or agent under such policy or policies. If,
at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a
party or a participant (as a witness or otherwise), the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in
accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.



(d) In the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.



(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is
or was serving at the request of the Company as a director, officer, trustee, partner, managing
member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of expenses from such
Enterprise.



18. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein
shall continue during the period Indemnitee serves as a director or officer of the Company or as a
director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other
corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee
shall be subject to any possible Proceeding (including . any rights of appeal thereto and any
Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his
Corporate Status, whether or not he is acting in any such capacity at the time any liability or
expense is incurred for which indemnification can be provided under this Agreement.



19. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any Section, paragraph or sentence of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



20. ENFORCEMENT AND BINDING EFFECT.



(a) The Company expressly confirms and agrees that it has entered into this Agreement and
assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director,
or officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director, or officer or key employee of the Company.



(b) Without limiting any of the rights of Indemnitee under the By-Laws as they may be amended
from time to time, this Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject matter hereof.



(c) The indemnification and advancement of expenses provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company),
shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of
the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of
Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other
legal representatives.



(d) The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the
Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to
assume and agree 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 had taken place.



(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this
Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further
agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm and that by seeking
injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or
obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree
that Indemnitee shall be entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent injunctions, without the
necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court,
and the Company hereby waives any such requirement of such a bond or undertaking.



21. MODIFICATION AND WAIVER. Except as provided in Section 17(a), no supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.



22. NOTICES. All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and
receipted for by the party to whom said notice or other communication shall have been directed, or
(ii) mailed by certified or registered mail with postage prepaid, or (iii) sent by a courier
service (paid by sender) on the third (3rd) business day after the date on which it is so mailed:



(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or
such other address as Indemnitee shall provide in writing to the Company.



(b) If to the Company, to:



Cohu, Inc.



12367 Crosthwaite Circle



Poway, CA. 92064



Attention: General Counsel



or to any other address as may have been furnished to Indemnitee in writing by the Company.



23. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and
Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Delaware Court and not in
any other state or federal court in the United States of America or any court in any other country;
(b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any
action or proceeding arising out of or in connection with this Agreement; (c) waive any objection
to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and
agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware
Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to
a jury trial.



24. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this Agreement.



25. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the
feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.



IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year
first above written.



	 	 	 
	COHU, INC.

	 	INDEMNlTEE
	     

By:

	 	     

Name:
	
 
	 	Address:






Title: