Exhibit
10.1      




      
        
          
            
              
                
                  	
                          

                        	
                          Kulicke
      & Soffa Industries Inc.

                          1005
      Virginia Drive

                          Fort
      Washington, PA 19034 USA

                        
	 
      	
                          215-784-6000
      phone

                        
	 
      	
                          215-659-7588
      fax

                        
	 
      	
                          www.kns.com

                        


                

              

            

          

        





    


    November
16, 2010

     

    Mr.
Jonathan H. Chou

     

    Dear
Jonathan:

     

    As we discussed, the principal terms of
your employment are set forth below.  You will be an employee of
Kulicke & Soffa Pte Ltd.  (the “Company”), and you will be elected
to the office of Senior Vice President and Chief Financial Officer of Kulicke
and Soffa Industries, Inc. (“KSI”).   If you are in agreement,
please sign, date and return a copy of this letter.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Start
      Date:

                                            	 	
                                              December
      13, 2010

                                            
	 
      	 	 	 
      
	
                                              Location:

                                            	 	
                                              Singapore

                                            
	 
      	 	 	 
      
	
                                              Base
      Salary:

                                            	 	
                                              An
      amount in Singapore dollars equal to US$285,000 per annum converted using
      the 30-day average exchange rate on the date of this letter, payable in
      accordance with Company practice.

                                            
	 
      	 	 	 
      
	
                                              Incentive
      Cash Bonus:

                                            	 	
                                              Annual
      Target is 65% of Base Salary with a range of 0% to 200% of target based on
      performance.  Bonuses are awarded and paid
      quarterly.  Performance targets will be determined by the
      Management Development and Compensation Committee of the Board of
      Directors of KSI.   The terms of the incentive cash bonus
      plan for executive officers may be revised by the Board of Directors of
      KSI.

                                                

                                              
                                              

                                              Please
      refer Company’s Proxy Statement dated 12/31/2009 for plan
      details.

                                            
	 
      	 	 	 
      
	
                                              Sign-On
      Equity Awards

                                            	 	
                                              You
      will be granted two equity awards equal to US$550,000 based on the share
      price on the date of grant.

                                                  

                                              
                                              

                                              The
      first equity award will be equal to US$366,000 and will be granted in the
      form of Performance Share Units under the KSI 2009 Equity
      Plan.    The service period and the performance period
      are thirty-six months.  The award cliff-vests 36 months from the
      date of grant.  The payout will be between zero and 200% of the
      number of share units granted, based upon shareholder return relative to a
      market index.

                                               

                                            


                                    

                                     

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                     

                                     

                                    
                                      	 	 	
                                              The
      second equity award will be equal to US$184,000 and will be granted in the
      form of Restricted Share Unit Awards under the KSI 2009 Equity
      Plan.  The award vests ratably over 36 months, with one-third
      vesting on each anniversary of the grant date.

                                                  

                                              
                                              

                                              Please
      refer to KSI’s Proxy Statement dated 12/31/2009 and the 2009 Equity Plan
      for plan details.

                                            
	 	 	 
	
                                              Sign-On
      Cash Bonus:

                                            	 	
                                              A
      lump sum cash payment of US$150,000 is to be paid on your Start Date
      converted to Singapore dollars using the 30-day average exchange rate on
      the date of this letter.  This cash payment must be returned to
      the Company if your employment is terminated by the Company for “Cause” or
      if you resign for any reason other than “Good Reason,” (as such terms are
      defined in KSI’s officer severance policy) before the one-year anniversary
      of your Start Date.

                                            
	 
      	 	 	 
      
	
                                              Benefits:

                                            	 	
                                              Global
      medical coverage will be provided for you and your
  family.

                                            
	 
      	 	 	 
      
	
                                              Vacation:

                                            	 	
                                              Twenty-two
      (22) vacation days per year.

                                            
	 
      	 	 	 
      
	
                                              Severance:

                                            	 	
                                              If
      either the Company terminates your employment for any reason other than
      “Cause” or if you resign for “Good Reason,” (as such terms are defined in
      the Company’s officer severance policy). You will be entitled
      to:

                                            
	 
      	 	
                                              ·

                                            	
                                              An
      amount equal to 18 months’ base salary as of the last day of your
      employment, subject to your entering into a general release in favor of
      the Company, KSI, and all other KSI or Company affiliates, satisfactory to
      the Company.  If you do not enter into the general release, you
      will only be entitled to six months of base salary.  In no event
      will any severance be paid to you if you are employed by, a director of,
      or an advisor to, a competitor of KSI during the applicable severance
      period.  Non-competition and confidentiality will be addressed
      in a separate agreement between you and the Company.

                                            
	 
      	 	
                                              ·

                                            	
                                              Severance
      payments will be paid as follows: salary continuation on your regularly
      scheduled pay dates for 18 months; provided that, if on your termination
      date, stock of KSI (or any other entity considered a single employer with
      KSI under U.S. Treas. Reg. §1.409A-1(g) or any successor thereto) is
      publicly traded on an established securities market or otherwise,
      severance payments shall not be made or commence to be made before the
      first business day following the six-month period beginning on your
      termination date.  Any installment payments that would otherwise
      have been made within such six-month period shall accumulate and be paid
      in one lump sum on the first business day following such six-month
      period.  Remaining severance payments shall be paid on your
      regularly scheduled pay dates beginning with the first regularly scheduled
      pay date occurring after the six-month period that begins on your
      termination date.

                                            


                                    

                                     

                                     

                                     

                                     

                                     

                                     

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        2

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                     

                                    
                                    

                                    
                                      	 
      	 	
                                              ·

                                            	
                                              Continuation
      of participation for you and your family in medical, prescription drug,
      dental, and vision benefit programs for any applicable severance
      period.

                                            
	 
      	 	
                                              ·

                                            	
                                              Continuation
      of eligibility to participate in Company life insurance program to a
      maximum of six months after the last day of your employment, subject to
      the agreement of the life insurance provider.

                                            
	 
      	 	
                                              ·

                                            	
                                              Vesting
      of any stock options would stop on the last day of your employment. You
      would have three months after such date to exercise vested stock options,
      unless different terms apply under the applicable stock option plan(s).
      Any entitlement to share awards would be determined in accordance with the
      terms of the applicable plan.

                                            
	 
      	 	      
                                              ·

                                            	
                                              The
      terms of this policy are subject to modification by the Board of Directors
      of KSI in light of, among other things, changes in applicable regulations
      or market practices.

                                            
	 
      	 	 	
                                               
      

                                            
	
                                              Change-in-control:

                                            	 	
                                              We
      will provide to you a change-in-control agreement, which will, in general,
      provide that if your employment is terminated by the Company for any
      reason other than Cause, or you terminate your employment voluntarily for
      Good Reason (as such terms are defined in the change-in-control
      agreement), within 18 months after a Change of Control of KSI, you will
      receive the following payments and benefits:

                                            
	 
      	 	
                                              ·

                                            	
                                              An
      amount equal to 18 months of your annual base salary plus target annual
      incentive bonus (“target” is 100% achievement), subject to you entering
      into a general release in favor of the Company, KSI and its subsidiaries,
      acceptable to Company.  If you do not enter into the general
      release, you will only be entitled to six months of base
      salary.   The timing of these payments is subject to the
      six month delay described above in this offer letter in the paragraph
      entitled “Severance.”

                                            
	 
      	 	
                                              ·

                                            	
                                              Continuation
      of benefits during the severance period for your spouse and dependent
      children at the same premium rate as in effect prior to your termination
      date;

                                            
	 
      	 	
                                              ·

                                            	
                                              Continuation
      of eligibility to participate in the Company’s life insurance program for
      a maximum of six months after the last day of your employment if permitted
      by the life insurance provider; and

                                            
	 
      	 	
                                              ·

                                            	
                                              Please
      refer to the 2009 Equity Plan for the terms of equity awards upon a change
      in control of KSI.

                                            


                                    

                                       

                                     

                                     

                                     

                                     

                                     

                                     

                                    
                                      
                                        
                                        

                                      

                                      
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                                                  ·

                                                	
                                                  You
      understand that the KSI Board may review change in control arrangements
      with you and other executives in the future in light of, among other
      things, changes in applicable regulations or market
    practices.

                                                
	 
      	 	 	
                                                   
      

                                                
	
                                                  Relocation

                                                	 	
                                                  ·

                                                	
                                                  Reimbursement
      of actual relocation expenses including household goods move, replacement
      insurance, airfare, visa support and temporary living assistance during
      your family’s transition to Singapore.

                                                
	 	 	 	 
	
                                                  Transition
      to Singapore

                                                	 	
                                                  ·

                                                	
                                                  S$10,000
      per month housing allowance for 24 months starting in June
      2011;

                                                
	 
      	 	
                                                  ·

                                                	
                                                  Subsidy
      of 50% of the costs of education for your two dependent children for 48
      months and

                                                
	 
      	 	
                                                  ·

                                                	
                                                  Tax
      preparation and filing assistance for 2010 through
2012.

                                                
	 
      	 	 	 
      
	
                                                  Equity
      Ownership Guideline

                                                	 	
                                                  You
      will be expected to reach and maintain an ownership level of 33,000
      shares. Under the current Equity Ownership Guidelines, you must retain one
      half of your net restricted stock awards (“net” meaning after sales to
      cover tax liability incurred at vesting) until the requirement level of
      33,000 shares is reached.  The Equity Ownership Guidelines are
      subject to modification by the Board of Directors of KSI in light of,
      among other things, changes in applicable regulations or market
      practices.

                                                


                                        

                                      

                                    

                                      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                	
                        Recovery
      of Previously Paid Executive Compensation

                      	 	
                        If
      the Board of Directors of KSI or the Management Development and
      Compensation Committee of the Board of Directors of KSI determines that
      any fraud, gross negligence or intentional misconduct by you was a
      significant factor contributing to KSI restating all or a portion of its
      financial statement(s), the Board or the Committee will take, in its
      discretion, such action as it deems necessary to remedy the fraud, gross
      negligence or intentional misconduct and prevent its recurrence. The Board
      or the Committee will also review the facts and circumstances underlying
      the restatement, and if any incentive award was calculated based on the
      achievement of financial results that were subsequently reduced due to a
      restatement, may in its discretion (i) require reimbursement to the
      Company of all or a portion of the incentive award; (ii) cancel any
      unvested or outstanding incentive award; and (iii) seek reimbursement of
      any gains realized on the exercise of the incentive awards. Under the
      policy, the Company may seek to recover or recoup incentive awards that
      were paid or vested up to 60 months prior to the date the applicable
      restatement is disclosed.  The terms of this policy are subject
      to modification by the Board of Directors in light of, among other things,
      changes in applicable regulations or market practices.

                      
	 	 	 	 


              

            

          

           

           

           

           

           

           

           

           

           

           

           

          
            
              
              

            

            
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                        Full
      Time Employment

                      	 	
                        You
      will devote your full time, attention, and energies to the business of the
      Company and KSI, and will not engage in any other business
      activity.  You are permitted to serve on the boards of directors
      of other companies, only with the prior consent of the Chief Executive
      Officer, and as long as such service on outside boards of directors does
      not, in the opinion of the Chief Executive Officer, conflict or interfere
      with your duties to the Company or KSI.

                      
	 	 	 	 


              

            

          

        

      

    

     

     

    We are
looking forward to having you join us.

    


    Very
truly yours,

    
 

    
      
        
          
            	
                    /s/
      Bruno Guilmart

                  	 
	
                    For
      Kulicke & Soffa Pte Ltd.

                  	 
	
                    Bruno
      Guilmart

                  	 
	 
      	 
	
                    Accepted
      and Agreed:

                  	 
	 
      	 
	 
      	 
	
                    /s/
      Jonathan H. Chou

                  	 
	
                    Jonathan
      H. Chou

                  	 


          

        

      

    

    


    


     

     

    
 

    
      
        
        

      

      
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