Exhibit
10.1

     

    EXECUTION
VERSION

     

    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (the “Agreement”), dated as
of June 25, 2009 (“Effective Date”), is made by and between KULICKE AND SOFFA
INDUSTRIES, INC., a Pennsylvania corporation (the “Company”), and
Christian Rheault (the “Executive”).

     

    BACKGROUND

     

    The
Executive is an executive officer of the Company.  The board of
directors of the Company (the “Board”) and the
Executive have determined that it is in the best interests of the Company for
the Executive to relocate from the Company’s headquarters in Fort Washington,
Pennsylvania to the Company’s facility in Singapore, for a period of two years,
subject to and on the terms and conditions of this Agreement.

     

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

     

    1.           Duties
and Scope of Employment

     

    (a)           Position; Effective Date;
Duties.  During the Employment Term (as defined in Section 4),
Executive shall continue to serve as Senior Vice President of the Company,
reporting to the Chief Executive Officer.  For the first two (2) years
of the Employment Term, Executive shall live and work in
Singapore.  During the Employment Term Executive shall render such
business and professional services in the performance of his duties, consistent
with Executive's position within the Company, as shall reasonably be assigned to
him by the Chief Executive Officer.

     

    (b)           Obligations.  During
the Employment Term, Executive shall devote his full business efforts and time
to the Company.  Executive shall not, during the Employment Term,
actively engage in any other employment, occupation or consulting activity for
any direct or indirect remuneration without the prior approval of the Management
Development and Compensation Committee of the Board of  Directors of
the Company (the "Committee"); provided, however, that Executive may serve in
any capacity with any civic, educational or charitable organization, or as a
member of corporate boards of directors or committees thereof, without the
approval of the Committee, unless such service involves a conflict of interest
with the Company's business.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    2.           At-Will
Employment.  Executive and the
Company understand and acknowledge that Executive's employment with the Company
constitutes "at-will" employment.  Subject to the Company's obligation
to provide severance benefits and relocation benefits as specified herein and on
Annex A, Executive and the Company acknowledge that this employment relationship
may be terminated at any time, upon written notice to the other party, with or
without good cause or for any or no cause, at the option either of the Company
or Executive.

     

    3.           Compensation;
Benefits; Expatriate Matters.

     

    (a)           Base
Salary.  During the Employment Term, the Company shall pay the
Executive as compensation for his services a base salary at the annualized rate
of Two Hundred Ninety-Two Thousand, Nine Hundred and Ninety Two United States
Dollars (USD 292,992), subject to any reduction that is applicable to all senior
vice presidents of the Company (such reduction is currently 15%) (the "Base
Salary").  Such salary shall be paid periodically in accordance with
normal Company payroll practices and subject to the usual, required
withholding.  Executive's Base Salary shall be reviewed annually by
the Committee for possible adjustments in light of Executive's performance,
market conditions and competitive data.

     

    (b)           Incentive
Compensation.  During the Employment Term, Executive shall be
eligible to earn target cash incentive compensation payments pursuant to the
cash incentive compensation plan applicable to senior vice presidents of the
Company as specified annually by the Committee.

     

    (c)           Equity Incentive
Compensation.  During the Employment Term, Executive shall be
eligible to earn equity incentive awards pursuant to the equity incentive
compensation plan(s) applicable to senior vice presidents of the Company, in
amounts and on other terms consistent with awards made to other senior officers
of the Company, as specified annually by the Committee.  Any such
annual equity awards made during the Employment Term that have time-based (not
performanced-based) vesting provisions will vest no later than the end of the
Employment Term.  In addition, the Executive shall be eligible to
receive additional equity incentive awards as may from time to time be
determined by the Committee, in its sole discretion, with such vesting
provisions and other terms and conditions as the Committee deems
appropriate.

     

    (d)           Employee Benefits;
Expatriate Benefits.  During the Employment Term, Executive
shall be eligible to participate in the employee benefit plans maintained by the
Company that are applicable to other senior vice presidents of the Company to
the fullest extent provided for under those plans.  Executive shall
also be entitled to the expatriate benefits listed on Annex A hereto in
connection with his assignment to Singapore.


    
      
         


      

      
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    4.           Term;
Termination of Employment.  The term of this Agreement (the
“Employment Term”) shall begin on the first day of Executive’s employment after
relocation to Singapore and shall end on the second anniversary thereof, unless
extended by the Company for up to an additional one (1) year.  Before
the end of the second year of the Employment Term, the Company, in its sole
discretion, may extend the term (one (1) time) by up to one (1) year by
delivering notice to that effect to Executive.  The Company reserves
the right at any time during Executive’s employment to terminate Executive’s
employment with or without Cause (as defined below).  The Executive’s
employment shall end upon the earliest to occur of (i) Executive’s death or a
termination of Executive’s employment by the Company due to disability, (ii) a
termination of Executive’s employment by the Company for Cause, (iii) a
termination of Executive’s employment by the Company without Cause, (iv) a
termination by the Executive of his employment with the Company for Good Reason
(as defined below), or (v) a resignation by the Executive other than for Good
Reason.

     

    5.           Definitions
in Connection with Termination of Employment.

     

    (a)           “Cause”
shall mean the Executive’s (i) intentional dishonesty or (ii) willful refusal to
perform the duties of his office persisting at least 30 days after written
notice specifying the respects in which such duties are not being
performed.

     

    (b)           “Good
Reason” shall mean the expiration of the Employment Term or any of the following
actions without the Executive’s consent, (i) any substantial diminution in the
position or authority of the Executive which is inconsistent with the
Executive’s then current position or authority, (ii) any 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 his salary grade, (iii) any
requirement by the Company that the Executive relocate his primary office or
location to any office or location from Singapore during the first two years of
the Employment Term, in the absence of extraordinary circumstances that the
Board of Directors of the Company determines in good faith require Executive’s
return to the United States, (iv) failure of the Company to relocate Executive
and his family from Singapore at the end of first two (2) years of the
Employment Term (regardless of whether the Employment Term is extended pursuant
to Section 4), (v) failure by any successor to the Company to expressly adopt
this Agreement, and (vi) any failure of the Company to comply with and satisfy
any of the material terms or conditions of this Agreement.

     

    (c)           “Qualifying
Termination” shall mean termination of Executive’s employment under Section
4(iii) or Section 4(iv) of this Agreement; provided that in the case of a
termination pursuant to Section 4(iv), such termination occurs within 90 days
after the Executive has knowledge of the existence of a Good Reason (as defined
above) termination event.  Any such termination shall constitute a
separation from service as defined under Treas. Reg. §1.409A-1(h).

     

    6.           Qualifying
Termination; Severance Benefits.  In the event of a Qualifying
Termination:


    
      
         


      

      
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    (a)           Subject
to the conditions set forth in this Section 6, the Company shall pay to the
Executive an amount in cash equal to two (2) times the Executive’s annual base
salary.  Annual Base Salary shall be calculated according to the
annual Base Salary rate in effect on the date of termination of employment
(“Termination Date”).  Such amount shall be paid in the form of salary
continuation in equal installments over 24 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-quarter 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 the Company (or any other
entity considered a single employer with the Company under Treas. Reg.
§1.409A-1(g) or any successor thereto) is publicly traded on an established
securities market or otherwise, severance payments otherwise payable during the
period beginning on the Termination Date and ending on the 12-month anniversary
of the Termination Date shall be paid in a lump-sum on the first business day
after the six-month anniversary of the Termination Date.  Remaining
severance payments shall be paid in equal installments 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 and
ending 18 months later.

     

    (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 otherwise 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.

     

    (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 6.  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
6(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.


    
      
         


      

      
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    7.           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, change in control
agreement or similar program applicable to other employees of the Company, and
agrees to accept the payment provided in Section 6 hereof in lieu of any other
severance pay plan, change in control agreement or similar agreement or
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.

     

    8.           No
Set-Off.  Subject to Section 11(d), 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.

     

    9.           Death or
Disability.  In the event of the termination of Executive’s
employment on account of his death or disability (including physical or mental
incapacity), the Company shall pay to the Executive, or his estate in the event
of his death, in a lump sum within ten business days following the termination
of employment, (A) all earned but unpaid salary through the date of termination
of employment at the rate then in effect and (B) an amount equal to the value of
his accrued, unused vacation days, based on the Executive’s last
salary.  The Company shall also pay to the Executive, or his estate in
the event of his death, the amount of any earned but unpaid cash incentive
compensation in accordance with the cash incentive plan then in
effect.

     

    10.         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.

     

    11.         Confidential
Information; Non-Competition 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.


    
      
         


      

      
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    (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)           Commencing
on the Executive’s termination date and continuing for the 6 month or 24 month
period during which the Executive is entitled to severance pay, the Executive
shall not:

     

    
      	
               
      

            	
              (i)

            	
              directly
      or indirectly, together or separately or with any third party, whether as
      an individual proprietor, partner, stockholder, officer, director, joint
      venturer, investor, or in any other capacity whatsoever actively engage in
      business or assist anyone or any firm in business as a designer,
      manufacturer, marketer, seller, engineer, or distributor of any products
      or services which are the same, like, similar to, or which compete with
      the products and services offered by the Company (or any of its
      affiliates) in any geographic area over which Executive had any direct or
      indirect responsibility during the last two years of his employment with
      the Company (The Executive is currently responsible for the Company’s
      equipment and expendable tools business segments,
    worldwide.);

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


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

     

    (e)           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 11 are reasonable and necessary to
protect the Company’s legitimate business interests.

     

    (f)           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 11 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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    (g)           If
any portion of the covenants or agreements contained in this Section 11, 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 11 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.

     

    12.           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.

     

    13.           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.

     

    14.           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.

     

    15.           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:


    
      
         


      

      
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    Kulicke
and Soffa Industries, Inc.

    1005
Virginia Drive

    Fort
Washington, PA  19034

    Attention:  General
Counsel

     

    If to the
Executive, to:

     

    Christian
Rheault________

    27 Claymore
Road_______

    The Claymore
#14-02_____

    Singapore  229544

    


    or to
such other names and 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 15.  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.

     

    16.         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.

     

    17.         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.  Notwithstanding the foregoing, the Executive’s Employment
Agreement dated November 8, 2004 (“2004 Employment Agreement”) shall remain in
full force and effect.  In cases where the terms of the 2004
Employment Agreement conflict with this Agreement, this Agreement shall
control.

     

    (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.

     

    18.         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.

     

    19.         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.


    
      
         


      

      
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    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:

              	
                /s/ C. Scott Kulicke

              
	
                Name:
      C. Scott Kulicke

              
	
                Title:
      Chief Executive Officer

              
	 
      	 
      
	
                /s/ Christian Rheault

              
	
                Name
      of Executive Christian
Rheault

              


      

    


    
      
         


      

      
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    EXHIBIT
A

    FORM OF
RELEASE

    


    1.           Release.  In further
consideration of the compensation and benefits provided pursuant to the
Employment 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
Employment 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:

    


    Kulicke and Soffa Industries,
Inc.

    1005 Virginia Drive

    Fort Washington,
PA   19034

    Attn:  General
Counsel

    


    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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