EX-10.1






EXHIBIT 10.1




COHU, INC. DEFERRED COMPENSATION PLAN




Article I

Establishment of Plan




1.1 Purpose. The Cohu, Inc. Deferred Compensation Plan, hereinafter referred to as the
“Plan,” is to provide deferred compensation benefits to selected executives of Cohu, Inc. The
benefits provided under the Plan are intended to be in addition to other employee benefits programs
offered by the Corporation, including but not limited to tax-qualified employee benefit plans.



1.2 Effective Date and Term. Cohu, Inc. originally established the Plan on February 23,
1994, amended and restated the Plan on August 1, 2001, and hereby amends and restates the Plan
effective as of December 23, 2008, in order to comply with Section 409A of the Code.



1.3 Applicability of ERISA and the Code. This Plan is intended to be a “top-hat” plan.
This Plan is an unfunded plan maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees within the meaning of
ERISA. This Plan is intended to comply with Section 409A of the Code.



Article II

Definitions




As used within this document, the following words and phrases have the meanings described in
this Article II unless a different meaning is required by the context. Some of the words and
phrases used in the Plan are not defined in this Article II, but for convenience, are defined as
they are introduced into the text. Words in the masculine gender shall be deemed to include the
feminine gender. Any headings used are included for ease of reference only and are not to be
construed so as to alter any of the terms of the Plan.



2.1 Annual Deferral. The amount of Base Salary and/or Bonuses which the Participant elects
to defer in each Deferral Period pursuant to Article 4.1 of the Plan Document.



2.2 Base Salary. A Participant’s basic annual salary for the applicable Plan Year.



2.3 Beneficiary. An individual or entity designated by a Participant in accordance with
Section 12.6.



2.4 Board or Board of Directors. The Board of Directors of the Corporation.



2.5 Bonus. Compensation paid, in the discretion of the Corporation, to a Participant as a
bonus.



2.6 Code. The Internal Revenue Code of 1986, as amended.



2.7 Committee. A Committee of one or more individuals appointed by the Board of Directors
to administer the Plan.



2.8 Corporation. Cohu, Inc., a Delaware Corporation.



2.9 Deferral Account. The account established for a Participant pursuant to Section 5.1 of
the Plan Document.



2.10 Deferral Election. The election made by the Participant pursuant to Section 4.1 of
the Plan Document.



2.11 Deferral Period. The Plan Year, or in the case of a newly hired or promoted employee
who becomes an Eligible Employee during a Plan Year, the remaining portion of the Plan Year.



2.12 Disability. “Disability” shall mean a condition of the Participant whereby he or she
either: (i) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under an
accident and health plan, if any, covering employees of the Participant’s employer.



2.13 Effective Date. The Plan was originally effective as of February 23, 1994, and is
hereby amended and restated effective as of December 23, 2008.



2.14 Eligible Employee. An employee of the Corporation who is designated by the Committee.



2.15 ERISA. The Employee Retirement Income Security Act of 1974, as amended.



2.16 IRS. The Internal Revenue Service.



2.17 Normal Retirement Age. The earlier of age sixty-five (65) years or the date upon
which the Participant ceases full time employment with the Corporation after he has attained age
sixty-five (65) years.



2.18 Normal Retirement Date. The first day of the first month coincident with or next
following the date on which a Participant reaches age sixty-five (65), or if a participant
continues to be employed by the Corporation after attaining age sixty-five (65), the first day of
the first month coincident with or next following the date on which a Participant ceases full time
employment with the Corporation.



2.19 Participant. Any individual who becomes eligible to participate in the Plan pursuant
to Article III of the Plan Document.



2.20 Participant Agreement and Election Form. The written agreement to defer Salary and/or
Bonuses made by the Participant. Such written agreement shall be in a format designated by the
Corporation.



2.21 Plan. This Cohu, Inc. Deferred Compensation Plan, as may be amended from time to
time.



2.22 Plan Administrator. The Corporation unless the Corporation designates another
individual or entity to hold the position of the Plan Administrator.



2.23 Plan Year. The “Plan Year” means the twelve (12) month period beginning each January
1 and ending on each December 31st.



2.24 Rabbi Trust. The Rabbi Trust, which the Corporation may, in its discretion, establish
for the Cohu, Inc. Deferred Compensation Plan, as amended from time to time.



2.25 Rollover Contributions. Amounts credited to Participant’s accounts as starting
balances under the provisions of the Cohu, Inc. Key Executive Long Term Incentive Plan (the
predecessor plan to this Plan) as determined in the sole discretion of the Committee.



2.26 Separation from Service. A “Separation from Service” is a termination of a
Participant’s employment with the Company that meets the requirements of Treasury Regulation
Section 1.409A-1(h).



2.27 Valuation Date. Each business day of the Plan Year.



2.28 Years of Service. Each consecutive twelve (12) month period during which a
Participant is continuously employed by the Corporation.



Article III

Eligibility and Participation




3.1 Participation – Eligibility and Initial Period. Participation in the Plan is open only
to Eligible Employees of the Corporation. Any employee becoming an Eligible Employee after the
Effective Date, e.g., new hires or promoted employees, may become a Participant for the Deferral
Period commencing on or after he becomes an Eligible Employee if he submits a properly completed
Participant Agreement and Deferral Election within thirty days after becoming eligible for
participation.



3.2 Participation – Subsequent Entry into Plan. An Eligible Employee who does not elect to
participate at the time of initial eligibility as set forth in Section 3.1 shall remain eligible to
become a Participant in subsequent Plan Years as long as he continues his status as an Eligible
Employee. In such event, the Eligible Employee may become a Participant by submitting a properly
executed Participant Agreement and Deferral Election Form prior to December 31 of the Plan Year
prior to the Plan Year for which such election shall be effective.



Article IV

Contributions




4.1 Deferral Election. Before the first day of each Plan Year, a Participant may file with
the Committee, a Deferral Election Form indicating the amount of Salary and/or Bonus Deferrals for
that Plan Year. A Participant shall not be obligated to make a Deferral Election in each Plan
Year. After a Plan Year commences, such Deferral Election shall continue for the entire Plan Year
and subsequent Plan Years except that it shall terminate upon the execution and submission of a
newly completed Deferral Election Form or termination of employment.



4.2 Maximum Deferral Election. A Participant may elect to defer up to twenty-five percent
(25 %) of Base Salary and/or up to one hundred percent (100%) of Bonuses earned. A Deferral
Election may be automatically reduced if the Committee determines that such action is necessary to
meet Federal, FICA or State tax withholding obligations.



4.3 Annual Employer Contributions. The Corporation shall make a contribution equal to an
amount that is four percent (4%) of the Participant’s annual Base Salary that exceeds the limit, as
indexed, provided under Section 401(a)(17) of the Internal Revenue Code.



4.4 Discretionary Employer Contributions. The Corporation, in its sole discretion, may
from time to time, make additional contributions to the Plan on behalf of any Eligible Employee.



4.5 Rollover Contributions. Are equal to those amounts which have been determined for each
Participant pursuant to the Cohu, Inc. Key Executive Long Term Incentive Plan (the predecessor plan
to this Plan). For all purposes of this Plan, such rollover contributions shall be deemed an
Employee Deferral.



Article V

Accounts




5.1 Deferral Accounts. Solely for recordkeeping purposes, the Plan Administrator shall
establish a Deferral Account for each Participant. A Participant’s Deferral Account shall be
credited with the contributions made by him or on his behalf by the Corporation under Section 4 and
shall be credited (or charged, as the case may be) with the hypothetical or deemed investment
earnings and losses determined pursuant to Section 5.3, and charged with distributions made to or
with respect to the Participant.



5.2 Crediting of Deferral Accounts. Base Salary contributions under Section 4.1 shall be
credited to a Participant’s Deferral Account as of the date on which such contributions were
withheld from Base Salary. Bonus contributions under Section 4.1 shall be credited to a
Participant’s Deferral Account as of the date on which the Bonus would have otherwise been paid in
cash. Contributions under Section 4.3, 4.4, and 4.5, if any, shall be credited to the
Participant’s Deferral Account on the date declared by the Corporation. Any distribution with
respect to a Deferral Account shall be charged as of the date such payment is made by the
Corporation or the trustee of the Rabbi Trust which is established for the Plan.



5.3 Earning Credits or Losses. Amounts credited to a Deferral Account shall be credited
with deemed net income, gain and loss, including the deemed net unrealized gain and loss based on
hypothetical investment directions made by the Participant with respect to his Deferral Account on
a form designated by the Corporation, in accordance with investment options and procedures adopted
by the Corporation in its sole discretion, from time to time.



5.4 Hypothetical Nature of Accounts. The Plan constitutes a mere promise by the
Corporation to make the benefit payments in the future. Any Deferral Account established for a
Participant under this Article V shall be hypothetical in nature and shall be maintained for the
Corporation’s recordkeeping purposes only, so that any contributions can be credited and so that
deemed investment earnings and losses on such amounts can be credited (or charged, as the case may
be). Neither the Plan nor any of the Accounts (or subaccounts) shall hold any actual funds or
assets. The right of the Participant, a Beneficiary, or any other individual or entity to receive
one or more payments under the Plan shall be an unsecured claim against the general assets of the
Corporation. Any liability of the Corporation to any Participant, former Participant, or
Beneficiary with respect to a right to payment shall be based solely upon contractual obligations
created by the Plan. The Corporation, the Board of Directors, the Committee and any individual or
entity shall not be deemed to be a trustee of any amounts to be paid under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed
to create a trust of any kind, or a fiduciary relationship, between the Corporation and a
Participant, former Participant, Beneficiary, or any other individual or entity. The Corporation
may, in its sole discretion, use a Rabbi Trust as a vehicle in which to place funds with respect to
this Plan. The Corporation does not in any way guarantee any Participant’s Deferral Account
against loss or depreciation, whether caused by poor investment performance, insolvency of a deemed
investment or by any other event or occurrence. In no event shall any employee, officer, director,
or stockholder of the Corporation be liable to any individual or entity on account of any claim
arising by reason of the Plan provisions or any instrument or instruments implementing its
provisions, or for the failure of any Participant, Beneficiary or other individual or entity to be
entitled to any particular tax consequences with respect to the Plan or any credit or payment
thereunder.



5.5 Statement of Deferral Accounts. The Plan Administrator will make available to each
Participant a recordkeeping of the activity in the Deferral Account maintained for such
Participant.



Article VI

Vesting




6.1 Vesting. The Corporation’s contributions credited to a Participant’s Deferral Account
under Plan Section 4.3 and 4.4 and any deemed investment earnings attributable to these
contributions shall be one hundred percent (100%) vested or nonforfeitable when the Participant has
two Years of Service with the Corporation. Prior to the time a Participant has two Years of
Service with the Corporation, the Corporation’s contributions to his account shall be zero percent
(0%) vested. However, all amounts credited to a Participant’s Deferral Account pursuant to Plan
Sections 4.2 and 4.5, and any deemed investment earnings attributable to these contributions, shall
always be one hundred percent (100%) vested. In addition, a Participant shall be one hundred
percent (100%) vested in the Corporation’s contributions, including any deemed investment earnings
attributable to these contributions, upon his death or Disability while he is actively employed by
the Corporation.



Article VII

Benefits




7.1 Retirement. Unless benefits have already commenced pursuant to another section in this
Article VII, a Participant shall be entitled to begin receipt of the vested amount credited to his
Deferral Account as of the Valuation Date coinciding with his Normal Retirement Date. Payment of
any amount under this Section shall commence within thirty (30) days of the Participant’s
Retirement and be in accordance with the payment method elected by the Participant on his
Participant Agreement and Deferral Election Form.



7.2 Disability. If a Participant suffers a Disability while employed with the Corporation
and before he is entitled to benefits under this Article, he shall receive the amount credited to
his Deferral Account as of the Valuation Date coinciding with the date on which the Participant is
determined to have suffered a Disability. Payment of any amount under this Section shall commence
within thirty (30) days of when the Committee determines the existence of the Participant’s
disability and be in accordance with the payment method elected by the Participant on his
Participant Agreement and Deferral Election Form.



7.3 Pre-Retirement Survivor Distribution. If a Participant dies before becoming entitled
to benefits under this Article, the Beneficiary or Beneficiaries designated under Section 12.6,
shall receive the vested amount credited to the Participant’s Deferral Account as of the Valuation
Date coinciding with the date of the Participant’s death. Payment of any amount under this Section
shall be made within thirty (30) days of the Participant’s death, or if later, within 30 days of
when the Committee receives notification of or otherwise confirms the Participant’s death, and be
in accordance with the payment method elected by the Participant on his Participant Agreement and
Deferral Election Form.



7.4 Post-Retirement Survivor Benefit. If a Participant dies after benefits have commenced,
but prior to receiving complete payment of benefits under this Article, the Beneficiary or
Beneficiaries designated under Section 12.6, shall continue to receive the vested amount credited
to the Participant’s Deferral Account as of the Valuation Date coinciding with the date of the
Participant’s death and be in accordance with the current payment method for Retirement
Distribution as elected by the Participant on his Participant Agreement and Deferral Election Form.
Payment of any amount under this Section shall be made within thirty (30) days of the
Participant’s death, or if later, within 30 days of when the Committee receives notification of or
otherwise confirms the Participant’s death.



7.5 Termination. If a Participant’s employment terminates with the Corporation, and such
termination is a Separation from Service, before he becomes entitled to receive benefits by reason
of any of the above Sections, he shall receive the vested amount credited to his Deferral Account
as of the Valuation Date coinciding with the date on which the Participant’s employment terminates.
Payment of any amount under this Section shall be made within thirty (30) days of when the
Participant has incurred a Separation from Service with the Corporation and be in accordance with
the payment method elected by the Participant on his Participant Agreement and Deferral Election
Form.



7.6 Change in Control. If a Change in Control occurs before a Participant becomes entitled
to receive benefits by reason of any of the above Sections or before the Participant has received
complete payment of his benefits under this Article, he shall receive payment of the amount
credited to his Deferral Account as of the Valuation Date immediately preceding the date on which
the Change in Control occurs. Payment of any amount under this Section shall commence within
thirty (30) days of when the Change in Control occurs and be in accordance with the payment method
elected by the Participant on his Participant Agreement and Deferral Election Form. For the
purposes of the Plan, “Change in Control” shall mean the occurrence of any of the following events:




(a) Change of Ownership of the Corporation. A change of ownership of the
Corporation occurs on the date that any one person or persons acting as a Group (as that
term is defined in Subparagraph (ii)) acquires ownership of the stock of the Corporation,
that, together with stock held by such person or Group, constitutes more than fifty percent
(50%) of the total fair market value or total voting power of the stock of the Corporation
or of any corporation that owns at least fifty percent (50%) of the total fair market value
and total voting power of the Corporation.




(i) However, if any person or Group is considered to own more than fifty percent
(50%) of the total fair market value or total voting power of the stock of the
Corporation, the acquisition of additional stock by the same person or Group of
persons is not considered to cause a Change in Control. In addition, the term
Change in Control shall apply if there is an increase in the percentage of stock
owned by any one person or persons, acting as a Group, as a result of a transaction
in which the Corporation acquires its stock in exchange for property. The rule set
forth in the immediately preceding sentence applies only when there is a transfer of
stock of the Corporation (or issuance of stock of the Corporation) and the stock of
Corporation remains outstanding after the transaction.




(ii) Persons will not be considered to be acting as a Group solely because they
purchase or own stock of the Corporation at the same time, or as a result of the
same public offering. However, persons will be considered to be acting as a Group
if they are shareholders of the Corporation and it, or its parent, enters into a
merger, consolidation, purchase or acquisition of stock or similar business
transaction with another corporation. If a person owns stock in the Corporation and
another corporation is involved in a business transaction, then the shareholder of
the Corporation is deemed to be acting as a Group with other shareholders in the
Corporation prior to the transaction.




(b) Effective Change in Control. If the Corporation does not qualify under
Subparagraph (a), above, then it may still meet the definition of Change in Control, on the
date that either:




(i) Any one person, or more than one person, acting as a Group acquires (or has
acquired during the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Corporation
possessing fifty percent (50%) or more of the total voting power of the stock of the
Corporation; or




(ii) A majority of the numbers of the Corporation’s Board are replaced during any
twelve (12) month period by directors whose appointment or election is not endorsed
by a majority of the members of the Corporation’s Board prior to the date of the
appointment or election.




(c) Change in Ownership of Corporation’s Assets. A change in the ownership of a
substantial portion of the Corporation’s assets occurs on the date that any person, or more
than one person acting as a Group, acquires or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or persons) assets
from the Corporation that have a total gross fair market value equal to more than fifty
percent (50%) of the total gross fair market value of all of the assets of the Corporation
immediately prior to such acquisition or acquisitions. For this purpose, gross fair market
value means the value of the assets of the Corporation, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets.




(ii) There will be no Change in Control under this Subparagraph (c) when there is a
transfer to an entity that is controlled by the shareholders of the Corporation
immediately after the transfer. A transfer of assets by the Corporation is not
treated as a change in ownership of such assets if the assets are transferred to:




(1) A shareholder of the Corporation (immediately before the asset transfer)
in exchange for or with respect to its stock;




(2) An entity, fifty percent (50%) or more of the total value or voting
power of which is owned directly or indirectly, by the Corporation;




(3) A person, or more than one person, acting as a Group, that owns,
directly or indirectly, fifty percent (50%) or more of the total value or
voting power of all the outstanding stock of the Corporation; or




(4) An entity, at least fifty percent (50%) of the total value or voting
power of which is owned, directly or indirectly, by a person described in
the immediately preceding Subparagraph (c)(i)(3).




Notwithstanding the above, the definition of Change in Control shall comply with the
definition provided by the Internal Revenue Service in its regulations, as amended
from time to time with regard to Section 409A.



7.7 Specified Employee. “Specified Employee” shall mean a key employee (as defined by
Internal Revenue Code Section 416(i) without regard to paragraph (5) thereof), and as further
defined in Treasury Regulation 1.409A-(1)(i),) of a Corporation the stock of which is publicly
traded on an established securities market or otherwise within the meaning of Section
409A(2)(B)(i). Notwithstanding other provisions of this Plan to the contrary, distributions
pursuant to Article VII by the Corporation to Specified Employees (if any) may not be made before
the date which is six (6) months after the date of Separation from Service (or, if earlier, the
date of death of the Specified Employee). If payments to a Specified Employee are to be made in
installments no installment payment to which a Specified Employee is entitled upon a Separation
from Service may be paid until the passage of six (6) months from the date of such Separation from
Service. A Participant meeting the definition of Specified Employee on December 31 or during a 12
month period ending December 31 will be treated as a Specified Employee for the 12 month period
commencing the following April 1.



7.8 Payment Methods. Unless otherwise provided in this Article VII, a Participant may
elect to receive payment of the amount credited to his Deferral Account in ten (10) or fifteen (15)
annual installments for Retirement and in a lump sum, five (5) year, ten (10) year or fifteen (15)
year annual installments upon Disability, Pre-Retirement Death, Separation from Service or Change
in Control. This election must be made on the initial Participant Agreement and Election Form.
Any installment payments shall be paid annually on the first practicable day after the
distributions are scheduled to commence. Each installment payment shall be determined by
multiplying the Deferral Account Balance by a fraction, the numerator of which is one and the
denominator of which is the number of remaining installment payments.



7.9 No Accelerations. Notwithstanding anything in this Plan to the contrary, no change
submitted on a Participant Election Form shall be accepted by the Corporation if the change
accelerates the time over which distributions shall be made to the Participant (except as otherwise
permitted by Section 409A), and the Corporation shall deny any change made to an election if the
Corporation determines that the change violates the requirement under Section 409A. The
Corporation may, however, accelerate certain distributions under the Plan to the extent permitted
under Treasury Regulation Section 1.409A-3(j)(4).



Article VIII

Establishment of Trust




8.1 Establishment of Trust. The Corporation established a Rabbi Trust for the Plan. If
the Corporation so desires, all benefits payable under this Plan to a Participant shall be paid
directly by the Corporation from the Rabbi Trust. To the extent that such benefits are not paid
from the Rabbi Trust, the benefits shall be paid from the general assets of the Corporation. The
Rabbi Trust, if any, shall be an irrevocable grantor trust which conforms to the terms of the model
trust as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33. The assets of the Rabbi Trust
are subject to the claims of the Corporation’s creditors in the event of its insolvency. Except as
provided under a Rabbi Trust, the Corporation shall not be obligated to set aside, earmark or
escrow any funds or other assets to satisfy its obligations under this Plan, and the Participant
and/or his designated Beneficiaries shall not have any property interest in any specific assets of
the Corporation other than the unsecured right to receive payments from the Corporation, as
provided in this Plan.



Article IX

Plan Administration




9.1 Plan Administration. The Plan shall be administered by the Committee, and such
Committee may designate an agent to perform the recordkeeping duties. The Committee shall construe
and interpret the Plan, including disputed and doubtful terms and provisions and, in its sole
discretion, decide all questions of eligibility and determine the amount, manner and time of
payment of benefits under the Plan. The determinations and interpretations of the Committee shall
be consistently and uniformly applied to all Participants and Beneficiaries, including but not
limited to interpretations and determinations of amounts due under this Plan, and shall be final
and binding on all parties. The Plan at all times shall be interpreted and administered as an
unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to
give any Participant or Beneficiary any right in any asset of the Corporation which is a right
greater than the right of a general unsecured creditor of the Corporation.



1



Article X

Nonalienation of Benefits




10.1 Nonalienation of Benefits. The interests of Participants and their Beneficiaries
under this Plan are not subject to the claims of their creditors and may not be voluntarily or
involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered, attached
or garnished. Any attempt by a Participant, his Beneficiary, or any other individual or entity to
sell, transfer, alienate, assign, pledge, anticipate, encumber, attach, garnish, charge or
otherwise dispose of any right to benefits payable shall be void. The Corporation may cancel and
refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged,
anticipated, encumbered, attached or garnished. The benefits which a Participant may accrue under
this Plan are not subject to the terms of any Qualified Domestic Relations Order (as that term is
defined in Section 414(p) of the Code) with respect to any Participant, and the Plan Administrator,
Board of Directors, Committee and Corporation shall not be required to comply with the terms of
such order in connection with this Plan. The withholding of taxes from Plan payments, the recovery
of Plan overpayments of benefits made to a Participant or Beneficiary, the transfer of Plan benefit
rights from the Plan to another plan, or the direct deposit of Plan payments to an account in a
financial institution (if not actually a part of an arrangement constituting an assignment or
alienation) shall not be construed as assignment or alienation under this Article.



Article XI

Amendment and Termination




11.1 Plan Termination. The Corporation reserves the right to terminate the Plan in
accordance with one of the following; subject to the restrictions imposed by Section 409A of the
Code and associated Treasury Regulations:




(a) Corporation Dissolution or Bankruptcy. Distributions will be made if the Plan
is terminated within twelve (12) months of a Corporation dissolution taxed under Code
Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section
503(b)(1)(A), provided that the amounts deferred under the Plan are included in the
Participant’s gross income in the latest of:




(i) The calendar year in which the Plan termination occurs;




(ii) The calendar year in which the amount is no longer subject to a substantial risk
of forfeiture; or




(iii) The first calendar year in which the payment is administratively
practicable.




(b) Change in Control. Distributions will be made if the Corporation terminates the
Plan within the thirty (30) days preceding or the twelve (12) months following a Change in
Control (as defined above). The Plan will then be treated as terminated only if all
substantially similar arrangements sponsored by the Corporation are terminated so that all
Participants in all similar arrangements are required to receive all amounts of Compensation
deferred under the terminated arrangements within twelve (12) months of the date of
termination of the arrangements.




(c) Discretionary Termination The Corporation may also terminate the Plan and make
distributions provided that:




(i) All plans sponsored by the Corporation that would be aggregated with any
terminated arrangements under Section 409A of the Code that are terminated;




(ii) No payments other than payments that would be payable under the terms of the
Plan if the termination had not occurred are made within twelve (12) months of the
Plan termination;




(iii) All payments are made within twenty-four (24) months of the Plan termination;
and




(iv) The Corporation does not adopt a new plan that would be aggregated with any
terminated plan if the same Participant participated in both arrangements, at any
time within five (5) years following the date of termination of the Plan.




The Corporation reserves the right to terminate its obligations to make future Annual
Employer Contributions (pursuant to Section 4.3 of the Plan) and/or future Discretionary
Employer Contributions (pursuant to Section 4.4 of the Plan). The Corporation also reserves
the right to suspend the operation of the Plan, in compliance with Section 409A of the Code,
for a fixed or indeterminate period of time.



11.2 Amendment. The Corporation may, at any time, amend or modify this Plan in whole or in
part; provided, however, that, except to the extent necessary to bring the Plan into compliance
with Section 409A(a)(2),(3), or (4) of the Code: (i) no amendment or modification shall be
effective to decrease the value or vested percentage of a Participant’s Deferral Account balance,
in existence at the time an amendment or modification is made, and (ii) no amendment or
modification shall materially and adversely affect the Participant’s rights to be credited with
additional amounts on such Deferral Account balance, or otherwise materially and adversely affect
the Participant’s rights with respect to such Deferral Account balance. The amendment or
modification of this Plan shall have no effect on any Participant or Beneficiary who has become
entitled to the payment of benefits under this Plan as of the date of the amendment or
modification. A change in the deemed investment funds offered under this Plan shall not constitute
an amendment or modification that is materially adverse to the Participant’s rights with respect to
the Participant’s Deferral Account balance for purposes of the first sentence of this Section.



2



Article XII

General Provisions




12.1 Good Faith Payment. Any payment made in good faith in accordance with provisions of
the Plan shall be a complete discharge of any liability for the making of such payment under the
provisions of this Plan.



12.2 No Right to Employment. This Plan does not constitute a contract of employment, and
participation in the Plan shall not give any Participant the right to be retained in the employment
of the Corporation.



12.3 Binding Effect. The provisions of this Plan shall be binding upon the Corporation and
its successors and assigns and upon every Participant and his heirs, Beneficiaries, estates and
legal representatives.



12.4 Participant Change of Address. Each Participant entitled to benefits shall file with
the Plan Administrator, in writing, any change of post office address. Any check representing
payment and any communication addressed to a Participant or a former Participant at this last
address filed with the Plan Administrator, or if no such address has been filed, then at his last
address as indicated on the Corporation’s records, shall be binding on such Participant for all
purposes of the Plan, and neither the Plan Administrator nor the Corporation or other payer shall
not be obliged to search for or ascertain the location of any such Participant. If the Plan
Administrator is in doubt as to the address of any Participant entitled to benefits or as to
whether benefit payments are being received by a Participant, it shall, by registered mail
addressed to such Participant at his last known address, notify such Participant that:




(i) All unmailed and future Plan payments shall be withheld until Participant provides the Plan
Administrator with evidence of such Participant’s continued life and proper mailing address; and




(ii) Participant’s right to any Plan payment shall, at the option of the Committee, be canceled
forever, if, at the expiration of five (5) years from the date of such mailing, such Participant
shall not have provided the Committee with evidence of his continued life and proper mailing
address.



12.5 Notices. Each Participant shall furnish to the Plan Administrator any information the
Plan Administrator deems necessary for purposes of administering the Plan, and the payment
provisions of the Plan are conditional upon the Participant furnishing promptly such true and
complete information as the Plan Administrator may request. Each Participant shall submit proof of
his age when required by the Plan Administrator. The Plan Administrator shall, if such proof of
age is not submitted as required, use such information as is deemed by it to be reliable,
regardless of the lack of proof, or the misstatement of the age of individuals entitled to
benefits. Any notice or information which, according to the terms of the Plan or requirements of
the Plan Administrator, must be filed with the Plan Administrator, shall be deemed so filed if
addressed and either delivered in person or mailed to and received by the Plan Administrator, in
care of the Corporation at:



Cohu, Inc.



12367 Crosthwaite Circle



Poway, CA 92064-6817



12.6 Designation of Beneficiary. Each Participant shall designate, by name, on Beneficiary
designation forms provided by the Plan Administrator, the Beneficiary(ies) who shall receive any
benefits which might be payable after such Participant’s death. A Beneficiary designation may be
changed or revoked without such Beneficiary’s consent at any time or from time to time in the
manner as provided by the Plan Administrator, and the Plan Administrator shall have no duty to
notify any individual or entity designated as a Beneficiary of any change in such designation which
might affect such individual or entity’s present or future rights. If the designated Beneficiary
does not survive the Participant, all amounts which would have been paid to such deceased
Beneficiary shall be paid to any remaining Beneficiary in that class of beneficiaries, unless the
Participant has designated that such amounts go to the lineal descendants of the deceased
Beneficiary. If none of the designated primary Beneficiaries survive the Participant, and the
Participant did not designate that payments would be payable to such Beneficiary’s lineal
descendants, amounts otherwise payable to such Beneficiaries shall be paid to any successor
Beneficiaries designated by the Participant, or if none, to the Participant’s spouse, or, if the
Participant was not married at the time of death, the Participant’s estate. No Participant shall
designate more than five (5) simultaneous beneficiaries, and if more than one (1) beneficiary is
named, Participant shall designate the share to be received by each Beneficiary. Despite the
limitation on five (5) Beneficiaries, a Participant may designate more than five (5) beneficiaries
provided such beneficiaries are the surviving spouse and children of the Participant. If a
Participant designates alternative, successor, or contingent beneficiaries, such Participant shall
specify the shares, terms and conditions upon which amounts shall be paid to such multiple,
alternative, successor or contingent beneficiaries. Except as provided otherwise in this Section,
any payment made under this Plan after the death of a Participant shall be made only to the
Beneficiary or Beneficiaries designated pursuant to this Section.



12.7 Claims. Any claim for benefits must initially be submitted in writing to the Plan
Administrator. If such claim is denied (in whole or in part), the claimant shall receive notice
from the Plan Administrator, in writing, setting forth the specific reasons for denial, with
specific reference to applicable provisions of this Plan. Such notice shall be provided within
ninety (90) days of the date the claim for benefits is received by the Plan Administrator, unless
special circumstances require an extension of time for processing the claim, in which event
notification of the extension shall be provided to the claimant prior to the expiration of the
initial ninety (90) day period. The extension notification shall indicate the special
circumstances requiring the extension of time and the date by which the Plan Administrator expects
to render its decision. Any such extension shall not exceed ninety (90) days. Any disagreements
about such interpretations and construction may be appealed in writing by the claimant to the Plan
Administrator within sixty (60) days. After receipt of such appeal, the Plan Administrator shall
respond to such appeal within sixty (60) days, with a notice in writing fully disclosing its
decision and its reasons. If special circumstances require an extension of time to process the
appealed claim, notification of the extension shall be provided to the claimant prior to the
commencement of the extension. Any such extension shall not exceed sixty (60) days. No member of
the Board of Directors, or any committee thereof, or any employee or officer of the Corporation,
shall be liable to any individual or entity for any action taken hereunder, except those actions
undertaken with lack of good faith.



12.8 Action by Board of Directors. Any action required to be taken by the Board of
Directors of the Corporation pursuant to the Plan provisions may be performed by a committee of the
Board, to which the Board of Directors of the Corporation delegates the authority to take actions
of that kind.



12.9 Governing Law. To the extent not superseded by the laws of the United States, the
laws of the State of California shall be controlling in all matters relating to this Plan.



12.10 Severability. In the event any provision of this Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of
the Plan, and the Plan shall be interpreted and enforced as if such illegal and invalid provisions
had never been set forth.



12.11 Code Section 409A. The Plan is intended to comply with Section 409A of the Code and
all applicable Treasury Regulations and IRS guidance issues with respect to Section 409A of the
Code and shall be administered and interpreted in all respects as to ensure compliance with Section
409A of the Code. This Plan will be deemed amended to the extent necessary to avoid imposition of
any additional tax or income recognition under Section 409A of the Code and any temporary or final
Treasury Regulations and guidance promulgated thereunder prior to any payment of benefits under the
Plan to any Participant.



IT WITNESS WHEREOF, Cohu, Inc. has adopted the foregoing instrument effective as of December 23,
2008.



Cohu, Inc.



By:  /s/ Jeffrey D. Jones

Title:  Vice President Finance & CFO





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