This Employment Agreement (the "Agreement") is made effective as of March 1, 1996 between Cohu, Inc., a
Delaware corporation (the "Company"), and James W. Barnes ("Barnes").
The Company desires to continue the services and employment of Barnes for the period provided for in this
Agreement and Barnes is willing to continue employment by the Company on a part-time basis for such period
and upon the terms and conditions set forth below.
Now, therefore, in consideration of the foregoing and the mutual covenants contained herein, Barnes and the
Company hereto agree as follows:
1. EMPLOYMENT - Barnes has resigned as President & Chief Executive Officer of the Company effective
March 1, 1996. Barnes will remain a member of the Company's Board of Directors (the "Board") subject to
reelection by the stockholders at the conclusion of his current term of office. The Company agrees to employ
Barnes in a non officer capacity on a part-time basis for the three
(3) year period from March 1, 1996 through February 28, 1999 upon the terms and conditions provided herein.
2. DUTIES - During the period of his part-time employment pursuant to this Agreement, Barnes will devote his
best efforts and skills to the affairs of the Company under and pursuant to the direction of the Executive Officers
("Senior Management") and the Board of the Company. Barnes may serve on the boards of directors of and hold
any other offices or positions in companies or organizations that will not present any conflict of interest with the
Company or any of its subsidiaries or divisions or materially affect the performance of Barnes' duties under this
Agreement. The Company will retain the full direction and control of the means and methods by which Barnes
performs the services under this Agreement.
3. RESPONSIBILITIES - Subject to the conditions stated in 2. above and exclusive of his Board
responsibilities, Barnes will devote a minimum of four hundred (400) hours per annum to the busi