1998 STOCK OPTION PLAN
The Cohu, Inc. 1998 Stock Option Plan, is hereby adopted for the benefit of officers, directors, service
providers and key employees of Cohu, Inc., a Delaware corporation and its parent or subsidiaries, if any.
1. Purpose. The purpose of the Plan is to advance the growth and prosperity of the Corporation and its
stockholders by providing to officers, directors, service providers and key employees of the Corporation an
incentive to serve the Corporation. By encouraging and enabling such persons to become owners of capital stock
of the Corporation, the Corporation seeks to attract and retain persons of training, experience and ability and to
furnish additional incentives to those persons upon whose judgment, initiative and efforts the successful conduct of
the Corporation's business depends. It is the intention of the Corporation that this objective will be accomplished
through the granting of incentive stock options and nonqualified stock options to certain officers, directors,
service providers and key employees of the Corporation.
2. Definitions. As used herein, the following terms shall have the corresponding meanings.
2.1. "Committee" shall mean the Cohu, Inc. Compensation Committee, appointed by the Board of Directors of
the Corporation. If no such Committee is appointed, the entire Board of Directors of the Corporation shall be
deemed to constitute the Committee. The Board of Directors of the Corporation may also appoint an Employee
Option Committee, consisting of one or more directors, which is authorized to grant options to employees (other
than executive officers of the Corporation) subject to such limitations as may be established by the Board of
Directors from time to time. If an Employee Option Committee is established, references to the term "Committee"
shall also include the Employee Option Committee, as the case may be.
2.2. "Corporation" shall mean Cohu, Inc. and any successor corporation thereto and/or its pa