1997 EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. The Cohu, Inc. 1997 Employee Stock Purchase Plan (the "PLAN") is hereby
established effective as of February 28, 1997 (the "EFFECTIVE DATE").
1.2 PURPOSE. The purpose of the Plan to provide Eligible Employees of the Participating Company Group with
an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The Company
intends that the Plan shall qualify as an "employee stock purchase plan" under Sections 421 and 423 of the Code
(including any amendments or replacements of such section), and the Plan shall be so construed.
2. DEFINITIONS AND CONSTRUCTION.
2.1 DEFINITIONS. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the
Code shall have the same definition herein. Whenever used herein, the following terms shall have their respective
meanings set forth below:
(a) "BOARD" means the Board of Directors of the Company. If one or more Committees have been appointed
by the Board to administer the Plan, "Board" also means such Committee(s).
(b) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations
(c) "COMMITTEE" means a committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited,
the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to
amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed
(d) "COMPANY" means Cohu, Inc., a Delaware corporation, or any successor corporation thereto.
(e) "COMPENSATION" means, with respect to an Offering Period under the Plan, all amounts paid in cash in
the form of base salary, paid during such Offering Period before deduction for any contributions to any plan