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Exhibit 4.2
KULICKE AND SOFFA
INDUSTRIES, INC.
2007 ALPHASEM EMPLOYEE
STOCK OPTION PLAN
SECTION 1
Purpose
This 2007 ALPHASEM
EMPLOYEE STOCK OPTION PLAN (“Plan”) is intended to
provide a means whereby KULICKE AND SOFFA INDUSTRIES, INC.
(“Company”) and any Subsidiary (as hereinafter defined)
may, through the grant of nonqualified stock options
(“Options”) to Employees (as defined in
Section 3), retain Employees and motivate such Employees to
exercise their best efforts on behalf of the Company and of any
Subsidiary.
The term
“Subsidiary” means any corporation (whether or not in
existence at the time the Plan is adopted) which, at the time an
Option is granted, is a subsidiary of the Company under the
definition of “subsidiary corporation” contained in
section 424(f) of the Internal Revenue Code of 1986, as amended
(the “Code”). The term Subsidiary shall also mean any
trade or business (whether or not incorporated and whether or not
in existence at the time the Plan is adopted) in which, at the time
the Option is granted, the Company owns a more than 50% equity
interest.
SECTION 2
Administration
The Plan shall be
administered by the Company’s Management Development and
Compensation Committee (“Committee”), which shall
consist solely of not fewer than two (2) “non-employee
directors” (within the meaning of Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, or any successor thereto) of the
Company who are also “outside directors” (within the
meaning of Treas. Reg. §1.162-27(e)(3), or any successor
thereto), who shall be appointed by, and shall serve at the
pleasure of, the Company’s Board of Directors
(“Board”). Each member of such Committee, while serving
as such, shall be deemed to be acting in his or her capacity as a
director of the Company.
The Committee shall have the
authority, subject to the terms of the Plan, to select the persons
to be granted Options under the Plan, to grant Options on behalf of
the Company, and to set the date of grant and the other terms of
such Options. The Committee may correct any defect, supply any
omission and reconcile any inconsistency in the Plan and in any
Option granted hereunder in the manner and to the extent it shall
deem desirable. The Committee also shall have the authority to
establish such rules and regulations, not inconsistent with the
provisions of the Plan, for the proper administration of the Plan,
and to amend, modify or rescind any such rules and regulations, and
to make such determinations and interpretations under, or in
connection with, the Plan, as it deems necessary or advisable. All
such rules, regulations, determinations and interpretations shall
be binding and conclusive upon the Company, its Subsidiaries and
shareholders and all officers and employees and former officers and
employees, and upon their respective legal representatives,
beneficiaries, successors and assigns and upon all other persons
claiming under or through any of them. The Committee may delegate
to the Office of the President and/or to other senior officers of
the Company its duties under the Plan pursuant to such conditions
or limitations as the Committee may establish, except that only the
Committee may make any awards to or determinations regarding grants
to employees who are subject to Section 16 of the Securities
Exchange Act of 1934.
No member of the Board or the
Committee, and no delegate of the Committee, shall be liable for
any action or determination made in good faith with respect to the
Plan or any Option granted hereunder.
SECTION 3
Eligibility
The class of employees who
shall be eligible to receive Options under the Plan shall be the
employees, excluding non-employee directors, of the Company
formally known as Alphasem. (“Employees”).
SECTION 4
Stock
Subject to adjustment as
hereinafter provided, the aggregate number of shares of common
stock of the Company, no par value (“Common Shares”),
that may be subject to Options under the Plan shall not exceed
(i) 150,000 shares.
SECTION 5
Options
(a) Terms and
Conditions of Options . The Options granted pursuant to the
Plan shall include expressly or by reference the following terms
and conditions, as well as such other provisions not inconsistent
with the provisions of this Plan as the Committee shall deem
desirable:
(1) Number of
Shares . A statement of the number of Common Shares to
which the Option pertains.
(2) Price . A
statement of the Option exercise price, which shall be determined
and fixed by the Committee in its discretion at the time of grant,
but shall not be less than 100% of the Fair Market Value of the
optioned Common Shares on the date the Option is granted. The term
“Fair Market Value” shall mean the value of the Common
Shares arrived at by a good faith determination of the Committee
and shall be:
(3) Term .
Subject to earlier termination as provided in Subsections
(6) through (8) below, the term of each Option shall be
not more than 10 years and 1 month from the date of grant, unless
otherwise provided in the applicable Grant Letter.
(4) Exercise
.
(A) General .
All Options granted shall vest and be exercisable beginning on the
first anniversary of the grant date.
(B) Manner of
Payment . The Option price shall be payable in cash or its
equivalent. All transactions are handled through the 3 rd party Stock Plan Administrator (Fidelity
Investments, Inc.) and local Payroll Departments.
(5) Termination of
Employment . If an Employee’s employment by the
Company (and Subsidiaries) is terminated by either party prior to
the expiration date fixed for his or her Option for any reason
other than death, disability, Retirement or Cause (as hereinafter
defined), such Option may be exercised, to the extent of the number
of shares with respect to which the Employee could have exercised
it on the date of such termination, or to any greater extent
permitted by the Committee, by the Employee at any time prior to
the earlier of:
(A) The expiration date
specified in such Option; or
(B) Three months after the
date of such termination of employment.
If an Employee’s
employment by the Company (and Subsidiaries) is terminated for
Cause, all Options held by the Employee shall terminate
concurrently with receipt by the Optionee of oral or written notice
that his or her employment has been terminated. For purposes of
this Plan, termination for Cause shall include termination by
reason of any dishonest or illegal act, or any willful refusal or
failure to perform duties properly assigned.
(6) Exercise upon
Retirement of Employee . If an Employee’ s employment
is terminated prior to the expiration date fixed for his or her
Option by reason of Retireme
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