Exhibit 99.2
KULICKE AND SOFFA INDUSTRIES,
INC.
Incentive Stock Option
Agreement
This Incentive Stock Option
Agreement (the “Option Agreement”), dated as
of the day
of
, 20 (the “Grant
Date”), is between Kulicke and Soffa Industries, Inc. (the
“Company”), and
(the “Optionee”), an employee of the Company, pursuant
to the Kulicke and Soffa Industries, Inc. 1998 Employee Incentive
Stock Option and Non-Qualified Stock Option Plan as Amended and
Restated Effective March 21, 2003 (the
“Plan”).
WHEREAS, the Company desires to give
the Optionee the opportunity to purchase shares of common stock of
the Company (“Shares”) in accordance with the
provisions of the Plan, a copy of which is attached
hereto;
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Option . The
Company hereby grants to the Optionee the right and option (the
“Option”) to purchase all or any part of an aggregate
of
Shares. The Option is in all respects limited and conditioned as
hereinafter provided, and is subject in all respects to the terms
and conditions of the Plan now in effect and as it may be amended
from time to time (but only to the extent that such amendments
apply to outstanding options). Such terms and conditions are
incorporated herein by reference, made a part hereof, and shall
control in the event of any conflict with any other terms of this
Option Agreement. The Option granted hereunder is intended to be an
incentive stock option (“ISO”) as such term is defined
in section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), and not a nonqualified stock
option.
2. Exercise Price . The
exercise price of the Shares covered by this Option shall be $
per Share.
It is the determination of the Committee that on the Grant Date the
exercise price was not less than the greater of (i) 100% (110%
for an Optionee who owns more than 10% of the total combined voting
power of all shares of stock of the Company or of a Related
Corporation – a “More-Than-10% Owner”) of the
“Fair Market Value” (as defined in the Plan) of a
Share, or (ii) the par value of a Share.
3. Term . Unless earlier
terminated pursuant to any provision of the Plan or of this Option
Agreement, this Option shall expire on
, 20
(the “Expiration
Date”), which date is not more than ten years (five years in
the case of a More-Than-10% Owner) from the Grant Date. This Option
shall not be exercisable on or after the Expiration
Date.
4. Exercise of Option . The
Optionee shall have the right to purchase from the Company, on and
after the following dates, the following number of Shares, provided
the Optionee has not terminated his or her employment as of the
applicable vesting date:
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Date Installment Becomes Exercisable
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Shares
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an additional
Shares
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an additional
Shares
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Once the Option becomes exercisable,
it will remain exercisable until it is exercised or until it
terminates.
5. Method of Exercising
Option . Subject to the terms and conditions of this Option
Agreement and the Plan, the Option may be exercised by written
notice to the Company at its principal office, which is presently
located at 1005 Virginia Drive, Fort Washington, Pennsylvania
19034. The form of such notice is attached hereto and shall state
the election to exercise the Option and the number of whole Shares
with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; and shall be
accompanied by payment of the full exercise price of such Shares.
Only full Shares will be issued.
The exercise price shall be paid to
the Company –
(a) in cash, or by certified check,
bank draft, or money order;
(b) through the delivery of Shares
previously held by the Optionee provided such method of payment is
then permitted under applicable law and subject to any minimum
holding period established by the Committee for Shares acquired
directly from the Company and provided such Shares are not subject
to repurchase, forfeiture or other similar conditions.
(c) by delivering a properly
executed notice of exercise of the Option to the Company and a
broker, with irrevocable instructions to the broker promptly to
deliver to the Company the amount of sale or loan proceeds
necessary to pay the exercise price of the Option and any required
tax withholding;
(d) in any combination of (a), (b),
or (d) above.
In the event the exercise price is
paid, in whole or in part, with Shares, the portion of the exercise
price so paid shall be equal to the Fair Market Value of the Shares
surrendered on the date of exercise.
Upon receipt of notice of exercise
and payment, the Company shall deliver a certificate or
certificates representing the Shares with respect to which the
Option is so exercised. The Optionee shall obtain the rights of a
shareholder upon receipt of the certificate(s) representing such
Shares.
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Such certificate(s) shall be
registered in the name of the person so exercising the Option (or,
if the Option is exercised by the Optionee and if the Optionee so
requests in the notice exercising the Option, shall be registered
in the name of the Optionee and the Optionee’s spouse,
jointly, with right of survivorship) and shall be delivered as
provided above to, or upon the written order of, the person
exercising the Option. In the event the Option is exercised by any
person or persons after the death or “Disability” (as
defined in the Plan) of the Optionee, the notice shall be
accompanied by appropriate proof of the right of such person or
persons to exercise the Option.
6. Non-Transferability of
Option . This Option is not assignable or transferable, in
whole or in part, by the Optionee other than by will or by the laws
of descent and distribution. During the lifetime of the Optionee,
the Option shall be exercisable only by the Optionee or, in the
event of his or her Disability, by his or her guardian or legal
representative.
7. Termination of Employment
. If the Optionee’s employment with the Company and all
Re