Exhibit 99.3
KULICKE AND SOFFA INDUSTRIES,
INC.
Performance Unit Award
Agreement
This Performance Unit Award
Agreement (the “Agreement”) dated as of October 1,
2008 is between Kulicke and Soffa Industries, Inc. (the
“Company”) and
(the “Participant”) pursuant to the Kulicke and Soffa
Industries, Inc. 2008 Equity Plan (the “Plan”).
Capitalized terms that are not defined herein shall have the same
meanings given to such terms in the Plan.
WHEREAS, the Committee has
authorized the grant to the Participant of Performance Units in
accordance with the provisions of the Plan, a copy of which is
attached hereto; and
WHEREAS, the Participant and the
Company desire to enter into this Agreement to evidence and confirm
the grant of such Performance Units on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant . The Company hereby
grants to the Participant an Award of
Performance Units. Upon fulfillment of the requirements set forth
below, the Participant shall have the right to receive one share of
Common Stock of the Company (“Share”) for each earned
Performance Unit. This grant 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 grants of Performance Units). 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 Agreement.
2. Performance Vesting
Requirement . The performance period for this Award shall
commence on the first day of fiscal year 2009 and shall end on the
last day of fiscal year 2011. The Award shall be subject to
performance vesting requirements based upon the achievement of the
Performance Goals as set forth in Appendix A to this
Agreement.
3. Service Vesting
Requirement . Entitlement to the Award is also subject to the
Participant remaining continuously employed through the last day of
the performance period. Notwithstanding the foregoing, if the
Participant terminates employment during the performance period due
to Retirement, Disability or death, the Participant (or in the
event of death, the Participant’s beneficiary) shall be
entitled to a pro-rata portion (based on the Participant’s
full months of employment during the performance period) of the
Award the Participant would otherwise have earned based on the
actual achievement of the Performance Goals as determined at the
end of the performance period had he or she remained employed to
the end of the performance period. If the Participant terminates
employment with the Company and Related Corporations for any other
reason, all unvested Performance Units shall be immediately
forfeited.
4. Payment of Earned Performance
Units . For each earned Performance Unit, one Share shall be
delivered to the Participant as soon as administratively
practicable following the vesting date, but no later than the
fifteenth day of the third month following the end of the calendar
year in which such vesting date occurs.
5. Adjustment in
