Cohu Inc Sample Contracts

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RECITALS
Loan Agreement • July 26th, 2002 • Cohu Inc • Instruments for meas & testing of electricity & elec signals
RECITALS
Asset Purchase Agreement • October 29th, 2001 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California
RECITALS
Business Loan Agreement • July 28th, 2000 • Cohu Inc • Instruments for meas & testing of electricity & elec signals
LOAN AGREEMENT
Loan Agreement • March 9th, 2001 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California
1 EXHIBIT 4.1 ----------- COHU, INC. AND
Rights Agreement • December 12th, 1996 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • Delaware
RECITALS
Indemnity Agreement • March 9th, 2001 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California
Exhibit 10.3 AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale • July 31st, 2001 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California
Cohu, Inc. 4,950,000 Shares Common Stock ($1.00 par value) Underwriting Agreement
Underwriting Agreement • March 4th, 2021 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • New York

This letter is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between Cohu, Inc., a Delaware corporation (the “Company”), and each of you as representatives (together, the “Representatives”) of a group of underwriters (the “Underwriters”) named therein, relating to an underwritten public offering of Common Stock, $1.00 par value (the “Common Stock”), of the Company (the “Offering”).

RECITALS
Loan Agreement • July 28th, 2003 • Cohu Inc • Instruments for meas & testing of electricity & elec signals
AGREEMENT
Indemnification Agreement • July 28th, 2008 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • Delaware

This Indemnity Agreement (“Agreement”) is made as of , 2008 by and between Cohu, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among COHU, INC., XAVIER ACQUISITION CORPORATION, and XCERRA CORPORATION Dated as of May 7, 2018
Merger Agreement • May 8th, 2018 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2018 by and among Cohu, Inc., a Delaware corporation (“Parent”), Xavier Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Xcerra Corporation, a Massachusetts corporation (the “Company”).

FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • June 23rd, 2023 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • Delaware

This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of June 16, 2023 (this “First Amendment”), by and among COHU, INC., a Delaware corporation (the “Borrower”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein but not otherwise defined herein shall have the same meanings as specified in the Credit Agreement or, if not defined therein, the Amended Credit Agreement (each as defined below).

COHU, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 29th, 2008 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California

This Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Cohu, Inc. (the “Company”), effective as of , 2008 (the “Effective Date”).

COHU, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 4th, 2020 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into as of September 8, 2020, by and between Jeffrey D. Jones (“Executive”) and Cohu, Inc., a Delaware corporation (the “Company”).

COHU, INC. SEVERANCE AGREEMENT
Severance Agreement • November 4th, 2020 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California

THIS SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of September 8, 2020, by and between Christopher G. Bohrson (“Executive”) and Cohu, Inc., a Delaware corporation (the “Company”).

COHU, INC. AND MELLON INVESTOR SERVICES LLC as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of November 10, 2006
Rights Agreement • November 13th, 2006 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • New York

This Amended and Restated Rights Agreement (this “Amended and Restated Agreement” or this “Agreement”), dated as of November 10, 2006, is entered into between Cohu, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and amends and restates the prior Rights Agreement between the Company and the Rights Agent dated November 15, 1996 (such prior Rights Agreement the “Original Agreement”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • April 7th, 2015 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • New York

This Amendment No. 1 (this “Amendment”) is dated April 6, 2015 (the “Effective Date”), and amends that certain Amended and Restated Rights Agreement, dated as of November 10, 2006, is entered into between Cohu, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (successor-in-interest to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the “Rights Agent”) (collectively, the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.

EXHIBIT 10.18 SUBLEASE AGREEMENT
Sublease Agreement • March 9th, 2001 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “***.” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN SUBMITTED SEPARATELY TO...
Purchase Agreement • August 1st, 2012 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • Delaware

During the term of this Agreement and any extension thereto, Buyer may purchase and Seller shall accept all Releases for Items and Services in accordance with the prices and the terms and conditions contained in this Agreement. Any and all Releases, as may be issued by the Buyer, shall reference this Agreement and be governed solely by the terms and conditions of this Agreement notwithstanding any preprinted terms and conditions on Seller’s acknowledgment or Buyer’s Release. Any additional or different terms as may be contained in Seller’s documents are hereby deemed to be material alterations, and Buyer hereby gives notice of objection to and rejection of such material alterations. When Buyer is a subsidiary or affiliate of Intel, the obligations of the parties run between such subsidiary and affiliate and the Supplier, and not between Intel Corporation and the Supplier.

COHU, INC. DEFERRED STOCK AGREEMENT
Deferred Stock Agreement • August 4th, 2015 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California

Cohu, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Deferred Stock (the “Notice”) to which this Deferred Stock Agreement (the “Agreement”) is attached an award (the “Award”) of Deferred Stock upon the terms and conditions set forth in the Election Form, the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Cohu, Inc. 2005 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By signing the Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Election Form, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice, the Election Form, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Electio

CREDIT AND GUARANTY AGREEMENT dated as of October 1, 2018 by and among COHU, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantor Subsidiaries, The Lenders From Time to Time Party Hereto, and DEUTSCHE...
Credit and Guaranty Agreement • November 7th, 2018 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • Delaware

This CREDIT AND GUARANTY AGREEMENT, dated as of October 1, 2018 (this “Agreement”), is entered into by and among COHU, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantor Subsidiaries, the Lenders from time to time party hereto, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 8th, 2014 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California

This Executive Employment Agreement (“Agreement”) is made effective as of December 28, 2014 (“Effective Date”), by and between Cohu Inc. (“Company”) and Luis A. Müller (“Executive”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 7th, 2018 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of October 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among COHU, INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each (including the Borrower), a “Grantor”), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

COHU, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • August 4th, 2015 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California

THIS STOCK OPTION AGREEMENT (“Agreement”), is made pursuant to a Notice of Grant of Stock Option (the “Notice”) attached hereto or incorporated into this Agreement by this reference, made as of the effective date as set forth in the Notice, between Cohu, Inc., a Delaware corporation (the “Company”) and the option holder (“Participant”) whose identity is set forth in the Notice. The grant of stock options pursuant to this Agreement and the Notice is made pursuant to the Cohu, Inc. 2005 Equity Incentive Plan (the “Plan”). Any discrepancy between the language of the Plan, the Agreement, and the Notice shall be resolved in that order of priority. Capitalized words in this Agreement have the same meaning as those in the Plan.

SHARE PURCHASE AGREEMENT BY AND AMONG RASCO GMBH COHU, INC. KITA MANUFACTURING CO., LTD. AND THE SHAREHOLDERS OF KITA MANUFACTURING CO., LTD. November 15, 2016
Share Purchase Agreement • January 10th, 2017 • Cohu Inc • Instruments for meas & testing of electricity & elec signals

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2016 by and among Rasco GmbH, a German company with limited liability (Gesellschaft mit beschränkter Haftung) (the “German Purchaser”), Cohu, Inc., a Delaware corporation (the “US Purchaser”), Kita Manufacturing Co., LTD a Japanese company with limited liability (kabushiki kaisha) (the “Japanese Company”), and the shareholders of the Company set forth on Schedule 1.1(a) (the “Shareholders”). As used herein, “Purchaser” shall refer to both the German Purchaser and US Purchaser, and “Company” shall refer to both the Japanese Company and Kita USA, Inc., a Massachusetts corporation (the “US Company”), unless the context requires otherwise.

Addendum to the employment agreement [No. 2]
Addendum to Employment Agreement • May 9th, 2019 • Cohu Inc • Instruments for meas & testing of electricity & elec signals

In your capacity as Senior Vice-President, Global Customer Group, you are directly involved in the good advancement of LTX-Credence's integration within the Cohu group.

RECITALS
Non-Recourse Promissory Note • July 26th, 2002 • Cohu Inc • Instruments for meas & testing of electricity & elec signals • California
AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • June 17th, 2005 • Cohu Inc • Instruments for meas & testing of electricity & elec signals
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