COHU INC 4

4 · COHU INC · Filed Mar 27, 2014

Form 4

Period: 2014-03-25

Senior Vice President

Transactions

Holdings

Footnotes (3)

[F1]Number of shares includes 31,345 Restricted Stock Units (RSU) (excluding the impact of shares that will be withheld to cover tax obligations) previously reported that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock, immediately upon vesting which vesting is scheduled to occur in annual installments (assuming continued employment and achievement of specified performance goals).
[F2]Each restricted stock unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSU vests in four equal annual installments beginning March 25, 2015 (assuming continued employment).
[F3]Represents performance shares (restricted stock units) that will be converted on a one-for-one basis into shares of Cohu, Inc. common stock upon vesting. These performance shares will vest only after the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than two equal annual installments beginning March 25, 2016 (subject to continued employment through each vest date). The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 187.5% of the target amount, depending on achievement of specified performance goals.

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