EXHIBIT 10(vi)
KULICKE AND SOFFA INDUSTRIES, INC.
1988 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-OFFICER DIRECTORS
(As Amended and Restated Effective February 9, 1999)
1. Purpose
The purpose of the 1988 Non-Qualified Stock Option Plan for
Non-Officer Directors (the "Plan") of Kulicke and Soffa Industries, Inc. (the
"Company") is to encourage stock ownership by non-officer members of the Board
of Directors (the "Board") (as more fully described in Section 3, below) of the
Company by issuing options to purchase shares of the Company's stock ("Options,"
and individually an "Option") thereby enabling such Board members to acquire or
increase their propriety interests in the Company and thereby encouraging them
to remain as Board members. The Options issued pursuant to the Plan are intended
to constitute non-qualified stock options ("Non-Qualified Stock Options").
2. Administration
The Plan will be administered by a Committee of the Board (the
"Committee") appointed by the Board of the Company. The Committee will consist
of two or more directors who are not eligible to be granted Options under this
Plan and who will serve at the pleasure of the Board. The Committee will hold
meetings when a quorum is present at such times and places as it may determine.
A quorum shall consist of a majority of the Committee. A majority of the
Committee present and voting at a meeting at which a quorum is present, or acts
reduced to and approved in writing by a majority of the members of the Committee
at any other time, will be valid acts of the Committee. No director while a
member of the Committee will be eligible to receive an Option under this Plan.
The Committee shall have no discretion with respect to the eligibility or
selection of non-officer members of the Board to receive Options under the Plan,
the number of shares of stock subject to any such Options, or the purchase price
thereunder.
The interpretation and construction by the Committee of any
provision of the Plan or of any Option granted under it will be final. Anything
herein to the contrary notwithstanding, no member of the Board or the Committee
will be liable for any action or determination made in good faith with respect
to the Plan or any Option granted under it.
3. Eligibility
The only persons eligible to receive Options under the Plan shall be
each member of the Board who is not also an employee or officer of the Company.
An eligible director who is granted an Option ("Optionee," which term shall also
include his legal representative under Section 5(f) hereof) may be granted more
than one Option.
4. Stock
The stock subject to the Options will be shares of the Company's
authorized but unissued or reacquired Common Stock, without par value (the
"Shares"). Options shall not be issued with respect to more than 200,000 Shares,
subject, however, to adjustment as provided in Section 5(g) hereof. As used
herein and in Section 7, Options that have expired or terminated shall not be
deemed to have been issued or granted for purposes of computing numerical
limitations on the granting of Options.
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5. Terms and Conditions of Options
Each Option granted pursuant to the Plan will be evidenced by an Option
Notice in such form as is acceptable to the Committee. Each Option Notice will
include the information required by Subsections (a) and (b) of this Section 5
and will be in conformity with and incorporate by reference all other terms and
conditions of the Plan, including the following terms and conditions:
(a) Option Grant Dates. Options to purchase 2,500 Shares (as adjusted pursuant
to Section 5(g)) shall be granted automatically to each eligible director
on the last day of February on which the Company's shares are publicly
traded in each of the years 1990 through 1998.
(b) Option Price. The purchase price per Share payable upon exercise of the
Options shall be 100% of the fair market value per Share on the date the
Options are granted, which shall be the representative closing prices on
such date of the Shares as reported by NASDAQ.
(c) Payment. The price payable on the exercise of the Option in whole or in
part will be equal to the Option price multiplied by the number of Shares
as to which the Option is exercised, and shall be paid in full upon
exercise of any Option, either in cash or by delivering to the Company
shares of the Company's Common Stock having a fair market value, as of the
close of business on the day preceding such delivery, equal to the
aggregate exercise price of the Shares being purchased on exercise of the
Options, or by a combination of such cash and shares.
(d) Notwithstanding any other provisions of this Plan:
(i) No Option shall be granted under this Plan after ten years and one
month from the date this Plan becomes effective according to Section
10, below.
(ii) No Option granted under this Plan shall be exercisable after ten
years and one month from the date of its grant.
(e) Term and Exercise of Options. Subject to the provisions of Section 5(d)(i)
and (ii) hereof, Options granted hereunder shall become exercisable in 20%
annual increments commencing on the first anniversary of the date they are
granted.
Options that have become exercisable may be exercised in whole or in
part, except that no Option may be exercised unless the total number of Shares
issuable upon exercise of such Option and all other Options being exercised
simultaneously is at least 25 or unless the number of Shares purchased is the
total number remaining unpurchased under the Option.
Unless sooner terminated as provided in this Plan, Options shall
expire after the termination of ten years and one month from the date of the
grant and shall be void and unexercisable thereafter. Options may be exercised
only by the Optionee and may not be exercised by any other person except as
provided in Section 5(f) hereof.
(f) Termination of Options. Upon the death of an Optionee, except upon death
during pendency of proceedings as described in the fourth paragraph of
this Subsection (f), all Options held by such Optionee, whether or not
then exercisable, shall immediately become exercisable and remain
exercisable by his executor(s) or administrator(s) for a period of one
year from the date of such Optionee's death.
Upon notice to an Optionee that proceedings (including the call of a
meeting) are to be instituted for the purpose of the removal of the Optionee
from the Board of the Company for cause, the right of such Optionee to exercise
any Options under the Plan shall be suspended until final disposition of such
proceedings. If such proceedings result in a removal of such Optionee for cause,
the Options will be deemed to have terminated on
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the date of notice to such Optionee that such proceedings were to be instituted.
If, during the pendency of such proceedings, the Optionee dies or
ceases to be a member of the Board for any reason other than removal for cause,
the Committee shall determine whether there existed cause for such director's
removal. If the Committee determines that cause for removal existed, the
Optionee's Options shall be deemed to have terminated on the date of notice to
such Optionee that such proceedings were to be instituted. If the Committee
determines that cause for removal did not exist, the Options shall be reinstated
and the original expiration date of such Options shall be extended by such
period, not less than six months nor more than the period during which the
exercise rights were suspended, as the Committee may determine.
If an Optionee has died during the suspension of the right to
exercise any Option and such Option is reinstated, the date of the determination
reinstating such Option will be deemed to be the date of such Optionee's death
for the purposes of this Plan.
If such proceedings result in a final determination that such
Optionee is not subject to removal for cause, the Options shall be reinstated
and the original expiration date of such Options shall be extended by such
period, not less than six months nor more than the period during which the
exercise rights were suspended, as the Committee should determine.
Options may be terminated by agreement between the Company and the
Optionee.
For the purposes of this Plan, termination and removal for cause
shall include termination and removal by reason of any dishonest or illegal act,
or any willful refusal or failure to perform duties properly assigned.
(g) Recapitalization. Subject to any required action by the stockholders of
the Company, if any, the number of Shares as to which options may be
granted under this Plan and the number of Shares subject to outstanding
Options and the Option price thereof will be proportionately adjusted for
any increase or decrease in the number of outstanding Shares of Common
Stock of the Company resulting from stock splits or reverse stock splits
but not for stock dividends. The number of Shares will be adjusted to the
nearest whole share. Any stock dividend resulting in an increase of 20% or
more in the outstanding Common Stock shall be deemed a stock split.
If the Company is a party to any merger, consolidation or
dissolution (other than the merger or consolidation of the Company with one or
more of its wholly-owned subsidiaries), all Options outstanding hereunder shall
terminate, in the case of mergers or consolidation, on the date that such merger
or consolidation becomes effective, and in case of dissolution, on the date that
the Articles of Election to Dissolve are filed with the Secretary of the
Commonwealth of Pennsylvania. If Options are terminated and cancelled pursuant
to the provisions of the foregoing sentence, Optionees shall receive in cash
from the Company an amount equal to the fair market value of the Shares which
are subject to then exercisable Options, determined as of the close of business
on the day preceding the event canceling all outstanding Options under this
Plan, less the amount which would be required to exercise the then exercisable
Options. Optionees shall have no rights to compensation or other consideration
with respect to the cancellation of Options not subject to exercise on the date
of cancellation.
Except as expressly provided above in this Section 5(g), the
Optionee will have no rights by reason of any subdivision or consolidation of
shares of stock of any class of the Company or the payment of any stock dividend
by the Company or any other increase or decrease in the number of shares of
stock of any class of the Company or by reason of any dissolution, liquidation,
merger or consolidation or spin-off of assets or stock of another corporation.
The grant or existence of any Option shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
stock or assets.
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(h) Rights as a Stockholder. The Optionee will have no rights as a stockholder
of the Company with respect to any Shares subject to the Option until the
Option has been exercised and a certificate with respect to the Shares
purchased upon exercise has been issued to him. No adjustment will be made
for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date
is prior to the date the Shares so purchased have been issued.
(i) Modification, Extension and Renewal of Option. Subject to the terms and
conditions of the Plan, the Committee may modify the Options or accept the
surrender of Options (to the extent not theretofore exercised); provided,
however, that the Committee may not modify the terms upon which, the times
at which or the periods within which Options may be exercised.
Notwithstanding the foregoing sentence, no modification of any Option
which adversely affects the Optionee shall be made without the consent of
the Optionee. Further, notwithstanding any provision of this Plan to the
contrary (other than Section 5(g)), the option price of an outstanding
Option shall not, without the prior approval of the Company's
stockholders, be reduced, whether through amendment, cancellation,
replacement grants, or other similar means.
(j) Purchase for Investment. The issuance of Shares on exercise of the Option
will be conditioned on obtaining appropriate representations and
warranties of the Optionee that the purchase of Shares thereunder will be
for investment, and not with a view to the public resale or distribution
thereof, unless the Shares subject to the Option are registered under the
Securities Act of 1933, as amended (the "Act"), and comply with any other
law, regulation or rule applicable thereto. Unless the Shares are
registered under the Act, the Optionee shall acknowledge that the Shares
purchased on exercise of the Option are not registered under the Act and
may not be sold or otherwise transferred unless the Shares have been
registered under the Act in connection with the sale or other transfer or
counsel satisfactory to the Company is of the opinion that the sale or
other transfer is exempt from registration under the Act, and unless said
sale or transfer is in compliance with any other applicable law, including
all applicable state securities laws.
(k) No Rights to Board Membership. Individuals granted Options under this Plan
shall not have any right to continue as a member of the Board of the
Company solely by virtue of the existence of such Options. Individuals
holding Options whose Board membership is terminated shall have no rights
against the Company by reason of the termination of such Options whether
the termination be with or without cause.
(l) Other Provisions. The Option Notice may contain such other provisions,
including, without limitation, restrictions upon the exercise of the
Option, as the Committee in its discretion deems advisable and as are not
inconsistent with the provisions of this Plan.
6. Term of Plan.
The Plan shall terminate ten years and one month from the date the
Plan is effective as described in Section 10, below.
7. Amendment of the Plan.
The Board may, insofar as permitted by law and the Plan, from time
to time, with respect to any Shares at the time not subject to an Option,
suspend or discontinue the Plan or revise or amend it in any respect whatsoever,
except that the Plan may not be amended more than once every six months unless
such an amendment is necessary to make the Plan comply with changes to the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder; provided, however, that without approval of the Company's
shareholders, no such revision or amendment may change the number of Shares,
change the designation of the class of individuals eligible to receive Options,
change the provisions of Section 5(a), change the terms upon which, the times at
which or the periods within which Options may be acquired or exercised, remove
the administration of the Plan from the Committee, or render any member of the
Committee eligible to receive an Option under the Plan while serving thereon.
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8. Application of Funds.
The proceeds received by the Company from the sale of Shares
pursuant to the exercise of Options will be used for general purposes.
9. No Obligation to Exercise Option.
The granting of an Option will impose no obligation upon the
Optionee to exercise such Option.
10. Approval of Stockholders.
This Plan shall become effective on the date that it is adopted by
the Board, provided, however, that it shall become null and void if it is not
approved by a majority of the holders of the Company's Common Stock present in
person or by proxy at a meeting of the shareholders held within one year (365
days) of its adoption by the Board. The Board may grant Options hereunder prior
to approval of the Plan by the holders of such a majority of the Common Stock,
provided, however, that no Option so granted shall be exercisable within 365
days of the date of the adoption of the Plan and all Options so granted shall
terminate and become null and void if the Plan is not approved by the holders of
a majority of the Company's Common Stock present in person or by proxy at a
meeting of the shareholders held within 365 days of its adoption by the Board.
Date Plan Adopted by Board of Directors: June 28, 1988.
Date Plan Approved by Shareholders: February 14, 1989.
Dates Plan Amended by Board of Directors: August 15, 1989; April 1, 1992;
October 11, 1994; and February 9, 1999.
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