4.	Employee Stock Benefit Plans

Our 2005 Equity Incentive Plan is a broad-based, long-term retention program intended to attract, motivate, and retain talented employees as well as align stockholder and employee interests. Awards that may be granted under the program include, but are not limited to, non-qualified and incentive stock options, restricted stock units, and performance-based stock units. We settle employee stock option exercises, ESPP purchases, and the vesting of restricted stock units, and performance-based stock units with newly issued common shares. At March 29, 2014, there were 628,165 shares available for future equity grants under the 2005 Equity Incentive Plan.

Stock Options

Stock options may be granted to employees, consultants and directors to purchase a fixed number of shares of our common stock. The exercise prices of options granted are at least equal to the fair market value of our common stock on the dates of grant and options generally vest and become exercisable after one year or in four annual increments beginning one year after the date of grant. Stock options granted under the program have a maximum contractual term of ten years.

At March 29, 2014, we had 3,004,798 stock options outstanding. These options had a weighted-average exercise price of $11.89 per share, an aggregate intrinsic value of approximately $2.8 million and the weighted average remaining contractual term was approximately 5.1 years.

At March 29, 2014, we had 2,333,487 stock options outstanding that were exercisable. These options had a weighted-average exercise price of $12.26 per share, an aggregate intrinsic value of $2.5 million and the weighted average remaining contractual term was approximately 4.3 years.

Restricted Stock Units

We issue restricted stock units to certain employees, consultants and directors. Restricted stock units vest over either a one-year or a four-year period from the date of grant. Prior to vesting, restricted stock units do not have dividend equivalent rights, do not have voting rights and the shares underlying the restricted stock units are not considered issued and outstanding. Shares of our common stock will be issued on the date the restricted stock units vest.

Subsequent to December 28, 2013, we awarded restricted stock units covering 454,538 shares of our common stock to employees and at March 29, 2014, we had 1,131,871 restricted stock units outstanding with an aggregate intrinsic value of approximately $11.9 million and the weighted average remaining vesting period was approximately 1.9 years.

Equity-Based Performance Stock Units

Starting in 2012, we began issuing equity-based performance stock units (“PSUs”) to certain employees to reward achievement of financial performance goals set by the Board of Directors. Equity-based performance stock units vest over a three-year period from the date of grant. Prior to vesting, equity-based performance stock units do not have dividend equivalent rights, do not have voting rights and the shares underlying the restricted stock units are not considered issued and outstanding. The number of shares of stock ultimately issued to participants will depend upon the extent to which certain performance goals are met. The award measurement period is one fiscal year and based upon the level of goal achievement, the number of shares we will issue can range from 0% up to 150% of the granted units and vest over three years from the date of initial grant and upon final Board of Directors approval.

On March 25, 2014, we issued 192,019 equity-based performance stock units to senior executives with vesting that is contingent on the level of achievement of certain performance goals, market return and continued service (“market-based PSUs”). The market-based PSUs issued in 2014 are subject to a one-year performance period after which the number of market-based PSUs earned will be determined and will then be subject to certain adjustments resulting from performance of Cohu’s Relative Total Shareholder Return (“TSR”) to a selected peer group over a two year measurement period following the date of grant with the total adjustment ranging from 75% to 125% of the target amount based on the percentage by which our TSR exceeds or falls below the selected peer group. Market-based PSUs earned will vest at the rate of 50% on the second and third anniversary of their grant. We estimated the fair value of market-based PSUs using a Monte Carlo simulation model on the date of grant. The model incorporates assumptions for the risk-free interest rate, Cohu and the selected peer group price volatility, the correlation between Cohu and the selected index, and dividend yields. Compensation expense is recognized ratably over the measurement period.

At March 29, 2014, we had 368,875 PSUs and market based PSUs outstanding with an aggregate intrinsic value of approximately $3.9 million and the weighted average remaining vesting period was approximately 2.0 years.

Employee Stock Purchase Plan (ESPP)

The Cohu, Inc. 1997 Employee Stock Purchase Plan (“the Plan”) provides for the issuance of shares of our common stock. Under the Plan, eligible employees may purchase shares of Cohu common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of Cohu common stock at the beginning or end of each 6-month purchase period, subject to certain limits. No ESPP shares were sold to our employees during the three-month period ended March 29, 2014 and we have 322,422 shares available for future issuance under the Plan.