COHU INC — Director's Dealing 2010

Oct 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2010-10-26

Reporting Person: DONAHUE JAMES A (Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-26	Restricted Stock Units	A	32417	$0.00	Acquired	32417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-26	Employee Stock Option (Right to Buy)	$13.77	A	94750	Acquired	2020-10-26	Common Stock (94750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	117602	Direct

Footnotes

F1: Number of shares includes 9,208 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).

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 October 26, 2011 (assuming continued employment).

F3: The option vests in four equal installments beginning on October 26, 2011 (assuming continued employment).