Exhibit 99.5
EFFECTIVE DATE: __, 2001
CREDENCE SYSTEMS CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
Dear ((Name)):
As you know, on _____________, 2001 (the "Closing Date") Credence Systems
Corporation ("Credence") acquired Fluence Technology, Inc. ("Fluence") (the
"Acquisition"). In the Acquisition, each share of Fluence common stock was
exchanged for ____ of a share of Credence common stock (the "Exchange Ratio").
On the Closing Date, you held one or more outstanding options to purchase shares
of Fluence Technology, Inc. common stock granted to you under the Fluence
Technology, Inc. 1997 Stock Option Plan and/or the Opmaxx 1997 Stock
Option/Stock Issuance Plan (the "Plan(s)") and documented with a Stock Option
Agreement(s) and/or Notice(s) of Grant of Stock Option (collectively, the
"Option Agreement(s)") issued to you under the applicable Plan(s)(the "Fluence
Options").
The number of shares of Fluence common stock subject to the Fluence Options held
by you immediately before the Closing Date and the exercise price payable per
share are as described on the attached option summary. Credence hereby assumes,
as of the Effective Time, all the duties and obligations of Fluence under each
of the Fluence Options. In connection with such assumption, the number of shares
of Credence stock purchasable under each Fluence Option hereby assumed and the
exercise price payable thereunder have been adjusted to reflect the Exchange
Ratio of ___.
The post-Acquisition adjustments to your number of shares and exercise price are
based on the Exchange Ratio and are intended to: (i) assure that the total
spread of each assumed Fluence Option (i.e., the difference between the
aggregate fair market value and the aggregate exercise price) does not exceed
the total spread that existed immediately prior to the Acquisition; (ii) to
preserve, on a per share basis, the ratio of exercise price to fair market value
that existed immediately prior to the Acquisition; and (iii) to the extent
applicable and allowable by law, to retain incentive stock option ("ISO") status
under the Federal tax laws.
Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means Credence, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Credence Stock, (iii) to the
"Board of Directors" or the "Board" means the Board of Directors of Credence and
(iv) to the "Committee" means the Compensation Committee of the Credence Board
of Directors. All references in the Option Agreement and the Plan relating to
your status as an employee of Fluence will now refer to your status as an
employee of Credence or any present or future Credence subsidiary. To the extent
the Option Agreement allowed you to deliver shares of Fluence common stock as
payment for the exercise price, shares of Credence common stock may be delivered
in payment of the adjusted exercise price, and the period for which such shares
were held as Fluence Stock prior to the Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed Fluence Option ____________set forth in your Option
Agreement, but the number of shares subject to each vesting installment has been
adjusted _____________. All other provisions which govern either the exercise or
the termination of the assumed Fluence Option _________ as set forth in your
Option Agreement, and the provisions of the Option Agreement (except as
expressly modified by this Agreement and the Acquisition) will govern and
control your rights under this Agreement to purchase shares of Credence Stock.
However, to the extent an item is not explicitly
EFFECTIVE DATE: __, 2001
provided for in your option documents, Credence policies will apply. Upon your
termination of employment with Credence you will have the limited time period
specified in your Option Agreement to exercise your assumed Fluence Option to
the extent vested and outstanding at the time, generally a _____ day period,
after which time your Fluence Options will expire and NOT be exercisable for
Credence Stock.
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Credence's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from Credence will be governed by the terms of the Credence
stock option plan, and such terms may be different from the terms of your
assumed Fluence Options, including, but not limited to, the time period in which
you have to exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the address listed
above. If you have any questions regarding this Agreement or your assumed
Fluence Options, please contact ______________ at _____________.
CREDENCE SYSTEMS CORPORATION
By:
EFFECTIVE DATE: __, 2001
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Fluence Options hereby assumed by Credence are as
set forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED: ____________, 2001 ____________________________________________
((Name)), OPTIONEE
