EXHIBIT 99.1
STOCKHOLDER LOCK-UP AGREEMENT
February 22,2004
Credence Systems Corporation
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, General Counsel
Ladies and Gentlemen:
Pursuant to the terms of an Agreement and Plan of Reorganization dated as
of the date hereof (the "Merger Agreement") by and among Credence Systems
Corporation ("Parent"), Xxxxxxxx Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and NPTest Holding
Corporation ("NPTest Holding"), the undersigned will receive cash and shares of
Parent Non-Voting Convertible Stock, $0.001 par value per share, of Parent (the
"Shares"), in exchange for shares of common stock of NPTest Holding owned by the
undersigned. In order to induce Parent to enter into the Merger Agreement and
in connection with this letter agreement, Parent and NPTest Holding LLC, a
Delaware limited liability company (the "Stockholder"), are entering into a
Registration Rights Agreement (the "Registration Rights Agreement"), each of
Parent and the Stockholder hereby agrees as follows:
1. At any time on and after the Closing Date and not withstanding anything
herein to the contrary, the Stockholder shall be entitled to Transfer (as
defined in Section 2 hereof) any or all of the Shares pursuant to a Piggyback
Registration (as defined in the Registration Rights Agreement) in accordance
with the terms and conditions thereof.
2. Until the date that is two (2) days following the date Parent first
releases the combined financial results of Parent and Company following the
Closing (as that term is defined in the Merger Agreement) (the "Initial Release
Date"), the Stockholder will not sell, offer to sell, contract to sell, sell
any option or contract for the sale or purchase of, lend, enter into any swap
or other arrangement that transfers to another any of the economic consequences
of ownership of, or otherwise dispose of (collectively, "Transfer") any Shares,
other than pursuant to a Piggyback Registration.
3. From the Initial Release Date until the date that is two (2) days
following the date the Parent releases its financial results for the fiscal
period next following the Initial Release Date (the "Second Release Date"), the
Stockholder will not Transfer any Shares unless (i) each such Transfer during
that period complies with Rule 144 ("Rule 144") under the Securities Act of
1933, as amended (the "Securities Act"), or (ii) each such Transfer is pursuant
to a Piggyback Registration.
4. Beginning on the Second Release Date and thereafter the Stockholder
shall not be subject to any contractual limitation hereunder on its ability to
Transfer any Shares.
5. Notwithstanding the foregoing, the undersigned acknowledges and agrees
that at all times that the Stockholder remains an "affiliate" (as defined in
Rule 405 under the Securities Act) of
Parent by virtue of its position on the Board of Directors of Parent, it shall
be subject to Parent's xxxxxxx xxxxxxx policy and Section 16 compliance policy.
6. Notwithstanding anything in this letter agreement that may be deemed to
the contrary, however, if the undersigned is a limited liability company or
partnership, the undersigned shall not be restricted from distributing any or
all of the Shares to its members or partners (or to partners, members or other
equityholders of those partners), each of whom shall agree to be similarly
bound during the periods ending on the Initial Release Date and the Second
Release Date, provided that, during such periods, those distributed Shares
(together with any Shares Transferred by the Stockholder during any such
period) shall be aggregated to determine compliance with Rule 144 whether or
not aggregation would be otherwise required under Rule 144 for purposes of this
letter agreement.
7. The undersigned acknowledges that Parent may impose stock transfer
restrictions on the Shares (including placing legends on the Shares indicating
that such Shares are subject to this Agreement) to enforce the provisions of
this Agreement to the extent that restrictions exist under the Securities Act
and that the restrictions imposed by this Agreement are in addition to any
other restrictions imposed on the Transfer of the Shares pursuant to any other
agreement in effect between Parent and the undersigned or pursuant to
applicable law; provided that, if any Shares cease to be subject to any
restrictions on Transfer under the Securities Act, upon the written request of
the Stockholder and the submission of evidence reasonably satisfactory to
Parent of that fact, Parent shall issue to the Stockholder a new certificate
evidencing those Shares without any legend or stock transfer restriction that
may have been placed thereon.
8. Parent hereby agrees to publicly announce and release the combined
financial results of Parent and Company following the Closing on or around the
date(s) that it has customarily done so in respect of the financial results of
Parent for the corresponding fiscal period(s) in prior years.
9. This letter agreement shall terminate and be of no further force or
effect on and after any date that the Merger Agreement is terminated in
accordance with its terms, and such termination shall be without any liability
or obligation hereunder on the part of any party hereto.
10. Article 8 of the Merger Agreement is hereby incorporated by reference,
mutatis mutandis, into this letter agreement.
* * * * *
If the above reflects our agreement with you, please sign in the place
indicated below.
NPTEST HOLDING, LLC
By: Francisco Partners GP, LLC,
as its Managing Member
By: /s/ Xxxxxxxx Xxx
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Name: Xxxxxxxx Xxx
Title: Managing Director
ACCEPTED AND AGREED TO:
Credence Systems Corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
