EXHIBIT 10.33
AMENDMENT TO AGREEMENT DATED JULY 29, 1999
This amendment (the "Amendment") to Agreement ("Agreement") dated July
29, 1999 by and between ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and Credence Systems
Corporation ("Credence") is dated as of March 7, 2000.
WHEREAS, the Company and ▇▇▇▇▇▇▇ entered into the Agreement to cover a
variety of employment matters;
WHEREAS, the Board of Directors and ▇▇. ▇▇▇▇▇▇▇ would like to amend the
Agreement to modify one of the provisions therein;
NOW THEREFORE BE IT RESOLVED, that for good and valuable consideration,
receipt of which is hereby acknowledged, the parties agree that the section
entitled "Change of Control" be and hereby is amended and restated to read in
full as follows:
"CHANGE OF CONTROL: Provided the parties enter into a mutual
general release, mutual nondisparagement and nonsolicitation
and confidentiality agreement, in the event of a (i) Change of
Control (as defined in the Credence Systems Corporation
Addendum to the Stock Option Agreement), and (ii) at any time
after such Change of Control, the Company or its successor
terminates you without Cause or you leave for Good Reason or
you die, the Company or its successor shall pay you or your
estate as soon as practicable after such date of termination
an amount equal to 200% of your then effective annual base
salary and 200% of your target bonus and the Company shall
immediately accelerate the vesting on all your unvested stock
options."
RESOLVED FURTHER that no other changes shall be made to the Agreement
with this Amendment and the Agreement shall remain in full force and effect as
so amended by this Amendment.
IN WITNESS WHEREOF, the parties below hereby ratify and approve this
Amendment.
CREDENCE SYSTEMS CORPORATION
/S/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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