Exhibit 99.20
CREDENCE SYSTEMS CORPORATION
000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Xx. Xxxxxxx X. Xxxxxx, Xx.
Dear Xxxx:
This letter agreement is intended to memorialize the terms and
conditions under which you have agreed to serve as the Chairman of the Company's
Board of Directors and for your services performed during the period the Company
is engaged in the search for a new Chief Executive Officer. Those terms and
conditions may be summarized as follows:
1. You will assume your new position as Chairman of the Board of Directors,
effective December 8, 1998, and during the period you serve in that
capacity prior to the Board's appointment of a new permanent Chief
Executive Officer, you will have both executive officer and employee status
with the Company.
2. As an employee, your base salary will be $10,000 per month and will be paid
in accordance with the Company's normal payroll practices, subject to the
Company's collection of all applicable income and employment tax
withholdings. You will be reimbursed for all reasonable expenses incurred
in connection with your employment.
3. You were granted a stock option on December 8, 1998 to purchase 15,000
shares of the Company's common stock at an exercise price of $19.8125 per
share, the closing selling price on December 8, 1998. The option will be a
non-statutory option under the federal tax laws and will have a maximum
term of ten (10) years, subject to earlier termination upon your cessation
of service with the Company as an employee, consultant or Board member. The
option will become exercisable for all of the option shares upon the
earlier of (i) your completion of six (6) years of service with the Company
measured from the December 8, 1998 grant date or (ii) the Board's
appointment of a new permanent Chief Executive Officer.
4. During your period of employment with the Company, you will not be eligible
to receive any compensation payable to the non-employee members of the
Board, whether in the form of cash fees or automatic option grants under
the Company's 1993 Stock Option Plan.
5. You will be eligible to participate in all group term life insurance plans,
group health plans, accidental death and dismemberment plans and short-term
disability programs and other executive perquisites which are made
available to the Company's executives and for which you qualify. You will
accrue paid vacation benefits at the rate of one (1) week per calendar
quarter.
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6. The executive officer and employee status of your position as Chairman of
the Board is not for any specified period of time. As a result, either you
or the Company are free to terminate that status at any time for any
reason, with or without cause. In addition, your employment status with the
Company will terminate immediately upon the Board's appointment of a new
Chief Executive Officer or upon your death or disability. At the time your
employment status terminates, the Company will only be required to pay you
(i) any unpaid base salary for services rendered through the date of such
termination and (ii) the dollar value of all accrued and unused vacation
benefits based upon the level of base salary in effect for you at the time
of your termination. The termination of your executive officer and employee
status will not affect your continuation on the Board as a non-employee
director or as Chairman of the Board, if the Board so determines.
7. This letter agreement constitutes the full and complete agreement between
us concerning the terms of your service as an executive officer and
employee of the Company in your capacity as Chairman of the Board. Although
your duties, title, compensation and/or benefits, as well as the Company's
personnel policies and procedures, may change from time to time, the "at
will" nature of your employment may only be changed by an express written
agreement signed by you and a duly authorized officer of the Company.
To indicate your acceptance of the foregoing terms of your employment,
please sign the acceptance paragraph below and return it to my attention.
Very truly yours,
/s/ Xxxxxx Wolf_____________________
ACCEPTANCE
I hereby accept and agree to the terms and conditions
specified above for my employment with Credence Systems Corporation in the
executive officer position of Chairman of the Board.
/s/ Xx. Xxxxxxx X. Xxxxxx, Xx.______
Xx. Xxxxxxx X. Xxxxxx, Xx.
Dated: March 31, 1999
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