December 8, 1998
Xx. Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Dear Xxxx:
This letter agreement is to confirm the agreement between you and
Credence Systems Corporation (the "Company") regarding your separation from
employment with the Company and each of its subsidiaries.
1. Your employment with the Company terminated on December 8, 1998
(the "Departure Date"). Although you are not otherwise entitled
to receive any further compensation from the Company, after the
effective date of this letter agreement the Company will pay you
severance equal to your current base salary, less all applicable
withholdings, for a period of one year beginning on December 8,
1998 and ending on December 7, 1999, payable in accordance with
the Company's standard payment policy. In the alternative, upon
your request, you may receive a lump sum payment of such
severance.
2. On December 31, 1998, you were paid $12,273.59, which represents
all of your accrued but unused vacation through the Departure
Date and on December 18, 1998, you were paid $14,115.32, which
included all of your salary earned through the Departure Date.
The Company also provided you with all employee benefits through,
but not after, the Departure Date. Thereafter, the Company will
pay COBRA premiums on your behalf for one year from the Departure
Date, to continue medical, dental and vision benefits for you and
your spouse. Following this period, you may continue your
insurance coverage pursuant to COBRA at your own expense.
3. You agree that prior to the execution of this letter you were not
entitled to receive any further monetary payments from the
Company, and that the only payments and benefits that you are
entitled to receive from the Company in the future are those
specified in this letter.
4. In consideration for receiving the severance payments described
above, you waive and release and promise never to assert any
claims or causes of action, whether or not now known, against the
Company or its predecessors, successors, subsidiaries, officers,
directors, agents, employees and assigns, with respect to any
matter, including but not limited to, any matter arising out of
or connected with your employment with the Company or the
termination of that employment, including without limitation,
claims of wrongful discharge, emotional distress, defamation,
fraud, breach of contract, breach of the covenant of good faith
and fair dealing, any claims of discrimination or harassment
based on sex, age, race, national origin, disability or on any
other basis, under Title VII of the Civil Rights Act of 1964, as
amended, the California Fair Employment and Housing Act, the Age
Discrimination in Employment Act of 1967, as amended, the
Americans with Disabilities Act, and all other laws and
regulations relating to employment. Notwithstanding the
foregoing, you shall be entitled to your indemnification rights
from the Company under the Company's Certificate of
Incorporation, Bylaws and Indemnification Agreement entered into
by you.
5. Other than as set forth in the last sentence of paragraph 4
above, you expressly waive and release any and all rights and
benefits under Section 1542 of the Civil Code of the State of
California (or any analogous law of any other state), which reads
as follows: "A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at
the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor."
6. Nothing contained in this letter shall constitute or be treated
as an admission by you or the Company of liability, of any
wrongdoing, or of any violation of law.
7. At all times in the future, you will remain bound by the
Company's Proprietary Information and Invention Agreement signed
by you.
8. As of the Departure Date, the status of your outstanding options
to purchase shares of the Company's common stock (the "Options")
is as set forth on the attached Exhibit A "Closing Statement."
Pursuant to the terms of the existing stock option agreements
(the "Option Agreements") for your Options and the provisions of
the Company's Stock Option Plan (the "Plan") to which your
Options are subject, your options are vested and exercisable on
the Departure Date for a total of 362,250 shares. You will not
vest in any additional shares after December 8, 1998. You will
have until March 8, 1999 or June 8, 1999 as set forth on the
attached Exhibit A to exercise your Options for up to the number
of shares that are vested and outstanding. All of the other
terms, conditions and limitations applicable to your Options
pursuant to the Option Agreements will remain in full force and
effect. You should review Exhibit A carefully and discuss the
terms of your Options with Xxxxx Xxxxx or corporate counsel. You
acknowledge that you have no stock rights in the Company (or any
parent or subsidiary) other than those rights enumerated in this
paragraph 8.
9. You agree that you will not disclose to others the fact or terms
of this letter, except that you may disclose such information to
your attorney or accountant in order for such individuals to
render services to you.
10. You agree that at all times in the future you shall not make any
negative or disparaging remark, verbal, written or otherwise, to
any party regarding the Company's employees, officers, directors,
agents, products, services or business practices. The Company's
executive officers and directors agree that at all times in the
future they will not make any negative or disparaging remark,
verbal, written or otherwise, to any party outside of the Company
regarding any matter arising out of your employment with the
Company.
11. You agree that except as expressly provided in this letter, this
letter renders null and void any and all prior agreements between
you and the Company.
12. If any provision of this agreement is found to be unenforceable,
it shall not affect the enforceability of the remaining
provisions and the remaining provisions shall be enforced to the
extent permitted by law.
13. This agreement shall be construed and interpreted in accordance
with the laws of the State of California.
14. You should understand that you are subject to numerous securities
laws, rules and regulations, and you must seek your own advice on
compliance with such laws, rules and regulations. The Company
will not be responsible for advising you on such matters.
15. You have up to twenty-one (21) days after receipt of this letter
within which to review it, and to discuss it with an attorney of
your own choosing regarding whether or not you wish to execute
it. Furthermore, you have seven (7) days after you have signed
this letter during which time you may revoke this agreement.
If you wish to revoke this agreement, you may do so by delivering a
letter of revocation to me. Because of this revocation period, you
understand that the agreement set forth in this letter shall not
become effective or enforceable until the eighth day after the date
you sign this letter.
Please indicate your agreement with the above terms by signing below.
Sincerely,
/s/ XXXXXX XXXXXXX, ESQ.
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My agreement with the above terms is signified by my signature below.
Furthermore, I acknowledge that I have read and understand this letter and that
I sign this release of all claims voluntarily. with full appreciation that at no
time in the future may I pursue any of the rights I have waived in this release.
Dated: January 19, 1999 /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
