CREDENCE STOCKHOLDER VOTING AGREEMENTCredence Stockholder Voting Agreement • June 23rd, 2008 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2008, by and among LTX Corporation, a Massachusetts corporation (“LTX”), Credence Systems Corporation, a Delaware corporation (“Credence”) (only with respect to Section 2(b) hereof), and the undersigned stockholder (“Stockholder”) of Credence.
June 20, 2008Transition Terms • June 23rd, 2008 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
This letter confirms the agreement (this “Agreement”) between you and Credence Systems Corporation (the “Company” or “Credence”) concerning the transition services you have agreed to perform for Credence following the Closing, as defined in the Agreement and Plan of Merger by and among LTX Corporation, Zoo Merger Corporation and Credence Systems Corporation signed herewith (the “Merger Agreement”). The Company and you are parties to that Executive Employment Agreement, dated as of March 13, 2006 and effective as of December 7, 2006 (the “Original Employment Agreement”) as amended effective June 11, 2008 by Amendment No. 1 to the Original Employment Agreement (the Original Employment Agreement, as amended, is referred to herein as the “Employment Agreement.”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Employment Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LTX CORPORATION, ZOO MERGER CORPORATION AND CREDENCE SYSTEMS CORPORATION Dated as of June 20, 2008Agreement and Plan of Merger • June 23rd, 2008 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 20, 2008, by and among LTX Corporation, a Massachusetts corporation (“LTX”), Zoo Merger Corporation, a Delaware corporation and a direct wholly-owned subsidiary of LTX (“Merger Sub”), and Credence Systems Corporation, a Delaware corporation (“Credence”).
