Nptest Holding Corp Sample Contracts

NPTest Holding Corporation 14,600,000 Shares a Common Stock ($0.001 par value) Underwriting Agreement
Nptest Holding Corp • November 25th, 2003 • Instruments for meas & testing of electricity & elec signals • New York

NPTest Holding Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 14,600,000 shares of Common Stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). NPTest Holding, LLC, a Delaware limited liability company (the “Selling Stockholder”) also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,190,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Under

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of December 4, 2003 by and among NPTest Acquisition Corporation, a Delaware corporation (together with its successors, the “Company”), NPTest Holding Corporation, a Delaware corporation (together with its successors, “Parent”), and Jean-Luc Pelissier (“Executive”), effective as the date hereof.

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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CREDENCE SYSTEMS CORPORATION CATALINE CORPORATION AND NPTEST HOLDING CORPORATION February 22, 2004
Agreement and Plan of Reorganization • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of February 22, 2004 (the “Execution Date”) by and among CREDENCE SYSTEMS CORPORATION, a Delaware corporation (“Parent”), CATALINE CORPORATION, a Delaware corporation (“Merger Sub”), and NPTEST HOLDING CORPORATION, a Delaware corporation (“Company”).

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of the 22nd day of February, 2004 between Credence Systems Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of NPTest Holding Corporation, a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

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STOCKHOLDERS’ AGREEMENT dated as of November 18, 2003 among NPTEST HOLDING CORPORATION, NPTEST HOLDING, LLC and certain other persons named therein
Stockholders’ Agreement • March 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT dated as of November 18, 2003 (the “Agreement”) among NPTest Holding Corporation (the “Company”), NPTest Holding, LLC (“FP”) and such additional persons as may sign joinder agreements to this Agreement.

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AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory Agreement • March 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of December 4, 2003 by and among NPTest Holding Corporation (“Parent”), NPTest Acquisition Corporation (the “Company” and together with Parent, the “Companies”) and Francisco Partners GP, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of July 29, 2003 by and among the Companies and the Advisor (the “Original Agreement”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

AMENDMENT dated as of April 26, 2004 (this “Amendment”) to the Employment Agreement dated as of July 29, 2003 (“Employment Agreement”) by and between NPTest Holding Corporation, a Delaware corporation (together with its successors, the “Company”), and Ashok Belani (“Executive”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT dated as of February 22, 2004 among Credence Systems Corporation, a Delaware corporation (the “Issuer”), and the Holders as defined herein.

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NPTest Holding Corporation Stock Option Agreement
Stock Option Agreement • November 19th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

NPTest Holding Corporation, a Delaware corporation (the “Company”), hereby grants, as of the date (the “Grant Date”) of grant set forth on the notice of grant attached hereto (the “Notice of Grant”), to the individual listed on the Notice of Grant (“Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth in the Notice of Grant (the “Exercise Price”), the number of shares of common stock of the Company (“Shares”) set forth in the Notice of Grant, pursuant to the NPTest Holding Corporation 2003 Stock Incentive Plan (the “Plan”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

AMENDMENT dated as of April 26, 2004 (this “Amendment”) to the Employment Agreement dated as of September 22, 2003 (“Employment Agreement”) by and between NPTest Holding Corporation, a Delaware corporation (together with its successors, the “Company”), and David Mullin (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 22, 2003 (the “Effective Date”) by and among NPTest Holding Corporation, a Delaware corporation (together with its successors and subsidiaries, the “Company”), and David Mullin (“Executive”).

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ADVISORY AGREEMENT
Advisory Agreement • October 17th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

This Advisory Agreement (this “Agreement”) is made and entered into as of July 29, 2003 by and between NPTest Holding Corporation (“Parent”), NPTest Acquisition Corporation (the “Company” and together with Parent, the “Companies”) and Francisco Partners GP, LLC (“Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stock Purchase and Sale Agreement dated as of June 24, 2003 (the “Purchase Agreement”) by and among Schlumberger Technology Corporation, Schlumberger Technologies, Inc., Schlumberger B.V. and the Companies.

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STOCK PURCHASE AND SALE AGREEMENT by and among SCHLUMBERGER TECHNOLOGY CORPORATION SCHLUMBERGER TECHNOLOGIES, INC. SCHLUMBERGER B.V. NPTEST HOLDING CORPORATION and NPTEST ACQUISITION CORPORATION dated as of June 24, 2003
Stock Purchase and Sale Agreement • November 14th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

Stock Purchase and Sale Agreement, dated as of June 24, 2003, by and among NPTest Holding Corporation, a Delaware corporation (“Parent”), NPTest Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent, Schlumberger Technology Corporation, a Texas corporation (“STC”), Schlumberger Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of STC (“STI”) and Schlumberger B.V., a corporation organized under the laws of The Netherlands (“SBV” and, together with STI, the “Sellers”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article IX.

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STOCKHOLDER LOCK-UP AGREEMENT February 22, 2004
Stockholder Lock-Up Agreement • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals

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”), Cataline 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:

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NPTEST HOLDING CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 5th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

This Indemnification Agreement (the “Agreement”) is made as of ____________, 2003 by and between NPTest Holding Corporation, a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).

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AMENDMENT NO. 1 TO STOCK PURCHASE AND SALE AGREEMENT
Stock Purchase and Sale Agreement • November 14th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals

This AMENDMENT NO. 1 dated as of July 29, 2003, to the Stock Purchase and Sale Agreement, dated as of June 24, 2003 (the “Purchase Agreement”), by and among NPTest Holding Corporation, a Delaware corporation (“Parent”), NPTest Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent, Schlumberger Technology Corporation, a Texas corporation (“STC”), Schlumberger Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of STC (“STI”) and Schlumberger B.V., a corporation organized under the laws of The Netherlands (“SBV” and, together with STI, the “Sellers”). Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings ascribed to them in the Purchase Agreement.

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