Exhibit 10.37
CREDENCE SYSTEMS CORPORATION
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
January 15, 2002
Xx. Xxxxx X. Xxxxxx
Dear Xxxxx:
Reference is made to (i) your employment agreement, dated March 25,
1998 (the "Employment Agreement"), by and between you and Integrated Measurement
Systems, Inc. and (ii) the letter agreement (the "Letter Agreement;" and
together with the Employment Agreement, the "Agreements"), dated August 1, 2001,
by and among, you, Integrated Measurement Systems, Inc. and Credence Systems
Corporation (the "Company").
For good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree that notwithstanding the terms of the Agreements
or the relevant stock option agreements, to the extent that you are terminated
"without cause" as described in your Employment Agreement, the final exercise
date of any options which you are vested in pursuant to the terms of the
Agreements or the relevant stock option agreement on the date of such
termination shall be extended until the earlier of (i) the expiration of the
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option term or (ii) the end of the twelve (12) month period following the date
of such termination.
Please indicate your acceptance of the foregoing by signing the
enclosed copy of this letter and returning it to the Company.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Executive Officer and
Chairman of the Board
ACKNOWLEDGED AND AGREED:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
