Exhibit 10.39
CREDENCE SYSTEMS CORPORATION
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
January 15, 2002
Mr. ▇▇▇▇ ▇▇▇▇
Dear ▇▇▇▇:
Reference is made to your employment offer letter, dated October 1, 2001
(the "Employment Offer Letter"), by and between you 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 Employment
Offer Letter or the relevant stock option agreements, to the extent that you are
terminated "without cause" as described in your Employment Offer Letter, the
final exercise date of any options which you are vested in pursuant to the terms
of the Employment Offer Letter or the relevant stock option agreement on the
date of such termination shall be extended until the earlier of (i) the
-------
expiration of the 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer and
Chairman of the Board
ACKNOWLEDGED AND AGREED:
/s/ ▇▇▇▇ ▇▇▇▇
-------------
▇▇▇▇ ▇▇▇▇