Letter Agreement Extending Stock Option Exercise Period Between Credence Systems Corporation and Keith L. Barnes

Summary

This agreement between Credence Systems Corporation and Keith L. Barnes modifies previous employment and letter agreements. It states that if Mr. Barnes is terminated without cause, he will have up to 12 months after termination, or until the original option expiration date (whichever is sooner), to exercise any vested stock options. The agreement is effective upon Mr. Barnes' acceptance and signature.

EX-10.37 7 dex1037.txt LETTER AGREEMENT DATED JANUARY 15, 2002 Exhibit 10.37 CREDENCE SYSTEMS CORPORATION 215 Fourier Avenue Freemont, CA 94539 January 15, 2002 Mr. Keith L. Barnes Dear Keith: 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 ------- 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/ Graham J. Siddall --------------------- Graham J. Siddall Chief Executive Officer and Chairman of the Board ACKNOWLEDGED AND AGREED: /s/ Keith L. Barnes - ------------------- Keith L. Barnes