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Exhibit
10.3
CREDENCE SYSTEMS
CORPORATION
AMENDMENT NO.
1
TO
EXECUTIVE EMPLOYMENT
AGREEMENT
This Amendment No. 1 to
Executive Employment Agreement (the “Amendment”) is
entered into as of June 11, 2008, by and between C
REDENCE S YSTEMS C
ORPORATION , a Delaware corporation (the
“Company”) and C ASEY E
ICHLER (“Executive”).
RECITALS
WHEREAS, the Company and
Executive have entered into that certain Executive Employment
Agreement, dated as of January 1, 2008 (the
“Agreement”);
WHEREAS, the Company and
Executive desire to amend the Agreement to provide for market
standard change in control benefits similar to those granted to
other executive officers of the Company; and
WHEREAS the Agreement may be
amended by the Company and Executive, and both the Company and
Executive desire to enter into this Amendment.
NOW, THEREFORE, for good and
valuable consideration, receipt of which is hereby acknowledged,
the Company and the Executive hereby agree to amend the Agreement
as follows:
AMENDMENT
Section 1.
Definitions . Except as otherwise provided herein,
capitalized terms used in this Amendment shall have the definitions
set forth in the Agreement.
Section 2.
Amendment . Section V.A. of the Agreement shall be
amended to read in its entirety as follows:
““Change of
Control.” For purposes of this Agreement, “Change
of Control” shall include any of the following
transactions:
1 a merger or consolidation
in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state
in which the Company is incorporated;
2 the sale, transfer or other
disposition of all or substantially all of the assets of the
Company;
1
3 the complete liquidation or
dissolution of the Company;
4 any merger or series of
related transactions culminating in a me
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