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Exhibit
10.7
E XECUTIVE
E MPLOYMENT A GREEMENT
This Amended Executive Employment
Agreement (the “Agreement”), dated August 10,
2007, is between CREDENCE SYSTEMS CORPORATION (the
“Company”) and Amir Aghdaei
(“Executive”).
| I. |
POSITION AND RESPONSIBILITIES |
A. Position. Executive
is employed by the Company to render services to the Company in the
position of Senior Vice President—World-wide Field Operations
and Marketing, reporting to the Company’s Chief Executive
Officer. Executive shall perform such duties and responsibilities
as are normally related to such position in accordance with the
standards of the industry and any additional duties now or
hereafter assigned to Executive by the Company. Executive shall
abide by the rules, regulations, and practices as adopted or
modified from time to time in the Company’s sole
discretion.
B. Other Activities.
Except upon the prior written consent of the Company, Executive
will not, during the term of this Agreement, (i) accept any
other employment, or (ii) engage, directly or indirectly, in
any other business activity (whether or not pursued for pecuniary
advantage) that might interfere with Executive’s duties and
responsibilities hereunder or create a conflict of interest with
the Company.
C. No Conflict.
Executive represents and warrants to the best of his knowledge that
his execution of this Agreement, his employment with the Company,
and the performance of his proposed duties under this Agreement
shall not violate any obligations he may have to any other
employer, person or entity, including any obligations with respect
to proprietary or confidential information of any other person or
entity. Company has reviewed Executive’s Long term
International Assignment Agreement (“LTI”) between
Executive’s former employer and Executive and has concluded
that no provision of the LTI is in violation of Executive’s
foregoing representation and warranty.
| II. |
COMPENSATION AND BENEFITS |
A. Base Salary. In
consideration of the services to be rendered under this Agreement,
the Company shall pay Executive an annual base salary of Three
Hundred Thousand Dollars ($300,000) (“Base Salary”).
The Base Salary shall be paid in accordance with the
Company’s regularly established payroll practice.
Executive’s Base Salary will be reviewed from time to time in
accordance with the established procedures of the Company for
adjusting salaries for similarly situated employees and may be
adjusted in the sole discretion of the Company.
B. Bonuses. Executive
shall be paid a sign-on bonus of One Hundred Thousand Dollars
($100,000) on the commencement of employment with the Company,
which bonus shall be subject to repayment to the Company by
Executive in the event Executive, prior to that date two years
after the date of this Agreement, terminates his employment with
the Company (other than by reason of death or disability or for
“Good Reason” or “Good Reason” after a
“Change in Control”) or Executive is terminated by the
Company “For Cause.” In the event of a termination
giving rise to an obligation by Executive to repay the
“sign-on bonus,” the amount of the “sign-on
bonus” subject to repayment shall be the pro rata portion of
the “sign-on bonus” determined by multiplying the
original bonus amount by a fraction, the numerator of which shall
be the number of complete days of service by Executive under this
Agreement and the denominator of which shall be seven hundred
thirty (730). Executive shall be eligible for an annual target
incentive bonus equal to Sixty Percent (60%) of his
then-current Base Salary (“Target Bonus”), based on
Executive’s achievement of performance objectives determined
by the Company. During each of the first two bonus periods that
Executive is employed by the Company, the minimum bonus paid to
Executive shall be Seventy-five Thousand Dollars ($75,000) (the
“Minimum Bonus Amount”) and shall be paid even if no
Target Bonus is declared or the Target Bonus is less than the
Minimum Amount.
C. Initial Equity
Grants . Contemporaneous with the commencement of
Executive’s employment with the Company, the Company shall
grant to Executive an option to purchase Two Hundred Seventy
Thousand (270,000) shares of the Company’s Common Stock.
The Option Shares exercise price shall be determined by the
Company’s Board of Directors but shall be the closing price
for the Company’s common stock as determined on the Nasdaq
National Market on the date of commencement of
Executive’s
employment. The Option Shares shall vest
according to the following schedule, subject to Executive’s
continued service to the Company: (i) 12.5% of the Option
Shares shall vest on the first six months of the date of grant, and
(ii) the remaining 87.5% of the Option Shares shall vest in
fourteen equal and successive quarterly installments upon the
Executive’s completion of each additional three
(3) month period of service thereafter. In addition,
contemporaneous with the commencement of Executive’s
employment, Executive will be granted Fifty Thousand
(50,000) restricted shares of the Company’s Common Stock
(the “Restricted Shares”), at no cost to Executive,
subject to the terms of the Company’s Restricted Stock
Agreement (the “Restricted Stock Agreement”) and the
Company’s Stock Incentive Plan. The Restricted Shares shall
vest according to the following schedule, subject to
Executive’s continued service to the Company: 25% of the
Restricted Shares shall vest on the first anniversary of the date
of grant, and an additional 25% of the Restricted Shares shall vest
on each anniversary thereafter for the next three years. The date
of grant and the exercise or purchase price per share of the
Restricted Shares shall be determined by the Board.
D. Benefits. Executive
shall be eligible to participate in the benefits made generally
available by the Company to similarly-situated executives, in
accordance with the benefit plans established by the Company, and
as may be amended from time to time in the Company’s sole
discretion.
E. Expenses. The
Company shall reimburse Executive for reasonable business expenses
incurred in the performance of Executive’s duties hereunder
in accordance with the Company’s expense reimbursement
guidelines.
F. Housing Allowance.
The Company shall pay to Executive a housing allowance of Ten
Thousand Dollars ($10,000) per month during his first thirty months
of employment with the Company.
G. Relocation
Expenses. Executive has agreed to relocate to California. The
Company shall pay to Executive relocation expenses in accordance
with its relocation policies, which policies have been disclosed to
Executive.
| III. |
AT-WILL EMPLOYMENT; TERMINATION BY COMPANY |
A. At-Will Termination by
Company. Executive’s employment with the Company shall be
“at-will” at all times. The Company may terminate
Executive’s employment with the Company at any time, without
any advance notice, for any reason or no reason at all,
notwithstanding anything to the contrary contained in or arising
from any statements, policies or practices of the Company relating
to the employment, discipline or termination of its employees. Upon
and after such termination, all obligations of the Company under
this Agreement shall cease, except as otherwise provided
herein.
B. Separation
Benefits. Except in situations where the employment of
Executive is terminated For Cause, By Death or By Disability (as
defined in Section IV below), in the event that the Company
terminates Executive’s employment at any time, Executive will
be eligible to receive the following benefits (collectively,
“Separation Benefits):
1. an amount equal to
(1) One Hundred Percent (100%) of Executive’s
then-current Base Salary plus (2) One Hundred Percent
(100%) of the remaining unpaid housing allowance installments,
payable in equal monthly installments over the twelve
(12) month period following the date of such termination
(“Salary Continuation Period”);
2. continued vesting
of Executive’s stock options and restricted shares until the
earlier of (a) the end of the Salary Continuation Period or
(b) the date Executive begins other employment, and a period
of twelve (12) months thereafter to exercise such vested
options; and
3. if Executive elects
to continue his medical coverage under the Consolidated Omnibus
Reconciliation Act (“COBRA”), the Company shall pay the
premiums for Executive’s COBRA coverage until the earlier of
(a) the end of the Salary Continuation Period or (b) the
date Executive becomes covered under another employer’s
health plan.
Notwithstanding the foregoing, if
Executive begins other employment during the Salary Continuation
Period, all vesting of Executive’s stock options shall cease
and Executive shall receive an accelerated
lump-sum payment of the remaining
payments for the Salary Continuation Period, in lieu of salary
continuation. Executive shall not be eligible to participate in the
Company’s deferred compensation, 401K, or employee stock
purchase plans during the Salary Continuation Period.
Executive’s eligibility for the
foregoing Separation Benefits is conditioned on (a) Executive
remaining available during the Salary Continuation Period to
consult with the Company regarding matters for which he previously
had responsibility as a Company executive;
(b) Executive having first signed a
release agreement in the form attached as Exhibit A, and
(c) Executive’s agreement not to compete with the
Company, or its successors or assigns, during the Salary
Continuation Period. If Executive engages in any business activity
competitive with the Company or its successors or assigns during
the Salary Continuation Period, all Separation Benefits immediately
shall cease.
| IV. |
OTHER TERMINATIONS BY COMPANY |
A. Termination for
Cause. For purposes of this Agreement, “For Cause”
shall mean: (i) Executive commits a crime involving
dishonesty, breach of trust, or physical harm to any person;
(ii) Executive willfully engages in conduct that is in bad
faith and materially injurious to the Company, including but not
limited to, misappropriation of trade secrets, fraud or
embezzlement; (iii) Executive commits a material breach of
this Agreement, which breach is not cured within twenty days after
written notice to Executive from
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