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EXHIBIT 99.2
CREDENCE SYSTEMS CORPORATION
STOCK OPTION ASSUMPTION UNDER
TMT, INC. 1996 STOCK OPTION PLAN
OPTIONEE:
TMT SHARES SUBJECT TO OPTION:
CREDENCE SHARES SUBJECT TO OPTION:
TMT EXERCISE PRICE:
CREDENCE EXERCISE PRICE:
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As you know, TMT, Inc. ("TMT") was recently acquired by Credence
Systems Corporation ("Credence") through a transaction effected on May 12, 2000
(the "Effective Time").
In connection with this transaction, Credence has assumed all of your
outstanding TMT stock options so that those options now cover shares of Credence
common stock. Several changes to each of your options were also made as part of
the assumption process. These changes may be summarized as follows:
1. The number of shares of Credence common stock subject to your
option has been adjusted to reflect the ratio at which shares of TMT common
stock were exchanged for shares of Credence common stock in the
transaction. That ratio was 0.1507652 of a share of Credence common stock
for each share of TMT common stock (the "Exchange Ratio"). As a result, the
number of Credence shares now subject to your option is as set forth above
and is equal to the number of TMT shares subject to your option immediately
before the transaction, multiplied by the Exchange Ratio and rounded down
to the nearest whole share.
2. The aggregate exercise price under your Credence option for all of
your new shares is approximately the same as the AGGREGATE exercise price
that previously existed for all of the shares purchasable under your TMT
options immediately prior to the transaction. However, the exercise price
PER SHARE for those options has been adjusted to reflect the Exchange Ratio
and is set forth above. Accordingly, the exercise price per share in effect
under your option immediately before the transaction has been divided by
the Exchange Ratio and rounded up to the nearest cent to establish the
price per share payable for the Credence common stock.
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3. The Credence shares subject to your assumed option will vest and
become exercisable in accordance with the same installment vesting schedule
in effect for the TMT shares subject to your option immediately prior to
the Effective Time; except, that the number of shares subject to each such
installment will be adjusted to reflect the Exchange Ratio. You will now
earn vesting credit for the period you continue in employment or service
with Credence (or any Credence subsidiary) following the Effective Time.
Except for the foregoing adjustments, all the terms and conditions of
your TMT option will continue in effect.
You have been provided two copies of this memorandum. Please review it
carefully so that you understand your rights to acquire Credence shares under
your assumed option. You should contact Nina Chellew at Credence if you have any
questions. After you have reviewed this memorandum, please sign one copy and
return it to the following address:
Credence Systems Corporation
215 Fourier Avenue
Fremont, CA 94539
Attn: Nina Chellew
The other copy of this Agreement should be attached to your existing option
agreement so that you will have a complete record of all the terms and
provisions applicable to your options as now assumed by Credence.
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing
memorandum and understands that all rights and liabilities with respect to each
of his or her TMT options hereby assumed by Credence are as set forth in this
memorandum, the applicable Plan and the stock option documents evidencing the
TMT option.
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___________________, OPTIONEE
DATED:_________________, 2000
