Form of Restricted Stock Unit Agreement under the 2010 Stock Incentive Plan



 Exhibit 10.9 
 LTX-CREDENCE CORPORATION 
 Restricted Stock Unit Agreement 

Granted Under 2010 Stock Plan 
  

	1.	Grant of Award. 

 This
Agreement evidences the grant by LTX-Credence Corporation, a Massachusetts corporation (the “Company”) on             , 201_ (the “Grant Date”) to
             (the “Participant”) of              restricted stock units of the Company (individually, an
“RSU” and collectively, the “RSUs”). Each RSU represents the right to receive one share of the common stock, $0.05 par value per share, of the Company (“Common Stock”) as provided in this Agreement and in the
Company’s 2010 Stock Plan (the “Plan”). The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement as “Shares.” 

 

	2.	Vesting; Forfeiture. 

 (a)
This award shall vest as follows: 
 [attach vesting schedule] 

(b) In the event that the Participant’s employment with the Company terminates for any reason other than by reason of death or
disability, any portion of this award that is not vested as of the date of such termination shall be forfeited. In the event that the Participant’s employment with the Company terminates by reason of death or disability, this award shall be
fully vested. For this purpose, “disability” shall mean the inability of the Participant, due to a medical reason, to carry out his duties as an employee of the Company for a period of six consecutive months. For purposes of this
Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company. 
  

	3.	Distribution of Shares. 


(a) The Company will distribute to the Participant (or to the Participant’s estate in the event that his or her death occurs after a
vesting date but before distribution of the corresponding Shares), as soon as administratively practicable after each vesting date, the Shares of Common Stock represented by RSUs that vested on such vesting date. 

(b) The Company shall not be obligated to issue to the Participant the Shares upon the vesting of any RSU (or otherwise) unless the
issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which
shares of Common Stock may then be listed. 
  

	4.	Restrictions on Transfer. 


The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively “transfer”) any RSUs, or any interest therein, except by will or the laws of descent and distribution. 
  

	5.	Dividend and Other Shareholder Rights. 

 Except as set forth in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the Company in respect of
the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been delivered to the Participant. 








	6.	Provisions of the Plan; Reorganization Event; Change in Control Event. 

 This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. 

 

	7.	Withholding Taxes, Section 83(b) Election. 

 (a) No Shares will be delivered pursuant to the vesting of an RSU unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or
local withholding taxes required by law to be withheld in respect of this option. 
 (b) The Company agrees that the Participant
may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the RSU creating the tax obligation, valued at their Fair Market Value (as defined
in the Plan); provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Participant hereby elects to satisfy the tax withholding obligations by delivery of shares
of Common Stock retained from this RSU. 
 (c) The Participant acknowledges that no election under Section 83(b) of the
Code may be filed with respect to this award. 
  

	8.	Miscellaneous. 

 (a) No
Rights to Employment. The Participant acknowledges and agrees that the vesting of the RSUs pursuant to Section 2 hereof is earned only by continuing service through the dates specified in Section 2 hereof (not through the act of being
hired or receiving the RSU award). The Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an
employee or consultant for the vesting period, for any period, or at all. 
 (b) Severability. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by
law. 
 (c) Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either
generally or in any particular instance, by the Board of Directors of the Company. 
 (d) Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in
Section 4 of this Agreement. 
 (e) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective
signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8(e). 
 (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural, and vice versa. 

  
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 (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement. 

(h) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the
Participant. 
 (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the
internal laws of the Commonwealth of Massachusetts without regard to any applicable conflicts of laws. 
 (j)
Participant’s Acknowledgments. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) understands the terms and consequences of this Agreement; and (iii) is fully aware of the legal and binding
effect of this Agreement. 
 (k) Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this
Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 

 

			
	LTX-CREDENCE CORPORATION
		
	By:	 	 
		
		 	 
		 	Participant’s Signature
		
		 	 
		 	 Print Name

Address



  

  
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