Exhibit 10.8

CREDENCE SYSTEMS CORPORATION

2005 NON-EMPLOYEE DIRECTOR OPTION PROGRAM

REVISED AND RESTATED AS OF AUGUST 28, 2007

ARTICLE I

ESTABLISHMENT AND PURPOSE OF THE PROGRAM



|1.01 | Establishment of Program
|---- | ------------------------

The Credence Systems Corporation 2005
Non-Employee Director Option Program (the Program) is adopted pursuant to the Credence Systems Corporation 2005 Stock Incentive Plan (the Plan) and, in addition to the terms and conditions set forth below, is subject to the
provisions of the Plan.



|1.02 | Purpose of Program
|---- | ------------------

The purpose of the Program is to enhance the
ability of the Company to attract and retain directors who are not Employees (Non-Employee Directors) through a program of automatic Option grants.



|1.03 | Effective Date of the Program
|---- | -----------------------------

The Program is effective as of the
date the Plan is approved by the shareholders of the Company.

ARTICLE II

DEFINITIONS

Capitalized terms in this Program, unless otherwise defined herein, have the
meaning given to them in the Plan.

ARTICLE III

OPTION TERMS



|3.01 | Date of Grant and Number of Shares
|---- | ----------------------------------

(a) Initial
Grant. A Non-Qualified Stock Option to purchase 30,000 shares of Common Stock and a grant of 4,000 shares of Restricted Stock shall be granted (the Initial Grant) to each Non-Employee Director, such Initial Grant to be made to
Non-Employee Directors elected or appointed to the Board on the first business day after each such Non-Employee Director first becomes a Non-Employee Director.

(b) Subsequent Grants. Beginning in the year 2005, each Non-Employee Director shall be
granted a Non-Qualified Stock Option to purchase 4,000 shares of Common Stock (a Subsequent Grant) on April 1st, July 1st, October 1stand January 1stof the following calendar



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year; provided that the Non-Employee Director is a director on the date of grant of such Subsequent Grant and provided further that no Subsequent Grant shall
be made to any Non-Employee Director who has not served as a director of the Company, as of the date of grant of such Subsequent Grant, for at least six (6) months. In the event any April 1st, July 1st, October 1stor January 1stis not a business day, the corresponding Subsequent Grant shall be
made on the first business day after such date. In addition, a grant of 4,000 shares of restricted stock shall be made to each Non-Employee Director on the first business day after the Companys annual shareholders meeting.



|3.02 | Vesting
|---- | -------

(a) Initial Grant. Each Initial Grant under the Program shall vest and become exercisable as to one-eighth (1/8th) of the shares of Common Stock subject to the Option six (6) months after the date of grant
and shall vest and become exercisable as to one-sixteenth (1/16th) of the shares of Common Stock subject to the Option on each three-month anniversary of the date of grant thereafter, such that the Option will be fully vested and exercisable
four (4) years after its date of grant.

(b)
Subsequent Grant. Each Subsequent Grant under the Program shall vest and become exercisable as to one-fourth (1/4th) of the shares of Common Stock subject to the Option on each yearly anniversary of the April 1stgrant date for the first in the series of four Subsequent Grants awarded to each Non-Employee Director, such that each Subsequent Grant will be fully vested and exercisable four
(4) years after the April 1stgrant date for the first in the series of four Subsequent Grants awarded to each Non-Employee Director. For initial
Subsequent Grants awarded to a Non-Employee Director who was ineligible to receive a Subsequent Grant on April 1stof any year, the Vesting
Commencement Date (as set forth in the applicable option agreement) for such Subsequent Grants to be made to such Non-Employee Director shall be the grant date of the initial Subsequent Grant in such series of three or fewer Subsequent Grants.

(c) Restricted Share Grants. Each grant
of restricted stock shall vest and become exercisable as to one-third (1/3rd) of the shares of the grant on each yearly anniversary of the grant date.



|3.03 | Exercise Price
|---- | --------------

The exercise price per share of Common Stock of
each Initial Grant and Subsequent Grant of options shall be one hundred percent (100%) of the Fair Market Value per Share on the date of grant.



|3.04 | Termination of Continuous Service
|---- | ---------------------------------

Subject to Sections 3.05
and 3.06 of this Program, in the event a Non-Employee Directors Continuous Service terminates, a Non-Employee Director may exercise the portion of each of his or her Options that was vested at the date of such termination at any time within
six (6) months after the date of the Non-Employee Directors termination of Continuous Service. Notwithstanding the foregoing, in the event a Non-Employee Director dies within six (6) months after his or her Continuous Service
terminates, the portion of each of his or her Options that was vested at the date of such termination of Continuous Service may be exercised at any time within twelve (12) months after the date of death.



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|3.05 | Termination as a Result of Death or Disability
|---- | ----------------------------------------------

In the event a
Non-Employee Directors Continuous Service terminates as a result of his or her death or Disability, each of the Non-Employee Directors Options which is at the time outstanding under the Program automatically shall become fully vested and
exercisable immediately prior to the date of such termination. In addition, a Non-Employee Directors Options outstanding under the Program may be exercised at any time within twelve (12) months after the date of the Non-Employee
Directors termination of Continuous Service as a result of his or her death or Disability.



|3.06 | Termination as a Result of Retirement
|---- | -------------------------------------

In the event of a
Non-Employee Directors Qualifying Retirement, each of the Non-Employee Directors Options and restricted stock which is at the time outstanding under the Program automatically shall become fully vested and exercisable immediately prior to
the date of such Qualifying Retirement. In addition, a Non-Employee Director may exercise each of his or her Options outstanding under the Program at any time within twelve (12) months after the date of the Qualifying Retirement (but in no
event later than the expiration date of the Option).

Qualifying Retirement is defined as a Non-Employee Directors termination of
Continuous Service after attaining the age of sixty five (65) years and the completion of nine (9) or more years of service as a Non-Employee Director.



|3.07 | Corporate Transaction/Change in Control
|---- | ---------------------------------------

(a)
Corporate Transaction. In the event of a Corporate Transaction, each Option and restricted stock grant which is at the time outstanding under the Program automatically shall become fully vested and exercisable immediately prior to the
effective date of such Corporate Transaction. Effective upon the consummation of the Corporate Transaction, all outstanding Options under the Program shall terminate. However, all such Options shall not terminate to the extent they are Assumed in
connection with the Corporate Transaction.

(b) Change in Control. In the event of a Change in Control (other than a Change in
Control which also is a Corporate Transaction), each Option and restricted stock grant which is at the time outstanding under the Program automatically shall become fully vested and exercisable, immediately prior to the specified effective date of
such Change in Control.



|3.08 | Other Terms
|---- | -----------

The Administrator shall determine the remaining terms
and conditions of the Options awarded under the Program.



|3.09 | Amendment, Suspension or Termination of the Program
|---- | ---------------------------------------------------

The Board may
at any time amend, suspend or terminate the Program without the approval of the Companys stockholders.