LTXX Ltx (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2008

LTX CORPORATION

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (781) 461-1000

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Retention Agreement

On July 29, 2008, LTX Corporation (“LTX”) entered into a Retention Agreement (the “Retention Agreement”) with Mark J. Gallenberger, LTX’s Chief Financial Officer, in connection with the proposed merger (the “Merger”) contemplated by the Merger Agreement, dated as of June 20, 2008, among LTX, Zoo Merger Corporation, a direct, wholly-owned subsidiary of LTX (“Merger Sub”), and Credence Systems Corporation, pursuant to which Merger Sub will merge with and into Credence and Credence will become a wholly-owned subsidiary of LTX.

Under the terms of the Retention Agreement, effective and contingent upon the closing of the Merger, Mr. Gallenberger will (1) remain Chief Financial Officer of the combined company, (2) receive an annual base salary of $360,000, (3) be eligible to receive an annual target bonus equal to 50% of Mr. Gallenberger’s annual base salary, (4) on or shortly after the closing of the Merger, receive a one-time grant of 125,000 restricted stock units under LTX’s 2004 Stock Plan (the “Initial Grant”), (5) receive an additional grant of 165,000 restricted stock units under LTX’s 2004 Stock Plan at the time of and in connection with LTX’s routine fiscal 2008 annual equity grants to executive officers (the “Supplemental Grant”), (6) participate in benefit programs that LTX establishes and makes available to its employees, and (7) be eligible for paid vacation in accordance with LTX’s vacation policy.

Unless the vesting of the Initial Grant and the Supplemental Grant is accelerated as described below, the Initial Grant will vest in equal annual installments over a three-year period and the Supplemental Grant will vest in equal annual installments over a four-year period, in each case assuming Mr. Gallenberger remains employed by LTX.

If Mr. Gallenberger’s employment with LTX is terminated by LTX without cause or by Mr. Gallenberger for good reason (as those terms are defined in the Retention Agreement), Mr. Gallenberger will be entitled to receive the following severance benefits:

The payments and benefits described above will occur or begin, as applicable, on the payroll date coinciding with or next following the 60th day after Mr. Gallenberger’s date of termination, subject to certain exceptions set forth in the Retention Agreement.

If the closing of the Merger does not occur, the Retention Agreement will be of no force or effect.

The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the Retention Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by this reference.

Modifications to Waiver Letters

Also on July 29, 2008, each of David G. Tacelli, LTX’s President and Chief Executive Officer, and Mr. Gallenberger, entered into Letter Agreements (the “Letter Agreements”) that modified the terms of the Waiver Letters Messrs. Tacelli and Gallenberger entered into with LTX on June 20, 2008 in connection with the Merger. Under the Letter Agreements, each of Messrs. Tacelli and Gallenberger agreed that neither the execution and delivery of the Merger Agreement nor the consummation of the transactions contemplated by the Merger Agreement (including, without limitation, the Merger) constitute a change of control, change in control, change in control event or similar event under any agreement or plan governing any stock option, restricted stock, restricted stock unit or other equity award granted to him by LTX.

The foregoing description of the Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the Letter Agreements, which are attached as Exhibits 10.2 and 10.3 hereto and incorporated herein by this reference.

See Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, LTX has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Ltx (NASDAQ:LTXX)
Historical Stock Chart
Von Mai 2024 bis Jun 2024

Ltx (NASDAQ:LTXX)
Historical Stock Chart
Von Jun 2023 bis Jun 2024