Exhibit 10.17
August 1, 2001
Teradyne, Inc.
000 Xxxxxxxx Xxxxxx
X000
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Dear Xx. Xxxxxxx:
In consideration for my continued employment with GenRad, Inc. (the
"Company") following its merger (the "Merger") with Teradyne, Inc.,
("Teradyne"), and the additional consideration set forth herein the sufficiency
of which I acknowledge, I hereby agree as follows:
1. to terminate in full my Employment Agreement with the Company
dated April 10, 2000 (such that such employment agreement is
null and void and, accordingly, I am not eligible for any
severance or other benefits set forth therein; provided,
however, that the termination of such agreement will not
effect my existing options or the acceleration of vesting
terms which exist with respect to such options); and
2. effective upon the closing of the Merger, to enter into a one
year noncompetition and nonsolicitation agreement with
Teradyne upon standard terms and conditions commencing upon
termination of employment with Teradyne.
In consideration for the above, Teradyne agrees to provide me with the
following:
1. on the date of closing of the Merger and as a condition of my
employment, an option grant for 86,650 shares of Teradyne
common stock with (x) an exercise price equal to the fair
market value of the common stock on the date of grant and (y)
standard Teradyne vesting provisions (which in any event shall
include vesting of 20% upon grant); and
2. an initial total model compensation amount consisting of
$334,286 annual base salary and variable compensation factor
of 150%.
August 1, 2001
Page 2
3. on the date of closing of the Merger and as a condition of my
employment, an additional option grant for 100,000 shares of
Teradyne common stock with (x) an exercise price equal to the
fair market value of the common stock on the date of grant and
(y) vesting provisions such that 20% will vest on the date of
grant and 20% will vest thereafter on each six month
anniversary date of the date of grant.
Agreed and accepted as of the date above.
Teradyne, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
