EXECUTIVE OFFICER AGREEMENT

Exhibit 10.1

This EXECUTIVE OFFICER AGREEMENT is entered into this 29th day of June 2012, by and between Teradyne, Inc., a Massachusetts corporation (“Teradyne” or the “Company”), and the undersigned executive officer of Teradyne (“Executive”).

WITNESSETH:

WHEREAS, the Executive is retiring from the Company effective June 29, 2012 (the “Retirement Date”).

WHEREAS, Teradyne recognizes the contributions the Executive has made to the success of the Company and wishes to ensure the Executive is available to provide consulting to the Company and does not engage in any business competitive with the Company following his retirement for the period from the Retirement Date through January 27, 2016 (the “Non-Competition Period”).

WHEREAS, Teradyne and Executive desire to set forth certain terms and conditions relating to the Executive’s retirement from Teradyne.

NOW THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

Consulting.

In consideration of the benefits received under this Agreement, the Executive agrees to make himself reasonably available to provide consulting services to the Company as reasonably requested by the Company for up to one hundred and sixty (160) hours during each of the following three twelve (12) month periods of the Non-Competition Period: (a) June 30, 2012 through June 29, 2013; (b) June 30, 2013 through June 29, 2014; and June 30, 2014 through June 29, 2015. For the period from June 30, 2015 through January 27, 2016, the Executive will make himself available as above for up to ninety (90) hours. During the four periods enumerated above, if the Company does not avail itself of the specified number of consulting hours related to that period, the hours will not accumulate or roll over into any subsequent period. The Company will reimburse the Executive for any expenses he incurs in connection with the consulting, in accordance with the Company’s prevailing Travel and Entertainment Policy. In connection with the performance of any consulting services, the Executive shall maintain the confidentiality of any information provided by the Company, comply with the Company’s Code of Conduct and work as an independent contractor without any employment benefits that the Company makes available to its employees. The Executive hereby agrees that following the Retirement Date, he shall cease to be an employee of the Company.

Consideration for Consulting and Non-Competition.

In consideration for his consulting services, the signing of the Release attached as Attachment A as well as the promises and covenants including the Non-Competition and Non-Solicitation provision set forth herein, the Company agrees to the following treatment of the portions of the Executive’s outstanding equity grants which remain unvested as of the Retirement Date; provided that such treatment shall be subject to Section 3 hereof and full compliance by the Executive with Section 5 hereof:

Any unvested, time-based restricted stock units granted before 2012 shall continue to vest during the Non-Competition Period;

Any unvested, time-based restricted stock units granted in 2012 prior to the Retirement Date shall continue to vest during the Non-Competition Period in a pro-rated amount based on the number of days that the Executive was employed during 2012;

Any unvested stock options granted before 2012 shall continue to vest during the Non-Competition Period;

Any unvested stock options granted in 2012 prior to the Retirement Date shall continue to vest during the Non-Competition Period in a pro-rated amount based on the number of days that the Executive was employed during 2012;

Any vested stock options as of the Retirement Date or stock options that become vested during the Non-Competition Period may be exercised for the remainder of the generally applicable term of such option which in all cases is no later than seven years from the respective dates of grant;

Any previously granted unvested, performance-based restricted stock units for which the performance percentage has been determined by Teradyne’s Board of Directors and/or Compensation Committee as of the Retirement Date shall continue to vest during the Non-Competition Period; and

Any previously granted unvested, performance-based restricted stock units for which the performance percentage has not been determined by Teradyne’s Board of Directors and/or Compensation Committee as of the Retirement Date shall commence vesting at their target or 100% level on the first anniversary of their grant date in a pro-rated amount based on the number of days that the Executive was employed during the relevant performance period, and shall continue to vest during the Non-Competition Period.

Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company as of the Retirement Date. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity

grants which are not vested by reason of the application of Section 2(a), (b), (c), (d), (f) and (g) shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Section 5.

Executive acknowledges that he is not and would not be entitled to the consideration described in this Section 2 absent his execution and non-revocation of this Agreement and the release. The consideration described in this Section 2 is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executive’s retirement. The parties acknowledge that Executive shall not be entitled to any severance or separation payment or benefit associated with his retirement, other than all accrued wages and unused vacation time as of the Retirement Date. The Executive acknowledges and agrees that his termination of employment with the Company shall not be considered a retirement for purposes of his unvested equity grants which are outstanding as of the Retirement Date and that the settlement or exercise of rights under such grants shall not be accelerated.

Conditions to Consideration.

The consideration and entitlements set forth above in Section 2 shall be conditioned on Executive’s signing, and not revoking, a Release, in the form attached as Attachment A, within twenty-one (21) days following the Retirement Date, plus any legally required revocation period.

Compensation in connection with Retirement.

Executive shall receive the following compensation in connection with his retirement:

Variable compensation payment for 2012 pro-rated to the Retirement Date paid in accordance with and at the time consistent with the Company’s standard practice;

Profit sharing payment, if any, for the first half of 2012 made in accordance with the Company’s standard practice; and

All other compensation and benefits to which the executive is currently entitled in connection with his employment or his retirement.

Non-Competition and Non-Solicitation.

During the Non-Competition Period, Executive shall not directly or indirectly:

Engage in any business or enterprise (whether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) that is competitive with Teradyne (including but not limited to, any business or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by Teradyne while Executive was employed by Teradyne);

Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the period of Executive’s employment with Teradyne, except for an individual whose employment with Teradyne has been terminated for a period of six months or longer; or

Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the Executive’s employment.

If any restriction set forth in this Section 5 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

Executive acknowledges that the restrictions contained in this Section 5 are necessary for the protection of the business and goodwill of Teradyne and are considered by Executive to be reasonable for such purpose. Executive agrees that any breach of this Section 5 will cause Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief.

The geographic scope of this Section 5 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business.

Executive agrees that during the Non-Competition Period, he will make reasonable good faith efforts to give written notice to Teradyne of each new business activity he plans to undertake, at least (5) business days prior to beginning any such activity.

If Executive violates the provisions of this Section 5, Teradyne shall be entitled to discontinue any continued vesting per Section 2 above and Executive shall continue to be bound by the restrictions set forth in this Section 5 for an additional period of time equal to the duration of the violation, such additional period not to exceed 24 months.

Deferred Compensation/Section 409A.

Notwithstanding any other provision of this Agreement, if the Executive is a “specified employee” at the time of the Executive’s “separation from service” as such terms are defined in Section 409A of the Code, all payments, benefits, or removal of restrictions on the transfer of equity under this Agreement with respect to the Executive’s “separation from service” that constitute compensation deferred under a nonqualified deferred compensation plan as defined in Section 409A of the Code and regulations thereunder for which an exemption does not apply and

to which such the Executive as a “specified employee” would otherwise be entitled during the first six months following the date of “separation from service” shall be made on the first day of the seventh month after the date of “separation from service” (or, if earlier, the date of death of the Executive).

For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A and regulations thereunder or payments that are made under separation pay plans as described in Treasury Regulation Section 1.409A-1(b)(9)(ii), (iii) or (iv), shall not be treated as deferred compensation unless applicable law requires otherwise. Neither Teradyne nor the Executive shall have the right to accelerate or defer the delivery of any payments or benefits under this Agreement except to the extent specifically permitted or required by Section 409A.

This Agreement is intended to comply with the provisions of Section 409A and regulations thereunder and the Agreement shall, to the extent practicable, be construed and administered in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, Teradyne makes no representations or warranty and shall have no liability to the Executive or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Governing Law and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and this Agreement shall be deemed to be performable in Massachusetts. The Executive and the Company agree that any dispute, controversy or claim arising between the parties relating to this Agreement shall be resolved by final and binding arbitration before a single arbitrator, except that the parties may seek equitable relief in court to preserve the status quo pending final resolution in arbitration. The arbitrator shall be selected in accordance with the Employment Dispute Resolution rules of the American Arbitration Association (“AAA”) pertaining at the time the dispute arises. The parties agree that such arbitration shall take place at the offices of the AAA in Boston, Massachusetts. In such arbitration proceedings, the arbitrator shall have the discretion, to be exercised in accordance with applicable law, to award any damages permitted by law, and to allocate among the parties the arbitrator’s fees, tribunal and other administrative and litigation costs and, to the prevailing party, reasonable attorneys’ fees. The award of the arbitrator may be confirmed before and entered as a judgment of any court having jurisdiction of the parties.

Severability.

In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed to the maximum extent permitted by law.

Waivers and Modifications.

This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this Section 9. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

10.

Assignment.

This Agreement, and Executive’s and Teradyne’s rights and obligations hereunder, may not be assigned by Executive or Teradyne; any purported assignment by Executive or Teradyne in violation hereof shall be null and void.

11.

Entire Agreement.

This Agreement, including Schedule A and Attachment A, constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes all agreements, written or oral, made prior to the date hereof between Executive and Teradyne relating to the subject matter hereof, except for the attached Release once executed, and the equity award agreements, as modified hereby, between Teradyne and Executive.

12.

Notices.

All notices hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, addressed as follows:


If to Teradyne, to:		Teradyne, Inc.
		000 Xxxxxxxxx Xxxxx
		Xxxxx Xxxxxxx, XX 00000
		Attention: General Counsel

If to Executive, at Executive’s address in his employment file on record with the Human Resources Department.

13.

Cooperation.

Executive agrees to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with Company counsel to prepare for trial or discovery or an administrative hearing or alternative dispute resolution and to act as a witness when requested by the Company at reasonable times designated by the Company.

14.

Return of Property.

No later than the Retirement Date, Executive shall return to the Company all Company property in his possession or control, including all electronic documents

15.

Non-Disparagement.

The Executive understands and agrees that in consideration for the covenants, terms and conditions herein, he shall not make any false, disparaging or derogatory statements to any third person or entity, including any media outlet, in public or private regarding the Company’s directors, officers, executives, agents, or representatives or the Company’s business affairs and financial condition. The Company understands and agrees that in consideration for the covenants, terms and conditions herein, it shall cause its directors and executive officers to not make any false, disparaging or derogatory statements to any third party or entity, including any media outlet, in public or private, regarding the Executive.

16.

Confidential Information

The Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company concerning the Company or any affiliate are the property of the Company. The Executive agrees that he will not use, publish or disclose, at any time after the Retirement Date or in connection with his consulting services, any secret or confidential information or data concerning any discovery, invention, opportunity, product, design, formula, algorithm or process, or any secret or confidential production, sales or other business information, relating to the Company or any client, subsidiary or affiliate of the Company which he may acquire or have acquired during any period of employment with the Company or any affiliate. The term “confidential information” shall not include information that is in the public domain at the time of the disclosure. The Executive further agrees to turn over at or prior to the expiration of his employment all tangible forms of such information in his possession or under his control, including drawings, specifications, models, customer lists and other documents and records as well as all copies and reproductions thereof. Prior to or concurrent with any cessation of services hereunder, the Executive shall reduce to writing and deliver to the Company such information as the Company may reasonably request to the extent that such information pertains to the business and operations of the Company and its subsidiaries and affiliates and any product or service offered by the Company or its affiliates.

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


TERADYNE, INC.		EXECUTIVE

By:	/s/ Xxxxx Xxxxxxxxxx	/s/ Xxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxxx	Name:	Xxxx Xxxxxxxxx
Title:	VP, Human Resources

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EXECUTIVE OFFICER AGREEMENT

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