As filed with the Securities and Exchange Commission on June 28, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TERADYNE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2272148
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
321 Harrison Avenue
Boston, Massachusetts 02118
(Address of Principal Executive Offices)
--------------------
1996 Employee Stock Purchase Plan
1991 Employee Stock Option Plan
(Full Title of the Plan)
--------------------
Owen W. Robbins
Executive Vice President
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
(Name and Address of Agent For Service)
617-482-2700
(Telephone Number, Including Area Code, of Agent For Service)
--------------------
Copies to:
William B. Asher, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
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<PAGE>
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
---------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
1996 Employee Stock
Purchase Plan
Teradyne Common Stock, 700,000 shares $16.75 (1) $11,725,00 $4,043
$.125 par value
1991 Employee Stock
Option Plan
Teradyne Common Stock, 3,000,000 shares $16.75 (1) $50,250,000 $17,328
$.125 par value
TOTAL: 3,700,000 shares $21,371
===================================================================================================================
<FN>
(1) None of such shares are subject to outstanding options. The exercise
price of such options shall be determined at the time of grant. Accordingly,
pursuant to Rule 457(h)(1), the price of $16.75 per share, which is the
average of the high and low prices reported on the New York Stock Exchange on
June 26, 1996, is set forth solely for purposes of calculating the filing fee.
</FN>
</TABLE>
<PAGE>
-3-
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this Registration Statement by reference as of their
respective dates (File No. 1-6462):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed pursuant to the Exchange Act which
contains audited financial statements for the fiscal year ended
December 31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996, filed pursuant to the Exchange Act.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12(b) of the Exchange Act on April
10, 1979.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
<PAGE>
-4-
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed on by
Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 02110,
which serves as general counsel to the Registrant. Richard J. Testa, a member of
the firm and Clerk, Secretary and a director of the Registrant, owns
beneficially 12,500 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. Article VI ("Article
Six") of the Registrant's Restated Articles of Organization, as amended,
provides indemnification to the Registrant's directors and officers to the
fullest extent permitted by Massachusetts law, including circumstances in which
indemnification is otherwise discretionary. Section 2 of Article VI of the
Registrant's Amended and Restated By-laws provides that each director and
officer shall be indemnified by the Registrant against liabilities and expenses
in connection with any legal proceeding to which such officer or director may
become a party by reason of being or having been an officer or director of the
Registrant or of any organization in which the Registrant directly or indirectly
owns shares or of which the Registrant is a creditor, and provides that the
Board of Directors of the Registrant may, without stockholder approval,
authorize the Registrant to enter into agreements, including any amendments or
modifications thereto, with any of its directors or officers providing for
indemnification of such person to the maximum extent permitted under applicable
law and the Registrant's Restated Articles of Organization, as amended, and
Amended and Restated By-Laws.
Article Six eliminates the personal liability of the Registrant's
directors for monetary damages for breach of their fiduciary duty as directors
to the Registrant and its stockholders, notwithstanding any provision of law
imposing such liability. Article Six does not, however, eliminate liability of
the Registrant's directors (i) for breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
The Registrant and its directors and officers are covered by liability
insurance. In addition, the directors and officers of the Registrant are covered
by individual indemnification agreements with the Registrant.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
-5-
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 1996 Employee Stock Purchase Plan
4.2 1991 Employee Stock Option Plan
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (found on Page 7 of this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
<PAGE>
-6-
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
-7-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on the 28th day of June, 1996.
TERADYNE, INC.
By:/s/ Owen W. Robbins
----------------------
Owen W. Robbins,
Executive Vice President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Teradyne, Inc., hereby
severally constitute and appoint Alexander V. d'Arbeloff, Owen W. Robbins and
Richard J. Testa, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments thereto (including post-effective amendments), and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Teradyne, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Alexander V. d'Arbeloff Chairman of the Board and June 28, 1996
- ------------------------------------ Chief Executive Officer
Alexander V. d'Arbeloff
/s/ James A. Prestridge Vice Chairman of the Board and June 28, 1996
- ------------------------------------ Executive Vice President
James A. Prestridge
/s/ Owen W. Robbins Vice Chairman of the Board and June 28, 1996
- ------------------------------------ Executive Vice President
Owen W. Robbins (Principal Financial Officer)
/s/ George W. Chamillard President, Chief Operating June 28, 1996
- ------------------------------------ Officer, and Member of the Board
George W. Chamillard
<PAGE>
-8-
/s/ Donald J. Hamman Controller June 28, 1996
- ------------------------------------
Donald J. Hamman
/s/ Edwin L. Artzt Director June 28, 1996
- ------------------------------------
Edwin L. Artzt
/s/ James W. Bagley Director June 28, 1996
- ------------------------------------
James W. Bagley
/s/ Albert Carnesale Director June 28, 1996
- ------------------------------------
Albert Carnesale
/s/ Daniel S. Gregory Director June 28, 1996
- ------------------------------------
Daniel S. Gregory
Director June ___, 1996
- ------------------------------------
Dwight H. Hibbard
/s/ John P. Mulroney Director June 28, 1996
- ------------------------------------
John P. Mulroney
/s/ Richard J. Testa Director June 28, 1996
- ------------------------------------
Richard J. Testa
</TABLE>
<PAGE>
-9-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 1996 Employee Stock Purchase Plan
4.2 1991 Employee Stock Option Plan
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Deloitte & Touche LLP
23.5 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (found on Page 7 of this Registration
Statement)
<PAGE>
Exhibit 4.1
<PAGE>
TERADYNE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
Article 1 - Purpose.
- --------------------
This 1996 Employee Stock Purchase Plan (the "Plan") is intended to
encourage stock ownership by all eligible employees of Teradyne, Inc. (the
"Company"), a Massachusetts corporation, and its participating subsidiaries (as
defined in Article 17) so that they may share in the growth of the Company by
acquiring or increasing their proprietary interest in the Company. The Plan is
designed to encourage eligible employees to remain in the employ of the Company
and its participating subsidiaries. The Plan is intended to constitute an
"employee stock purchase plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
Article 2 - Administration of the Plan.
- ---------------------------------------
The Plan may be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Committee shall consist of not
less than two members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee may select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee.
The interpretation and construction by the Committee of any provisions
of the Plan or of any option granted under it shall be final, unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best,
provided that any such rules and regulations shall be applied on a uniform basis
to all employees under the Plan. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.
In the event the Board of Directors fails to appoint or refrains from
appointing a Committee, the Board of Directors shall have all power and
authority to administer the Plan. In such event, the word "Committee" wherever
used herein shall be deemed to mean the Board of Directors.
Article 3 - Eligible Employees.
- -------------------------------
No option may be granted to any person serving as a member of the
Committee at the time of grant. Subject to the foregoing limitation, all
employees of the Company or any of its participating subsidiaries on United
States payroll who have completed more than 90 days of employment with the
Company or any of its participating subsidiaries (i) on or before the first day
of any Payment Period (as defined in Article 5) or (ii) for employees first
employed after the ninetieth day prior to the first day of a particular Payment
Period, on or before the first day of the next succeeding July in any such
Payment Period, and whose customary employment is not less than twenty hours per
week and more than five months in any calendar year shall be eligible to receive
options under the Plan to purchase common stock of the Company, par value $.125
per share ("Common Stock"). An employee eligible under this Plan solely by
virtue of clause (ii) of the preceding sentence shall be referred to herein as a
<PAGE>
"July Employee." All eligible employees shall have the same rights and
privileges hereunder. Persons who elect to enter the Plan in accordance with
Article 7 and who are eligible employees on the first business day of any
Payment Period (as defined in Article 5) (or on the first business day of July
with respect to July Employees) shall receive their options as of such day.
Persons who elect to enter the Plan in accordance with Article 7 and who become
eligible employees after any date on which options are granted under the Plan
shall be granted options on the first business day of the next succeeding
Payment Period or the first business day of July (whichever is applicable) on
which options are granted to eligible employees under the Plan. In no event,
however, may an employee be granted an option if such employee, immediately
after the option was granted, would be treated as owning stock possessing five
percent or more of the total combined voting power or value of all classes of
stock of the Company or of any parent corporation or subsidiary corporation, as
the terms "parent corporation" and "subsidiary corporation" are defined in
Section 424(e) and (f) of the Code. For purposes of determining stock ownership
under this paragraph, the rules of Section 424(d) of the Code shall apply, and
stock which the employee may purchase under outstanding options shall be treated
as stock owned by the employee.
Article 4 - Stock Subject to the Plan.
- --------------------------------------
The stock subject to the options under the Plan shall be authorized but
unissued Common Stock, or shares of Common Stock reacquired by the Company,
including shares purchased in the open market. The aggregate number of shares
which may be issued pursuant to the Plan is 700,000, subject to adjustment as
provided in Article 12. If any option granted under the Plan shall expire or
terminate for any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part, the unpurchased shares
subject thereto shall again be available under the Plan.
Article 5 - Payment Period and Stock Options.
- ---------------------------------------------
For the duration of the Plan, the Payment Period shall be defined as
the twelve-month period commencing on the first day of January and ending
annually on the last day of December of each calendar year. Notwithstanding the
foregoing, the first Payment Period during which payroll deductions will be
accumulated under the Plan shall commence on July 1, 1996 and shall end on
December 31, 1996.
On the first business day of each Payment Period (or on the first
business day of July of such Payment Period in the case of a July Employee), the
Company will grant to each eligible employee who is then a participant in the
Plan an option to purchase on the last day of such Payment Period, at the Option
Price hereinafter provided for, a maximum of 3,000 shares, on condition that
such employee remains eligible to participate in the Plan throughout the
remainder of such Payment Period. The participant shall be entitled to exercise
the option so granted only to the extent of the participant's accumulated
payroll deductions on the last day of such Payment Period. If the participant's
accumulated payroll deductions on the last day of the Payment Period would
enable the participant to purchase more than 3,000 shares except for the 3,000
share limitation, the excess of the amount of the accumulated payroll deductions
over the aggregate purchase price of the 3,000 shares shall be promptly refunded
to the participant by the Company, without interest. The Option Price per share
for each Payment Period shall be the lesser of (i) 85% of the fair market value
of the Common Stock on the first business day of the Payment Period (or, in the
case of a July Employee, on the first business day of July of such Payment
Period) and (ii) 85% of the fair market value of the Common Stock on the last
business day of the Payment Period, in either event rounded up to the nearest
cent. The foregoing limitation on the number of shares subject to option and the
Option Price shall be subject to adjustment as provided in Article 12.
<PAGE>
For purposes of the Plan, the term "fair market value" on any date
means (i) the average (on that date) of the high and low prices of the Common
Stock on the principal national securities exchange on which the Common Stock is
traded, if the Common Stock is then traded on a national securities exchange; or
(ii) the last reported sale price (on that date) of the Common Stock on The
Nasdaq Stock Market, if the Common Stock is not then traded on a national
securities exchange; or (iii) the average of the closing bid and asked prices
last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on The Nasdaq
Stock Market; or (iv) if the Common Stock is not publicly traded, the fair
market value of the Common Stock as determined by the Committee after taking
into consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.
For purposes of the Plan, the term "business day" means a day on which
there is trading on The Nasdaq Stock Market or the aforementioned national
securities exchange, whichever is applicable pursuant to the preceding
paragraph; and if neither is applicable, a day that is not a Saturday, Sunday or
legal holiday in Massachusetts.
Notwithstanding any other provision herein, no employee shall be
granted an option which permits the employee's right to purchase stock under the
Plan, and under all other Section 423(b) employee stock purchase plans of the
Company and any parent or subsidiary corporations, to accrue at a rate which
exceeds $25,000 of fair market value of such stock (determined on the date or
dates that options on such stock were granted) for each calendar year in which
such option is outstanding at any time. The purpose of the limitation in the
preceding sentence is to comply with Section 423(b)(8) of the Code. If the
participant's accumulated payroll deductions on the last day of the Payment
Period would otherwise enable the participant to purchase Common Stock in excess
of the Section 423(b)(8) $25,000 limitation described in this paragraph, the
excess of the amount of the accumulated payroll deductions over the aggregate
purchase price of the shares actually purchased shall be promptly refunded to
the participant by the Company, without interest.
Article 6 - Exercise of Option.
- -------------------------------
Each eligible employee who continues to be a participant in the Plan on
the last day of a Payment Period shall be deemed to have exercised his or her
option on such date and shall be deemed to have purchased from the Company such
number of full shares of Common Stock reserved for the purpose of the Plan as
the participant's accumulated payroll deductions on such date will pay for at
the Option Price, subject to the 3,000 share limit of the option and the Section
423(b)(8) $25,000 limitation described in Article 5. If the individual is not a
participant on the last day of a Payment Period, then he or she shall not be
entitled to exercise his or her option. Only full shares of Common Stock may be
purchased under the Plan. Unused payroll deductions remaining in a participant's
account at the end of a Payment Period solely by reason of the inability to
purchase a fractional share (and for no other reason) shall be refunded.
Article 7 - Authorization for Entering the Plan.
- ------------------------------------------------
An employee may elect to enter the Plan by filling out, signing and
delivering to the Company an authorization:
A. Stating the percentage to be deducted from the employee's pay;
<PAGE>
B. Authorizing the purchase of stock for the employee in each
Payment Period in accordance with the terms of the Plan; and
C. Specifying the exact name or names in which stock purchased
for the employee is to be issued as provided under Article 11 hereof.
Such authorization must be received by the Company at least thirty days
before the first day of the next succeeding Payment Period or fifteen days prior
to the first day of July of such Payment Period in the case of a July Employee.
Unless a participant files a new authorization or withdraws from the
Plan, the deductions and purchases under the authorization the participant has
on file under the Plan will continue from one Payment Period to succeeding
Payment Periods as long as the Plan remains in effect.
The Company will accumulate and hold for each participant's account the
amounts deducted from his or her pay. No interest will be paid on these amounts.
Article 8 - Maximum Amount of Payroll Deductions.
- -------------------------------------------------
An employee may authorize payroll deductions in an amount (expressed as
a whole percentage) not less than two percent (2%) but not more than ten percent
(10%) of the employee's cash compensation.
Article 9 - Change in Payroll Deductions.
- -----------------------------------------
Deductions may not be increased during a Payment Period. Deductions may
be decreased during a Payment Period, provided that an employee may not decrease
his deduction more often than twice during any Payment Period (and with respect
to July Employees once during any Payment Period).
Article 10 - Withdrawal from the Plan.
- --------------------------------------
A participant may withdraw from the Plan (in whole but not in part) at
any time prior to the last day of a Payment Period by delivering a withdrawal
notice to the Company.
To re-enter the Plan, an employee who has previously withdrawn must
file a new authorization at least thirty days before the first day of the next
Payment Period in which he or she wishes to participate. The employee's re-entry
into the Plan becomes effective at the beginning of such Payment Period,
provided that he or she is an eligible employee on the first business day of the
Payment Period.
Article 11 - Issuance of Stock.
- -------------------------------
Certificates for stock issued to participants shall be delivered as
soon as practicable after each Payment Period by the Company's transfer agent.
Stock purchased under the Plan shall be issued only in the name of the
participant, or if the participant's authorization so specifies, in the name of
the participant and another person of legal age as joint tenants with rights of
survivorship.
<PAGE>
Article 12 - Adjustments.
- -------------------------
Upon the happening of any of the following described events, a
participant's rights under options granted under the Plan shall be adjusted as
hereinafter provided:
A. In the event that the shares of Common Stock shall be subdivided or
combined into a greater or smaller number of shares or if, upon a
reorganization, split-up, liquidation, recapitalization or the like of the
Company, the shares of Common Stock shall be exchanged for other
securities of the Company, each participant shall be entitled, subject to
the conditions herein stated, to purchase such number of shares of Common
Stock or amount of other securities of the Company as were exchangeable
for the number of shares of Common Stock that such participant would have
been entitled to purchase except for such action, and appropriate
adjustments shall be made in the purchase price per share to reflect such
subdivision, combination or exchange; and
B. In the event the Company shall issue any of its shares as a stock
dividend upon or with respect to the shares of stock of the class which
shall at the time be subject to options hereunder, each participant upon
exercising such an option shall be entitled to receive (for the purchase
price paid upon such exercise) the shares as to which the participant is
exercising his or her option and, in addition thereto (at no additional
cost), such number of shares of the class or classes in which such stock
dividend or dividends were declared or paid, and such amount of cash in
lieu of fractional shares, as is equal to the number of shares thereof and
the amount of cash in lieu of fractional shares, respectively, which the
participant would have received if the participant had been the holder of
the shares as to which the participant is exercising his or her option at
all times between the date of the granting of such option and the date of
its exercise.
Upon the happening of any of the foregoing events, the class and
aggregate number of shares set forth in Article 4 hereof which are subject to
options which have been or may be granted under the Plan and the limitations set
forth in the second paragraph of Article 5 shall also be appropriately adjusted
to reflect the events specified in paragraphs A and B above. Notwithstanding the
foregoing, any adjustments made pursuant to paragraphs A or B shall be made only
after the Committee, based on advice of counsel for the Company, determines
whether such adjustments would constitute a "modification" (as that term is
defined in Section 424 of the Code). If the Committee determines that such
adjustments would constitute a modification, it may refrain from making such
adjustments.
If the Company is to be consolidated with or acquired by another entity
in a merger, a sale of all or substantially all of the Company's assets or
otherwise (an "Acquisition"), the Committee or the board of directors of any
entity assuming the obligations of the Company hereunder (the "Successor Board")
shall, with respect to options then outstanding under the Plan, either (i) make
appropriate provision for the continuation of such options by arranging for the
substitution on an equitable basis for the shares then subject to such options
either (a) the consideration payable with respect to the outstanding shares of
the Common Stock in connection with the Acquisition, (b) shares of stock of the
successor corporation, or a parent or subsidiary of such corporation, or (c)
such other securities as the Successor Board deems appropriate, the fair market
value of which shall not exceed the fair market value of the shares of Common
Stock subject to such options immediately preceding the Acquisition; or (ii)
terminate each participant's options in exchange for a cash payment equal to the
excess of the fair market value on the date of the Acquisition of the number of
shares of Common Stock that the participant's accumulated payroll deductions as
of the date of the Acquisition could purchase, at an option price determined
with reference only to the first business day of the applicable Payment Period
(or the first business day of July of such Payment Period in the case of a July
Employee) and subject to the 3,000 share limit, Code Section 423(b)(8) and
<PAGE>
fractional-share limitations on the amount of stock a participant would be
entitled to purchase over the aggregate option price to such participant
thereof.
The Committee or Successor Board shall determine the adjustments to be
made under this Article 12, and its determination shall be conclusive.
Article 13 - No Transfer or Assignment of Employee's Rights.
- ------------------------------------------------------------
An option granted under the Plan may not be transferred or assigned,
otherwise than by will or by the laws of descent and distribution. Any option
granted under the Plan may be exercised, during the participant's lifetime, only
by the participant.
Article 14 - Termination of Employee's Rights.
- ----------------------------------------------
Whenever a participant ceases to be an eligible employee because of
retirement, voluntary or involuntary termination, resignation, layoff,
discharge, death or for any other reason, his or her rights under the Plan shall
immediately terminate, and the Company shall promptly refund, without interest,
the entire balance of his or her payroll deduction account under the Plan;
provided, however, that if an employee is laid off during the last three months
of any Payment Period, he shall nevertheless be deemed to be a participant in
the Plan on the last day of the Payment Period. Notwithstanding the foregoing,
eligible employment shall be treated as continuing intact while a participant is
on military leave, sick leave or other bona fide leave of absence, for up to 90
days, or, if such leave is longer than 90 days, for so long as the participant's
right to re-employment is guaranteed either by statute or by written contract.
Notwithstanding any other provision herein, if a participant's employment is
terminated by reason of retirement, and the date of such termination occurs
after the date that is 3 months prior to the last day of the Payment Period,
such participant's rights under the Plan are not immediately terminated, and if
the participant has not withdrawn from the Plan, such participant's options
shall be deemed to have been exercised on the last day of the Payment Period in
accordance with the terms of the Plan.
Article 15 - Termination and Amendments to Plan.
- ------------------------------------------------
The Plan may be terminated at any time by the Company's Board of
Directors but such termination shall not affect options then outstanding under
the Plan. If at any time shares of stock reserved for the purpose of the Plan
remain available for purchase but not in sufficient number to satisfy all then
unfilled purchase requirements, the available shares shall be apportioned among
participants in proportion to the amount of payroll deductions accumulated on
behalf of each participant that would otherwise be used to purchase stock, and
the Plan shall terminate. Upon such termination or any other termination of the
Plan, all payroll deductions not used to purchase stock will be refunded,
without interest.
The Committee or the Board of Directors may from time to time adopt
amendments to the Plan provided that, without the approval of the shareholders
of the Company, no amendment may (i) increase the number of shares that may be
issued under the Plan; (ii) change the class of employees eligible to receive
options under the Plan, if such action would be treated as the adoption of a new
plan for purposes of Code Section 423(b) and the regulations thereunder; or
(iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become
inapplicable to the Plan.
<PAGE>
Article 16 - Limits on Sale of Stock Purchased under the Plan.
- --------------------------------------------------------------
The Plan is intended to provide shares of Common Stock for investment
and not for resale. The Company does not, however, intend to restrict or
influence any employee in the conduct of his or her own affairs. An employee
may, therefore, sell stock purchased under the Plan at any time the employee
chooses, subject to compliance with any applicable federal or state securities
laws and subject to any restrictions imposed under Article 21 to ensure that tax
withholding obligations are satisfied. THE EMPLOYEE ASSUMES THE RISK OF ANY
MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK.
Article 17 - Participating Subsidiaries.
- ----------------------------------------
The term "participating subsidiary" shall mean any present or future
subsidiary of the Company, as that term is defined in Section 424(f) of the
Code, that is designated from time to time by the Board of Directors to
participate in the Plan. The Board of Directors shall have the power to make
such designation before or after the Plan is approved by the shareholders.
Article 18 - Optionees Not Shareholders.
- ----------------------------------------
Neither the granting of an option to an employee nor the deductions
from his or her pay shall constitute such employee a stockholder of the shares
covered by an option until such shares have been actually purchased by the
employee.
Article 19 - Application of Funds.
- ----------------------------------
The proceeds received by the Company from the sale of Common Stock
pursuant to options granted under the Plan will be used for general corporate
purposes.
Article 20 - Notice to Company of Disqualifying Disposition.
- ------------------------------------------------------------
By electing to participate in the Plan, each participant agrees to
notify the Company in writing immediately after the participant transfers Common
Stock acquired under the Plan, if such transfer occurs within two years after
the first business day of the Payment Period in which such Common Stock was
acquired. Each participant further agrees to provide any information about such
a transfer as may be requested by the Company or any subsidiary corporation in
order to assist it in complying with the tax laws. Such dispositions generally
are treated as "disqualifying dispositions" under Sections 421 and 424 of the
Code, which have certain tax consequences to participants and to the Company and
its participating subsidiaries.
Article 21 - Withholding of Additional Income Taxes.
- ----------------------------------------------------
By electing to participate in the Plan, each participant acknowledges
that the Company and its participating subsidiaries are required to withhold
taxes with respect to the amounts deducted from the participant's compensation
and accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each participant further
acknowledges that when Common Stock is purchased under the Plan the Company and
its participating subsidiaries may be required to withhold taxes with respect to
<PAGE>
all or a portion of the difference between the fair market value of the Common
Stock purchased and its purchase price, and each participant agrees that such
taxes may be withheld from compensation otherwise payable to such participant.
It is intended that tax withholding will be accomplished in such a manner that
the full amount of payroll deductions elected by the participant under Article 7
will be used to purchase Common Stock. However, if amounts sufficient to satisfy
applicable tax withholding obligations have not been withheld from compensation
otherwise payable to any participant, then, notwithstanding any other provision
of the Plan, the Company may withhold such taxes from the participant's
accumulated payroll deductions and apply the net amount to the purchase of
Common Stock, unless the participant pays to the Company, prior to the exercise
date, an amount sufficient to satisfy such withholding obligations. Each
participant further acknowledges that the Company and its participating
subsidiaries may be required to withhold taxes in connection with the
disposition of stock acquired under the Plan and agrees that the Company or any
participating subsidiary may take whatever action it considers appropriate to
satisfy such withholding requirements, including deducting from compensation
otherwise payable to such participant an amount sufficient to satisfy such
withholding requirements or conditioning any disposition of Common Stock by the
participant upon the payment to the Company or such subsidiary of an amount
sufficient to satisfy such withholding requirements.
Article 22 - Governmental Regulations.
- --------------------------------------
The Company's obligation to sell and deliver shares of Common Stock
under the Plan is subject to the approval of any governmental authority required
in connection with the authorization, issuance or sale of such shares.
Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
identify shares of Common Stock issued under the Plan on its stock ownership
records and send tax information statements to employees and former employees
who transfer title to such shares.
Article 23 - Governing Law.
- ---------------------------
The validity and construction of the Plan shall be governed by the laws
of Massachusetts, without giving effect to the principles of conflicts of law
thereof.
Article 24 - Approval of Board of Directors and Stockholders of the Company.
- ----------------------------------------------------------------------------
The Plan was adopted by the Board of Directors on March 19, 1996 and on
such date the Board of Directors resolved that the Plan was to be submitted to
the shareholders of the Company for approval at the next meeting of
shareholders. If the Plan does not receive such approval, all payroll deductions
shall be returned without interest and the Plan shall be terminated.
<PAGE>
Exhibit 4.2
<PAGE>
TERADYNE, INC.
1991 EMPLOYEE STOCK OPTION PLAN
(Amended and Restated as of May 23, 1996)
1. Purpose. This 1991 Employee Stock Option Plan (the "Plan") is
intended to provide incentives (a) to the employees of Teradyne, Inc. (the
"Company"), its parent (if any) and any present or future subsidiaries of the
Company (collectively, "Related Corporations") by providing them with
opportunities to purchase stock in the Company pursuant to options which qualify
as "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), granted hereunder ("ISO" or "ISOs"); and (b) to
directors, employees and consultants of the Company and Related Corporations by
providing them with opportunities to purchase stock in the Company pursuant to
non-statutory stock options granted hereunder ("NSO" or "NSOs"). Both ISOs and
NSOs are referred to hereafter individually as an "Option" and collectively as
"Options." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation" as those terms are defined in Section
425 of the Code.
2. Administration of the Plan.
A. Board or Committee Administration. The Plan shall be
administered by the Board of Directors of the Company (the "Board") or by a
committee appointed by the Board (the "Committee"); provided, that to the extent
required by Rule 16b-3 of the Securities and Exchange Commission ("Rule 16b-3")
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), with
respect to specific grants of Options, the Plan shall be administered by a
disinterested administrator or administrators within the meaning of Rule 16b-3.
Hereinafter all references in this Plan to the "Committee" shall mean the Board
if no Committee has been appointed. Subject to ratification of the grant of each
Option by the Board (if so required by applicable state law), and subject to the
terms of the Plan, the Committee shall have the authority to (i) determine the
employees of the Company and Related Corporations (from among the class of
employees eligible under paragraph 3 to receive ISOs) to whom ISOs may be
granted, and to determine the individuals and entities (from among the class of
individuals and entities eligible under paragraph 3 to receive NSOs) to whom
NSOs may be granted; (ii) determine the time or times at which Options may be
granted; (iii) determine the option price of shares subject to each Option; (iv)
determine whether each Option granted shall be an ISO or a NSO; (v) determine
(subject to paragraph 7) the time or times when each Option shall become
exercisable and the duration of the exercise period; (vi) determine whether
restrictions such as repurchase options are to be imposed on shares subject to
Options, and the nature of such restrictions if any, and (vii) interpret the
Plan and prescribe and rescind rules and regulations relating to it. The
interpretation and construction by the Committee of any provisions of the Plan
or of any Option granted under it shall be final unless otherwise determined by
the Board. The Committee may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem best. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it.
3. Eligible Employees and Others. ISOs may be granted to any employee
of the Company or any Related Corporation. NSOs may be granted to any employee,
consultant or director of the Company or any Related Corporation; provided, that
no Option may be granted hereunder to any non-employee director. Granting of any
option to any individual or entity shall neither entitle that individual or
entity to, nor disqualify him from, participation in any other grant of Options.
<PAGE>
4. Stock. The stock subject to Options shall be authorized but
unissued shares of Common Stock of the Company, par value $.125 per share (the
"Common Stock"), or shares of Common Stock required by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 9,000,000, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, the unpurchased shares subject thereto shall again be available for
grants of Options under the Plan.
5. Granting of Options. Options may be granted under the Plan at any
time after March 13, 1991 and prior to March 13, 2001. The date of grant of an
option under the Plan will be the date specified by the Committee at the time it
grants the Option, provided, however, that such date shall not be prior to the
date on which the Committee acts to approve the grant. The Committee shall have
the right, with the consent of the optionee, to convert an ISO granted under the
Plan to a NSO pursuant to paragraph 16.
6. Minimum Option Price; ISO Limitations.
A. Price for NSOs. The price per share specified in the
agreement relating to each NSO granted under the Plan shall in no event be less
than the minimum legal consideration therefor required under the laws of the
Commonwealth of Massachusetts. No more than 200,000 NSOs may be granted under
the Plan for less than "fair market value" (as hereinafter defined).
B. Price for ISOs. The price per share specified in the
agreement relating to each ISO granted under the Plan shall not be less than the
fair market value per share of Common Stock on the date of such grant. In the
case of an ISO to be granted to an employee owning stock possessing more than
ten percent of the total combined voting power of all classes of stock of the
Company or any Related Corporation, the price per share specified in the
agreement relating to such ISO shall not be less than 110 percent of the fair
market value of Common Stock on the date of grant.
C. $100,000 Annual Limitation on ISOs. Each eligible employee
may be granted ISOs only to the extent that, in the aggregate under this Plan
and all incentive stock option plans of the Company and any Related Corporation,
such ISOs do not become exercisable for the first time by such employee during
any calendar year in a manner which would entitle the employee to purchase more
than $100,000 in fair market value (determined at the time the ISOs were
granted) of Common Stock in that year. Any options granted to an employee in
excess of such amount will be granted as Non-Qualified Options.
D. Determination of Fair Market Value. If, at the time an
Option is granted under the Plan, the Company's Common Stock is publicly traded,
"fair market value" shall be determined as of the date such Option is granted
and shall mean (i) the average (on that date) of the high, low and closing
prices of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the NASDAQ National Market List, if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities, if the Common
Stock is not reported on the NASDAQ National Market List. However, if the Common
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall be deemed to be the fair value of the Common Stock as
determined by the Committee after taking into consideration all factors which it
deems appropriate, including, without limitation, recent sale and offer prices
of the Common Stock in private transactions negotiated at arm's length.
7. Option Duration. Subject to earlier termination as provided in
paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than (i) ten years and one day from the date of grant in
the case of NSOs, (ii) ten years from the date of grant in the case of ISOs
<PAGE>
generally, and (iii) five years from the date of grant in the case of ISOs
granted to an employee owning stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company or any
Related Corporation. Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a NSO pursuant to paragraph 16.
8. Exercise of Option. Subject to the provisions of paragraphs 9
through 12, each option granted under the Plan shall be exercisable as follows:
A. Vesting. The Option shall either be fully exercisable on the
date of grant or shall become exercisable thereafter in such
installments as the Committee may specify.
B. Full Vesting of Installments. Once an installment becomes
exercisable it shall remain exercisable until expiration or termination
of the Option, unless otherwise specified by the Committee.
C. Partial Exercise. Each Option or installment may be exercised
at any time or from time to time, in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.
D. Acceleration of Vesting. The Committee shall have the right
to accelerate the date of exercise of any installment of any Option;
provided, that the Committee shall not, without the consent of the
optionee, accelerate the exercise date of any installment of any Option
granted to any employee as an ISO (and not previously converted into a
NSO pursuant to paragraph 16) if such acceleration would violate the
annual vesting limitation contained in Section 422 of the Code, as
described in paragraph 6(C).
9. Termination of Employment. If an optionee ceases to be employed by
the Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 10, no further installments of his Options
shall become exercisable, and his Options shall terminate after the passage of
90 days from the date of termination of his employment; provided, that the
Committee may specify that NSOs may remain exercisable for more than 90 days
from the date of termination of employment; provided, further, that in no event
shall any Option or part or installment thereof become or remain exercisable
after its specified expiration date. Employment shall be considered as
continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90-days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute. A
bona fide leave of absence with the written approval of the Committee shall not
be considered an interruption of employment under the Plan, provided that such
written approval contractually obligates the Company or any Related Corporation
to continue the employment of the optionee after the approved period of absence.
Options granted under the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations, so long as the optionee
continues to be an employee of the Company or any Related Corporation. Nothing
in the Plan shall be deemed to give any grantee of any Option the right to be
retained in employment or other service by the Company or any Related
Corporation for any period of time.
Notwithstanding anything to the contrary contained above, in the case
of normal retirement, NSOs granted to an optionee shall remain exercisable until
the date which is the earlier of (i) the NSOs' specified expiration date or (ii)
90 days from the date upon which such optionee becomes employed by a competitor
of the Company, to the extent of the number of shares which have vested prior to
and during such period. The Committee shall have the absolute discretion to
determine whether and as of what date any optionee is employed by a competitor
of the Company.
<PAGE>
10. Death; Disability.
A. Death. If an optionee ceases to be employed by the Company
and all Related Corporations by reason of his death, any Option of his
may be to exercised, the extent of the number of shares with respect
to which he has theretofore been granted options (whether or not
such options have vested in accordance with their terms) by his
estate, personal representative or beneficiary who has acquired the
Option by will or by the laws of descent and distribution, (i) in the
case of ISOs, at any time prior to the earlier of the ISOs' specified
expiration date or 180 days from the date of the optionee's death or
(ii) in the case of NSOs, at any time prior to the earlier of the NSOs'
specified expirationdate or one year from the date of the optionee's
death.
B. Disability. If an optionee ceases to be employed by the
Company and all Related Corporations by reason of his disability, any
Option theretofore granted to such optionee shall remain exercisable
until the date which is (i) in the case of ISOs, the earlier of the
ISOs, specified expiration date or 180 days from the date of the
termination of the optionee's employment or (ii) in the case of NSOs,
the earlier of the NSOs' specified expiration date or 33 months from
the date of the termination of the optionee's employment, to the extent
of the number of shares (a) which, in the case of ISOs, have vested
prior to and during the period specified in clause (i) and (b) which,
in the case of NSOs, have vested prior to and during the period which
is 30 months from the date the optionee ceases to be employed by the
Company. For the purposes of this Plan, the term "disability" shall
mean "permanent and total disability" as defined in Section 22(e)(3) of
the Code or any successor statute.
11. Assignability. No Option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee each Option shall be exercisable only by him.
12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The proper
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of such
instruments.
13. Adjustments. Upon the occurrence of any of the following events,
an optionee's rights with respect to Options granted to him hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
written agreement between the optionee and the Company relating to such Option:
A. Stock Dividends and Stock Splits. If the shares of Common
Stock shall be subdivided into a greater or smaller number of shares or
if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of
Common Stock deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and appropriate
adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or stock dividend.
B. Consolidations or Mergers. If the Company is to be
consolidated with or acquired by another entity in a merger, sale of
all or substantially all of the Company's assets or otherwise (an
"Acquisition"), the Committee or the board of directors of any entity
assuming the obligations of the Company hereunder (the "Successor
Board"), shall, as to outstanding Options, either (i) make appropriate
provision for the continuation of such Options by substituting on an
<PAGE>
equitable basis for the shares then subject to such Options the
consideration payable with respect to the outstanding shares of Common
Stock in connection with the Acquisition; or (ii) upon written notice
to the optionees, provide that all Options must be exercised, to the
extent then exercisable, within a specified number of days of the date
of such notice, at the end of which period the options shall terminate;
or (iii) terminate all Options in exchange for a cash payment equal to
the excess of the fair market value of the shares subject to such
Options (to the extent then exercisable) over the exercise price
thereof.
C. Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a
transaction described in subparagraph B above) pursuant to which
securities of the Company or of another corporation are issued with
respect to the outstanding shares of Common Stock, an optionee upon
exercising an Option shall be entitled to receive for the purchase
price paid upon such exercise the securities he would have received if
he had exercised his Option prior to such recapitalization or
reorganization.
D. Modification of ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs A, B or C with respect to
ISOs shall be made only after the Committee, after consulting with
counsel for the Company, determines whether such adjustments would
constitute a "modification" of such ISOs (as that term is defined in
Section 425 of the Code) or would cause any adverse tax consequences
for the holders of such ISOs. If the Committee determines that such
adjustments made with respect to ISOs would constitute a modification
of such ISOs, it may refrain from making such adjustments.
E. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at
such other time and subject to such other conditions as shall be
determined by the Committee.
F. Issuances of Securities. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to Options. No adjustments shall be
made for dividends paid in cash or in property other than securities of
the Company.
G. Fractional Shares. No fractional shares shall be issued under
the Plan and the optionee shall receive from the Company cash in lieu
of such fractional shares.
H. Adjustments. Upon the happening of any of the events
described in subparagraphs A, B or C above, the class and aggregate
number of shares set forth in paragraph 4 hereof that are subject to
Options which previously have been or subsequently may be granted under
the Plan shall also be appropriately adjusted to reflect the events
described in such subparagraphs. The Committee or the Successor Board
shall determine the specific adjustments to be made under this
paragraph 13 and, subject to paragraph 2, its determination shall be
conclusive.
If any person or entity owning restricted Common Stock obtained by
exercise of an Option receives shares or securities or cash in connection with a
corporate transaction described in subparagraphs A, B or C above as a result of
owning such restricted Common Stock, such shares or securities or cash shall be
subject to all of the conditions and restrictions applicable to the restricted
Common Stock with respect to which such shares or securities or cash were
issued, unless otherwise determined by the Committee or the Successor Board.
14. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Option being exercised
<PAGE>
and specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price therefor either (a) in United
States dollars in cash or by check, or (b) at the discretion of the Committee,
through delivery of shares of Common Stock having fair market value equal as of
the date of the exercise to the cash exercise price of the Option, or (c) at the
discretion of the Committee in exceptional cases, by delivery of the optionee's
personal recourse note bearing interest payable not less than annually at no
less than 100% of the lowest applicable Federal rate, as defined in Section
1274(d) of the Code, or (d) at the discretion of the Committee, by any
combination of (a), (b) and (c) above. If the Committee exercises its discretion
to permit payment of the exercise price of an ISO by means of the methods set
forth in clauses (b) or (c) of the preceding sentence, such discretion shall be
exercised in writing at the time of the grant of the ISO in question.
Alternatively, payment may be made in whole or in part in shares of the Common
Stock of the Company already owned by the person or persons exercising the
Option or shares subject to the Option being exercised (subject to such
restrictions and guidelines as the Board may adopt from time to time), or
consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise. The holder of an Option shall
not have the rights of a shareholder with respect to the shares covered by his
option until the date of issuance of a stock certificate to him for such shares.
Except as expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.
15. Term and Amendment of Plan. This Plan was adopted by the Board on
March 13, 1991, and shall expire on the end of the day on March 13, 2001 (except
as to Options outstanding on that date). The Board may at any time terminate the
Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that the Board may not, without approval by the affirmative
vote of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
applicable laws of the state in which the Company is incorporated, (i)
materially increase the benefits accruing to participants under the Plan; (ii)
increase the number of shares for which Options may be granted under the Plan;
or (iii) materially modify the requirements as to eligibility for participation
in the Plan. Termination or any modification or amendment of the Plan shall not,
without consent of a participant, affect his rights under an option previously
granted to him.
16. Conversion of ISOs into NSOs; Termination of ISOs. The Committee,
with the written approval of any optionee, may in its discretion take such
actions as may be necessary to convert such optionee's ISOs (or any installments
of portions of installments thereof) that have not been exercised on the date of
conversion into NSOs at any time prior to the expiration of such ISOs,
regardless of whether the optionee is an employee of the Company or a Related
Corporation at the time of such conversion. Such actions may include, but not be
limited to, extending the exercise period or reducing the exercise price of the
appropriate installments of such Options. At the time of such conversion, the
Committee (with the consent of the optionee) may impose such conditions on the
exercise of the resulting NSOs as the Committee in its discretion may determine,
provided that such conditions shall not be inconsistent with this Plan. Nothing
in the Plan shall be deemed to give any optionee the right to have such
optionee's ISOs converted into NSOs, and no such conversion shall occur until
and unless the Committee takes appropriate action. The Committee, with the
consent of the optionee, may also terminate any portion of any ISO that has not
been exercised at the time of such termination.
17. Application of Funds. The proceeds received by the Company from
the sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.
18. Governmental Regulation. The Company's obligation to sell and
deliver shares of Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.
<PAGE>
19. Withholding of Additional Income Taxes. Upon the exercise of a NSO,
the making of a Disqualifying Disposition (as defined in paragraph 20) or the
vesting of restricted Common Stock acquired on the exercise of an Option, the
Company, in accordance with Section 3402(a) of the Code, may require the
optionee to pay additional withholding taxes in respect of the amount that is
considered compensation includable in such person's gross income. The Committee
in its discretion may condition (i) the exercise of an Option or (ii) the
vesting of restricted Common Stock acquired by exercising an Option, on the
optionee's payment of such additional withholding taxes.
20. Notice to Company of Disqualifying Disposition. Each employee who
receives ISO shall agree to notify the Company in writing immediately after the
employee makes a disqualifying disposition of any Common Stock received pursuant
to the exercise of an ISO (a "Disqualifying Disposition"). Disqualifying
Disposition means any disposition (including any sale) of such stock before the
later of (a) two years after the employee was granted the ISO under which he
acquired such stock, or (b) one year after the employee acquired such stock by
exercising such ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition will
thereafter occur.
21. Governing Laws; Construction. The validity and construction of the
Plan and the instruments evidencing Options shall be governed by the laws of the
Commonwealth of Massachusetts. In construing this Plan, the singular shall
include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.
<PAGE>
Exhibit 5.1
<PAGE>
June 25, 1996
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
Re: Registration Statement on Form S-8 Relating to the
1996 Employee Stock Purchase Plan and the
1991 Employee Stock Option Plan (collectively, the "Plans")
-----------------------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Teradyne, Inc. (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 3,700,000 shares of Common Stock, par value
$.125 per share, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
shareholders and Board of Directors. We have examined original or certified
copies of the Company's Restated Articles of Organization, as amended, the
Company's Amended and Restated By-Laws, the corporate records of the Company to
the date hereof, and such other certificates, documents, records and materials
as we have deemed necessary in connection with this opinion.
We are members only of the Bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts and the United States
of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plans will
be, upon receipt of the consideration provided for in the Plans, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plans.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
-----------------------------------
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 18, 1996, except as to the third paragraph
of Note E, for which the date is January 31, 1996 on our audits of the
consolidated financial statements of Teradyne, Inc. as of December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995,
appearing in the Annual Report on Form 10-K of Teradyne, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1934.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 27, 1996
<PAGE>
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 20, 1995 relating to the
consolidated financial statements of Megatest Corporation and its subsidiaries
as of and for the year ended August 31, 1994, which report appears on page 32 of
Teradyne, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1995.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
San Jose, California
June 26, 1996
<PAGE>
Exhibit 23.3
<PAGE>
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this registration statement of
Teradyne, Inc. on Form S-8 of our report dated September 21, 1993 relating to
the consolidated financial statements of Megatest Corporation and its
subsidiaries for the year ended August 31, 1993, appearing in the Annual Report
on Form 10-K of Teradyne, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
San Jose, California
June 26, 1996
<PAGE>
