Form of  Time-Based Restricted Stock Unit Agreement



 Exhibit 10.9 

 
  
 TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN 
 NOTICE OF
RESTRICTED STOCK UNIT GRANT AND TERMS 
  
  

 

			
	 Name
	  	 Employee ID:

		
	 Division:

Supervisor:
 Location:
	  	

 In granting restricted stock units, Teradyne seeks to provide employees with incentive to help drive the
company’s future success and to share in the economic benefits of that success. We all look forward to your contributions to that effort. 

You have been granted an award consisting of the right to receive up to XX shares of Teradyne common stock. This grant was approved effective
                         , 200     (the “Effective Date”). 

This award is subject to the Restricted Stock Unit Terms attached hereto and the terms of the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive
Plan (the “Plan”). The shares covered by this award will be delivered over time as described in and subject to the vesting conditions of the Restricted Stock Unit Terms. 
 The Plan prospectus, consisting of a “Participant Information” document that summarizes the Plan and the complete Plan, is available on “In-Site,” Teradyne’s internal Web site:
http://cms.corp.teradyne.com/insite/FunctionsGroups/GeneralAdministrative/HumanResources/Benefits/stockplandocuments/index.htm  

Please note that printed versions of the Plan prospectus documents are available to you, at no charge, upon request to the HR Service Center, Teradyne,
Inc., 600 Riverpark Drive, North Reading, MA 01864, (978) 370-3041. 
  

	
	TERADYNE, INC
	
	/s/ Charles J. Gray
	Charles J. Gray
	V.P., General Counsel and Secretary


 (2010 RSU)

 Grant #XX 
 Employee (2006 Plan)








  
 RESTRICTED STOCK UNIT TERMS 
 This award is governed by and subject to
Teradyne’s 2006 Equity and Cash Compensation Incentive Plan (the “Plan”), which, together with the following provisions controls the meaning of terms and the rights of the recipient. Capitalized and defined terms used and not defined
below will have the meaning set forth in the Plan. In the event of any inconsistencies or differences between the Plan and these terms, the Plan shall prevail. 
 1. Award Grant, Vesting and Transfer 
 (a) Payment of par value.
Teradyne hereby grants to the recipient the right to receive that number of shares of Teradyne common stock as is set forth on the Notice of Restricted Stock Unit Grant attached hereto. When the underlying shares of Teradyne common stock are
issued to the recipient, par value will be deemed paid by the recipient for each share by past services rendered by the recipient. 
 (b) This award vests yearly on the anniversary of the Effective Date. None of this grant will be vested on the Effective Date. 25% of the total grant will vest on the first and each of the
three subsequent anniversaries of the Effective Date until the total grant is fully vested on the fourth anniversary of the Effective Date. The committee appointed by the Teradyne Board of Directors to administer the Plan (the “Committee”)
shall have the right to accelerate the date that any installment of this award becomes vested in the event of disability, death, retirement or upon the acquisition of control of Teradyne by another entity. 

(c) This award will not vest further after termination of employment or other business relationship except in limited certain
circumstances. This award will not vest after the recipient’s employment or other business relationship ends, regardless of the reason, provided, however, that if the recipient’s employment or other business relationship with
Teradyne ends on account of permanent disability or death, that portion of this award which would have vested under the applicable rule stated in (b) above shall automatically become vested in full on the date of his or her termination of
employment or business relationship on account of permanent disability or death. 
 Employment or another business relationship shall be
considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness or military obligations) provided that the period of such leave does not exceed 90 days or, in the case of an employee, if longer,
any period during which the employee’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 or other business relationship,
provided that such written approval contractually obligates the Company or any Related Corporation to continue the employment or other business relationship of the recipient after the approved period of absence. 

(d) No rights as stockholder; Issuance. The recipient shall not have any right in, to or with respect to any
shares which may be covered by this award (including but not limited to the right to vote or to receive dividends) until the award is settled by issuance of shares to the recipient. All vested shares issued in respect of this award will be
transferred or issued to the recipient (or his or her estate, in the event of his or her death) promptly after the date they vest but in any event within
2 1/2 months following the calendar year in which
they become vested (or any earlier date, after vesting, required to avoid characterization as non-qualified deferred compensation under Section 409A of the Code). Teradyne will not be required to transfer or issue any vested shares until
arrangements satisfactory to it have been made to address any income, withholding and employment tax requirements which might arise by reason of the vesting and transfer or issuance of shares. 

(e) This award may not be assigned or transferred. Other than as provided in Section 11(a) of the Plan, this award is
not assignable or transferable (except by will or the laws of descent and distribution). 
 2. Capital Changes and Business
Succession. Section 3(c) of the Plan contains provisions for adjusting (or substituting) the number, vesting schedule, exercise price and other terms of outstanding stock-based Awards granted under the Plan if a recapitalization, stock
split, merger, or other specified event occurs and a Committee of the Board of Directors determines that an adjustment (or substitution) is appropriate. In that event, the recipient of the award will be notified of the adjustment (or substitution),
if any. 
 3. Employment or Business Relationship. Granting this award does not imply any right of continued employment
or business relationship by the Company or a Related Corporation, and does not affect the right of the recipient or the Company to terminate employment or a business relationship at any time. 

4. Stock Registration. Shares to be issued under this award are currently registered under the Securities Act of 1933, as amended.
If such registration is not in effect at the time of vesting, the recipient will be required to represent to the Company that he or she is acquiring such shares as an investment and not with a view to the sale of those shares. 

5. Term. This Agreement will terminate on
                         , 20    . [Four years from date of grant] 

Employee (2006 Plan)