8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 2, 2006

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-06462	04-2272148
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

321 Harrison Avenue, Boston, Massachusetts	02118
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (617) 482-2700

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

See Items 5.02 and 8.01 below.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On October 2, 2006, the Board of Directors (the “Board”) of Teradyne, Inc. (“Teradyne”) elected Edwin J. Gillis as a new Class III director and also appointed him to the Audit Committee. On this same date, the Board affirmatively determined that Mr. Gillis has no material relationship with Teradyne and is independent within the meaning of the rules and regulations of the Securities Exchange Commission and the New York Stock Exchange.

In connection with his election, Mr. Gillis automatically received, on the date of his election, an initial equity award of 11,398 restricted stock units in accordance with Teradyne’s 2006 Equity and Cash Compensation Incentive Plan and the terms of the Director Restricted Stock Unit Grant Agreement, a form of which was previously approved by the Board and is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Under the terms of such Grant Agreement, the award to Mr. Gillis will vest 100% on the first anniversary of the grant date. In accordance with Teradyne’s existing non-employee director compensation policy, Mr. Gillis will be compensated at a rate of $50,000 per year. On October 3, 2006, Teradyne issued a press release announcing Mr. Gillis’ election. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events

On October 2, 2006, the Board also appointed James W. Bagley to serve as the new Chair of the Audit Committee to fill a vacancy created by Paul J. Tufano’s resignation from the Audit Committee. Mr. Tufano resigned from the Audit Committee and as its Chair because he serves as Executive Vice President and Chief Financial Officer of Solectron, Inc. (“Solectron”) and Teradyne’s purchases from Solectron for 2006 are expected to exceed two percent (2%) of Solectron’s 2006 consolidated gross revenues. In such case, Mr. Tufano would no longer qualify as an independent director within the meaning of the rules of the New York Stock Exchange. Mr. Tufano will continue to remain on the Board. In accordance with Teradyne’s existing non-employee director compensation policy, Mr. Tufano will no longer be compensated for serving as the Audit Committee Chair and Mr. Bagley will begin receiving an additional $10,000 per year compensation as the Chair of the Audit Committee.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Director Restricted Stock Unit Grant Agreement under the 2006 Equity and Cash Compensation Incentive Plan
99.1	Press Release, dated October 3, 2006.

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SIGNATURES

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

	TERADYNE, INC.
Dated: October 3, 2006	By:	/s/ Gregory R. Beecher
	Name:	Gregory R. Beecher
	Title:	V.P. & Chief Financial Officer

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EX-10.1

Exhibit 10.1

TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT AND TERMS

FOR DIRECTOR AWARDS

Name

In granting restricted stock units, Teradyne seeks to provide non-employee directors 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.

In recognition of your contributions to Teradyne, you have been granted an award consisting of the right to receive up to xxx shares of Teradyne common stock. This grant was approved effective                          , 200x (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 contains a copy of the complete Plan, is enclosed with this grant document.

TERADYNE, INC.

Eileen Casal

V.P., General Counsel and Secretary

(2006 RSU)

Grant #xxx

Form of Director Grant Agreement (2006 RSU)

RESTRICTED STOCK UNIT TERMS – FOR DIRECTOR AWARDS

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 on the anniversary of the Effective Date. None of this grant will be vested on the Effective Date. 100% of the total grant will vest on the first anniversary of the Effective Date. Subject to the terms of the Plan, the Teradyne Board of Directors 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 the business relationship except in limited certain circumstances. Except as otherwise provided in the Plan, this award will not vest after the recipient’s and Teradyne’s business relationship ends, regardless of the reason.

The business relationship with Teradyne 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. A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of the business relationship, provided that such written approval contractually obligates the Company to continue the 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 the number, vesting schedule, exercise price and other terms of outstanding stock based Awards 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 or a Related Corporation 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                          , 20xx

Form of Director Grant Agreement

EX-99.1

Exhibit 99.1

Edwin J. Gillis Elected To Teradyne’s Board

Boston – (BUSINESS WIRE) – October 3, 2006 – Teradyne, Inc. (NYSE:TER) announced the election of Edwin J. Gillis to its Board of Directors on October 2.

Mr. Gillis most recently served as the senior vice president of Administration & Integration at Symantec Corporation. He previously held senior management and financial positions at VERITAS Software, Parametric Technology Corporation and Lotus Development Corporation, and served as a general practice partner and CPA at Coopers & Lybrand. He currently serves on the boards of two private companies — Endeca Technologies and EqualLogic.

Mr. Gillis holds a bachelor’s degree from Clark University, a master’s degree from the University of Southern California and a master’s degree in business administration from Harvard Business School.

“I’m very pleased that Ed Gillis is joining our Board of Directors,” said George Chamillard, Teradyne’s chairman. “His broad experience and strong financial background will be very helpful to us as we address our future growth opportunities.”

About Teradyne, Inc.

Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment used to test complex electronics used in the consumer electronics, automotive, computing, telecommunications, and aerospace and defense industries. In 2005, Teradyne had sales of $1.08 billion, and currently employs about 4,000 people worldwide. For more information, visit www.teradyne.com. Teradyne (R) is a registered trademark of Teradyne, Inc. in the U.S. and other countries. All product names are trademarks of Teradyne, Inc. (including its subsidiaries) or their respective owners.