UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
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Explanatory Note
This current report on Form 8-K/A (this “Amendment”) amends the current report on Form 8-K filed by Teradyne, Inc. (the “Company”) with the Securities and Exchange Commission on November 15, 2023 (the “Original 8-K”). The sole purpose of this Amendment is to update the disclosure under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Original 8-K to include additional disclosure regarding Charles J. Gray’s compensation arrangements that were not determined or available at the time of the Original 8-K. No other changes are being made to the Original 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced in the Original 8-K, on November 14, 2023 Mr. Gray notified the Company of his intent to retire as Vice President and General Counsel of the Company effective February 2, 2024 (the “Effective Date”). In connection therewith, on January 25, 2024, Teradyne entered into an Executive Officer Agreement with Mr. Gray (the “Agreement”). Pursuant to the terms of the Agreement, Mr. Gray’s previously granted and unvested equity awards will continue to vest as follows: (i) any unvested, time-based restricted stock units granted before the Effective Date shall continue to vest through February 2, 2027 (the “Non-Competition Period”); (ii) any unvested stock options granted before the Effective Date shall continue to vest during the Non-Competition Period; and (iii) any vested stock options as of the Effective Date or stock options that become vested during the Non-Competition Period may be exercised for the remainder of the applicable option term. In addition, any unvested, performance-based restricted stock units as of the Effective Date shall continue to vest pursuant to the terms of the relevant award agreements. Mr. Gray is also eligible to receive any variable compensation and profit-sharing payments for the fiscal year 2023 period at the time such payments are paid out to other employees in the normal course as if he continued to be employed as of the applicable payment date.
In the Agreement, Mr. Gray agreed to be bound by non-competition and non-solicitation restrictions through February 2, 2027 and to enter into an employment release. The Agreement also includes additional standard terms and conditions relating to Mr. Gray’s separation from the Company.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Executive Officer Agreement, dated January 25, 2024, between Teradyne Inc. and Charles J. Gray | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: January 29, 2024 | By: | /s/ Sanjay Mehta | ||||
| Name: | Sanjay Mehta | |||||
| Title: | V.P., Chief Financial Officer and Treasurer | |||||