TER 10-K Annual Report Dec. 31, 2022 | Alphaminr

TER 10-K Fiscal year ended Dec. 31, 2022

TERADYNE, INC
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TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosurePart IIItem 5: Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: (reserved)Item 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RisksItem 8: Financial Statements and Supplementary DataItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationItem 9C: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions, and Director IndependenceItem 14: Principal Accountant Fees and ServicesPart IVItem 15: Exhibits and Financial Statement ScheduleItem 16: Form 10-k Summary

Exhibits

3.1 Restated Articles of Organization. Exhibit 3.1 to Teradynes Current Report on Form 8-K filed on May13, 2021. 3.2 Amended and Restated By-laws, as amended. Exhibit 3.1 to Teradynes Current Report on Form 8-K filed on September6, 2022. 4.1 Indenture dated as of December12, 2016, between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Teradynes Current Report on Form 8-K filed on December12, 2016. 4.2 First Supplemental Indenture dated as of November4, 2021 between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended October3, 2021. 4.3 Description of Teradyne, Inc. Securities Registered under Section12 of the Exchange Act. Filed herewith. 10.1 Standard Manufacturing Agreement entered into as of November24, 2003 by and between Teradyne and Solectron. Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended September30, 2007. 10.2 Second Amendment to Standard Manufacturing Agreement, dated as of August27, 2007, by and between Teradyne and Solectron. Exhibit 10.3 to Teradynes Quarterly Report on Form 10-Q for the quarter ended September30, 2007. 10.3 Sixth Amendment to Standard Manufacturing Agreement, dated as of July27, 2009, by and between Teradyne and Flextronics Corporation. Exhibit 10.5 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2009. 10.4 Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)Revised July1, 2010. Exhibit 10.6 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2010. 10.5 Eighth Amendment to Standard Manufacturing Agreement, dated as of April13, 2012, by and between Teradyne and Flextronics Sales& Marketing North Asia (L)LTD. Exhibit 10.7 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2012. 10.6 Ninth Amendment to Standard Manufacturing Agreement, dated as of September17, 2012, by and between Teradyne and Flextronics Sales& Marketing North Asia (L)LTD. Exhibit 10.8 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2012. 10.7 2006 Equity and Cash Compensation Incentive Plan, as amended. * Exhibit 10.2 to Teradynes Current Report on Form 8-K filed on May13, 2021. 10.8 Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan. Exhibit 10.10 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2018. 10.9 Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* Exhibit 10.9 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2020. 10.10 Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* Exhibit 10.10 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2020. 10.11 Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. * Exhibit 10.11 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2020. 10.12 Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.* Exhibit 10.12 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2016. 10.13 1996 Employee Stock Purchase Plan, as amended.* Filed herewith. 10.14 Danish Sub-Plan to the 1996 Employee Stock Purchase Plan. Exhibit 10.15 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2019 10.15 Deferral Plan for Non-Employee Directors, as amended.* Exhibit 10.1 to Teradynes Quarterly Report on form 10-Q for the quarter ended October3, 2021. 10.16 Supplemental Savings Plan, as amended and restated.* Exhibit 10.18 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2008. 10.17 Supplemental Executive Retirement Plan, as restated.* Exhibit 10.19 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2008. 10.18 Agreement Regarding Termination Benefits dated January31, 2023 between Teradyne and Gregory S. Smith.* Filed herewith. 10.19 Employment Agreement dated May7, 2004 between Teradyne and Mark Jagiela.* Exhibit 10.37 to Teradynes Quarterly Report on Form 10-Q for the quarter ended July4, 2004. 10.20 Executive Officer Retirement Agreement dated July17, 2019 between Teradyne and Gregory R. Beecher.* Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended June30, 2019. 10.21 Executive Officer Agreement dated January31, 2023 between Teradyne and Mark Jagiela.* Filed herewith. 10.22 Amended and Restated Executive Officer Change in Control Agreement dated May26, 2009 between Teradyne and Charles J. Gray, as amended.* Exhibit 10.30 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2012. 10.23 Employment Agreement dated July24, 2009 between Teradyne and Charles J. Gray.* Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended April4, 2010. 10.24 Amended and Restated Executive Officer Change in Control Agreement dated June30, 2012 between Teradyne and Walter G. Vahey, as amended.* Exhibit 10.32 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2012. 10.25 Employment Agreement dated February6, 2013 between Teradyne and Walter G. Vahey.* Exhibit 10.33 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2012. 10.26 Executive Officer Change in Control Agreement dated September1, 2014 between Teradyne, Inc. and Bradford Robbins.* Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended September28, 2014. 10.27 Employment Agreement dated September1, 2014 between Teradyne, Inc. and Bradford Robbins.* Exhibit 10.2 to Teradynes Quarterly Report on Form 10-Q for the quarter ended September28, 2014. 10.28 Executive Change in Control Agreement dated February8, 2016 between Teradyne, Inc. and Gregory S. Smith.* Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended April3, 2016. 10.29 Employment Agreement dated February8, 2016 between Teradyne, Inc. and Gregory S. Smith.* Exhibit 10.2 to Teradynes Quarterly Report on Form 10-Q for the quarter ended April3, 2016. 10.30 Teradyne Offer of Employment dated February8, 2019 for Sanjay Mehta.* Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended March31, 2019. 10.31 Executive Officer Change in Control Agreement dated April25, 2019 between Teradyne, Inc. and Sanjay Mehta.* Exhibit 10.2 to Teradynes Quarterly Report on Form 10-Q for the quarter ended March31, 2019. 10.32 Employment Agreement dated April25, 2019 between Teradyne, Inc. and Sanjay Mehta.* Exhibit 10.3 to Teradynes Quarterly Report on Form 10-Q for the quarter ended March31, 2019. 10.33 Agreement Regarding Termination Benefits dated April25, 2019 between Teradyne, Inc. and Sanjay Mehta.* Exhibit 10.4 to Teradynes Quarterly Report on Form 10-Q for the quarter ended March31, 2019. 10.34 Executive Officer Change in Control Agreement dated October1, 2020 between Teradyne, Inc. and Richard Burns.* Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended September27, 2020. 10.35 Employment Agreement dated October1, 2020 between Teradyne, Inc. and Richard Burns.* Exhibit 10.2 to Teradynes Quarterly Report on Form 10-Q for the quarter ended September27, 2020. 10.36 Time-Based Restricted Stock Unit Agreement dated May1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.* Exhibit 10.5 to Teradynes Quarterly Report on Form 10-Q for the quarter ended March31, 2019. 10.37 Form of Indemnification Agreement.* Exhibit 10.24 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2006. 10.38 LitePoint Corporation 2002 Stock Plan. Exhibit 10.43 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2011. 10.39 Letter Agreement, dated December6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants. Exhibit 10.1 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.40 Letter Agreement, dated December6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants. Exhibit 10.2 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.41 Letter Agreement, dated December6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants. Exhibit 10.3 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.42 Letter Agreement, dated December6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction. Exhibit 10.4 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.43 Letter Agreement, dated December6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction. Exhibit 10.5 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.44 Letter Agreement, dated December6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction. Exhibit 10.6 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.45 Letter Agreement, dated December9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants Exhibit 10.7 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.46 Letter Agreement, dated December9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants. Exhibit 10.8 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.47 Letter Agreement, dated December9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants. Exhibit 10.9 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.48 Letter Agreement, dated December9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction. Exhibit 10.10 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.49 Letter Agreement, dated December9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction Exhibit 10.11 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.50 Letter Agreement, dated December9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction. Exhibit 10.12 to Teradynes Current Report on Form 8-K filed December12, 2016. 10.51 Credit Agreement dated May1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.1 to Teradynes Current Report on Form 8-K filed May5, 2020. 10.52 First Amendment to Credit Agreement dated December10, 2021 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.52 to Teradynes Annual Report on Form 10-K for the fiscal year ended December31, 2021. 10.53 Second Amendment to Credit Agreement dated October5, 2022 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.1 to Teradynes Quarterly Report on Form 10-Q for the quarter ended October2, 2022. 21.1 Subsidiaries of Teradyne. Filed herewith. 23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith. 31.1 Rule 13a-14(a) Certification of Principal Executive Officer. Filed herewith. 31.2 Rule 13a-14(a) Certification of Principal Financial Officer. Filed herewith. 32.1 Section1350 Certification of Principal Executive Officer. Furnished herewith. 32.2 Section1350 Certification of Principal Financial Officer. Furnished herewith.