8-KLeadership Changes

TERADYNE, INC 8-K Report, Executive Changes (Jul 3, 2012)

Filed July 3, 2012For Securities:TER

Summary

Teradyne, Inc. (TER) filed an 8-K on July 3, 2012, reporting the retirement of Jeffrey R. Hotchkiss, President of the Systems Test Group, effective June 29, 2012. This filing details the separation agreement between the company and Mr. Hotchkiss, outlining the terms of his transition and continued engagement. The agreement provides for Mr. Hotchkiss to offer consulting services to Teradyne until January 27, 2016, and adhere to non-competition and non-solicitation clauses during this period. In return, Teradyne has agreed to specific arrangements regarding the vesting and exercise of Mr. Hotchkiss's unvested restricted stock units and stock options, including those granted prior to and during 2012. This ensures a structured transition while retaining the company's interests.

Key Highlights

  • 1Retirement of Jeffrey R. Hotchkiss, President of Systems Test Group, effective June 29, 2012.
  • 2Teradyne entered into a separation agreement with Mr. Hotchkiss.
  • 3Mr. Hotchkiss will provide consulting services to Teradyne through January 27, 2016.
  • 4Mr. Hotchkiss is subject to non-competition and non-solicitation provisions until January 27, 2016.
  • 5The agreement addresses the continued vesting of Mr. Hotchkiss's unvested restricted stock units and stock options granted prior to and during 2012.
  • 6Vested or vesting stock options can be exercised for the remainder of their term.
  • 7The filing is an 8-K Current Report dated July 3, 2012, with the earliest event reported as June 29, 2012.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the retirement of a key executive, Jeffrey R. Hotchkiss, President of the Systems Test Group, and to disclose the terms of his separation agreement with Teradyne, Inc.

The agreement includes Mr. Hotchkiss providing consulting services until January 27, 2016, and adhering to non-competition and non-solicitation clauses. In exchange, his unvested stock options and restricted stock units will continue to vest under specific terms, and vested options can be exercised.

The agreement ensures that certain unvested restricted stock units and stock options granted by Teradyne to Mr. Hotchkiss prior to and during 2012 will continue to vest according to their original terms through January 27, 2016. Vested options or those that vest during this period remain exercisable.

Mr. Hotchkiss's retirement as an officer was effective June 29, 2012. His engagement for consulting services and the non-competition/non-solicitation period will extend through January 27, 2016.