01—Abstract
Summary
Summary of the 8-K/A filed January 29, 2024. Cited figures are marked; the original filing is the authoritative source.
This 8-K/A filing from Teradyne, Inc. (TER) addresses an amendment to a previous filing concerning the departure of Mr. Charles J.
Gray, Vice President and General Counsel. The amendment clarifies the terms of his separation, effective February 2, 2024, outlining an Executive Officer Agreement that allows for continued vesting of previously granted unvested equity awards (restricted stock units and stock options) through February 2, 2027. Mr. Gray also remains eligible for his pro-rata share of 2023 variable compensation and profit-sharing, as if he were still employed.
In exchange for these provisions, Mr. Gray has agreed to non-competition and non-solicitation clauses through February 2, 2027, and has entered into an employment release. Investors should note that this agreement ensures a smooth transition and incentivizes Mr. Gray to act in Teradyne's best interest during his post-employment restrictive period, while also providing him with continued equity value realization.
02—Key points
Key Highlights
- Amendment clarifies terms of VP and General Counsel Charles J. Gray's retirement, effective February 2, 2024.
- An Executive Officer Agreement has been executed with Mr. Gray.
- Previously granted unvested equity awards (RSUs and stock options) will continue to vest through February 2, 2027 (Non-Competition Period).
- Vested stock options can be exercised for the remainder of their term.
- Mr. Gray is eligible for pro-rata 2023 variable compensation and profit-sharing payments.
- Mr. Gray has agreed to non-competition and non-solicitation restrictions until February 2, 2027.
- The agreement includes a standard employment release and other customary terms.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K/A filing?
This filing amends a previous report to provide further details on the Executive Officer Agreement entered into with Mr. Charles J. Gray, the departing Vice President and General Counsel, outlining the terms of his retirement and separation from Teradyne.
How will Mr. Gray's unvested equity be treated upon his retirement?
Mr. Gray's unvested time-based restricted stock units and stock options granted before his effective retirement date of February 2, 2024, will continue to vest through February 2, 2027. Vested stock options will remain exercisable for their remaining term.
What obligations has Mr. Gray agreed to in exchange for the continued vesting and compensation?
Mr. Gray has agreed to abide by non-competition and non-solicitation restrictions through February 2, 2027, and has signed an employment release. This agreement also includes standard terms and conditions related to his departure.
Will Mr. Gray receive any 2023 performance-based compensation?
Yes, any unvested, performance-based restricted stock units as of his effective date will continue to vest according to their original award agreements. Additionally, he is eligible for any variable compensation and profit-sharing for the 2023 fiscal year as if he had remained employed.
04—Continue