Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Amend Stock Option (3M Sh) and Amend Stock 6 22K
Purchase (400K Sh)
2: EX-4.1 1979 Employee Stock Purchase Plan, as Amended 8 34K
3: EX-4.2 1991 Employee Stock Option Plan, as Amended 10 43K
4: EX-5.1 Opinion of Testa, Hurwitz, & Thibeault 2 9K
5: EX-24.2 Independent Auditor's Consent 1 6K
EX-4.1 — 1979 Employee Stock Purchase Plan, as Amended
| EX-4.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 4.1
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TERADYNE, INC.
1979 EMPLOYEE STOCK PURCHASE PLAN
(Amended as of May 26, 1994)
Article 1 - Purpose
-------------------
This Employee Stock Purchase Plan (the "Plan") is intended as
an incentive and to encourage stock ownership by all eligible
employees of Teradyne, Inc. (the "Company"), participating
subsidiaries, and acquired businesses so that they may share in
the growth of the Company by acquiring or increasing their
proprietary interest in the Company. It is intended that options
issued pursuant to the Plan shall constitute options issued
pursuant to an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986 (the "Code"),
as amended.
Article 2 - Administration of the Plan
--------------------------------------
The Plan may be administered by a committee appointed by the
Board of Directors of the Company (the "Committee"). The
Committee shall consist of not less than two members of the
Company's Board of Directors. The Board of Directors may from
time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall
be filled by the Board of Directors. The Committee may select on
one of its members as Chairman, and shall hold meetings at such
times and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts
of the Committee.
The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted under its shall
be final unless otherwise determined by the Board of Directors.
The Committee may from time to time adopt such rules and
regulations for carrying out the Plan as it may deem best,
provided that any such rules and regulation shall be applied on a
uniform basis to all employees under the Plan. No member of the
Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan or any option granted under it.
In the event the Board of Directors fails to appoint or
refrains from appointing a Committee, the Board of Directors
shall have all powers and authority to administer the Plan. In
such event, the word "Committee" wherever used herein shall be
deemed to mean the Board of Directors.
Article 3 - Eligible Employees
------------------------------
No option may be granted to any person serving as a member of
the Committee at the time of grant. Subject to this limitation,
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all Eligible Employees (as defined herein) of the Company or any
of its participating subsidiaries (as defined in Article 18) who
have completed more than 90 days of employment with the Company
or any of its subsidiaries on or before the first day of any
Payment Period (as defined in Article 5) shall be eligible to
receive options under this Plan to purchase the Company's Common
Stock, and all Eligible Employees shall have the same rights and
privileges as defined in this Plan. In no event may an employee
be granted an option if such employee, immediately after the
option is granted, owns stock possessing 5 percent or more of the
total combined voting power or value of all classes of stock of
the Company or of its parent corporation or subsidiary
corporation, as the terms "parent corporation" and "subsidiary
corporation" are defined in Section 425 of the Code. For
purposes of determining stock ownership under this paragraph, the
rules of Section 425(d) of the Code shall apply, and stock which
the employee may purchase under outstanding options shall be
treated as stock owned by the employee.
For purposes of this Plan the term "Eligible Employee" shall
not include an employee whose customary employment is less than
20 hours per week or whose customary employment is for not more
than 5 months in any calendar year.
The Board of Directors shall have the authority to permit
employees of acquired businesses to participate in the Plan
effective within the then current Payment Period without
compliance with the eligibility and participation requirements of
the Plan, to the extent permitted by the Code.
Article 4 - Stock Subject to the Plan
-------------------------------------
The stock subject to the options shall be shares of the
Company's authorized but unissued shares of Common Stock or
shares of Common Stock re-acquired by the Company, including
shares purchased in the open market. The aggregate number of
shares which may be issued pursuant to the Plan is 4,600,000,
subject to adjustment as provided in Article 13. In the event
any option granted under the Plan shall expire or terminate for
any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part, the
unpurchased shares subject thereto shall again be available under
the Plan.
Article 5 - Payment Period and Stock Options
--------------------------------------------
The twelve-month period commencing annually on the first day
of January and ending annually on the last day of December is the
Payment Period during which payroll deductions will be
accumulated under the Plan. Each Payment Period includes only
regular pay days falling within it.
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Annually on the first business day of the Payment Period, the
Company will grant to each Eligible Employee who has elected to
participate in the Plan an option to purchase on the last day of
such Payment Period, at the Option Price hereinafter provided
for, such number of shares of the Common Stock of the Company
reserved for the purpose of the Plan as does not exceed the
greater of the number of shares equal to 10% of the employee's
regular annual base pay divided by the price determined in
accordance with (i) below, or 3,000 shares, on condition that
such employee remains eligible to participate in the Plan
throughout such Payment Period. The participant shall be
entitled to exercise such options so granted only to the extent
of his accumulated payroll deductions on the last day of such
Payment Period, but in no event to exceed 3,000 shares. The
Option Price for each Payment Period shall be the lesser of
(i) 85% of the average market price of the Company's Common Stock
on the first business day of the Payment Period or (ii) 85% of
the average market price of the Company's Common Stock on the
last business day of the Payment Period, in either event rounded
up to avoid fractions other than 1/4, 1/2 and 3/4. The foregoing
limitation on the number of shares which may be granted in any
Payment period and the Option Price per share shall be subject to
adjustment as provided in Article 13.
For purposes of the Plan the term "average market price" is
the average of the high and low prices of the Common Stock of
the Company on the principal national securities exchange on
which it is so traded or such other national securities exchange
as shall be designated by the Committee.
For purposes of this Plan the term "business day" as
used herein means a day on which there is trading on the national
securities exchange.
No Eligible Employee shall be granted an option which permits
his rights to purchase Common Stock under the Plan and any
similar plans of the Company or any parent or subsidiary
corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is
granted) for each calendar year in which such option is
outstanding at any time. The purpose of the limitation in the
preceding sentence is to comply with Section 423(b)(8) of the
Code.
Article 6 - Exercise of Option
------------------------------
Each Eligible Employee who continues to be a participant in
the Plan on the last business day of a Payment Period shall be
deemed to have exercised his option on such date and shall be
deemed to have purchased from the Company such number of full
shares of Common Stock reserved for the purpose of the Plan as
his accumulated payroll deductions on such date will pay for at
such Option Price but in no event more than 3,000 shares.
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Subject to Article 15, if a participant is not an employee on the
last business day of a Payment Period, he shall not be entitled
to exercise his option.
Article 7 - Unused Payroll Deductions
-------------------------------------
Only full shares of Common Stock may be purchased under the
Plan. Unused payroll deductions remaining in an employee's
account at the end of a Payment Period shall be refunded to such
participant without interest.
Article 8 - Authorization for Entering Plan
-------------------------------------------
An Eligible Employee may enter the Plan by filling out,
signing and delivering to the Personnel Office an authorization:
A. Stating the amount to be deducted regularly from his
pay;
B. Authorizing the purchase of stock for him in the Payment
Period in accordance with the terms of the Plan; and
C. Specifying the exact name in which stock purchased for
him is to be issued as provided under Article 12 hereof.
Such authorization must be received by the Personnel Office at
least 15 days before the beginning date of the next Payment
Period.
Unless an employee files a new authorization or withdraws
from the Plan, his deductions and purchases under the
authorization he has on file under the Plan will continue from
one Payment Period to succeeding Payment Periods as long as the
Plan remains in effect.
The Company will accumulate and hold for the employee's
account the amounts deducted from his pay. No interest will be
paid on it.
Article 9 - Minimum and Maximum Amounts of Payroll Deductions
-------------------------------------------------------------
An Eligible Employee may authorize payroll deductions in an
amount (in whole percents) not less than 2% but not more than 10%
of his regular annual base pay.
Article 10 - No Change in Payroll Deductions
--------------------------------------------
Deductions may not be increased or decreased during any
Payment Period, except to reflect changes in base pay during the
Payment Period.
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Article 11 - Withdrawal from the Plan
-------------------------------------
An Eligible Employee may withdraw from the Plan, in whole but
not in part, at any time prior to the last business day of each
Payment Period by delivering a Withdrawal Notice to the Personnel
Office, in which event the Company will refund the entire balance
of his deductions as soon as practicable thereafter.
To re-enter the Plan, an Eligible Employee who has
previously withdrawn must file a new authorization in accordance
with Article 8. His re-entry into the Plan cannot, however,
become effective before the beginning of the next Payment Period
following his withdrawal.
Article 12 - Issuance of Stock
------------------------------
Certificates for stock issued to participants will be
delivered as soon as practicable after each Payment Period.
Stock purchased under the Plan will be issued only in the
name of the Eligible Employee, or if his authorization so
specifies, in the name of the employee and another person of
legal age as joint tenants with rights of survivorship.
Article 13 - Adjustments
------------------------
Upon the happening of any of the following described events,
an optionee's rights under options granted hereunder shall be
adjusted as hereinafter provided:
A. In the event shares of Common Stock of the Company shall
be subdivided or combined into a greater or smaller number of
shares or if, upon a merger, consolidation, reorganization,
split-up, liquidation, combination, recapitalization or the
like of the Company, the shares of the Company's Common Stock
shall be exchanged for other securities of the Company or of
another corporation, each optionee shall be entitled, subject
to the conditions herein stated, to purchase such number of
shares of Common Stock or amount of other securities of the
Company or such other corporation as were exchangeable for
the number of shares of Common Stock of the Company which
such optionee would have been entitled to purchase except for
such action, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision,
combination, or exchange; and
B. In the event the Company shall issue any of its shares as
a stock dividend upon or with respect to the shares of stock
of the class which shall at the time be subject to option
hereunder, each optionee upon exercising such an option shall
be entitled to receive (for the purchase price paid upon such
exercise) the shares as to which he is exercising his option
and, in addition thereto (at no additional cost), such number
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of shares of the class or classes in which such stock
dividend or dividends were declared or paid, and such amount
of cash in lieu of fractional shares, as is equal to the
number of shares thereof and the amount of cash in lieu of
fractional shares, respectively, which he would have received
if he had been the holder of the shares as to which he is
exercising his option at all times between the date of the
granting of such option and the date of its exercise.
Upon the happening of any of the foregoing events, the class
and aggregate number of shares set forth in Article 4 hereof
which are subject to options which have heretofore been or may
hereafter be granted under the Plan shall also be appropriately
adjusted to reflect the events specified in paragraphs A and B
above. The Committee shall determine the adjustments to be made
under this Article 13, and its determination shall be conclusive.
Article 14 - No Transfer or Assignment of Employee's Rights
-----------------------------------------------------------
An employee's rights under the Plan are his alone and may not
be transferred or assigned to, or availed of by, any other
person. Any option granted to an employee may be exercised only
by him.
Article 15 - Termination of Employee's Rights
---------------------------------------------
An employee's rights under the Plan will terminate when he
ceases to be an employee because of retirement, resignation,
discharge, death, change of status or for any other reason,
except that if an employee is laid off on account of an absence
of work during the last three months of any Payment Period, he
shall nevertheless be deemed to be a participant in the Plan on
the last day of the Payment Period. A Withdrawal Notice will be
considered as having been received from the employee on the day
his employment ceases, and all payroll deductions not used to
purchase stock will be refunded.
If an employee's payroll deductions are interrupted by any
legal process, a Withdrawal Notice will be considered as having
been received from him on the day the interruption occurs.
Article 16 - Termination and Amendments to Plan
-----------------------------------------------
The Plan may be terminated at any time by the Company's Board
of Directors but such termination shall not affect options then
outstanding under the Plan. It will terminate in any case when
all or substantially all of the unissued shares of stock reserved
for the purposes of the Plan have been purchased. If at any time
shares of stock reserved for the purposes of the Plan remain
available for purchase but not in sufficient number to satisfy
all then unfilled purchase requirements, the available shares
shall be apportioned among participants in proportion to their
options and the Plan shall terminate. Upon such termination or
any other termination of the Plan, all payroll deductions not
used to purchase stock will be refunded.
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The Board of Directors also reserves the right to amend the
Plan from time to time in any respect provided, however, that no
amendment shall be effective without prior approval of the
stockholders which would (a) except as provided in Article 13,
increase the number of shares of Common Stock to be offered under
the Plan or (b) change the class of employees eligible to receive
options under the Plan.
Article 17 - Limitations on Sale of Stock Purchased Under the Plan
------------------------------------------------------------------
The Plan is intended to provide Common Stock for investment
and not for resale. The Company does not, however, intend to
restrict or influence any employee in the conduct of his own
affairs. An employee may, therefore, sell stock purchased under
the Plan at any time he chooses, subject to compliance with any
applicable Federal or state securities laws; provided, however,
that because of certain Federal tax requirements, each employee
will agree by entering the Plan, promptly to give the Company
notice of any such stock disposed of within two years after the
date of grant of the applicable option showing the number of such
share disposed of. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.
Article 18 - Participating Subsidiaries
---------------------------------------
The term "participating subsidiaries" shall mean any
subsidiary of the Company which is designated by the Committee to
participate in the Plan. The Committee shall have the power to
make such designation before or after the Plan is approved by the
stockholders.
Article 19 - Optionees Not Stockholders
---------------------------------------
Neither the granting of an option to an employee nor the
deductions from his pay shall constitute such employee a
stockholder of the shares covered by an option until such shares
have been purchased by and issued to him.
Article 20 - Application of Funds
---------------------------------
The proceeds received by the Company from the sale of Common
Stock pursuant to options granted under the Plan will be used for
general corporate purposes.
Article 21 - Governmental Regulation
------------------------------------
The Company's obligation to sell and deliver shares of the
Company's Common Stock under this Plan is subject to the approval
of any governmental authority required in connection with the
authorization, issuance or sale of such shares.
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Article 22 - Approval of Stockholders
-------------------------------------
The Plan shall not take effect until approved by the holders
of a majority of the outstanding shares of the Common Stock of
the Company, which approval must occur within the period ending
twelve months after the date the plan was adopted by the Board of
Directors. The Plan was adopted by the Board of Directors on
December 6, 1978. It was approved by the stockholders of the
Company on April 25, 1979. All subsequent amendments to the Plan
adopted by the Board of Directors have been approved by the
stockholders.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Effective on: | | 9/6/94 |
| Filed on: | | 8/18/94 |
| | 5/26/94 | | 1 | | | | | DEF 14A |
| List all Filings |
7 Subsequent Filings that Reference this Filing
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