Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the Annual Meeting of Shareholders of Teradyne, Inc. held on May 28, 2009, the shareholders approved both an amendment to the 2006 Equity and Cash Compensation Incentive Plan (the "2006 Plan") to increase the aggregate number of shares of common stock that may be issued pursuant to the 2006 Plan by 10,000,000 shares and an amendment to the 1996 Employee Stock Purchase Plan (the "ESPP") to increase the aggregate number of shares of common stock that may be issued pursuant to the ESPP by 5,000,000 shares.

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