TERADYNE, INC — Director's Dealing 2010

Feb 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2010-01-29

Reporting Person: HOTCHKISS JEFFREY R (President, SystemsTestDivision)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-30	Common Stock	M	11250	—	Acquired	64867	Direct
2010-02-01	Common Stock	F	3572	—	Disposed	61295	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-30	Restricted Stock Units	$0	M	11250	Acquired		Common Stock (11250)	Direct
2010-01-29	Restricted Stock Units	$0	A	19272	Acquired		Common Stock (19272)	Direct
2010-01-29	Non-Qualified Stock Option (Right to Buy)	$9.34	A	32926	Acquired	2020-01-29	Common Stock (32926)	Direct

Footnotes

F1: Shares/units withheld but not issued to satisfy certain tax withholding obligations.

F2: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 30, 2009. The remaining portion will vest in three equal installments annually on the anniversary of the grant.

F3: Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

F4: These RSU's were issued under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, are time-based, and will vest in four equal installments beginning on January 29, 2011.

F5: This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 29, 2011.