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Exhibit
10.24
INDEMNIFICATION
AGREEMENT
This Agreement is made and
entered into this « Date » (the
“Agreement”), by and between Teradyne, Inc., a
Massachusetts corporation (the “Company”, which term
shall include any one or more of its subsidiaries where
appropriate), and « Name »
(“Indemnitee”). Certain capitalized terms are used in
this Agreement as specifically defined in
Section 7.
In consideration of the
premises and the covenants contained herein, the Company and
Indemnitee do hereby covenant and agree as follows:
1. Services by
Indemnitee . Indemnitee agrees to serve or continue to serve as
a director or executive officer of the Company for so long as he is
duly elected or appointed or until his written
resignation.
2. Indemnification and
Advances .
2.1 The Company shall advance
all Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding within fifteen days after the receipt by the
Company of a request therefor, accompanied or preceded by
reasonable evidence of such Expenses and by an undertaking to repay
all Expenses advanced to the extent Indemnitee shall be
adjudicated, or determined pursuant to Section 3.2 or 3.3, to
be not entitled to indemnification therefor (which undertaking
shall be accepted by the Company without reference to
Indemnitee’s financial ability to repay any such
advances).
2.2 Except as specifically
provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt
of a request therefor the Company shall indemnify Indemnitee to the
full extent permitted by law against all Expenses, judgments,
penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with any
Proceeding or any claim, issue or matter therein. A request for
indemnification must be accompanied by reasonable evidence of the
amount for which indemnification is requested, and must indicate a
choice of Independent Counsel, if any, to make any determination
pursuant to Section 3.3.
2.3 Notwithstanding any other
provision of this Agreement, Indemnitee shall be indemnified
against all Expenses attributable to any Proceeding (or any claim,
issue or matter relating thereto) which was adjudicated or
determined by a court of competent jurisdiction, on the merits or
otherwise, in Indemnitee’s favor or which was terminated by
dismissal or withdrawal; with or without prejudice.
3. Exceptions
.
3.1 No indemnification shall
be provided hereunder with respect to any claim, issue or matter to
the extent that Indemnitee has been adjudicated not to have acted
in good faith in the reasonable belief that his action was in the
best interest of the Company (or, in the case of service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit
plan).
3.2 If a Change of Control
has not occurred, no indemnification shall be provided hereunder to
the extent that, within 60 days of the receipt by the Company of a
request for indemnification, Indemnitee has been determined (after
investigation) by (a) the Board of Directors of the Company by
majority vote of a quorum of Disinterested Directors, or
(b) if such a quorum is not “obtainable, or if directed
by majority vote of a quorum of Disinterested Directors,
Independent Counsel (selected by majority vote of the Disinterested
Directors or, if none, by majority vote of the Board of Directors)
in a written opinion, not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Company (or, in the case of service with respect to an employee
benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan).
3.3 If a Change in Control
has occurred, no indemnification shall be provided hereunder to the
extent that, within 60 days of the receipt by the Company of a
request for indemnification, Indemnitee has been determined (after
investigation) by (a) the Independent Counsel specified by
Indemnitee in the request for indemnification or (b) if no
such specification is made, by a person, persons or entity who
would be entitled to make such a determination pursuant to
Section 3.2 if a Change in Control had not occurred, not to
have acted in good faith in the reasonable belief that his action
was in the best interest of the Company (or, in the case of service
with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such employee benefit plan). A
person, persons or entity making a determination pursuant to this
Section 3.3 shall presume that Indemnitee acted so as to be
entitled to indemnification, and the Company shall have the burden
of proof in overcoming that presumption.
3.4 Indemnitee shall
cooperate with any person, persons or entity making an
investigation pursuant to Section 3.2 or 3.3 to the extent
reasonably requested. Any costs or expenses (including attorneys
fees and disbursements) incurred by Indemnitee in so cooperating
shall be borne by the Company (irrespective of the determination as
to Indemnitee’s entitlement to indemnification), and the
Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.
4. Remedies of
Indemnitee .
4.1 In the event that
(i) a determination is made that Indemnitee is not entitled to
indemnification under this Agreement, (ii) a required
advancement of Expenses is not timely made or (iii) payment of
any required indemnification is not timely made within the 60 day
period prescribed in Sections 3.2 and 3.3, Indemnitee shall be
entitled to an adjudication in an appropriate court of the
Commonwealth of Massachusetts, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. Alternatively, Indemnitee, at his option,
may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration
Association, and judgment upon any arbitration award may be entered
in any court having jurisdiction. Indemnitee shall
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commence a proceeding seeking such an
adjudication or an award in arbitration within 180 days following
the date on which Indemnitee first has the right to commence such
proceeding. The Company shall not oppose Indemnitee’s right
to seek any such adjudication or award in arbitration.
4.2 In the event that a
determination shall have been made pursuant to this Agreement that
Indemnitee is not entitled to indemnification, any such judicial
proceeding or arbitration shall be conducted in all respects as a
de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of such adverse
determination. If a Change of Control shall have occurred, in any
such judicial proceeding or arbitration the Company shall have the
burden of proving that Indemnitee is
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