|
Exhibit 10.2 STOCKHOLDERS’
AGREEMENT This STOCKHOLDERS’ AGREEMENT (this
"Agreement"), is dated as of September 1, 2008, by and between
Teradyne, Inc., a Massachusetts corporation ("Parent") and the
stockholders listed on the signature pages hereto (each a
"Stockholder" and collectively, the "Stockholders"). W I
T N E S S E T H: WHEREAS, Parent, Turin Acquisition
Corp., a Delaware corporation and a direct wholly owned subsidiary
of Parent ("Merger Sub"), and Eagle Test Systems, Inc., a Delaware
corporation (the "Company"), are entering into an Agreement and
Plan of Merger, dated as of the date hereof (as it may be amended
from time to time in accordance with its terms, the "Merger
Agreement"), providing for, among other things, the merger of
Merger Sub with and into the Company with the Company surviving the
merger as a wholly owned subsidiary of Parent, in each case, on the
terms and subject to the conditions set forth in therein
(capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Merger
Agreement); and WHEREAS, as of the date hereof, each
Stockholder is the record and beneficial owner of the number of
shares of Common Stock set forth, and in the manner reflected, on
Attachment A hereto (the "Owned Shares"); and
WHEREAS, as a condition to each of Parent and Merger Sub’s
willingness to enter into and perform their respective obligations
under the Merger Agreement, Parent and Merger Sub have required
that each Stockholder agree, and each Stockholder has agreed,
(i) to vote all of such Stockholder’s Owned Shares as
well as any shares of Common Stock acquired by such Stockholder
after the execution of this Agreement (all of which, after so
acquired, shall constitute "Owned Shares"), whether upon the
exercise of options, conversion of convertible securities or
otherwise, and any other voting securities of the Company (whether
acquired heretofore or hereafter) that are beneficially owned by
such Stockholder or over which such Stockholder has, directly or
indirectly, the right to vote (collectively, the "Voting Shares")
in favor of any proposal in furtherance of the Merger Agreement or
the transactions contemplated thereby, including the Merger, and
(ii) to take the other actions described herein; and
WHEREAS, each Stockholder desires to express its support for
the Merger Agreement and the transactions contemplated thereby,
including the Merger, by executing this Agreement; and
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration given to each party hereto, the
receipt of which is hereby acknowledged, the parties agree as
follows: 1. Agreement to Vote; Irrevocable
Proxy . 1.1 Agreement to Vote .
Each Stockholder hereby agrees that, during the time
this Agreement is in effect, at any meeting of the stockholders of
the Company, however called, or any adjournment or postponement
thereof, such Stockholder shall be present (in person or by proxy)
and vote (or cause to be voted) all of its Voting Shares
(a) in favor of the adoption of the Merger Agreement and
(b) against any Alternative Proposal and against any action or
agreement that would delay, prevent, impede or impair the ability
of Parent and Merger Sub to complete the Merger or the ability of
the Company to consummate the Merger or the transactions
contemplated by the Merger Agreement. 1.2
Irrevocable Proxy . Solely with respect
to the matters described in Section 1.1, for so long as this
Agreement has not terminated in accordance with Section 5.1,
each Stockholder hereby irrevocably appoints Parent (or any nominee
of Parent) as its attorney and proxy with full power of
substitution and resubstitution, to the full extent of such
Stockholder’s voting rights with respect to such
Stockholder’s Voting Shares (which proxy is irrevocable and
which appointment is coupled with an interest, including for
purposes of Section 212 of the Delaware General Corporation
Law) to vote all such Stockholder’s Voting Shares solely
on the matters described in Section 1.1, and in accordance
therewith. Each Stockholder hereby revokes any proxies previously
granted that would otherwise conflict with the proxy contemplated
pursuant to this Section 1.2 and agrees to execute any further
agreement or form reasonably necessary or appropriate to confirm
and effectuate the grant of the proxy contained herein. Such proxy
shall automatically terminate upon the valid termination of this
Agreement in accordance with Section 5.1. 2.
Representations and Warranties of Stockholders .
Each Stockholder hereby represents and warrants to
Parent as follows: 2.1 Due Organization
. Such Stockholder, if a corporation or other
entity, has been duly organized, is validly existing and is in good
standing under the laws of the state of its formation or
organization. 2.2 Power; Due Authorization;
Binding Agreement . Such Stockholder has full
legal capacity, power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by such Stockholder and
constitutes a valid and binding agreement of such Stockholder,
enforceable against Stockholder in accordance with its terms,
except to the extent that enforceability may be subject to the
effect of any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting or relating to the
enforcement of creditors rights generally and to general principles
of equity. 2.3 Ownership of Shares .
On the date hereof, the Owned Shares set forth opposite
such Stockholder’s name on Attachment A hereto are
owned of record or beneficially by such Stockholder in the manner
reflected thereon and include all of the Voting Shares owned of
record or beneficially by such Stockholder, free and clear of any
claims, liens, encumbrances and security interests, except (if
applicable) as set forth on Attachment A hereto, which
encumbrances or other items do not affect in any respect the
ability of such Stockholder to perform such Stockholder’s
obligations hereunder. As of the date hereof such Stockholder has,
and at all times prior to the valid termination of this Agreement
in accordance with Section 5.1 such Stockholder will have
(except as otherwise permitted by this Agreement), sole voting
power (to the extent such securities have voting power) and sole
dispositive power with respect to all of the Owned Shares, except
as otherwise reflected on Attachment A . 2.4
No Conflicts . The execution and delivery
of this Agreement by such Stockholder does not, and the performance
of the terms of this Agreement by such Stockholder will not,
(a) require such Stockholder to obtain the consent or approval
of, or make any filing with or notification to, any governmental or
regulatory authority, domestic or foreign, (b) require the
consent or approval of any other person or entity pursuant to any
agreement, obligation or instrument binding on such Stockholder or
its properties and assets, (c) conflict with or violate any
organizational document or law, rule, regulation, order, judgment
or decree applicable to such Stockholder or pursuant to which any
of its or its affiliates’ respective properties or assets are
bound or (d) violate any other agreement to which such
Stockholder or any of its affiliates is a party including, without
limitation, any voting agreement, stockholders agreement,
irrevocable proxy or voting trust. The Voting Shares are not, with
respect to the voting or transfer thereof, subject to any other
agreement, including any voting agreement, stockholders agreement,
irrevocable proxy or voting trust. 2.5
Acknowledgment . Such Stockholder
understands and acknowledges that each of Parent and Merger Sub is
entering into the Merger Agreement in reliance upon such
Stockholder’s execution, delivery and performance of this
Agreement. 3. Representations and Warranties of
Parent . Parent hereby represents and warrants
to the Stockholders as follows: 3.1 Power; Due
Authorization; Binding Agreement . Parent is a
corporation duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts. Parent has
full corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation by Parent of the transactions
contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of Parent, and no other
proceedings on the part of Parent are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby.
This Agreement has been
2
duly and validly executed and delivered by Parent and constitutes a
valid and binding agreement of Parent, except that enforceability
may be subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws
affecting or relating to the enforcement of creditors rights
generally and to general principles of equity. 3.2
No Conflicts . The execution and delivery
of this Agreement by Parent does not, and the performance of the
terms of this Agreement by Parent will not, (a) require Parent
to obtain the consent or approval of, or make any filing with or
notification to, any governmental or regulatory authority, domestic
or foreign or (b) conflict with or violate any organizational
document or law, rule, regulation, order, judgment or decree
applicable to Parent or pursuant to which any of its or its
subsidiaries’ respective assets are bound. 4.
Certain Covenants of the Stockholders .
Each Stockholder hereby covenants and agrees with
Paren
|
