Eagle Test Systems, Inc. Sample Contracts

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Registration Rights Agreement • July 9th, 2004 • Eagle Test Systems, Inc. • Illinois
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EXHIBIT 10.17 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 30th day of September, 2003 by and between Jack Weimer (the "Employee") and Eagle Test Systems, Inc., an Illinois corporation (the "Company"). W...
Employment Agreement • July 9th, 2004 • Eagle Test Systems, Inc. • Illinois
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By And Among
Stockholders Agreement • August 12th, 2004 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois
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BY AND AMONG
Stock Purchase Agreement • August 12th, 2004 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois
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EXHIBIT 10.25 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE FOLLOWING NOTATION: [OMITTED MATERIAL] NATIONAL SEMICONDUCTOR CORPORATION TERMS...
Eagle Test Systems, Inc. • July 9th, 2004 • Illinois
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Eagle Test Systems, Inc. • July 9th, 2004 • New York
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Eagle Test Systems, Inc. • August 12th, 2004 • Instruments for meas & testing of electricity & elec signals • New York
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FORM OF WARRANT TO PURCHASE COMMON STOCK OF EAGLE TEST SYSTEMS, INC.
Eagle Test Systems, Inc. • July 9th, 2004 • Illinois
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EXHIBIT 10.18 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 25th day of May 2004 by and between Steve Dollens (the "Employee") and Eagle Test Systems, Inc., an Illinois corporation (the "Company"). W I T N...
Employment Agreement • August 12th, 2004 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois
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WITNESSETH
Non-Competition Agreement • July 9th, 2004 • Eagle Test Systems, Inc. • Illinois
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LANDLORD:
Eagle Test Systems, Inc. • July 9th, 2004
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6,500,000 Shares EAGLE TEST SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • New York

Banc of America Securities LLC Lehman Brothers Inc. Piper Jaffray & Co. Canaccord Adams Inc. A.G. Edwards & Sons, Inc. As Representatives of the several

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EXHIBIT 10.24 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE FOLLOWING NOTATION: [OMITTED MATERIAL] [EAGLE TEST SYSTEMS LOGO] [FAIRCHILD...
Global Purchase Agreement • July 9th, 2004 • Eagle Test Systems, Inc. • Illinois
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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • September 2nd, 2008 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Delaware

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”).

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AGREEMENT AND PLAN OF MERGER by and among TERADYNE, INC. (“Parent”) TURIN ACQUISITION CORP. (“Merger Sub”) and EAGLE TEST SYSTEMS, INC. (the “Company”) Dated as of September 1, 2008
Agreement and Plan of Merger • September 2nd, 2008 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of September 1, 2008 by and among Teradyne, Inc., a Massachusetts corporation (“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”).

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5,500,000 Shares EAGLE TEST SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • New York

Banc of America Securities LLC Lehman Brothers Inc. Deutsche Bank Securities Inc. Canaccord Adams Inc. A.G. Edwards & Sons, Inc. As Representatives of the several Underwriters named in Schedule 1,

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EXHIBIT 10.9 SENIOR SUBORDINATED CONVERTIBLE NOTE
Eagle Test Systems, Inc. • July 9th, 2004

This note is one of the Convertible Notes referred to in the Note Purchase Agreement dated as of September 30, 2003 (as the same may be amended, modified or supplemented from time to time, the "NOTE PURCHASE AGREEMENT") among the Borrower, the Noteholder and certain other Noteholders named therein. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Purchase Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2007 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois

This AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement dated as of September 30, 2003 (the “Employment Agreement”) by and between Leonard Foxman (the “Employee”) and Eagle Test Systems, Inc., a Delaware corporation (the “Company”), is entered into as of this 16th day of January, 2007, by and between the Employee and the Company.

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DEFINITIONS
Representative Agreement • July 9th, 2004 • Eagle Test Systems, Inc.
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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2008 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois

This AMENDMENT NO. 2 (this “Amendment”) to the Employment Agreement dated as of September 30, 2003, as amended by Amendment No. 1 to the Employment Agreement dated January 16, 2007 (the “Employment Agreement”) by and between Leonard Foxman (the “Employee”) and Eagle Test Systems, Inc., a Delaware corporation (the “Company”), is entered into as of this 29th day of July, 2008, by and between the Employee and the Company.

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2008 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois

This AMENDMENT NO. 2 (this “Amendment”) to the Employment Agreement dated as of March 1, 2004, as amended by Amendment No. 1 to the Employment Agreement dated January 16, 2007 (the “Employment Agreement”) by and between Steve Hawrysz (the “Employee”) and Eagle Test Systems, Inc., a Delaware corporation (the “Company”), is entered into as of this 29th day of July, 2008, by and between the Employee and the Company.

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August 31, 2006 Len Foxman Eagle Test Systems, Inc. 2700 Millbrook Drive Buffalo Grove, IL 60089 Dear Len:
Eagle Test Systems, Inc. • September 5th, 2006 • Instruments for meas & testing of electricity & elec signals

As you know, the Company is in the process of developing a compensation plan for its executive team, including a review of salaries. To facilitate that process you and we have agreed to extend your Employment Agreement which expires September 30, 2006 (the “Agreement”) through December 31, 2006

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement for Company Employees • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2007 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois

This AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement dated as of March 1, 2004 (the “Employment Agreement”) by and between Steve Hawrysz (the “Employee”) and Eagle Test Systems, Inc., a Delaware corporation (the “Company”), is entered into as of this 16th day of January, 2007, by and between the Employee and the Company.

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RECITALS
Sublease Agreement • July 9th, 2004 • Eagle Test Systems, Inc.
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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 7th, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

This Amendment No. 1 to the Stockholders Agreement, dated as of February 6, 2006 (this “Amendment”), hereby amends that certain Stockholders Agreement, dated as of September 30, 2003 (the “Stockholders Agreement”), by and among Eagle Test Systems, Inc., an Illinois corporation (the “Company”), the Existing Shareholders named therein and the Investors named therein. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Stockholders Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2007 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Illinois

This AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement dated as of September 30, 2003 (the “Employment Agreement”) by and between Jack Weimer (the “Employee”) and Eagle Test Systems, Inc., a Delaware corporation (the “Company”), is entered into as of this 16th day of January, 2007, by and between the Employee and the Company.

Sample 1
August 31, 2006 Ted Foxman Eagle Test Systems, Inc. 2700 Millbrook Drive Buffalo Grove, IL 60089 Dear Ted:
Eagle Test Systems, Inc. • September 5th, 2006 • Instruments for meas & testing of electricity & elec signals

As you know, the Company is in the process of developing a compensation plan for its executive team, including a review of salaries. To facilitate that process you and we have agreed to extend your Employment Agreement which expires September 30, 2006 (the “Agreement”) through December 31, 2006

Sample 1
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Award Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Eagle Test Systems, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

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August 31, 2006 Len Foxman Eagle Test Systems, Inc. 2700 Millbrook Drive Buffalo Grove, IL 60089 Dear Len:
Eagle Test Systems, Inc. • September 5th, 2006 • Instruments for meas & testing of electricity & elec signals

As you know, the Company is in the process of developing a compensation plan for its executive team, including a review of salaries. To facilitate that process you and we have agreed to extend your Employment Agreement which expires September 30, 2006 (the “Agreement”) through December 31, 2006

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August 31, 2006 Ted Foxman Eagle Test Systems, Inc. 2700 Millbrook Drive Buffalo Grove, IL 60089 Dear Ted:
Eagle Test Systems, Inc. • September 5th, 2006 • Instruments for meas & testing of electricity & elec signals

As you know, the Company is in the process of developing a compensation plan for its executive team, including a review of salaries. To facilitate that process you and we have agreed to extend your Employment Agreement which expires September 30, 2006 (the “Agreement”) through December 31, 2006

Sample 1
AMENDMENT NO. 1 TO MANAGEMENT RIGHTS LETTER AGREEMENTS
Management Rights Letter Agreements • February 7th, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

This Amendment No. 1 to the Management Rights Letter Agreements, dated as of February 6, 2006 (this “Amendment”), hereby amends those certain Management Rights Letter Agreements, dated as of September 30, 2003 (collectively, the “Management Rights Agreements”), by and among Eagle Test Systems, Inc., an Illinois corporation (the “Company”) and each of the Investors named herein (collectively, the “Investors”).

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EXHIBIT 10.11 SENIOR SUBORDINATED CONVERTIBLE NOTE $ 29,412,000.00 SEPTEMBER 30, 2003 FOR VALUE RECEIVED, the undersigned, Eagle Test Systems, Inc., an Illinois corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of TA Subordinated Debt...
Eagle Test Systems, Inc. • July 9th, 2004

This note is one of the Convertible Notes referred to in the Note Purchase Agreement dated as of September 30, 2003 (as the same may be amended, modified or supplemented from time to time, the "NOTE PURCHASE AGREEMENT") among the Borrower, the Noteholder and certain other Noteholders named therein. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Purchase Agreement.

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