Form of Restricted Unit Agreement

Exhibit 10.15

TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT AND TERMS


Name Employee ID :

Division:

Supervisor: Location:

In granting restricted stock units, Teradyne seeks to provide employees with incentive to help drive the company' s future success and to share in the economic benefits of that success. We all look forward to your contributions to that effort.

You have been granted an award consisting of the right to receive up to XX shares of Teradyne common stock. This grant was approved effective , 200 (the " Effective Date" ).

This award is subject to the Restricted Stock Unit Terms attached hereto and the terms of the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the " Plan" ). The shares covered by this award will be delivered over time as described in and subject to the vesting conditions of the Restricted Stock Unit Terms.

The Plan prospectus, consisting of a " Participant Information" document that summarizes the Plan and the complete Plan, is available on " In-Site," Teradyne' s internal Web site. To access the information, go to http://www.corp.teradyne.com/InSite/benefits/stockOptions.html and click the " Stock plan documents" link.

Please note that printed versions of the Plan prospectus documents are available to you, at no charge, upon request to Victor Ramirez, Teradyne, Inc., 600 Riverpark Drive, North Reading, MA 01864, (978) 370-2787. TERADYNE, INC Eileen Casal V.P., General Counsel and Secretary

(2006 RSU)

Grant #XX

Employee (2006 Plan)

RESTRICTED STOCK UNIT TERMS This award is governed by and subject to Teradyne' s 2006 Equity and Cash Compensation Incentive Plan (the " Plan" ), which, together with the following provisions controls the meaning of terms and the rights of the recipient. Capitalized and defined terms used and not defined below will have the meaning set forth in the Plan. In the event of any inconsistencies or differences between the Plan and these terms, the Plan shall prevail.

1. Award Grant, Vesting and Transfer (a) Payment of par value. Teradyne hereby grants to the recipient the right to receive that number of shares of Teradyne common stock as is set forth ...