<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>dex1011.txt
<DESCRIPTION>1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
<TEXT>
<PAGE>
                                                                   Exhibit 10.11


           TERADYNE, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         1. Purpose. This Non-Qualified Stock Option Plan, to be known as the
1996 Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is
intended to promote the interests of Teradyne, Inc. (hereinafter, the "Company")
by providing an inducement to obtain and retain the services of qualified
persons who are not employees or officers of the Company to serve as members of
its Board of Directors (the "Board").

         2. Available Shares. The total number of shares of Common Stock, par
value $.125 per share, of the Company (the "Common Stock") for which options may
be granted under this Plan shall not exceed 1,600,000 shares, subject to
adjustment in accordance with paragraph 10 of this Plan. Shares subject to this
Plan are authorized but unissued shares or shares that were once issued and
subsequently reacquired by the Company. If any options granted under this Plan
are surrendered before exercise or lapse without exercise, in whole or in part,
the shares reserved therefor shall continue to be available under this Plan.

         3. Administration. This Plan shall be administered by the Board or by a
committee appointed by the Board (the "Committee"). In the event the Board fails
to appoint or refrains from appointing a Committee, the Board shall have all
power and authority to administer this Plan. In such event, the word "Committee"
wherever used herein shall be deemed to mean the Board. The Committee shall,
subject to the provisions of the Plan, have the power to construe this Plan, to
determine all questions hereunder, and to adopt and amend such rules and
regulations for the administration of this Plan as it may deem desirable. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any option granted
under it.

         4. Automatic Grant of Options. Subject to the availability of shares
under this Plan, (a) each person who becomes a member of the Board on or after
August 26, 1999 and who is not an employee or officer of the Company (each, a
"Non-Employee Director") shall be automatically granted on the date such person
is first elected to the Board, without further action by the Board, an option to
purchase 22,500 shares of the Common Stock, (b) each person who was a
Non-Employee Director on February 7, 2000 shall be granted on February 5, 2001
an option to purchase 6,750 shares of the Common Stock, (c) each Non-Employee
Director who became a new member of the Board during February 2000 shall be
granted on February 5, 2001 an option to purchase 15,750 shares of the Common
Stock, and (d) beginning on February 5, 2001 and throughout the term of this
Plan, each person who is a Non-Employee Director on the first Monday in February
in each year shall be automatically granted on each such date an option to
purchase 11,250 shares of the Common Stock. The options to be granted under this
paragraph 4 shall be the only options ever to be granted at any time to each
such member under this Plan. The number of shares covered by options granted
under this paragraph 4 shall be subject to adjustment in accordance with the
provisions of paragraph 10 of this Plan.

         5. Option Price. The purchase price of the stock covered by an option
granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted. The option price will be subject to
adjustment in accordance with the provisions of


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paragraph 10 of this Plan. For purposes of this Plan, if, at the time an option
is granted under the Plan, the Company's Common Stock is publicly traded, "fair
market value" shall be determined as of the last business day for which the
prices or quotes discussed in this sentence are available prior to the date such
option is granted and shall mean (i) the average (on that date) of the high and
low prices of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the Nasdaq National Market, if the Common Stock is
not then traded on a national securities exchange; or (iii) the closing bid
price (or average of bid prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Stock is not
reported on the Nasdaq National Market List.

         6. Period of Option. Unless sooner terminated in accordance with the
provisions of paragraph 8 of this Plan, an option granted hereunder shall expire
on the date which is seven (7) years after the date of grant of the option.

         7. (a) Vesting of Shares and Non-Transferability of Options. Options
granted under this Plan shall not be exercisable until they become vested.
Options granted under this Plan prior to February 5, 2001 shall vest in the
optionee and thus become exercisable, in accordance with the following schedule,
provided that the optionee has continuously served as a member of the Board
through such vesting date:

Percentage of Option
Shares for which
Option Will be Exercisable    Date of Vesting

         0%                   Less than one year from the date of grant
         25%                  One year from the date of grant
         50%                  Two years from the date of grant
         75%                  Three years from the date of grant
         100%                 Four years from the date of grant

         Options granted on or after February 5, 2001 shall not be subject to
vesting and shall be immediately exercisable in their entirety on the date of
grant.

         The number of shares as to which options may be exercised shall be
cumulative, so that once the option shall become exercisable as to any shares it
shall continue to be exercisable as to said shares, until expiration or
termination of the option as provided in this Plan.

                  (b) Non-transferability. Any option granted pursuant to this
Plan shall not be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a domestic relations order and shall be
exercisable during the optionee's lifetime only by him or her.




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         8. Termination of Option Rights.

                  (a) If an optionee ceases to be a director of the Company
other than by reason of death, no further installments of his options will
become exercisable, and his options shall terminate after the passage of three
months from the date of termination of his directorship (but not later than on
their specified expiration dates). Notwithstanding the foregoing, in the event a
director of the Company (A) resigns from the Board of Directors to enter
government service or (B) retires from the Board of Directors (i) at any time on
or after age 55 but prior to age 65 provided that such director has been a
director of the Company continuously for at least ten years or (ii) at any time
on or after age 65 provided that such director has been a director of the
Company continuously for at least five years, such director may exercise any
option then held by him or her, within the original term of the option, as to
all or any of the shares covered thereby, at the time or times such exercise is
permitted under the terms of the option. Notwithstanding the foregoing, if a
director retires from the Company at any time and becomes a director of a
competitor of the company, such director's options shall terminate after the
passage of three months from the date that such director becomes a director of a
competitor. Nothing in the Plan shall be deemed to give any optionee the right
to be nominated as a director by the Company for any period of time.

                  (b) If an optionee dies, any option of his may be exercised,
to the extent of the number of shares with respect to which he could have
exercised it on the date of his death, by his estate, personal representative or
beneficiary who acquires the option by will or by the laws of descent and
distribution, at any time prior to the earlier of the option's specified
expiration date or six months from the date of the optionee's death. The option
shall terminate on the earlier of such dates.

         9. Exercise of Option. Subject to the terms and conditions of this Plan
and the option agreements, an option granted hereunder shall, to the extent then
exercisable, be exercisable in whole or in part by giving written notice to the
Company by mail or in person, at its principal executive offices, stating the
number of shares with respect to which the option is being exercised,
accompanied by payment in full for such shares. Payment may be (a) in United
States dollars in cash or by check, (b) in whole or in part in shares of the
Common Stock of the Company already owned by the person or persons exercising
the option or shares subject to the option being exercised (subject to such
restrictions and guidelines as the Board may adopt from time to time), valued at
fair market value determined in accordance with the provisions of paragraph 5 or
(c) consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise. There shall be no such exercise
at any one time as to fewer than one hundred (100) shares or all of the
remaining shares then purchasable by the person or persons exercising the
option, if fewer than one hundred (100) shares. The Company's transfer agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the optionee as soon as practicable after payment of the option
price in full. The holder of an option


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shall not have any rights of a stockholder with respect to the shares covered by
the option, except to the extent that one or more certificates for such shares
shall be delivered to him or her upon the due exercise of the option.

      10. Adjustments Upon Changes in Capitalization and Other Events. Upon the
occurrence of any of the following events, an optionee's rights with respect to
options granted to him or her hereunder shall be adjusted as hereinafter
provided:

         (a) Stock Dividends and Stock Splits. If the shares of Common Stock
      shall be subdivided or combined into a greater or smaller number of shares
      or if the Company shall issue any shares of Common Stock as a stock
      dividend on its outstanding Common Stock, the number of shares of Common
      Stock deliverable upon the exercise of options shall be appropriately
      increased or decreased proportionately, and appropriate adjustments shall
      be made in the purchase price per share to reflect such subdivision,
      combination or stock dividend.

         (b) Recapitalization Adjustments. In the event of a reorganization,
      recapitalization, merger, consolidation, or any other change in the
      corporate structure or shares of the Company, to the extent permitted by
      Rule 16b-3 under the Securities Exchange Act of 1934, adjustments in the
      number and kind of shares authorized by this Plan and in the number and
      kind of shares covered by, and in the option price of outstanding options
      under this Plan shall be made if, and in the same manner as, such
      adjustments are made to options issued under the Company's other stock
      option plans. Notwithstanding the foregoing, no such adjustment shall be
      made which would, within the meaning of any applicable provisions of the
      Internal Revenue Code of 1986, as amended, constitute a modification,
      extension or renewal of any Option or a grant of additional benefits to
      the holder of an Option.

         (c) Issuances of Securities. Except as expressly provided herein, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number or
      price of shares subject to options. No adjustments shall be made for
      dividends paid in cash or in property other than securities of the
      Company.

         (d) Adjustments. Upon the happening of any of the foregoing events, the
      class and aggregate number of shares set forth in paragraphs 2 and 4 of
      this Plan that are subject to options which previously have been or
      subsequently may be granted under this Plan shall also be appropriately
      adjusted to reflect such events. The Board shall determine the specific
      adjustments to be made under this paragraph 10 and its determination shall
      be conclusive.

      11. Restrictions on Issuance of Shares. Notwithstanding the provisions of
paragraphs 4 and 9 of this Plan, the Company shall have no obligation to deliver
any certificate or certificates upon exercise of an option until one of the
following conditions shall be satisfied:

         (i) The issuance of shares with respect to which the option has been
      exercised is at the time of the issue of such shares effectively
      registered under applicable Federal and state securities laws as now in
      force or hereafter amended; or


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         (ii) Counsel for the Company shall have given an opinion that the
      issuance of such shares is exempt from registration under Federal and
      state securities laws as now in force or hereafter amended; and the
      Company has complied with all applicable laws and regulations with respect
      thereto, including without limitation all regulations required by any
      stock exchange upon which the Company's outstanding Common Stock is then
      listed.

      12. Legend on Certificates. The certificates representing shares issued
pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

      13. Representation of Optionee. If requested by the Company, the
optionee shall deliver to the Company written representations and warranties
upon exercise of the option that are necessary to show compliance with Federal
and state securities laws, including representations and warranties to the
effect that a purchase of shares under the option is made for investment and not
with a view to their distribution (as that term is used in the Securities Act of
1933).

      14. Option Agreement. Each option granted under the provisions of this
Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted. The option agreement shall contain such terms, provisions and
conditions not inconsistent with this Plan as may be determined by the officer
executing it.

      15. Termination and Amendment of Plan. Options may no longer be granted
under this Plan after November 13, 2006, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding. The Board
may at any time terminate this Plan or make such modification or amendment
thereof as it deems advisable; provided, however, that the Board may not modify
or amend this Plan, without approval of the stockholders, if such approval is
required by the Federal securities laws or applicable regulatory authorities (at
the time of any such modification or amendment). Termination or any modification
or amendment of this Plan shall not, without consent of a participant, affect
his or her rights under an option previously granted to him or her.

      16. Withholding of Income Taxes. Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includible in the optionee's gross income.


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      17. Compliance with Regulations. It is the Company's intent that the
Plan comply in all respects with Rule 16b-3 under the Securities Exchange Act of
1934 (or any successor or amended provision thereof) and any applicable
Securities and Exchange Commission interpretations thereof. If any provision of
this Plan is deemed not to be in compliance with Rule 16b-3, the provision shall
be null and void.

      18. Governing Law. The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of the Commonwealth
of Massachusetts, without giving effect to the principles of conflicts of law
thereof.



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