SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ).
Filed by the registrant / x /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ x / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TEKTRONIX, INC.
_______________________________________________________________________
(Name of Registrant as Specified in Its Charter)
TEKTRONIX, INC.
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/ x / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
Not applicable
______________________________________________________
(2) Aggregate number of securities to which transaction applies:
Not applicable
______________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
Not applicable
______________________________________________________
(4) Proposed maximum aggregate value of transaction:
Not applicable
______________________________________________________
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
Not applicable
______________________________________________________
(2) Form, schedule or registration statement no.:
Not applicable
______________________________________________________
(3) Filing party:
Not applicable
______________________________________________________
(4) Date filed:
Not applicable
______________________________________________________
____________
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
August 3, 1994
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
Tektronix, Inc., which will be held on Thursday, September 22, 1994, at 10:30
a.m., at the Boston Harbor Hotel at Rowes Wharf, 70 Rowes Wharf, Boston,
Massachusetts.
The attached notice of meeting and proxy statement describe the matters to be
acted upon at the meeting.
It is important that your shares be represented and voted at the meeting
whether or not you plan to attend. Therefore, we urge you to complete the
enclosed proxy and return it in the envelope provided.
We look forward to greeting as many of our shareholders as possible.
Sincerely,
/s/ J.J. Meyer
Jerome J. Meyer
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON SEPTEMBER 22, 1994
To the Shareholders of Tektronix, Inc.:
The annual meeting of the shareholders of Tektronix, Inc., an Oregon
corporation, will be held in accordance with the bylaws on Thursday,
September 22, 1994, at 10:30 a.m., Eastern Time, at the Boston Harbor
Hotel at Rowes Wharf, 70 Rowes Wharf, Boston, Massachusetts, for the
following purposes:
1. Electing four directors;
2. Voting on approval of proposed amendments to the Company's
Stock Incentive Plan to increase the number of shares of Common
Stock reserved for issuance under the plan and make certain other
changes; and
3. Transacting such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on Monday,
August 1, 1994, will be entitled to notice of, and to vote at,
the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
John P. Karalis, Secretary
<PAGE>
TEKTRONIX, INC.
PROXY STATEMENT
The annual meeting of shareholders of Tektronix, Inc. (the
"Company" or "Tektronix") will be held Thursday, September 22,
1994, at 10:30 a.m., at the Boston Harbor Hotel at Rowes Wharf,
70 Rowes Wharf, Boston Massachusetts. The board of directors of
Tektronix has directed that this background material be supplied
to help you decide how to vote on the matters to come before the
meeting. The enclosed proxy is being solicited by the board. You
are invited to use that proxy to vote. The shares represented by
the enclosed proxy will be voted if the proxy is properly signed
and received before the meeting begins. Solicitation of proxies
on behalf of the board of directors may be made by mail, personal
interviews, telephone or facsimile by Tektronix officers and
employees. Tektronix has also retained Georgeson & Company Inc.
to assist in the solicitation of proxies from shareholders
(primarily brokers, banks and other institutional shareholders)
for a fee estimated at approximately $7,500 plus certain
expenses. The costs of such solicitation will be paid by the
Company. The approximate date this proxy statement and the
accompanying proxy form are first being sent to shareholders is
August 12, 1994.
Any person giving a proxy in the form accompanying this proxy
statement has the power to revoke it at any time before its
exercise. The proxy may be revoked by filing with the Secretary
of the Company an instrument of revocation or a duly executed proxy
bearing a later date. The proxy may also be revoked by affirmatively
electing to vote in person while in attendance at the meeting.
However, a shareholder who attends the meeting need not revoke the
proxy and vote in person unless he or she wishes to do so.
There were 30,103,851 Common Shares of the Company outstanding
at the close of business on August 1, 1994, the record date for the
annual meeting. Each Common Share is entitled to one vote.
Participants in the Tektronix 401(k) Plan ("401(k) Plan") have
the right to instruct the fiduciary of the plan (or a proxy) how
to vote shares allocated to their accounts. Participants in the
plan will receive a separate voting direction form on which they
may indicate their voting instructions.
1
<PAGE>
OWNERSHIP OF SHARES
The following table shows ownership of the Common Shares of the
Company on July 15, 1994 by each person who, to the knowledge of the
board of directors, owned beneficially more than five percent of the
Common Shares:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF APPROXIMATE
NAME BENEFICIAL OWNERSHIP <F1> PERCENT
_________________________________________________________________________
<S> <C> <C>
Quantum Industrial Partners LDC, 4,207,100 <F2> 13.99%
George Soros, and
Purnendu Chatterjee
c/o Soros Fund Management
888 Seventh Avenue
New York, NY 10106
FMR Corp. 3,126,014 <F3> 10.39%
82 Devonshire Street
Boston, MA 02109
____________
<FN>
<F1> 1. Shares held with sole investment and voting power unless otherwise
indicated.
<F2> 2. Quantum Industrial Partners LDC, George Soros, and Purnendu
Chatterjee have furnished the Company with a copy of an amended
Schedule 13D dated April 15, 1994, filed jointly with the
Securities and Exchange Commission. The Schedule 13D reports that
at April 15, 1994, (i) George Soros held 1,560,150 Common Shares
in his individual capacity, (ii) Purnendu Chatterjee had sole
voting and dispositive power over 777,750 Common Shares held by
him or a controlled entity, and (iii) Mr. Soros and Mr. Chatterjee
had shared voting and dispositive power over 1,869,200 Common Shares
held by Quantum Industrial Partners LDC, an investment fund as to
which an entity controlled by Mr. Soros is the investment advisor
and Mr. Chatterjee is a sub-advisor.
<F3> 3. FMR Corp. has furnished the Company with a copy of Schedule 13G dated
April 8, 1994, filed with the Securities and Exchange Commission.
The Schedule 13G reports that at March 31, 1994, FMR Corp. had sole
voting and dispositive power over 5,482 Common Shares and sole
dispositive power over 3,120,532 Common Shares held by investment
companies as to which a subsidiary of FMR Corp. is the investment
advisor, including 1,657,800 Common Shares held by Fidelity Magellan
Fund.
</TABLE>
2
<PAGE>
BOARD OF DIRECTORS
The board of directors currently consists of 11 members and immediately
preceding the annual meeting will consist of ten members. The board is
divided pursuant to the bylaws into three classes. One class is elected
each year for a three-year term. The term of office of Class II directors
expires at the 1994 annual meeting; the term of office of Class III directors
expires in 1995; and that of Class I directors expires in 1996 (and in all
cases, the terms of the directors will continue until their respective
successors are duly elected and have been qualified).
The board of directors met six times during the last fiscal year. Each
director attended at least 75% of the aggregate of the meetings of the board
of directors and of the committees of which he or she was a member except
for Mr. Hicks who attended 66% of such meetings.
Some important functions of the board are performed by committees
of directors. Committees are constituted by the board upon the recommendation
of the Chairman. The board has the power to change the responsibilities
assigned to any committee and to change the membership of any committee.
A brief description of the current board committees follows:
The EXECUTIVE COMMITTEE carries out, with certain exceptions, the
functions of the board of directors in the intervals between board meetings.
The Executive Committee met two times during the last fiscal year.
The AUDIT COMMITTEE recommends independent public accountants to be
appointed by the board of directors as auditors; reviews the Company's
annual consolidated financial statements; and consults from time to time
with management, the internal auditors and the Company's independent public
accountants to consider financial and accounting matters. The Audit Committee
met three times during the last fiscal year.
The Committee on Directors seeks qualified candidates to serve on
the Company's board of directors and recommends them for the board's
consideration. This committee assesses the board's capacity to fulfill
requirements of the board's policy with respect to director qualifications,
resources and experience, and performance and contribution. The Committee
also reviews the board's policy with respect to director qualifications,
board membership requirements, and directors' compensation and advises
the board on any recommendations for change. The Committee on Directors
will consider the names and qualifications of candidates for the board of
directors submitted by shareholders in accordance with the procedures
described on page 26 of this proxy statement. The Committee on Directors
met three times during the last fiscal year.
The ORGANIZATION AND COMPENSATION COMMITTEE approves salaries and
other compensation of corporate officers and administers the Company's
stock incentive plans and executive compensation plans. This includes
the granting of stock options, stock bonuses, cash bonuses and incentive
awards under these plans. This committee met seven times during the last
fiscal year.
3
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
Action will be taken at the 1994 annual meeting to elect three Class
II directors to serve until the 1997 annual meeting of shareholders and one
nominee for Class I to serve until the 1996 annual meeting. Those nominees,
as well as the Class I and Class III directors who are continuing to serve,
are listed below together with certain information about each of them. The
nominees for election at the 1994 annual meeting are Keith R. McKennon,
Jerome J. Meyer, William D. Walker, and A. Gary Ames. Messrs. McKennon,
Meyer and Walker have served as directors since 1991, 1990 and 1980,
respectively. Mr. Ames is not currently a director and is standing for
election at the annual meeting. Richard W. Sonnenfeldt, a director in
Class II, and Andrew V. Smith, a director in Class I, are retiring as
directors effective September 21, 1994 as a result of the Company's policy
of mandatory retirement for directors at age 70.
Directors are elected by a plurality of the votes cast by the shares
entitled to vote if a quorum is present at the annual meeting. Abstentions
and broker non-votes are counted for purposes of determining whether a
quorum exists at the annual meeting but are not counted and have no effect
on the determination of whether a plurality exists with respect to a given
nominee.
CLASS II (TERM ENDING 1997)
*KEITH R. MCKENNON, 60, is Chairman of the Board of PacifiCorp (a diversified
utility), a position he has held since February 1994. He also serves as
Chairman of the Board of Dow Corning Corporation (a chemicals manufacturer).
Mr. McKennon was Chairman and Chief Executive Officer of Dow Corning from
February 1992 until June 1993. Mr. McKennon served as President of Dow
Chemical U.S.A. from 1987 to 1990, and was Executive Vice President of The
Dow Chemical Company until his retirement in February 1992. Mr. McKennon
has been a director since 1991, and is chairman of the Committee on Directors
and a member of the Organization and Compensation Committee. He is a
director of PacifiCorp and Dow Corning Corporation.
*JEROME J. MEYER, 56, is Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Meyer has been a director since 1990,
and became President and Chief Executive Officer of the Company in
November 1990. Mr. Meyer was Corporate Vice President of Honeywell Inc.
(an electronics manufacturer) from August 1986 until April 1987, and
President and Chief Executive Officer of Honeywell Bull Inc., now known as
Bull HN Information Systems, Inc., from April 1987 until July 1988. He
returned to Honeywell Inc. in July 1988 and served as President of their
industrial business until joining Tektronix in November 1990. Mr. Meyer
serves on the Executive Committee and Committee on Directors. He is a
director of Esterline Technologies, Inc. and Portland General Corporation.
*WILLIAM D. WALKER, 63, is Vice Chairman of the Company, a position he has
held since 1991. He has been Chairman of the Board of Planar Systems, Inc.
(a flat-panel display manufacturer) since 1988, and has served as a director
since 1984. Mr. Walker served as President and Chief Operating Officer of
the Company from April 1990 until November 1990. From 1984 to 1987, Mr.
Walker was Chairman of the Board and Chief Executive Officer of Electro
Scientific Industries, Inc. (a laser systems manufacturer). Mr. Walker was
Executive Vice President of the Company from 1979 to 1984 and has served as
a director since 1980. He is a member of the Audit Committee, the Committee
on Directors and the Executive Committee. Mr. Walker is a director of
Planar Systems, Inc.
4
<PAGE>
CLASS III (TERM ENDING 1995)
A.M. GLEASON, 64, is Vice Chairman of PacifiCorp. Mr. Gleason became
President of PacifiCorp in 1985, and he was President and Chief Executive
Officer of PacifiCorp from January 1989 until February 1994. He has served
as a director since 1988 and is chairman of the Executive Committee and a
member of the Committee on Directors and the Organization and Compensation
Committee. He is a director of PacifiCorp, Blount, Inc., Fred Meyer, Inc.
and Comdial Corporation.
WAYLAND R. HICKS, 51, will become Chief Executive Officer and Vice Chairman
of Nextel Communications, Inc. (a wireless communications company) in
September 1994. Mr. Hicks has been Executive Vice President of Xerox
Corporation (a document processing company), since 1987. He has served as a
director since 1992 and is a member of the Audit Committee and the
Committee on Directors.
JEAN VOLLUM, 68, is the widow of Howard Vollum, co-founder of the Company.
Mrs. Vollum served as chairman of the Board of Trustees of the Tektronix
Foundation from May 1986 to May 1993. She has served as a director since
1986 and is a member of the Committee on Directors and the Organization
and Compensation Committee.
DELBERT W. YOCAM, 50, became President and Chief Operating Officer of the
Company in September 1992, and was elected a director in December 1992.
Mr. Yocam was Executive Vice President and Chief Operating Officer of Apple
Computer (a computer manufacturer) from 1986 to 1988, and President of its
Apple Pacific subsidiary until November 1989. Mr. Yocam was an independent
consultant from November 1989 until joining Tektronix in 1992. He is a
director of AST Research, Inc., Adobe Systems, Inc. and Oracle Corporation.
CLASS I (TERM ENDING 1996)
PAUL E. BRAGDON, 67, is President of the Medical Research Foundation of
Oregon, a position he has held since 1991. Mr. Bragdon was President of
Reed College from 1971 until he became President Emeritus on June 30, 1988.
From July 1988 until January 1991 he was Assistant to the Governor of the
State of Oregon for Education. Mr. Bragdon has served as a director since
1980 and is chairman of the Audit Committee and a member of the Organization
and Compensation Committee.
PAUL C. ELY, JR., 62, is a general partner of Alpha Partners (a venture
capital firm), a position he has held since July 1989. He has also served
as Chairman of the Board of The Ask Group, Inc. (a software database company)
since February 1994. Mr. Ely was Chairman and Chief Executive Officer of
Convergent Technologies (a computer manufacturer) from 1985 to 1989, and in
1989 he also served as Executive Vice President of Unisys Corporation (a
computer manufacturer). Mr. Ely has been a director since December 1992 and
he is a member of the Executive Committee. He is a director of
Parker-Hannifin Corporation and The Ask Group, Inc.
*A. GARY AMES, 49, a director nominee, is President and Chief Executive
Officer of U S WEST Communications (telecommunications), a position he has
held since January 1990. From April 1987 to January 1990, Mr. Ames was
President and Chief Executive Officer of Mountain Bell. He is a director of
Albertson's, Inc. and Donaldson Company, Inc.
____________
*Nominee for election at 1994 annual meeting.
5
<PAGE>
The following table sets forth the beneficial ownership of Common
Shares of the Company by the directors and director nominee, certain
executive officers and by all executive officers and directors as a group
as of July 15, 1994:
<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES <F1><F2> PERCENT
________________________________________________________________________
<S> <C> <C>
A. Gary Ames 1,000 *
Paul E. Bragdon 3,011 <F3> *
Paul C. Ely, Jr. 2,829 <F4> *
A. M. Gleason 3,411 <F5> *
Wayland R. Hicks 1,961 *
Keith R. McKennon 2,571 *
Jerome J. Meyer 391,454 <F6> 1.30%
Andrew V. Smith 4,029 *
Richard W. Sonnenfeldt 2,329 <F7> *
Jean Vollum 978,968 <F8> 3.25%
William D. Walker 116,350 <F9> *
Delbert W. Yocam 112,372 <F10> *
Carl W. Neun 151,893 <F11> *
John P. Karalis 73,659 <F12> *
John W. Vold 48,446 <F13> *
All directors and executive 2,170,502 <F14> 7.21%
officers as a group
(21 individuals)
____________
* Less than one percent.
<FN>
<F1> 1. Unless otherwise indicated, each individual has sole voting and
investment power with respect to these shares.
<F2> 2. Includes shares issued under the Company's Stock Compensation Plan
for Non-Employee Directors, including unvested shares issued as follows:
Messrs. Bragdon, Gleason and Walker and Mrs. Vollum, 965 shares each;
Messrs. Ely and Sonnenfeldt, 1,464 shares each; Mr. Hicks, 1,177 shares;
Mr. McKennon, 629 shares; and Mr. Smith, 483 shares. Individuals have
sole voting power with respect to these shares.
<F3> 3. Includes 600 shares owned by Mr. Bragdon jointly with his wife.
<F4> 4. These shares are held in trust for Mr. Ely.
<F5> 5. Includes 1,000 shares held by Mr. Gleason's wife, with respect to which
Mr. Gleason disclaims beneficial ownership.
<F6> 6. Includes (i) stock options for 225,000 shares that are currently
exercisable or become exercisable before September 14, 1994 under the
Company's Stock Incentive Plan; (ii) 100,000 performance shares and
bonus shares that are subject to forfeiture to the Company under certain
conditions; and (iii) 1,027 shares held under the 401(k) Plan with
respect to which Mr. Meyer has voting but no investment power.
<F7> 7. Includes 865 shares held in trust for Mr. Sonnenfeldt.
<F8> 8. Includes (i) 950,968 shares held in trust for Mrs. Vollum, with Mrs.
Vollum as trustee with sole investment and voting power; and (ii) 28,000
shares held in trust for a member of Mrs. Vollum's family, with Mrs.
Vollum as the sole trustee, for which Mrs. Vollum disclaims beneficial
ownership.
<F9> 9. Includes (i) 200 shares held by Mr. Walker's wife, with respect to which
Mr. Walker disclaims beneficial ownership, as well as 53,359 shares held
in trust for members of Jean Vollum's family, with Mr. Walker as one of
three trustees, with respect to which Mr. Walker disclaims beneficial
ownership; and (ii) stock options for 10,000 shares that are currently
exercisable or become exercisable before September 14, 1994 under the
Company's Stock Incentive Plan.
6
<PAGE>
<F10>10. Includes (i) stock options for 41,000 shares that are currently
exercisable or become exercisable before September 14, 1994 under the
Company's Stock Incentive Plan; (ii) 70,500 performance shares and bonus
shares that are subject to forfeiture to the Company under certain
conditions; and (iii) 872 shares held under the 401(k) Plan with respect
to which Mr. Yocam has voting but no investment power.
<F11>11. Includes (i) stock options for 80,000 shares that are currently
exercisable or become exercisable before September 14, 1994 under the
Company's Stock Incentive Plan; (ii) 71,334 performance shares and
bonus shares that are subject to forfeiture to the Company under certain
conditions; and (iii) 559 shares held under the 401(k) Plan with respect
to which Mr. Neun has voting but no investment power.
<F12>12. Includes (i) stock options for 17,000 shares that are currently
exercisable or become exercisable before September 14, 1994 under the
Company's Stock Incentive Plan; (ii) 50,000 performance shares and bonus
shares that are subject to forfeiture to the Company under certain
conditions; and (iii) 630 shares held under the 401(k) Plan with respect
to which Mr. Karalis has voting but no investment power.
<F13>13. Includes (i) stock options for 27,000 shares that are currently
exercisable or become exercisable before September 14, 1994 under the
Company's Stock Incentive Plan; (ii) 13,500 performance shares and bonus
shares that are subject to forfeiture to the Company under certain
conditions; and (iii) 846 shares held under the 401(k) Plan with respect
to which Mr. Vold has voting but no investment power.
<F14>14. Includes (i) 9,077 shares held by the Company for the account of
non-employee directors pursuant to the Stock Compensation Plan for
Non-Employee Directors; (ii) stock options for 552,300 shares that are
currently exercisable or become exercisable before September 14, under
the Company's stock option plans (including the Stock Incentive Plan);
(iii) 422,334 shares that have been granted subject to forfeiture under
certain conditions pursuant to the Company's Stock Incentive Plan;
(iv) 7,631 shares held under the 401(k) Plan with respect to which
officers and directors have voting but no investment power; and
(v) 82,559 shares owned by, or in trust for, members of the families
of officers and directors, of which such officers and directors
disclaim beneficial ownership.
</TABLE>
DIRECTORS' COMPENSATION. Directors who are not employees of the
Company receive an annual retainer of $20,000 (plus an additional $3,000 for
a committee chairman, except for the chairman of the Executive Committee,
and $8,000 for members of the Executive Committee). In 1990 the board
adopted a Stock Compensation Plan for Non-Employee Directors providing that
$7,500 of the current annual retainer be paid in Tektronix Common Shares.
Under this plan, non-employee directors of the Company are awarded $37,500
worth of the Company's Common Shares every five years. Non-employee
directors having fewer than five years of service remaining before reaching
retirement age receive stock awards equivalent to $7,500 for each remaining
year. Shares awarded under this plan are subject to forfeiture over the
five-year period following the award (or shorter period to retirement) if the
recipient ceases to be a director. The shares awarded under the plan are
purchased in the market with funds supplied by the Company, and the
certificates are then held by the Company until the forfeiture restrictions
lapse. Directors have voting and dividend rights with respect to the shares.
Directors who are not employees of the Company also receive $1,200 for each
meeting of the board of directors attended and $900 for each committee
meeting attended, with the exception of committee meetings held during the
time normally scheduled for a board meeting. Directors who are employees
of the Company receive no separate compensation as directors.
In March 1994 the board adopted a Non-Employee Directors' Deferred
Compensation Plan. Under this plan, directors who are not employees may
elect to have all or part of their annual cash retainers and meeting fees
credited to a deferred compensation cash account. Amounts credited to the
account will accrue interest based on the 10-year U.S. Treasury Notes rate
adjusted at the end of each calendar quarter. Such deferred amounts will
be paid in a single lump-sum payment or in up to five equal annual
installments to commence in January after the director ceases to serve on
the board or becomes age 65 or older, as specified.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information for the
Chief Executive Officer and each of the next four most highly compensated
executive officers of the Company during the last fiscal year ("Named
Officers") for services rendered in all capacities for the last three fiscal
years.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
_________________________________ __________________________
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS COMPENSATION
POSITION YEAR ($) <F1> ($) <F2> ($) <F3> ($) <F4> (#) ($)<F5>
________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Jerome J. Meyer 1994 $521,923 $338,160 $ 25,050 $ 0 50,000 $244,993 <F6>
Chairman and 1993 500,000 24,750 6,900 499,987 <F7> 50,000 13,983
Chief Executive 1992 511,923 149,564 - 499,983 <F7> 50,000 692
Officer
Delbert W. Yocam 1994 $425,000 $228,002 $ 15,375 <F8> $ 0 40,000 $ 13,896
President and Chief 1993 302,404 229,330 580,428 <F8> 1,312,500 <F9> 192,000 11,410
Operating Officer 1992 - - - - - -
Carl W. Neun 1994 $350,000 $126,569 $ 66,643 <F10> $ 0 25,000 $ 13,300
Vice President and 1993 60,577 27,281 136,998 <F11> 540,000 <F12> 185,000 2,181
Chief Financial 1992 - - - - - -
Officer
John P. Karalis 1994 $225,000 $166,680 $ 85,567 <F13> $ 0 13,000 $ 9,433
Vice President, 1993 138,269 50,880 59,201 <F13> 486,250 <F14> 31,000 6,631
Corporate 1992 - - - - 0 -
Development and
Secretary
John W. Vold 1994 $230,000 $129,664 $ 8,400 $ 0 13,000 $ 10,018
Vice President and 1993 221,923 62,505 13,800 0 11,000 9,714
President, Pacific 1992 197,788 32,507 - 340,000 <F15> 0 338
Operations
____________
<FN>
<F1> 1. Includes compensation deferred at the election of the executive under
the Company's 401(k) Plan.
<F2> 2. Includes (i) amounts paid or deferred under the Annual Performance
Improvement Plan; (ii) for 1994, special cash bonus amounts; (iii) for
1993 and 1994, amounts paid under the Company's Results Sharing Plan;
and (iv) for 1992, cash amounts paid or deferred under the Company's
Profit Sharing Plan. The Profit Sharing Plan was replaced by the
Results Sharing Plan effective May 31, 1992.
<F3> 3. Includes dividends paid on performance shares subject to forfeiture
restrictions. Does not include certain personal benefits not required
to be disclosed. Information for years before 1993 is not required to
be disclosed.
<F4> 4. Represents the fair market value on the grant date multiplied by the
number of shares granted. Represents stock bonus awards that are
subject to forfeiture only if certain continued employment conditions
are not satisfied ("Time-based Awards"), and does not include awards
subject to performance conditions which are reported in the Long-Term
Incentive Plans table below. Dividends on Time-based Awards are
retained by the Company and paid, with interest, upon vesting of the
awards.
<F5> 5. Except as otherwise indicated, represents amounts contributed by the
Company under the Company's 401(k) Plan.
8
<PAGE>
<F6> 6. Includes $228,930, which represents nonrefundable costs incurred by the
Company in connection with a split dollar life insurance arrangement
which provides certain retirement and death benefits to Mr. Meyer.
See "Employment Arrangements."
<F7> 7. Represents 23,255 stock bonus shares granted in 1992 and 23,668 stock
bonus shares granted in 1993, in each case subject to one-year vesting
from the date of grant. At May 28, 1994, none of Mr. Meyer's shares
covered by Time-based Awards remained subject to forfeiture
restrictions.
<F8> 8. Includes moving and relocation expenses paid by the Company in
connection with Mr. Yocam's relocation to Oregon.
<F9> 9. Represents 60,000 stock bonus shares subject to three-year vesting
based on continued employment, except that vesting is accelerated upon
termination without cause, death or disability. At May 28, 1994,
40,000 of Mr. Yocam's shares covered by Time-based Awards (with a fair
market value of $1,150,000) remained subject to forfeiture restrictions.
<F10> 10. Includes moving and relocation expenses paid by the Company in
connection with Mr. Neun's relocation to Oregon.
<F11> 11. Includes moving and relocation expenses paid by the Company and a cash
hiring bonus paid to Mr. Neun in connection with his employment.
<F12> 12. Represents 20,000 stock bonus shares granted in 1993 subject to
three-year vesting based on continued employment, except that vesting
is accelerated upon termination without cause, death or disability.
At May 28, 1994, 13,334 of Mr. Neun's shares covered by Time-based
Awards (with a fair market value of $383,353) remained subject to
forfeiture restrictions.
<F13> 13. Includes a housing allowance and personal travel expenses paid by the
Company.
<F14> 14. Represents 20,000 stock bonus shares granted in 1993 subject to
two-year vesting based on continued employment, except that vesting is
accelerated upon termination without cause, death or disability. At
May 28, 1994, 10,000 of Mr. Karalis' shares covered by Time-based
Awards (with a fair market value of $287,500) remained subject to
forfeiture restrictions.
<F15> 15. Represents 20,000 stock bonus shares granted in 1992 subject to
two-year vesting. At May 28, 1994, none of Mr. Vold's shares covered
by Time-based Awards remained subject to forfeiture restrictions.
</TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options awarded
to Named Officers under the Company's Stock Incentive Plan during the last
fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
______________________________________________________
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#) <F1> FISCAL YEAR ($/Sh) DATE ($) <F2>
___________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jerome J. Meyer 50,000 6.6% $27.60 6/22/03 $270,000
Delbert W. Yocam 40,000 5.3% 27.60 6/22/03 $216,000
Carl W. Neun 25,000 3.3% 27.60 6/22/03 $135,000
John P. Karalis 13,000 1.7% 27.60 6/22/03 $ 70,200
John W. Vold 13,000 1.7% 27.60 6/22/03 $ 70,200
____________
<FN>
<F1> 1. Each of the options is a premium stock option granted at 120% of the
fair market value on June 15, 1993 pursuant to the Company's Executive
Long-Term Incentive Compensation Program. Accordingly, the stock price
must increase 20% from the price at the date of grant before any value
can be realized by the optionee. Each option becomes exercisable
9
<PAGE>
to the extent of 50% of the shares on each of June 15, 1994 and June 15,
1995, and the optionee may exercise the option provided that the
optionee has been continuously employed by the Company or one of its
subsidiaries. Under the terms of the Company's Stock Incentive Plan,
each of the options is subject to accelerated vesting in the event of a
future change in control of the Company or the occurrence of certain
events indicating an imminent change in control of the Company. Upon
such acceleration, the optionee has the right to cause the Company to
repurchase the option for a cash amount generally equal to the excess
of the highest purchase price paid in connection with the transactions
indicating a change in control or potential change and the option price.
Under the Stock Incentive Plan vesting is also accelerated upon the
death or disability of the optionee. In addition, with respect to
options held by Messrs. Meyer, Neun and Karalis, vesting will be
accelerated if the optionee is terminated without cause prior to
February 2, 1996.
<F2> 2. Although the Company believes that it is not possible to place a value
on an option, in accordance with the rules of the Securities and
Exchange Commission, the Company has used a modified Black-Scholes
model of option valuation to estimate grant date present value. The
assumptions used to estimate the grant date present value of the
options in this table were volatility (31.61%), risk-free rate of return
(5.96%), dividend yield (2.61%), and time to exercise (10 years), with
the resulting value reduced by 29.2% to reflect the risks of forfeiture
and early termination of the options. The actual value realized, if
any, may vary significantly from the values estimated by this model.
Any future values realized will ultimately depend upon the excess of the
stock price over the exercise price on the date the option is exercised.
</TABLE>
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
The following table indicates (i) stock options exercised by the
Named Officers during the last fiscal year; (ii) the number of shares
subject to exercisable (vested) and unexercisable (unvested) stock options
as of May 28, 1994; and (iii) the fiscal year-end value of "in-the-money"
unexercised options.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
OF SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END <F1> <F2>
ACQUIRED VALUE ____________________________ ____________________________
NAME ON EXERCISE REALIZED <F1> EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Jerome J. Meyer 0 0 200,000 100,000 $2,411,250 $ 462,500
Delbert W. Yocam 50,000 $603,125 21,000 161,000 $ 93,450 $1,064,450
Carl W. Neun 0 0 67,500 142,500 $ 165,375 $ 281,625
John P. Karalis 0 0 10,500 33,500 $ 31,975 $ 61,925
John W. Vold 0 0 20,500 18,500 $ 166,975 $ 39,425
____________
<FN>
<F1> 1. The value realized or the unrealized value of in-the-money options at
year-end represents the aggregate difference between the market value
on the date of exercise, or at May 28, 1994 in the case of the
unrealized values, and the applicable exercise prices.
<F2> 2. "In-the-money" options are options whose exercise price was less than
the market price of Common Shares at May 28, 1994.
</TABLE>
10
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The following table provides information on long-term performance
awards granted to Named Officers under the Company's Stock Incentive Plan
during the last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
SHARES, UNITS OR OTHER NON-STOCK PRICE-BASED PLANS
OR OTHER PERIOD UNTIL ___________________________________
NAME RIGHTS(#) MATURATION OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#)
___________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jerome J. Meyer 25,000 <F1> 6/93 - 5/96 5,000 25,000 43,750
52,000 <F2> 3/94 - 2/96 0 52,000 52,000
Delbert W. Yocam 8,500 <F1> 6/93 - 5/96 1,700 8,500 14,875
Carl W. Neun 7,000 <F1> 6/93 - 5/96 1,400 7,000 12,250
40,000 <F2> 3/94 - 2/96 0 40,000 40,000
John P. Karalis 4,000 <F1> 6/93 - 5/96 800 4,000 7,000
30,000 <F2> 3/94 - 2/96 0 30,000 30,000
John W. Vold 4,000 <F1> 6/93 - 5/96 800 4,000 7,000
____________
<FN>
<F1> 1. Awards are Performance Share awards under the Company's Executive
Long-Term Incentive Compensation Program as described below under
"Organization and Compensation Committee Report on Executive
Compensation." At the time of the award, the target levels of shares
were issued as restricted shares upon which dividends are paid
currently. With respect to the awards made to Messrs. Meyer, Neun and
Karalis, the continued employment requirements for vesting of the
awards will be waived if the recipient is terminated without cause
prior to February 2, 1996.
<F2> 2. Awards are special restricted stock bonus grants related to the
achievement of certain goals with respect to repositioning the Company
and improving shareholder value as described more fully below under
"Organization and Compensation Committee Report on Executive
Compensation." Dividends on these awards are retained by the Company
and will be paid, with interest, upon vesting of the awards.
</TABLE>
PENSION PLAN
Under the Company's Pension Plan, the Company is required to contribute
amounts sufficient to fund specified retirement benefits for covered
employees. Benefits are calculated on the basis of an employee's final
average pay and length of service. Final average pay generally means
the average of the employee's five highest consecutive annual base pay
rates during the last ten years of employment. Benefits are payable
upon normal (age 65), early (age 55) or late (after age 65) retirement
or death. In general, an employee with 25 years of credited service or
more who retires at age 65 will be entitled to receive an annuity for
life equal to 25 percent of the employee's final average pay.
Employees who are officers or directors of the Company participate in
the Pension Plan on the same basis as other employees. Employees of
The Grass Valley Group, Inc., participate in a similar pension plan.
Employees outside the U.S. are covered under different retirement plans
varying from country to country. The following table sets forth
estimated annual benefits under the Pension Plan and the Retirement
Equalization Plan (described below) for employees of the Company at
retirement at various assumed years of service and levels of final
average pay based upon retirement at age 65 and the payment of a
straight life annuity to the employee. The years of credited service
and final average pay for Pension Plan purposes as of May 28, 1994 for
the Named Officers are as follows: Mr. Meyer - 3.6 years and $507,500;
Mr. Yocam - 1.7 years and $425,000 ; Mr. Neun - 1.2 years and $350,000;
Mr. Karalis - 1.8 years and $225,000; and Mr. Vold - 3.3 years and
$206,250.
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<PAGE>
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits
Final Credit Years of Service
Average Pay 5 10 15 20 25 or more
_____________________________________________________________________________
<S> <C> <C> <C> <C> <C>
$175,000 $ 8,750 $ 17,500 $ 26,250 $ 35,000 $ 43,750
200,000 10,000 20,000 30,000 40,000 50,000
225,000 11,250 22,500 33,750 45,000 56,250
250,000 12,500 25,000 37,500 50,000 62,500
300,000 15,000 30,000 45,000 60,000 75,000
350,000 17,500 35,000 53,500 70,000 87,500
400,000 20,000 40,000 60,000 80,000 100,000
500,000 25,000 50,000 75,000 100,000 125,000
600,000 30,000 60,000 90,000 120,000 150,000
700,000 35,000 70,000 105,000 140,000 175,000
</TABLE>
The Retirement Equalization Plan is a supplemental plan to the Company's
Pension Plan to provide covered officers with the total amount of retirement
income that they would otherwise receive under the Pension Plan but for
certain ceilings imposed by certain sections of the Internal Revenue Code on
retirement benefits. Information regarding supplemental retirement
arrangements with Mr. Meyer, Mr. Yocam and Mr. Neun are described under
Employment Arrangements on page 13.
Prior to May 28, 1989, the Company's Pension Plan provided that an
employee with 25 years of credited service or more who retired at age 65,
in general, would be entitled to an annuity for life equal to 40 percent of
the employee's final average pay less 50 percent of the employee's primary
social security benefit. The plan was changed effective May 28, 1989 to
provide the benefits described above. Employees who had an accrued pension
benefit on May 27,1989 will be entitled to receive benefits, to the extent
accrued through that date, calculated under the old formula rather than the
new formula. Under this provision, certain of the Named Officers, as well as
certain other employees, could receive up to 130 percent of the applicable
amount set forth in the table, based on current annual base pay rates, under
the Pension Plan or the Retirement Equalization Plan for certain highly paid
employees.
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
Certain key employees of the Company, including Messrs. Meyer, Yocam,
Neun, Karalis and Vold, have Executive Severance Agreements with the Company
pursuant to which the employee would receive severance pay in the event that
his or her employment is terminated by the Company other than for cause,
death or disability. Upon such termination, the employee would receive a
severance payment generally equal to his or her annual base salary (except
that Mr. Meyer would receive twice his annual base salary), benefits under
certain of the Company's incentive plans prorated for the portion of the year
during which the employee was a participant and certain outplacement and
insurance benefits. If Mr. Neun or Mr. Karalis is terminated without cause,
dies or becomes disabled prior to February 2, 1996, he (or his estate) will
be entitled to a severance payment equal to twice his annual base salary.
No benefits are payable under the Executive Severance Agreement if the
employee receives severance payments under any other agreement with the
Company. Mr. Meyer's Executive Severance Agreement has been amended to
obligate the Company to continue to make payments required under Mr. Meyer's
split dollar insurance arrangement until Mr. Meyer reaches age 64
notwithstanding any prior termination of employment. See "Employment
Arrangements."
Certain key employees of the Company, including Messrs. Meyer, Yocam,
Neun, Karalis and Vold, have employment agreements with the Company pursuant
to which, in the event of a tender or exchange offer for more than 25 percent
of the Company's outstanding stock, the employee has agreed to remain with
the Company until such offer has been terminated or abandoned or a change in
control of the Company has occurred. Except for this agreement by the
12
<PAGE>
employee to remain so employed by the Company, either the Company or
the employee may terminate the employment at any time, subject to the
Company's obligation to provide benefits specified in the agreement
following a change in control. The agreements continue in effect until
December 31, 1994, and are generally automatically renewed on an annual
basis. Prior to a change in control, the Company may terminate any of
the agreements (other than the agreement with Mr. Meyer) if there is a change
in the employee's position other than as a result of a promotion. In the
event the employee is terminated within 24 months following a change in
control, the employee is entitled to a cash severance payment equal to three
times his annual base salary based on the salary in effect prior to
termination and certain relocation and insurance benefits. However, such
amounts will not be payable if termination is due to death, normal
retirement or voluntary action of the employee other than for good reason,
or by the Company for cause or permanent disability.
EMPLOYMENT ARRANGEMENTS
In connection with his employment as Chairman and Chief Executive
Officer, which began in November 1990, the Company agreed to provide Jerome
J. Meyer with supplemental retirement benefits which, together with
retirement benefits from his previous employer and amounts payable under
the Company's Pension Plan and Retirement Equalization Plan, would result
in an annual retirement benefit upon retirement at age 62 equal to 50% of
his final average pay, which for this purpose is the average of the annual
cash compensation received by him during each of his final five years.
Total annual retirement benefits at reduced levels, but not less than
$225,000 per year, are payable upon earlier retirement. In 1993 the Company
entered into a split dollar life insurance arrangement designed to fund a
substantial portion of this supplemental retirement obligation. Amounts paid
by the Company under this split dollar arrangement are included in the
Summary Compensation Table.
In connection with his employment as President, which began in
September 1992, the Company agreed to pay Delbert W. Yocam an annual salary
of $425,000 during his second and third years with the Company and to pay
these amounts in the event of death, disability or termination without cause.
In accordance with this employment agreement, Mr. Yocam was guaranteed during
his second and third years a minimum leverage percentage under the Company's
Annual Performance Improvement Plan so that performance at target would
result in a payment equal to 50% of his base pay. Mr. Yocam is entitled to
supplemental retirement benefits in the event that he retires at age 62.
The amount of the annual benefits will be equal to his final average cash
compensation multiplied by his years of service multiplied by .0275, less
certain benefits under the Company's Pension Plan, Retirement Equalization
Plan and 401(k) Plan. Retirement benefits at a lower level are payable in
the event Mr. Yocam retires at age 55 with five years of service.
In connection with his employment as Vice President and Chief Financial
Officer, which began in March 1993, the Company has agreed to provide Carl W.
Neun with supplemental retirement benefits which, together with amounts
payable under the Company's Pension Plan and Retirement Equalization Plan,
would result in an annual retirement benefit equal to a percentage of his
final average pay, which for this purpose is the average of the annual cash
compensation received by him during each of his final five years. The
percentage of final average pay payable as a total annual retirement benefit
ranges from 35% upon retirement at age 55 to 55% upon retirement at age 62.
The Company expects to fund a portion of Mr. Neun's supplemental retirement
benefits through a proposed split dollar life insurance arrangement similar
to the arrangement entered into for Mr. Meyer. In accordance with his
employment agreement, Mr. Neun was guaranteed a minimum of $140,000 under
the Company's Annual Performance Improvement Plan for the first 12 months
of his employment.
13
<PAGE>
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
ORGANIZATION AND COMPENSATION COMMITTEE
The Organization and Compensation Committee of the board of
directors (the "Committee") consists of five outside directors.
Pursuant to authority delegated by the board of directors, the
Committee approves compensation of executive officers, including
the chief executive officer. The Committee is also responsible
for developing executive compensation programs and administering
the Company's stock incentive and executive compensation plans.
OVERALL POLICY
The board of directors and the Committee believe that the
Company's total executive compensation programs should be related
to corporate performance and improvement in shareholder value.
The Company has developed a total compensation strategy that ties
a significant portion of executive compensation to achievement of
pre-established financial results and appreciation of the
Company's common stock price. The primary objectives of these
executive compensation programs are to:
. Attract and retain talented executives;
. Motivate executives to achieve long-term business strategies
while achieving near-term financial targets;
. Align executive performance with Tektronix' goals for
delivering shareholder value; and
. Provide incentive for consistently achieving Tektronix' goal
for returns on investment.
The Company has base pay, annual incentive and long-term
incentive compensation programs for its executives, as well as
retirement and 401(k) plans. These programs are designed both to
support the Company's stated compensation policy and to offer
compensation that is competitive with compensation offered by
companies of similar size and complexity within the electronics
and similar industries. The Committee uses comparative
information from a group of companies in the electronics industry
for establishing executive compensation and Company performance
goals. The Committee also relies on advice from outside
compensation and benefits consultants.
BASE SALARIES
Base salaries for executive officers are initially determined by
evaluating the responsibilities of the position and the experience of
the individual, and by reference to the competitive marketplace for
corporate executives, including a comparison to base salaries for
comparable positions at other similarly sized electronics companies.
Salaries are generally in the middle range of salaries at the
comparable companies.
Annual salary adjustments are determined by evaluating the
performance of the Company and each executive officer, and also
take into account any new responsibilities as well as salaries
for comparable positions at peer companies. In the case of an
executive officer with responsibility for a particular business
unit, such unit's financial results are also considered. The
Committee, when appropriate, also considers non-financial
performance measures that focus attention on improvement in
management processes such as inventory turns, timely new product
introductions and development of key contributors.
14
<PAGE>
ANNUAL PERFORMANCE IMPROVEMENT PLAN; SPECIAL BONUSES
Tektronix' executive officers are eligible to participate in the
Company's Annual Performance Improvement Plan, an annual cash
incentive compensation plan. For the last fiscal year, Company
and, where appropriate, business unit performance objectives were
established at the beginning of the fiscal year. Participants'
performance measurements had established thresholds, targets and
maximums that determined the amount of cash payments under the
plan. The Company's performance objectives for the last fiscal
year were specified levels of net sales and of operating income
(excluding nonrecurring items at the discretion of the Committee).
Individual performance objectives for an executive officer with
responsibility for a particular business unit included financial
objectives for the unit. Incentive target performance is based on
the Company's annual operating plan approved by the board of
directors. For the last fiscal year, financial measures
represented 100 percent of the basis for any incentive award to
an executive officer provided by the plan. The minimum level of
operating income required in order for payments to be made to
executive officers was selected to ensure that executive officers
would not receive incentive payments under this plan if employees
generally did not receive Results Sharing Plan payments under the plan
described below (except that certain executive officers were guaranteed
minimum payments pursuant to their employment agreements). The
Committee establishes target incentive opportunities based on the
responsibilities of the position, the ability of the position to
impact financial and corporate goals and a comparison of
incentives provided to comparable positions at other similarly
sized electronics companies, with incentives targeted in the
middle range of the comparable companies.
For fiscal 1994, the Committee determined to pay cash bonuses to
selected executive officers in addition to the amounts calculated
under the Annual Performance Improvement Plan. These special
bonuses were paid based on subjective determinations by the
Committee that significant achievements had been made in meeting
corporate objectives during the year that were not adequately
reflected in the awards calculated under the Annual Performance
Improvement Plan.
RESULTS SHARING PLAN
Most regular employees of Tektronix participate in the Results
Sharing Plan. Benefits from the Results Sharing Plan are based on
consolidated operating income, to the extent that operating
income before results sharing and other incentives (excluding
nonrecurring items at the discretion of the Committee) exceeds a
threshold amount that is determined in advance for each year.
Accordingly, in contrast to the Profit Sharing Plan it replaced,
the Results Sharing Plan requires employees to produce a
predetermined threshold of operating income for the shareholders
before receiving any benefits. For the last fiscal year, the
threshold established was $17 million of operating income for
each fiscal quarter. Payments, calculated as a percent of base
pay, would range upward from zero at the threshold; at $34
million the payments would have been calculated as six percent of
base pay. Payments under this plan are made quarterly.
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PROGRAM
In December 1992 the Committee adopted the Executive Long-Term
Incentive Compensation Program to provide an incentive and reward
key, selected executives for improving total shareholder value.
The Committee expects that awards will be made annually to
selected executives under this program. This program was adopted
to align executive long-term interests with the interests of
shareholders and the performance of Company operations. The
Executive Long-Term Incentive Compensation Program is comprised
of two elements: stock
15
<PAGE>
options issued at a premium over fair market value and stock
grants issued with three-year performance vesting (performance
shares). The options and performance shares are issued
pursuant to the Company's Stock Incentive Plan.
Participant awards (including awards to the chief executive
officer) reflect job responsibilities and estimated long-term
incentive values based in part on compensation data from a
comparative group of electronics companies. Awards under this
program are designed to provide compensation opportunities in the
high range of values for similar positions in the electronics
industry, but also with high levels of performance required to
receive these values. Of the total estimated award value, one
half is awarded in premium stock options and the remaining half
in performance shares.
PREMIUM STOCK OPTIONS are granted at an exercise price that is
higher than the fair market value on the date of the grant. The
Committee will determine annually the amount of premium added to
the stock's fair market value. This determination, while not
pursuant to a specific formula, includes factors such as the
Company's recent and expected performance, the volatility of the
Company's stock and the potential price appreciation determined
by using an option pricing model. Options awarded in June 1993
had a 20 percent premium over fair market value; these options
have a ten-year term and vest two years from the grant date (50%
at the completion of each year of employment). Prior to December
1992, the Company granted stock options to executives at fair
market value, and the Company continues to grant stock options at
fair market value to new executive officers as a further
inducement to join the Company.
PERFORMANCE SHARES are granted contingent upon the Company's
performance over a three-fiscal-year period and upon the
executive officer remaining in the same position with the Company
during this period (except in the case of death or disability or
a change in position approved by the Committee). The performance
shares granted during the last fiscal year relate to Company
performance during the fiscal years ending in 1994, 1995 and
1996. The performance measurements are average return on equity
and relative total shareholder return. Average return on equity
is defined as the three-year average consolidated net income
divided by the three-year average consolidated book value.
Relative total shareholder return is defined as total stock price
appreciation plus dividends paid during the three-year
performance period divided by the initial stock price. Tektronix
compares its total shareholder return to a group of electronics
companies selected by the Committee. The shares will be earned
based on the Company's performance during the three-year period.
Any performance shares that are not earned will be forfeited to
the Company. If the Company's average return on equity and total
shareholder return exceed certain levels, the executive would
earn performance shares equal to 1.75 multiplied by the number of
original performance shares (or an equivalent amount in cash at
the election of the Company). The Company also grants stock
bonuses contingent on continued employment with the Company or
performance objectives to new executive officers as a further
inducement to join the Company.
From time to time the Company also grants stock bonuses to
executive officers contingent on specific performance objectives
relating to that executive officer's position. In March 1994 the
Company made special restricted stock bonus grants to certain
executive officers which are subject to forfeiture if, in the
discretion of the Committee, the Company shall not have
successfully implemented its plan for repositioning the Company
and improving shareholder value by achieving specified strategic
goals by February 2, 1996. A determination may be made that none,
some or all of the shares have been earned or forfeited. The
awards are also subject to the executive officer being
continuously employed by the Company except in the event of
termination without cause, death or disability. The awards were
made to help retain the executive officers during the Company's
period of transition and restructuring and to provide specific
incentives relating to the achievement of the Company's strategic
goals.
16
<PAGE>
RETIREMENT PLANS
The Company makes contributions for eligible employees (including
executive officers) under its Pension Plan (see "Pension Plan") and
its 401(k) Plan. Under the 401(k) Plan, eligible employees may
elect to have up to 15 percent of their pay contributed to
the plan. The Company makes matching contributions equal to 60
percent of the elective contributions that do not exceed five
percent of the participant's compensation, subject to tax
limitations. The Company also makes fixed contributions equal to
two percent of the participant's compensation. All fixed and
matching contributions by the Company are invested entirely in
Common Shares of the Company.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as
adopted in 1993, limits to $1,000,000 per person the amount that the
Company may deduct for compensation paid to any of its most
highly compensated officers in any year after fiscal 1994. The
levels of salary and annual cash bonus generally paid by the
Company do not exceed this limit. The $1,000,000 cap on
deductibility will not apply to compensation that qualifies as
"performance-based compensation". Under proposed regulations,
performance-based compensation includes compensation received
through the exercise of a non-statutory stock option that meets
certain requirements. This option exercise compensation is equal
to the excess of the market price at the time of exercise over
the option price and, unless limited by Section 162(m), is
generally deductible by the Company. It is the Company's current
policy generally to grant options that meet the requirements of
the proposed regulations. The Company's Stock Incentive Plan is
proposed to be amended to meet one of those requirements. See
"Proposal to Amend the Stock Incentive Plan."
The Stock Incentive Plan is also proposed to be amended to
permit compensation received on vesting of awards similar to the
performance share awards that have been made under the Company's
Executive Long-Term Incentive Compensation Program to qualify as
"performance-based compensation" under the proposed regulations.
However, in light of the recent adoption of Section 162(m) and
the lack of final regulations thereunder, the Committee has not
yet determined its policy with respect to the qualification of
future performance share awards as performance-based
compensation.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In September 1993, the Committee set Jerome J. Meyer's salary at
$530,000, an increase of 6 percent and the first salary increase
since Mr. Meyer joined the Company in November 1990. With respect
to Mr. Meyer's salary increase, the Committee took into account a
comparison of base salaries of chief executive officers of peer
companies, the Company's success in meeting its performance
objectives, the performance of the Company's common stock, and
the assessment by the Committee of Mr. Meyer's individual
performance and contributions. The Committee believes that Mr.
Meyer's annual base salary falls within the middle range of
salaries for similar positions at similar companies. Mr. Meyer's
participation under the Annual Performance Improvement Plan
(APIP) for the last fiscal year was tied to the Company achieving
pre-established levels of net sales and operating income before
results sharing and other incentives. The Committee believes that
Mr. Meyer's targeted APIP level was within the middle range of
bonus opportunities for similar positions at similar companies.
Mr. Meyer's APIP payment for the last fiscal year was $262,414.
Mr. Meyer also received a special bonus of $60,000 based
on the achievement of
17
<PAGE>
corporate objectives during the year. Mr. Meyer received
payments under the Results Sharing Plan equal to 2.9 percent of
his base pay in accordance with the terms of the plan applicable
to all employees. In June 1993 Mr. Meyer was granted premium
stock options for 50,000 shares, and in September 1993 Mr. Meyer
was granted 25,000 performance shares pursuant to the criteria
described above with respect to the Executive Long-Term Incentive
Compensation Program. In March 1994 Mr. Meyer was granted
52,000 performance shares under the special restricted stock
bonus grants discussed above.
Committee report submitted by:
Andrew V. Smith, Chairman
Paul E. Bragdon
A.M. Gleason
Kieht R. McKennon
Jean Vollum
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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The graph below compares the cumulative total shareholder return
on the Company's Common Shares with the Standard & Poor's 500 Stock Index
and the Standard & Poor's High Technology Composite Index. The graph
assumes $100 invested on May 27, 1989 in Tektronix Common Shares and
$100 invested at that time in each of the S&P indexes. Although Tektronix
does not have a dividend reinvestment plan, the comparison assumes that
all dividends are reinvested.
[Performance graph located here. Points plotted on the graph are shown
below.]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100.00 116.42 130.08 142.93 159.43 166.15
High Tech Composite 100.00 111.19 111.49 112.51 129.57 145.41
Tektronix 100.00 63.49 103.33 89.96 107.00 140.52
</TABLE>
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ITEM 2.
PROPOSAL TO AMEND THE
STOCK INCENTIVE PLAN
In 1989 the board of directors adopted and the shareholders
approved the Stock Incentive Plan (the "Incentive Plan"). The
Incentive Plan provided for the reservation of Common Shares of
the Company (subject to adjustment for changes in capitalization)
for issuance pursuant to the Incentive Plan in the amount of
3,000,000 Common Shares plus any shares available for grant under
the 1982 Stock Option Plan (the "1982 Plan") and the Key Employee
Stock Bonus Plan, or that may subsequently become available for
grant under such plans through the expiration, termination,
forfeiture or cancellation of awards under such plans. The
Incentive Plan provides for the grant of Incentive Stock Options,
non-statutory stock options, stock appreciation rights, cash
bonus rights, performance units, the award of stock bonuses and
the sale of restricted stock. At June 15, 1994, 2,609,102 shares
were subject to outstanding options and stock bonuses and
1,061,546 shares were available for future grants. There were
also 553,712 shares subject to outstanding options under the 1982
Plan as of June 15, 1994. The Company does not intend to make any
further grants under the 1982 Plan.
PROPOSED AMENDMENTS
The board of directors believes that the availability of stock
options and related incentives is an important factor in the
Company's ability to attract and retain experienced and competent
employees and to provide an incentive for them to exert their
best efforts on behalf of the Company. The Incentive Plan
provides flexibility in determining the nature of the incentives
to be awarded employees. Because at June 15, 1994 there were only
1,061,546 Common Shares available for future grants under the
Incentive Plan, the board of directors has proposed an amendment
to the Incentive Plan which, if approved by shareholders, would
reserve an additional 1,500,000 Common Shares of the Company
(subject to adjustment for changes in capitalization) for future
grants under the Incentive Plan. Pursuant to a stock repurchase
program first announced in March 1993, the Company repurchased
during the last fiscal year 1,337,900 Common Shares in the open
market for the purpose of offsetting future share issuances from
the exercise of options under the Incentive Plan.
In addition, in response to the proposed regulations under new
Section 162(m) of the Internal Revenue Code of 1986, the board of
directors has approved amendments to the Incentive Plan, subject
to shareholder approval, to (i) establish per-employee limits on
grants of options and stock appreciation rights under the plan of
500,000 shares for new hires and 200,000 shares annually
otherwise, and (ii) permit the grant of stock and dollar awards
that will qualify as "performance-based compensation" under the
proposed regulations. See "Tax Consequences."
Certain provisions of the Incentive Plan are summarized below.
The complete text of the Incentive Plan, as proposed to be
amended, is attached to this proxy statement as Appendix A.
DESCRIPTION OF STOCK INCENTIVE PLAN
ELIGIBILITY. All employees of the Company and its subsidiaries,
including employees who are officers or directors, are eligible
to be selected for awards under the Incentive Plan.
ADMINISTRATION. The Incentive Plan is administered by the
Organization and Compensation Committee of the board of directors
(the "Committee"). If the Committee ceases to administer the
plan, the administrative action described below will be taken by
the board of directors. The Committee may promulgate rules and
regulations for the operation of the plan, will interpret the
plan and related agreements and will generally supervise the
administration of the plan. The Committee will determine the
employees to whom awards will be made under the Incentive Plan,
the amount of the awards and the other terms and conditions of
20
<PAGE>
the awards. Among other actions, the Committee may advance the
lapse of any waiting period, accelerate any exercise date and
waive or modify any restriction with respect to an award. The
Committee may also give an employee an election to surrender an
existing award in exchange for the grant of a new award.
TERM OF PLAN. The Incentive Plan will continue until all shares
available for issuance under the Incentive Plan have been issued
and all restrictions on such shares have lapsed. The board of
directors has the power to suspend or terminate the Incentive
Plan at any time. The board of directors may also modify or amend
the Incentive Plan at any time.
STOCK OPTIONS. Stock options may be granted to employees under
the Incentive Plan. The Committee will determine the employees to
whom options will be granted, the option price, the number of
shares to be covered by each option, the period of each option
and the times at which options may be exercised and whether the
option is an Incentive Stock Option (intended to meet all of the
requirements of an Incentive Stock Option as defined in Section
422 of the Internal Revenue Code of 1986, as amended) or a
non-statutory option. If the option is an Incentive Stock Option,
the option price cannot be less than 100 percent of the fair
market value of the Common Shares on the date of grant. The total
number of shares which may be issued under the plan upon exercise
of Incentive Stock Options may not exceed 4,500,000 shares
(subject to adjustment for changes in capitalization). If an
optionee of an Incentive Stock Option at the time of grant owns
stock possessing more than 10 percent of the combined voting
power of the Company, the option price may not be less than 110
percent of the fair market value of the Common Shares on the date
of grant. If the option is a non-statutory stock option, the
option price cannot be less than 50 percent of the fair market
value of the Common Shares on the date of the grant. As proposed
to be amended, the Incentive Plan will provide that no employee
may be granted options or stock appreciation rights under the
Plan for more than an aggregate of 500,000 shares in connection
with hiring of the employee or 200,000 shares in any fiscal year
otherwise. The Incentive Plan limits the amount of Incentive
Stock Options that may vest under the plan in any year to
$100,000 per employee, based on the fair market value on the
grant date of shares covered by such options. For purposes of
options and stock appreciation rights, the fair market value of
Common Shares is deemed to be the closing price of the shares as
reported in the NYSE-Composite Transactions in The Wall Street
Journal, or such other reported value of the Common Shares as
shall be specified by the Committee, on the trading day preceding
the date for which the fair market value is determined. No
monetary consideration is paid to the Company upon the granting
of options. On August 1, 1994, the closing price of the
Common Shares as reported in the NYSE Composite Transactions in
The Wall Street Journal was $31.125 per share.
At the time of option grant or thereafter the Committee may
provide that an optionee who exercised an option with Common
Shares of the Company shall automatically receive a new option to
purchase additional shares equal to the number of shares
surrendered and the Committee may specify the terms and
conditions of the new options.
Options may be granted for varying periods established at the
time of grant (not to exceed 10 years from the date of the grant
for Incentive Stock Options) and are nontransferable except on
death of the holder. Options are exercisable in accordance with
the terms of an option agreement entered into at the time of the
grant. Options may be exercised only while an optionee is in the
employ of the Company or one of its subsidiaries or within three
months following termination of employment or within one year
after the death of the optionee. If the termination of employment
is as a result of death or disability, the option may be
exercised free of any limitations on the amount which may be
purchased in any one year specified in the option agreement. If
the employment of the optionee terminates when the optionee is
eligible for retirement under the Tektronix Pension Plan (the
optionee is age 55 or older), other than as a result of death or
disability, the outstanding options and with the approval of the
Committee, stock appreciation rights, held by the optionee may be
exercised by the optionee
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<PAGE>
at any time prior to the expiration
date of the option, the expiration of five years after the date
of such termination, or the expiration of three months after the
optionee's death following termination, whichever is the shortest
period, but only if and to the extent the optionee was entitled
to exercise the option at the date of termination of employment.
The Committee may cancel such options and stock appreciation
rights of the retiree at any time prior to exercise unless
certain conditions are satisfied concerning rendering services
for a competitor, nondisclosure of confidential information and
assignment of inventions. The Incentive Plan provides that upon a
termination of employment the Committee may extend the exercise
period for any period up to the expiration date of the option and
may increase the portion of the option that is exercisable. The
purchase price for shares purchased pursuant to the exercise of
options must be paid in cash, including cash that may be the
proceeds of a loan from the Company, or with the consent of the
Committee, in whole or in part in Common Shares, restricted
stock, performance units or other contingent awards, deferred
compensation credits and other forms of consideration. With the
consent of the Committee, an optionee may request the Company to
apply the shares to be received on exercise of a portion of an
option to satisfy the option price for additional portions of the
option until the entire option is exercised. Upon the exercise of
an option, the number of shares subject to the option and the
number of shares available for issuance under the Incentive Plan
are reduced by the number of shares with respect to which the
option is exercised. Option shares which are not purchased prior
to the expiration, termination or cancellation of the options are
again available for future awards under the plan.
STOCK APPRECIATION RIGHTS. Stock appreciation rights ("SARs")
may be granted to employees under the Incentive Plan. SARs may,
but need not, be granted in connection with an option grant or an
outstanding option previously granted under the Incentive Plan. A
SAR gives the holder the right to payment from the Company of an
amount equal in value to the excess of the fair market value on
the date of exercise of one Common Share of the Company over its
fair market value on the date of grant or, if granted in
connection with an option, the option price per share under the
option to which the SAR relates, times the number of shares
covered by the SAR or option, or portion thereof, which is
surrendered. The holder does not pay the Company anything upon
grant or exercise of a SAR (other than tax withholding amounts
upon exercise).
A SAR is exercisable only at the time or times established by
the Committee. If a SAR is granted in connection with an option, it
is exercisable only to the extent and on the same conditions that
the related option is exercisable. No SAR granted to an officer
or director can be exercised during the first 6 months after the
date of grant. Payment by the Company upon exercise of a SAR may
be made in Common Shares of the Company valued at fair market
value, or in cash, or partly in stock and partly in cash, as
determined by the Committee. The Committee may withdraw any SAR
granted under the Incentive Plan at any time and may impose any
conditions upon the exercise of a SAR or adopt rules and
regulations from time to time affecting the rights of holders of
SARs. If a SAR is not exercised prior to the expiration,
termination or cancellation of the SAR, the unissued shares
subject to the SAR are again available for issuance under the
plan.
The existence of SARs, as well as certain bonus rights described
below, will require charges to the Company's income over the life
of the right based upon the amount of appreciation, if any, in
the market value of the Common Shares of the Company over the
exercise prices of shares subject to exercisable SARs or bonus
rights.
Cash payments for SARs do not reduce the number of shares
reserved for issuance under the plan.
STOCK BONUSES. The Committee may award Common Shares of the
Company to employees as a stock bonus under the Incentive Plan.
The Committee will determine the employees to receive stock
bonuses, the number of shares to be awarded and the time of the
award. No cash consideration (other than tax withholding amounts)
will be paid by employees to the Company in connection with stock
bonuses. Shares received as a stock bonus are subject to
22
<PAGE>
the terms, conditions and restrictions determined by the Committee.
Restrictions may include restrictions concerning transferability
and forfeiture of the shares. Stock bonus shares which are
forfeited to the Company are again available for issuance under
the plan.
RESTRICTED STOCK. The Incentive Plan provides that the Company
may issue restricted shares to employees in such amounts, for
such consideration (including promissory notes and services),
subject to such restrictions and on such terms as the Committee
may determine. Restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the
shares. No restricted shares may be issued for consideration that
is less than 50 percent of the fair market value of the Common
Shares at the time of issuance. Restricted shares which are
forfeited to or repurchased by the Company are again available
for issuance under the plan.
CASH BONUS RIGHTS. The Committee may grant cash bonus rights
under the Incentive Plan in connection with (i) option grants and
SARs, (ii) stock bonus awards and (iii) restricted stock sales
under the Incentive Plan. Bonus rights may be used to provide
cash to employees for the payment of taxes in connection with
awards under the Incentive Plan. Bonus rights granted in
connection with options entitle the optionee to a cash bonus if
and when the related option is exercised or terminates in
connection with the exercise of a SAR related to the option. If
the shares are purchased on the exercise of an option, the amount of
the bonus is equal to the difference between the aggregate
exercise price of the surrendered option and the fair market
value of shares subject to the option on the exercise date,
multiplied by a bonus percentage determined by the Committee not
to exceed 75 percent. If an optionee exercises a related SAR in
connection with the termination of an option, the bonus amount is
determined by multiplying the total fair market value of the
shares and cash received upon exercise of the SAR by the
applicable bonus percentage. Bonus rights granted in connection
with stock bonuses entitle the recipient to a cash bonus, in an
amount determined by the Committee, at the time the shares are
awarded or at such time as any restrictions to which the shares
are subject lapse. Bonus rights granted in connection with
restricted stock purchases entitle the recipient to a cash bonus
in an amount determined by the Committee, payable as determined
by the Committee. Bonus rights granted in connection with
restricted stock purchases or stock bonuses terminate in the
event that restricted stock is repurchased by the Company or
forfeited by the holder pursuant to the restrictions. The payment
of a cash bonus does not reduce the number of shares reserved
under the plan.
PERFORMANCE-BASED AWARDS. As proposed to be amended, the
Incentive Plan will include, in place of the previous section
authorizing performance units, a new Section 11 on awards
("Performance-based Awards") designed to respond to the proposed
regulations under new Section 162(m) of the Internal Revenue Code
of 1986, as amended. Under this proposed amendment, the Committee
may grant Performance-based Awards denominated either in Common
Shares or in dollar amounts. All or part of the awards will be
earned if performance goals established by the Committee for the
period covered by the award are met and the employee satisfies
any other restrictions established by the Committee. The
performance goals will be expressed as one or more targeted
levels of performance with respect to one or more of the
following objective measures with respect to the Company or any
subsidiary, division or other unit of the Company: earnings,
earnings per share, total shareholder return (stock price
increase plus dividends), return on equity, return on assets,
revenues, operating income, inventories, inventory turns, cash
flows or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, and restructuring and special
charges. Performance-based Awards may be paid in cash or Common
Shares and may be made as awards of restricted shares subject to
forfeiture if performance goals are not satisfied, as determined
by the Committee. No employee may receive in any fiscal year
Performance-based Awards denominated in Common Shares under which
more than 100,000 shares may be issued or Performance-based
Awards denominated in dollars under which more than $750,000 may
be paid. The payment of a Performance-based Award in cash will
not reduce the number of shares reserved under the plan.
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<PAGE>
ACCELERATION IN CERTAIN EVENTS. The Incentive Plan provides for
accelerated vesting of options and SARs granted under the
Incentive Plan in the event of a future change in control of the
Company or the occurrence of certain events indicating an
imminent change in control of the Company as specified in the
Incentive Plan. Upon such an acceleration, holders of options
have the right to have the Company repurchase such options for
cash, and SARs shall be exercisable only for cash. The repurchase
price of options and the amount payable upon exercise of SARs is
calculated according to a formula set forth in the Incentive Plan
and is generally equal to the excess of the highest purchase
price paid in connection with the transactions indicating a
change in control or potential change and the option price. The
special acceleration provision may, in certain circumstances,
tend to discourage attempts to take over the Company.
FOREIGN QUALIFIED GRANTS. Awards under the plan may be granted
to employees who are residing in foreign jurisdictions, and the
Committee may adopt such supplements to the plan as may be
necessary to comply with local laws and to afford participants
favorable treatment under such laws, provided that no award may
be granted under any such supplement with terms which are more
beneficial to the participants than are permitted by the plan.
CORPORATE MERGERS. The Committee may make awards under the
Incentive Plan that have terms and conditions that vary from
those specified in the plan when such awards are granted in
substitution for, or in connection with the assumption of,
existing awards made by another corporation and assumed or
otherwise agreed to be provided for by the Company in connection
with a corporate merger or other similar transaction to which the
Company or a subsidiary is a party.
TAX CONSEQUENCES
Certain options authorized to be granted under the Incentive Plan
are intended to qualify as "Incentive Stock Options" for federal
income tax purposes. Under federal income tax law currently in
effect, the optionee will recognize no income upon grant or
exercise of the Incentive Stock Option. If an employee exercises
an Incentive Stock Option and does not dispose of any of the
option shares within two years following the date of grant and
within one year following the date of exercise, then the gain
will be realized only upon subsequent disposition of the shares.
If an employee disposes of shares acquired upon exercise of an
Incentive Stock Option before the expiration of either the
one-year holding period or the two-year waiting period, any
amount realized will be taxable for federal income tax purposes
in the year of such disqualifying disposition to the extent that
the lesser of the fair market value of the shares on the exercise
date or the fair market value of the shares on the date of
disposition exceeds the option price. The Company will not be
allowed any deduction for federal income tax purposes at either
the time of the grant or exercise of an Incentive Stock Option.
Upon any disqualifying disposition by an employee, the Company
will be entitled to a deduction to the extent the employee
realizes income.
Certain options authorized to be granted under the Incentive Plan
will be treated as non-statutory stock options for federal income
tax purposes. Under federal income tax law presently in effect,
no income is realized by the grantee of a non-statutory option
pursuant to the Incentive Plan until the option is exercised. At
the time of exercise of a non-statutory option, the optionee will
realize income, and the Company will generally be entitled to a
deduction, in the amount by which the market value of the shares
subject to the option at the time of exercise exceeds the
exercise price. The Company's deduction is conditioned upon
withholding on the income amount. Upon the sale of shares
acquired upon exercise of a non-statutory option, the excess of
the amount realized from the sale over the market value of the
shares on the date of exercise will be taxable.
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<PAGE>
An employee who receives stock in connection with the performance
of services will generally realize taxable income at the time of
receipt unless the shares are substantially nonvested for
purposes of Section 83 of the Internal Revenue Code of 1986, as
amended. Absent an election under Section 83(b), an employee who
receives substantially nonvested stock in connection with
performance of services will realize taxable income in each year
in which a portion of the shares substantially vest. The Company
will be entitled to a tax deduction in the amount includible as
income by the employee at the same time or times as the employee
recognizes income with respect to the shares. The Company's
deduction is conditioned upon withholding upon the income amount.
A participant who receives a cash bonus right under the plan will
generally recognize income equal to the amount of a cash bonus
paid at the time of receipt, and the Company will generally be
entitled to a deduction equal to the income recognized by the
participant.
Section 162(m) of the Internal Revenue Code of 1986, as adopted
in 1993, limits to $1,000,000 per person the amount that the
Company may deduct for compensation paid to any of its most
highly compensated officers in any year after fiscal 1994. Under
proposed regulations, compensation received through the exercise
of an option or stock appreciation right or through other
performance-based awards will not be subject to the $1,000,000
limit if the option, stock appreciation right or other award and
the plan meet certain requirements. One such requirement for
options and stock appreciation rights is that shareholders
approve per-employee limits on the number of shares as to which
options and stock appreciation rights may be granted, as proposed
in this proposal. For other performance-based awards,
shareholders must approve the performance criteria upon which
award payouts will be based and the maximum amount payable under
awards, both of which are set forth in the proposed new Section
11 of the Incentive Plan on Performance-based Awards. Another
requirement for options and stock appreciation rights is that the
exercise price be not less than fair market value of the Common
Shares on the date of grant. Other requirements of the proposed
regulations for Performance-based Awards are that objective
performance goals and the amounts payable upon achievement of the
goals be established and that no discretion be retained to
increase the amount payable under the awards. Lastly, a
requirement for all awards is that the award be granted by a
committee of at least two outside directors. The Company believes
that if this proposal is approved by shareholders, compensation
received on exercise of options and stock appreciation rights or
on vesting of Performance-based Awards granted under the
Incentive Plan in compliance with all of the above requirements
will not be subject to the $1,000,000 deduction limit.
RECOMMENDATION OF BOARD OF DIRECTORS
The board of directors recommends approval of the proposed
amendments to the Incentive Plan. The proposal will be approved
by the shareholders if the holders of a majority of the shares
present and entitled to vote at the meeting vote for the
proposal. Abstentions and broker non-votes will therefore have
the same effect as "no" votes in determining whether the proposal
is approved. The enclosed proxy will be voted in accordance with
the instructions specified in the space provided on the proxy
form. If no instructions are given, proxies will be voted for
approval of the proposal.
AUDITORS
The board of directors has selected Deloitte & Touche as the
Company's independent auditors for the current fiscal year.
Representatives of Deloitte & Touche will be present at the
annual meeting, will have the opportunity to make a statement if
they so desire and will be available to respond to appropriate
questions.
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<PAGE>
OTHER MATTERS
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Section 16(a)
of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten
percent of the Common Shares to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Executive officers,
directors and beneficial owners of more than ten percent of the
Common Shares are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms received by the
Company and on written representations from certain reporting
persons that they have complied with the relevant filing
requirements, the Company believes that all filing requirements
applicable to its executive officers and directors were complied
with during the last fiscal year, except that one transaction was
omitted in error from the July 1993 Form 4 submitted on behalf of
Daniel W. Castles, Vice President, and was subsequently reported
on an Amended Form 4.
SHAREHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT.
Shareholders wishing to submit proposals for inclusion in the
Company's proxy statement for the 1995 annual meeting of
shareholders must submit the proposals for receipt by the Company
not later than April 6,1995.
SHAREHOLDER PROPOSALS NOT IN THE COMPANY'S PROXY STATEMENT.
Shareholders wishing to present proposals for action at this
annual meeting or at another shareholders' meeting must do so in
accordance with the Company's bylaws. A shareholder must give
timely notice of the proposed business to the Secretary. To be
timely, a shareholder's notice must be in writing, delivered or
mailed (postage prepaid) to and received by the Secretary not
less than 50 days nor more than 75 days prior to the meeting,
provided, however, that if less than 65 days' notice or prior
public disclosure of the date of the meeting is given to
shareholders, notice by the shareholder, to be timely, must be
received by the Secretary not later than the close of business on
the tenth day following the earlier of the day on which such
notice of the date of the meeting was mailed or public disclosure
was made. For each matter the shareholder proposes to bring
before the meeting, the notice to the Secretary must include: (a)
a brief description of the business desired to be brought before
the meeting and the reasons for conducting the business at the
meeting, (b) the name and record address of the shareholder
proposing the business, (c) the number of Common Shares of the
Company which are beneficially owned by the shareholder and (d)
any material interest of the shareholder in the business to be
brought before the meeting. The chairman of the meeting may, if
the facts warrant, determine and declare that the business was
not properly brought before the meeting in accordance with the
Company's bylaws.
SHAREHOLDER NOMINATIONS FOR DIRECTORS. Shareholders wishing to
directly nominate candidates for the board of directors at an
annual meeting must do so in writing, in accordance with the
Company's bylaws, delivered or mailed (postage prepaid) to and
received by the Secretary not less than 50 nor more than 75 days
prior to any meeting of shareholders called for the election of
directors, provided, however, that if less than 65 days' notice or
prior public disclosure of the date of the meeting is given to
shareholders, the nomination must be received by the Secretary
not later than the close of business on the tenth day following
the earlier of the day on which the notice of the meeting was
mailed or such public disclosure was made. The notice shall set
forth: (a) the name and address of the shareholder who intends to
make the nomination, (b) the name, age, business address and, if
known, residence address of each nominee, (c) the principal
occupation or employment of each nominee, (d) the number of
Common Shares of the Company which are beneficially owned by each
nominee and by the nominating shareholder, (e) any other
information concerning the nominee that must be disclosed of
nominees in proxy solicitations pursuant to Regulation 14A of the
Securities Exchange Act of 1934, and (f) the executed consent of
each nominee to serve as a director of the Company if elected.
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<PAGE>
Shareholders wishing to make any director nominations at any
special meeting of shareholders held for the purpose of electing
directors must do so, in accordance with the bylaws, by
delivering timely notice to the Secretary setting forth the
information described above for annual meeting nominations. To be
timely, the notice must be given (a) if given by any shareholder
who made a demand for the meeting, concurrently with the delivery
of such demand, and (b) otherwise, not later than the close of
business on the 10th day following the day on which the notice of
the special meeting was mailed. Such notices of nominations at
annual or special meetings shall include a signed consent to
serve as a director of the Company if elected. The chairman of
the meeting of shareholders may, if the facts warrant, determine
that a nomination was not made in accordance with the proper
procedures. If the chairman does so, the chairman shall so
declare to the meeting and the defective nomination shall be
disregarded.
While the Notice of Annual Meeting of Shareholders provides for
the transaction of such other business as may properly come
before the meeting, the board of directors has no knowledge of
any matters to be presented at the meeting other than those
referred to herein. However, the enclosed proxy gives
discretionary authority in the event that any other matters
should be presented.
INFORMATION AVAILABLE TO SHAREHOLDERS
THE COMPANY'S 1994 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS
WITH THIS PROXY STATEMENT. COPIES OF THE 1994 ANNUAL REPORT AND
THE FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL
SCHEDULES, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY
BE OBTAINED WITHOUT CHARGE FROM THE SECRETARY, P.O. BOX 1000,
WILSONVILLE, OREGON 97070-1000.
BY ORDER OF THE BOARD OF DIRECTORS
John P. Karalis, Secretary
August 3, 1994
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Appendix A
Proposed Amended
Tektronix, Inc.
Stock Incentive Plan*
1. Purpose. The purpose of this Stock Incentive Plan (the
"Plan") is to enable Tektronix, Inc. (the "Company"), to attract
and retain as employees people of initiative and ability and to
provide additional incentives to employees.
2. Shares Subject to the Plan. Subject to adjustment as
provided below and in paragraph 13, the shares to be offered
under the Plan shall consist of Common Shares of the Company, and
the total number of Common Shares that may be issued under the
Plan shall not exceed [3,000,000] 4,500,000 Common Shares plus
any shares that are available for grant under the Company's 1982
Stock Option Plan and the Company's Key Employee Stock Bonus Plan
or that may subsequently become available for grant under such
plans through the expiration, termination, forfeiture or
cancellation of awards under such plans. The shares issued under
the Plan may be authorized and unissued shares or reacquired
shares. If an option, stock appreciation right or
PERFORMANCE-BASED AWARD [performance unit] granted under the Plan
expires, terminates or is cancelled, the unissued shares subject
to such option, stock appreciation right or PERFORMANCE-BASED
AWARD [performance unit] shall again be available under the Plan.
If shares sold or ISSUED [awarded] as a bonus OR
PERFORMANCE-BASED AWARD under the Plan are forfeited to the
Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan shall become effective when
adopted by the Board of Directors. However, no option or stock
appreciation right [or performance unit] granted under the Plan
shall become exercisable until the Plan is approved by the
affirmative vote of the holders of a majority of the Common
Shares represented at a shareholders meeting at which a quorum is
present and any awards under the Plan prior to such approval
shall be conditioned on and subject to such approval. Subject to
this limitation, options AND [,] stock appreciation rights [and
performance units] may be granted and shares may be awarded as
bonuses OR PERFORMANCE-BASED AWARDS or sold under the Plan at any
time after the effective date and before termination of the Plan.
(b) Duration. The Plan shall continue in effect until all
shares available for issuance under the Plan have been issued and
all restrictions on such shares have lapsed. The Board of
Directors may suspend or terminate the Plan at any time except
with respect to options, PERFORMANCE-BASED AWARDS [performance
units] and shares subject to restrictions then outstanding under
the Plan. Termination shall not affect any outstanding options,
any right of the Company to repurchase shares or the
forfeitability of shares issued under the Plan.
4. Administration.
(a) Board of Directors. The Plan shall be administered by
the Board of Directors of the Company, which shall determine and
designate from time to time the employees to whom awards shall be
made, the amount of the awards and the other terms and conditions
of the awards.
____________
*Note: Matter in bold face is proposed new matter; matter in
brackets and italics is matter proposed to be deleted.
(Note for electronic filing: This Appendix A has been altered so that
proposed new matter appears in all capital letters. Matter proposed
to be deleted appears in brackets.)
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Subject to the provisions of the Plan, the Board of Directors may from
time to time adopt and amend rules and regulations relating to administration
of the Plan, advance the lapse of any waiting period, accelerate any exercise
date, waive or modify any restriction applicable to shares (except those
restrictions imposed by law) and make all other determinations in the judgment
of the Board of Directors necessary or desirable for the administration of the
Plan. The interpretation and construction of the provisions of the Plan and
related agreements by the Board of Directors shall be final and conclusive.
The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into
effect, and it shall be the sole and finaljudge of such expediency.
(b) Committee. The Board of Directors may delegate to a
committee of the Board of Directors (the "Committee") any or all
authority for administration of the Plan. If authority is
delegated to a Committee, all references to the Board of
Directors in the Plan shall mean and relate to the Committee
except that only the Board of Directors may amend or terminate
the Plan as provided in paragraphs 3 and 16.
5. Types of Awards; Eligibility; Limitations on Certain Awards.
The Board of Directors may, from time to time, take the following
action, separately or in combination, under the Plan: (i) grant
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as
provided in paragraph 6(b); (ii) grant options other than
Incentive Stock Options ("Non-Statutory Stock Options") as
provided in paragraph 6(c); (iii) award stock bonuses as provided
in paragraph 7; (iv) sell shares subject to restrictions as
provided in paragraph 8; (v) grant stock appreciation rights as
provided in paragraph 9; (vi) grant cash bonus rights as provided
in paragraph 10; (vii) grant PERFORMANCE-BASED AWARDS
[performance units] as provided in paragraph 11 and (viii) grant
foreign qualified awards as provided in paragraph 12. Any such
awards may be made to employees, including employees who are
officers or directors, of the Company or its subsidiaries. The
Board of Directors shall select the employees to whom awards
shall be made. The Board of Directors shall specify the action
taken with respect to each employee to whom an award is made
under the Plan. At the discretion of the Board of Directors, an
employee may be given an election to surrender an award in
exchange for the grant of a new award. NO EMPLOYEE MAY BE GRANTED
OPTIONS OR STOCK APPRECIATION RIGHTS UNDER THE PLAN FOR MORE THAN
AN AGGREGATE OF 500,000 COMMON SHARES IN CONNECTION WITH THE
HIRING OF THE EMPLOYEE OR 200,000 COMMON SHARES IN ANY FISCAL
YEAR OTHERWISE.
6. Option Grants.
(a) Grant. The Board of Directors may grant options
under the Plan. With respect to each option grant, the Board of
Directors shall determine the number of shares subject to the
option, the option price, the period of the option, the time or
times at which the option may be exercised and whether the option
is an Incentive Stock Option or a Non-Statutory Stock Option. At
the time of the grant of an option or at any time thereafter, the
Board of Directors may provide that an optionee who exercised an
option with Common Shares of the Company shall automatically
receive a new option to purchase additional shares equal to the
number of shares surrendered and may specify the terms and
conditions of such new options.
(b) Incentive Stock Options. Incentive Stock Options
shall be subject to the following terms and conditions:
(i) No employee may be granted Incentive Stock
Options under the Plan such that the aggregate fair market value,
on the date of grant, of the Common Shares with respect to which
Incentive Stock Options are exercisable for the first time by
that
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employee during any calendar year under the Plan and under any other
incentive stock option plan (within the meaning of Section 422 of the
Code) of the Company or any parent or subsidiary of the Company exceeds
$100,000.
(ii) An Incentive Stock Option may be granted under
the Plan to an employee possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or of any
parent or subsidiary of the Company only if the option price is at least
110 percent of the fair market value of the Common Shares subject to
the option on the date it is granted, as described in paragraph 6(b)(iv),
and the option by its terms is not exercisable after the expiration of
five years from the date it is granted.
(iii) Subject to paragraphs 6(b)(ii) and 6(d), Incentive
Stock Options granted under the Plan shall continue in effect for
the period fixed by the Board of Directors, except that no
Incentive Stock Option shall be exercisable after the expiration
of 10 years from the date it is granted.
(iv) The option price per share shall be determined by
the Board of Directors at the time of grant. Except as provided in
paragraph 6(b)(ii), the option price shall not be less than 100 percent
of the fair market value of the Common Shares covered by the Incentive
Stock Option at the date the option is granted. The fair market value
shall be deemed to be the closing price of the Common Shares as reported
in the NYSE Composite Transactions in The Wall Street Journal on the day
preceding the date the option is granted, or if there has been no sale on
that date, on the last preceding date on which a sale occurred, or such
other reported value of the Common Shares as shall be specified by the
Board of Directors.
(v) No Incentive Stock Option shall be granted on or
after the tenth anniversary of the effective date of the Plan.
(vi) The Board of Directors may at any time without the
consent of the optionee convert an Incentive Stock Option to a
Non-Statutory Stock Option.
(vii) Subject to adjustment as provided in paragraph 13,
the total number of Common Shares that may be issued under the
Plan upon exercise of Incentive Stock Options shall not exceed
[3,000,000] 4,500,000 shares.
(c) Non-Statutory Stock Options. The option price for
Non-Statutory Stock Options shall be determined by the Board of
Directors at the time of grant. The option price may not be less
than 50 percent of the fair market value of the shares on the
date of grant. The fair market value of shares covered by a
Non-Statutory Stock Option shall be determined pursuant to
paragraph 6(b)(iv).
(d) Exercise of Options. Except as provided in paragraph
6(f), no option granted under the Plan may be exercised unless at
the time of such exercise the optionee is employed by the Company
or any subsidiary of the Company and shall have been so employed
continuously since the date such option was granted. Absence on
leave or on account of illness or disability under rules
established by the Board of Directors shall not, however, be
deemed an interruption of employment for this purpose. Except as
provided in paragraphs 6(f), 13 and 14, options granted under the
Plan may be exercised from time to time over the period stated in
each option in such amounts and at such times as shall be
prescribed by the Board of Directors, provided that options shall
not be exercised for fractional shares. Unless otherwise
determined by the Board of Directors, if the optionee does not
exercise an option in any one year with respect to the full
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number of shares to which the optionee is entitled in that year,
the optionee's rights shall be cumulative and the optionee may
purchase those shares in any subsequent year during the term of
the option. Unless otherwise determined by the Board of
Directors, if an officer subject to Section 16 of the Securities
Exchange Act of 1934 (an "Officer") or a director exercises an
option within six months of the grant of the option, the shares
acquired upon exercise of the option may not be sold until six
months after the date of grant of the option.
(e) Nontransferability. Each Incentive Stock Option and,
unless otherwise determined by the Board of Directors with
respect to an option granted to a person who is neither an
Officer nor a director of the Company, each other option granted
under the Plan by its terms shall be nonassignable and
nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and
distribution of the state or country of the optionee's domicile
at the time of death, and each option by its terms shall be
exercisable during the optionee's lifetime only by the optionee.
(f) Termination of Employment or Death.
(i) Unless otherwise determined by the Board of
Directors, in the event the employment of the optionee by the Company
or a subsidiary terminates for any reason other than because of death
or physical disability or when eligible for retirement as provided in
paragraphs 6(f)(ii), (iii) and (iv), the option may be exercised at
any time prior to the expiration date of the option or the expiration
of three months after the date of such termination of employment,
whichever is the shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the date of such
termination.
(ii) Unless otherwise determined by the Board of
Directors, in the event of the termination of an optionee's
employment when eligible for retirement after age 55 under the
Tektronix Pension Plan (other than because of death as provided
in paragraph 6(f)(iv) or because of physical disability as
provided in paragraph 6(f)(iii)), the option, and with the
approval of the Board of Directors, stock appreciation rights,
may be exercised at any time prior to the expiration date of the
option, the expiration of five years after the date of such
termination, or the expiration of three months after the
optionee's death following termination whichever is the shortest
period, but only if and to the extent the optionee was entitled
to exercise the option on the date of termination. The Board of
Directors may, in its sole discretion, cancel any such options
and stock appreciation rights at any time prior to the exercise
thereof unless the following conditions are met:
(A) The optionee shall not render services for any
organization or engage directly or indirectly in any business
which, in the judgment of the Chief Executive Officer of the
Company, is or becomes competitive with the Company, or which is
or becomes otherwise prejudicial to or in conflict with the
interests of the Company. The judgment of the Chief Executive
Officer shall be based on the optionee's positions and
responsibilities while employed by the Company, the optionee's
post-employment responsibilities and position with the other
organization or business, the extent of past, current and
potential competition or conflict between the Company and the
other organization or business, the effect on the Company's
customers, suppliers and competitors of the optionee's assuming
the post-employment position, and such other considerations as
are deemed relevant given the applicable facts and circumstances.
The optionee shall be free, however, to purchase as an investment
or otherwise, stock or other securities of such organization or
business so long as they are listed upon a recognized securities
exchange or traded over-the-counter, and such investment
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does not represent a substantial investment to the optionee or a
greater than 10 percent equity interest in the organization or
business.
(B) The optionee shall not, without prior written
authorization from the Company, disclose to anyone outside the
Company, or use in other than the Company's business, any confidential
information or material, as defined in the Company's employee
confidentiality agreement, relating to the business
of the Company, acquired by the optionee either during or after
employment with the Company.
(C) The optionee, pursuant to the Company's employee
confidentiality agreement, shall disclose promptly and assign to
the Company all right, title, and interest in any invention or
idea, patentable or not, made or conceived by the optionee during
employment by the Company, relating in any manner to the actual
or anticipated business, research or development work of the
Company and shall do anything reasonably necessary as requested
by the Company to enable the Company to secure a patent where
appropriate in the United States and in foreign countries.
(iii) Unless otherwise determined by the Board of
Directors, in the event of the termination of employment because
of physical disability preventing the optionee from performing
regular duties, the option may be exercised by the optionee free
of the limitations on the amount which may be purchased in any
one year specified in the option agreement at any time prior to
the expiration date of the option or the expiration of three
months after the date of such termination, whichever is the
shorter period.
(iv) Unless otherwise determined by the Board of
Directors, in the event of the death of an optionee while in the
employ of the Company or a subsidiary, the option is exercisable
free of the limitations on the amount which may be purchased in
any one year specified in the option agreement at any time prior
to the expiration date of the option or the expiration of one
year after the date of such death, whichever is the shorter
period, but only by the person or persons to whom such optionee's
rights under the option shall pass by the optionee's will or by
the laws of descent and distribution of the state or country of
domicile at the time of death.
(v) The Board of Directors, at the time of grant or
at any time thereafter, may extend the three-month, one-year and
five-year expiration periods any length of time not later than
the original expiration date of the option, and may increase the
portion of an option that is exercisable, subject to such terms
and conditions as the Board of Directors may determine.
(vi) To the extent that the option of any deceased
optionee or of any optionee whose employment terminates is not
exercised within the applicable period, all further rights to
purchase shares pursuant to such option shall cease and
terminate.
(g) Purchase of Shares. Unless the Board of Directors
determines otherwise, shares may be acquired pursuant to an
option granted under the Plan only upon receipt by the Company of
notice in writing from the optionee of the optionee's intention
to exercise, specifying the number of shares as to which the
optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, and if required in
order to comply with the Securities Act of 1933, as amended,
containing a representation that it is the optionee's present
intention to acquire the shares for investment and not with a
view to distribution. Unless the Board of Directors determines
otherwise, on or before the date specified for completion of the
purchase of shares pursuant to an option, the optionee must have
paid the Company the full
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purchase price of such shares in cash (including, with the consent
of the Board of Directors, cash that may be the proceeds of a loan
from the Company) or, with the consent of the Board of Directors, in
whole or in part, in Common Shares of the Company valued at fair market
value, restricted stock, PERFORMANCE-BASED AWARDS [performance units]
or other contingent awards denominated in either stock or cash, deferred
compensation credits and other forms of consideration. The fair market
value of Common Shares provided in payment of the purchase price shall
be the closing price of the Common Shares as reported in the NYSE
Composite Transactions in The Wall Street Journal, or such other reported
value of the Common Shares as shall be specified by the Board of Directors,
on the trading day preceding the date the option is exercised. No shares
shall be issued until full payment therefor has been made. With the consent
of the Board of Directors an optionee may request the Company to apply
automatically the shares to be received upon the exercise of a portion of
a stock option (even though stock certificates have not yet been issued)
to satisfy the purchase price for additional portions of the option. Each
optionee who has exercised an option shall immediately upon notification
of the amount due, if any, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax withholding
requirements. If additional withholding is or becomes required beyond any
amount deposited before delivery of the certificates, the optionee shall
pay such amount to the Company on demand. If the optionee fails to pay the
amount demanded, the Company may withhold that amount from other amounts
payable by the Company to the optionee, including salary, subject to
applicable law. With the consent of the Board of Directors an optionee may
satisfy this obligation, in whole or in part, by having the Company
withhold from the shares to be issued upon the exercise that number of
shares that would satisfy the withholding amount due or by delivering to
the Company Common Shares to satisfy the withholding amount. Upon the
exercise of an option, the number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued upon exercise of the
option, less the number of shares surrendered in payment of the option
exercise or surrendered or withheld to satisfy withholding obligations.
7. Stock Bonuses. The Board of Directors may award shares under
the Plan as stock bonuses. Shares awarded as a bonus shall be subject to
the terms, conditions, and restrictions determined by the Board of Directors.
The restrictions may include restrictions concerning transferability and
forfeiture of the shares awarded, together with such other restrictions as
may be determined by the Board of Directors. The Board of Directors may
require the recipient to sign an agreement as a condition of the award, but
may not require the recipient to pay any monetary consideration other than
amounts necessary to satisfy tax withholding requirements. The agreement
may contain any terms, conditions, restrictions, representations and
warranties required by the Board of Directors. The certificates representing
the shares awarded shall bear any legends required by the Board of
Directors. The Company may require any recipient of a stock bonus to pay to
the Company in cash upon demand amounts necessary to satisfy any applicable
federal, state or local tax withholding requirements. If the recipient fails
to pay the amount demanded, the Company may withhold that amount from other
amounts payable by the Company to the recipient, including salary, subject
to applicable law. With the consent of the Board of Directors, a recipient
may deliver Common Shares to the Company to satisfy this withholding
obligation. Upon the issuance of a stock bonus, the number of shares reserved
for issuance under the Plan shall be reduced by the number of shares issued,
less the number of shares surrendered or withheld to satisfy withholding
obligations.
8. Restricted Stock. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors provided that in no event shall the
consideration be less than 50 percent of fair market value of the Common
Shares at the time of issuance. Shares issued under the Plan shall be subject
to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares
issued, together with such other restrictions as may be determined by the
Board of
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Directors. All Common Shares issued pursuant to this paragraph 8
shall be subject to a purchase agreement, which shall be executed by the
Company and the prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient. The purchase
agreement may contain any terms, conditions, restrictions, representations
and warranties required by the Board of Directors. The certificates
representing the shares shall bear any legends required by the Board of
Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the purchaser,
including salary, subject to applicable law. With the consent of the Board
of Directors, a purchaser may deliver Common Shares to the Company to
satisfy this withholding obligation. Upon the issuance of restricted stock,
the number of shares reserved for issuance under the Plan shall be reduced
by the number of shares issued, less the number of shares surrendered in
payment of the restricted stock or surrendered or withheld to satisfy
withholding obligations.
9. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted under
the Plan by the Board of Directors, subject to such rules, terms,
and conditions as the Board of Directors prescribes.
(b) Exercise.
(i) A stock appreciation right shall be exercisable
only at the time or times established by the Board of Directors. If a
stock appreciation right is granted in connection with an option,
the stock appreciation right shall be exercisable only to the
extent and on the same conditions that the related option could
be exercised. Upon exercise of a stock appreciation right, any
option or portion thereof to which the stock appreciation right
relates terminates. If a stock appreciation right is granted in
connection with an option, upon exercise of the option, the stock
appreciation right or portion thereof to which the option relates
terminates. No stock appreciation right granted to an Officer or
director may be exercised during the first six months following
the date it is granted.
(ii) The Board of Directors may withdraw any stock
appreciation right granted under the Plan at any time and may
impose any conditions upon the exercise of a stock appreciation
right or adopt rules and regulations from time to time affecting
the rights of holders of stock appreciation rights. Such rules
and regulations may govern the right to exercise stock
appreciation rights granted before adoption or amendment of such
rules and regulations as well as stock appreciation rights
granted thereafter.
(iii) Each stock appreciation right shall entitle the
holder, upon exercise, to receive from the Company in exchange
therefor an amount equal in value to the excess of the fair
market value on the date of exercise of one Common Share of the
Company over its fair market value on the date of grant (or, in
the case of a stock appreciation right granted in connection with
an option, the option price per share under the option to which
the stock appreciation right relates), multiplied by the number
of shares covered by the stock appreciation right or the option,
or portion thereof, that is surrendered. No stock appreciation
right shall be exercisable at a time that the amount determined
under this subparagraph is negative. Payment by the Company upon
exercise of a stock appreciation right may be made in Common
Shares valued at fair market value, in cash, or partly in Common
Shares and partly in cash, all as determined by the Board of
Directors.
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(iv) For purposes of this paragraph 9, the fair market
value of the Common Shares shall be the closing price of the
Common Shares as reported in the NYSE Composite Transactions in
The Wall Street Journal, or such other reported value of the
Common Shares as shall be specified by the Board of Directors, on
the trading day preceding the date the stock appreciation right
is exercised.
(v) No fractional shares shall be issued upon exercise
of a stock appreciation right. In lieu thereof, cash may be paid in an
amount equal to the value of the fraction or, if the Board of Directors
shall determine, the number of shares may be rounded downward to the
next whole share.
(vi) Each stock appreciation right granted in connection
with an Incentive Stock Option and, unless otherwise determined
by the Board of Directors with respect to a stock appreciation
right granted to a person who is neither an Officer nor a
director of the Company, each other stock appreciation right
granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation
of law, except by will or by the laws of descent and distribution
of the state or country of the holder's domicile at the time of
death, and each stock appreciation right by its terms shall be
exercisable during the holder's lifetime only by the holder.
(vii) Each participant who has exercised a stock
appreciation right shall, upon notification of the amount due,
pay to the Company in cash amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements.
If the participant fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the
Company to the participant including salary, subject to
applicable law. With the consent of the Board of Directors a
participant may satisfy this obligation, in whole or in part, by
having the Company withhold from any shares to be issued upon the
exercise that number of shares that would satisfy the withholding
amount due or by delivering Common Shares to the Company to
satisfy the withholding amount.
(viii) Upon the exercise of a stock appreciation right
for shares, the number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued, less the
number of shares surrendered or withheld to satisfy withholding
obligations. Cash payments of stock appreciation rights shall not
reduce the number of Common Shares reserved for issuance under
the Plan.
10. Cash Bonus Rights.
(a) Grant. The Board of Directors may grant cash bonus
rights under the Plan in connection with (i) options granted or
previously granted, (ii) stock appreciation rights granted or
previously granted, (iii) stock bonuses awarded or previously
awarded and (iv) shares sold or previously sold under the Plan.
Unless otherwise determined by the Committee with respect to a
cash bonus right granted to a person who is neither an Officer
nor a director of the Company, each cash bonus right granted
under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation
of law, except by will or by the laws of descent and distribution
of the state or country of the holder's domicile at the time of
death. Cash bonus rights will be subject to rules, terms and
conditions as the Board of Directors may prescribe. The payment
of a cash bonus shall not reduce the number of Common Shares
reserved for issuance under the Plan.
(b) Cash Bonus Rights in Connection With Options. A cash
bonus right granted in connection with an option will entitle an
optionee to a cash bonus when the related option is exercised (or
terminates in connection with the exercise of a stock
appreciation right related to
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the option) in whole or in part. No cash bonus right granted to an
Officer or director in connection with an option may be exercised
during the first six months following the date the bonus right is
granted. If an optionee purchases shares upon exercise of an option
and does not exercise a related stock appreciation right, the amount
of the bonus shall be determined by multiplying the excess of the
total fair market value of the shares to be acquired upon the exercise
over the total option price for the shares by the applicable bonus
percentage. If the optionee exercises a related stock appreciation
right in connection with the termination of an option, the amount of
the bonus shall be determined by multiplying the total fair market
value of the shares and cash received pursuant to the exercise of the
stock appreciation right by the applicable bonus percentage. The bonus
percentage applicable to a bonus right shall be determined from time
to time by the Board of Directors but shall in no event exceed 75
percent.
(c) Cash Bonus Rights in Connection With Stock Bonus. A
cash bonus right granted in connection with a stock bonus will
entitle the recipient to a cash bonus payable when the stock
bonus is awarded or restrictions, if any, to which the stock is
subject lapse. If bonus stock awarded is subject to restrictions
and is repurchased by the Company or forfeited by the holder, the
cash bonus right granted in connection with the stock bonus shall
terminate and may not be exercised. The amount and timing of
payment of a cash bonus shall be determined by the Board of
Directors.
(d) Cash Bonus Rights in Connection With Stock Purchases.
A cash bonus right granted in connection with the purchase of stock
pursuant to paragraph 8 will entitle the recipient to a cash
bonus when the shares are purchased or restrictions, if any, to
which the stock is subject lapse. Any cash bonus right granted in
connection with Shares purchased pursuant to paragraph 8 shall
terminate and may not be exercised in the event the shares are
repurchased by the Company or forfeited by the holder pursuant to
applicable restrictions. The amount of any cash bonus to be
awarded and timing of payment of a cash bonus shall be determined
by the Board of Directors.
(e) The Company shall withhold from any cash bonus paid
pursuant to paragraph 10 the amount necessary to satisfy any
applicable federal, state and local withholding requirements.
11. PERFORMANCE-BASED AWARDS. THE COMMITTEE MAY GRANT AWARDS
INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION UNDER
SECTION 162(M) OF THE CODE AND THE REGULATIONS THEREUNDER
("PERFORMANCE-BASED AWARDS"). PERFORMANCE-BASED AWARDS SHALL BE
DENOMINATED AT THE TIME OF GRANT EITHER IN COMMON SHARES ("STOCK
PERFORMANCE AWARDS") OR IN DOLLAR AMOUNTS ("DOLLAR PERFORMANCE
AWARDS"). PAYMENT UNDER A STOCK PERFORMANCE AWARD OR A DOLLAR
PERFORMANCE AWARD SHALL BE MADE, AT THE DISCRETION OF THE
COMMITTEE, IN COMMON SHARES ("PERFORMANCE SHARES"), OR IN CASH OR
IN ANY COMBINATION THEREOF. PERFORMANCE-BASED AWARDS SHALL BE
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A) AWARD PERIOD. THE COMMITTEE SHALL DETERMINE THE PERIOD
OF TIME FOR WHICH A PERFORMANCE-BASED AWARD IS MADE (THE "AWARD
PERIOD").
(B) PERFORMANCE GOALS AND PAYMENT. THE COMMITTEE SHALL
ESTABLISH IN WRITING OBJECTIVES ("PERFORMANCE GOALS") THAT MUST
BE MET BY THE COMPANY OR ANY SUBSIDIARY, DIVISION OR OTHER UNIT
OF THE COMPANY ("BUSINESS UNIT") DURING THE AWARD PERIOD AS A
CONDITION TO PAYMENT BEING MADE UNDER THE PERFORMANCE-BASED
AWARD. THE PERFORMANCE GOALS FOR EACH AWARD SHALL BE ONE OR MORE
TARGETED LEVELS OF PERFORMANCE WITH RESPECT TO ONE OR MORE OF THE
FOLLOWING OBJECTIVE MEASURES WITH RESPECT TO THE COMPANY OR ANY
BUSINESS UNIT: EARNINGS, EARNINGS PER SHARE, TOTAL SHAREHOLDER
RETURN (STOCK PRICE INCREASE PLUS DIVIDENDS), RETURN ON EQUITY,
RETURN ON ASSETS, REVENUES, OPERATING INCOME, INVENTORIES,
INVENTORY TURNS, CASH FLOWS OR ANY OF THE FOREGOING BEFORE THE
EFFECT OF ACQUISITIONS, DIVESTITURES, ACCOUNTING CHANGES, AND
RESTRUCTURING AND SPECIAL CHARGES (DETERMINED ACCORDING TO
CRITERIA ESTABLISHED BY THE COMMITTEE).
A-9
<PAGE>
THE COMMITTEE SHALL ALSO ESTABLISH THE NUMBER OF PERFORMANCE SHARES
OR THE AMOUNT OF CASH PAYMENT TO BE MADE UNDER A PERFORMANCE-BASED
AWARD IF THE PERFORMANCE GOALS ARE MET OR EXCEEDED, INCLUDING THE
FIXING OF A MAXIMUM PAYMENT (SUBJECT TO SECTION 11(d)). THE COMMITTEE
MAY ESTABLISH OTHER RESTRICTIONS TO PAYMENT UNDER A PERFORMANCE-BASED
AWARD, SUCH AS A CONTINUED EMPLOYMENT REQUIREMENT, IN ADDITION TO
SATISFACTION OF THE PERFORMANCE GOALS. SOME OR ALL OF THE
PERFORMANCE SHARES MAY BE ISSUED AT THE TIME OF THE AWARD AS
RESTRICTED SHARES SUBJECT TO FORFEITURE IN WHOLE OR IN PART IF
PERFORMANCE GOALS OR, IF APPLICABLE, OTHER RESTRICTIONS ARE NOT
SATISFIED.
(C) COMPUTATION OF PAYMENT. AFTER AN AWARD PERIOD, THE
FINANCIAL PERFORMANCE OF THE COMPANY OR BUSINESS UNIT, AS
APPLICABLE, DURING THE PERIOD SHALL BE MEASURED AGAINST THE
PERFORMANCE GOALS. IF THE PERFORMANCE GOALS ARE NOT MET, NO
PAYMENT SHALL BE MADE UNDER A PERFORMANCE-BASED AWARD. IF THE
PERFORMANCE GOALS ARE MET OR EXCEEDED, THE COMMITTEE SHALL
CERTIFY THAT FACT IN WRITING AND CERTIFY THE NUMBER OF
PERFORMANCE SHARES EARNED OR THE AMOUNT OF CASH PAYMENT TO BE
MADE UNDER THE TERMS OF THE PERFORMANCE-BASED AWARD. THE
COMMITTEE, IN ITS SOLE DISCRETION, MAY ELECT TO PAY PART OR ALL
OF A PERFORMANCE-BASED AWARD IN CASH IN LIEU OF ISSUING OR
TRANSFERRING PERFORMANCE SHARES.
(D) MAXIMUM AWARDS. NO PARTICIPANT MAY RECEIVE STOCK
PERFORMANCE AWARDS IN ANY FISCAL YEAR UNDER WHICH THE MAXIMUM
NUMBER OF COMMON SHARES ISSUABLE UNDER THE AWARD EXCEEDS 100,000
COMMON SHARES OR DOLLAR PERFORMANCE AWARDS IN ANY FISCAL YEAR
UNDER WHICH THE MAXIMUM AMOUNT OF CASH PAYABLE UNDER THE AWARD
EXCEEDS $750,000.
(E) TAX WITHHOLDING. EACH PARTICIPANT WHO HAS RECEIVED
PERFORMANCE SHARES SHALL, UPON NOTIFICATION OF THE AMOUNT DUE,
PAY TO THE COMPANY IN CASH AMOUNTS NECESSARY TO SATISFY ANY
APPLICABLE FEDERAL, STATE AND LOCAL TAX WITHHOLDING REQUIREMENTS.
IF THE PARTICIPANT FAILS TO PAY THE AMOUNT DEMANDED, THE COMPANY
MAY WITHHOLD THAT AMOUNT FROM OTHER AMOUNTS PAYABLE BY THE
COMPANY TO THE PARTICIPANT, INCLUDING SALARY, SUBJECT TO
APPLICABLE LAW. WITH THE CONSENT OF THE COMMITTEE, A PARTICIPANT
MAY SATISFY THIS OBLIGATION, IN WHOLE OR IN PART, BY HAVING THE
COMPANY WITHHOLD FROM ANY SHARES TO BE ISSUED THAT NUMBER OF
SHARES THAT WOULD SATISFY THE WITHHOLDING AMOUNT DUE OR BY
DELIVERING COMMON SHARES TO THE COMPANY TO SATISFY THE
WITHHOLDING AMOUNT.
(F) EFFECT ON SHARES AVAILABLE. THE PAYMENT OF A
PERFORMANCE-BASED AWARD IN CASH SHALL NOT REDUCE THE NUMBER OF
COMMON SHARES RESERVED FOR ISSUANCE UNDER THE PLAN. THE NUMBER OF
COMMON SHARES RESERVED FOR ISSUANCE UNDER THE PLAN SHALL BE
REDUCED BY THE NUMBER OF SHARES ISSUED UPON PAYMENT OF AN AWARD,
LESS THE NUMBER OF SHARES SURRENDERED OR WITHHELD TO SATISFY
WITHHOLDING OBLIGATIONS.
[11. Performance Units. The Board of Directors may grant
performance units consisting of monetary units which may be
earned in whole or in part if the Company achieves certain goals
established by the Board of Directors over a designated period of
time, but not in any event more than 10 years. The goals
established by the Board of Directors may include earnings per
share, return on shareholders' equity, return on invested
capital, and such other goals as may be established by the Board
of Directors. In the event that the minimum performance goal
established by the Board of Directors is not achieved at the
conclusion of a period, no payment shall be made to the
participants. In the event the maximum corporate goal is
achieved, 100 percent of the monetary value of the performance
units shall be paid to or vested in the participants. Partial
achievement of the maximum goal may result in a payment or
vesting corresponding to the degree of achievement as determined
by the Board of Directors. Payment of an award earned may be in
cash or in Common Shares or in a combination of both, and may be
made when earned, or vested and deferred, as the Board of
Directors determines. Deferred awards shall earn interest on the
terms and at a rate determined by the Board of Directors. Each
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<PAGE>
participant who has been awarded a performance unit shall, upon
notification of the amount due, pay to the Company in cash
amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If the participant fails to
pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the participant,
including salary, subject to applicable law. With the consent of
the Board of Directors a participant may satisfy this obligation,
in whole or in part, by having the Company withhold from any
shares to be issued that number of shares that would satisfy the
withholding amount due or by delivering Common Shares to the
Company to satisfy the withholding amount. The payment of a
performance unit in cash shall not reduce the number of Common
Shares reserved for issuance under the Plan. The number of shares
reserved for issuance under the Plan shall be reduced by the
number of shares issued upon payment of an award, less any shares
surrendered or withheld to satisfy withholding obligations.]
12. Foreign Qualified Grants. Awards under the Plan may be
granted to such Officers and employees of the Company and its
subsidiaries who are residing in foreign jurisdictions as the
Board of Directors may determine from time to time. The Board of
Directors may adopt such supplements to the Plan as may be
necessary to comply with the applicable laws of such foreign
jurisdictions and to afford participants favorable treatment
under such laws; provided, however, that no award shall be
granted under any such supplement with terms which are more
beneficial to the participants than the terms permitted by the
Plan.
13. Changes in Capital Structure. If the outstanding Common
Shares of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another
corporation by reason of any reorganization, merger,
consolidation, plan of exchange, recapitalization,
reclassification, stock split-up, combination of shares or
dividend payable in shares, appropriate adjustment shall be made
by the Board of Directors in the number and kind of shares
available for awards under the Plan; provided that this paragraph
13 shall not apply with respect to transactions referred to in
paragraph 14. In addition, the Board of Directors shall make
appropriate adjustment in the number and kind of shares as to
which outstanding options and stock appreciation rights, or
portions thereof then unexercised, shall be exercisable, to the
end that the optionee's proportionate interest is maintained as
before the occurrence of such event. The Board of Directors may
also require that any securities issued in respect of or
exchanged for shares issued hereunder that are subject to
restrictions be subject to similar restrictions. Notwithstanding
the foregoing, the Board of Directors shall have no obligation to
effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from
any adjustment may be disregarded or provided for in any manner
determined by the Board of Directors. Any such adjustments made
by the Board of Directors shall be conclusive. In the event of
dissolution of the Company or a merger, consolidation or plan of
exchange affecting the Company to which paragraph 14 does not
apply, in lieu of providing for options and stock appreciation
rights as provided above in this paragraph 13, the Board of
Directors may, in its sole discretion, provide a 30-day period
prior to such event during which optionees shall have the right
to exercise options and stock appreciation rights in whole or in
part without any limitation on exercisability and upon the
expiration of such 30-day period all unexercised options and
stock appreciation rights shall immediately terminate.
14. Special Acceleration in Certain Events.
(a) Special Acceleration. Notwithstanding any other
provisions of the Plan, a special acceleration ("Special
Acceleration") of options and stock appreciation rights
outstanding under the Plan shall occur with the effect set forth
in paragraph 14(b) at any time when any one of the following
events has taken place:
A-11
<PAGE>
(i) The shareholders of the Company approve one of
the following ("Approved Transactions"):
(1) Any consolidation, merger or plan of exchange
involving the Company ("Merger") in which the Company is not the
continuing or surviving corporation or pursuant to which Common
Shares would be converted into cash, securities or other property,
other than a Merger involving the Company in which the holders of
Common Shares immediately prior to the Merger have the same
proportionate ownership of Common Shares of the surviving
corporation after the Merger; or
(2) Any sale, lease, exchange, or other transfer
(in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company or the adoption of
any plan or proposal for the liquidation or dissolution of the
Company; or
(ii) A tender or exchange offer, other than one made by
the Company, is made for Common Shares (or securities convertible
into Common Shares) and such offer results in a portion of those
securities being purchased and the offeror after the consummation
of the offer is the beneficial owner (as determined pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), directly or indirectly, of at least 20
percent of the outstanding Common Shares (an "Offer"); or
(iii) The Company receives a report on Schedule 13D of
the Exchange Act reporting the beneficial ownership by any person
of 20 percent or more of the Company's outstanding Common Shares,
except that if such receipt shall occur during a tender offer or
exchange offer by any person other than the Company or a wholly
owned subsidiary of the Company, Special Acceleration shall not
take place until the conclusion of such offer; or
(iv) During any period of 12 months or less,
individuals who at the beginning of such period constituted a
majority of the Board of Directors cease for any reason to
constitute a majority thereof unless the nomination or election
of such new directors was approved by a vote of at least
two-thirds of the directors then still in office who
were directors at the beginning of such period.
The terms used in this paragraph 14 and not defined elsewhere
in the Plan shall have the same meanings as such terms have in the
Exchange Act and the rules and regulations adopted thereunder.
(b) Effect on Outstanding Options and Stock Appreciation
Rights. Upon a Special Acceleration pursuant to paragraph 14(a):
(i) All options then outstanding under the Plan shall
immediately become exercisable in full for the remainder of their
terms, provided that no option may be exercised by an Officer or
director of the Company within six months of its date of grant;
and each optionee shall have the right during a period of 30 days
following a Special Acceleration to have the Company purchase any
Non-Statutory Stock Options as to which no stock appreciation
rights have been granted at a cash purchase price computed in
accordance with paragraph 14(b)(iii) below and any Incentive
Stock Options as to which no stock appreciation rights have been
granted at a cash purchase price equal to the product of (1) the
excess, if any, of the fair market value of a Common
A-12
<PAGE>
Share computed in accordance with procedures for granting Incentive
Stock Options over the option price and (2) the number of Common
Shares covered by the Incentive Stock Options or portion thereof
surrendered, provided that the Company shall have the right
during such period to purchase any Incentive Stock Option as to
which no stock appreciation rights have been granted at the
purchase price computed in accordance with paragraph 14(b)(iii)
below. With respect to an option granted less than six months
prior to a Special Acceleration to an Officer or director of the
Company, such Officer or director shall have the right to have
the Company purchase such stock option (as to which no stock
appreciation rights have been granted) in accordance with this
paragraph 14(b)(i) during the 30 days following the expiration of
six months following the date of such grant, and this right shall
apply even if the option has otherwise terminated pursuant to
paragraph 6(f) following a Special Acceleration.
(ii) All stock appreciation rights outstanding under
the Plan shall immediately become exercisable in full for a
period of 30 days following a Special Acceleration, with payment
to be made solely in cash upon any exercise during such period of
a stock appreciation right granted with respect to a
Non-Statutory Stock Option in an amount computed in accordance
with paragraph 14(b)(iii) below and in cash upon exercise during
such period of a stock appreciation right granted with respect to
an Incentive Stock Option in an amount equal to the product of
(1) the excess, if any, of the fair market value of a Common
Share computed in accordance with procedures for granting
Incentive Stock Options over the exercise price of the related
option and (2) the number of Common Shares covered by the related
option, provided that the Company shall have the right during
such period to purchase any stock appreciation right granted with
respect to an Incentive Stock Option (and cancel the related
options) at the purchase price computed in accordance with
paragraph 14(b)(iii) below, provided further that no stock
appreciation right may be exercised by an Officer or director of
the Company within six months of its date of grant. With respect
to a stock appreciation right granted less than six months prior
to a Special Acceleration to an Officer or director of the
Company, the stock appreciation right shall become exercisable in
full for a period of 30 days following the expiration of six
months after the date of such grant, with payment to be made
solely in cash in an amount in accordance with this paragraph
14(b)(ii), and this right shall apply even if the stock
appreciation right has otherwise terminated pursuant to paragraph
6(f) following a Special Acceleration.
(iii) Except as otherwise specified in paragraphs
14(b)(i) and (ii) above, the purchase price for an option or a
stock appreciation right and the amount to be paid upon exercise
of a stock appreciation right shall be an amount equal to the
product of (1) the excess, if any, of the highest of (A) the
highest reported closing sales price of a Common Share as
reported on the New York Stock Exchange during the 60 days
preceding such exercise, (B) the highest purchase price shown in
any Schedule 13D referred to in paragraph 14(a)(ii) or (iii) as
paid within the 60 days prior to the date of such report, (C) the
highest gross price (before brokerage commissions and soliciting
dealers' fees) paid or to be paid for a Common Share (whether by
way of exchange, conversion, distribution, or liquidation or
otherwise) in any Approved Transaction or Offer that is in effect
at any time during the 60 days preceding such exercise, over the
option price, and (2) the number of Common Shares covered by the
stock option or stock appreciation right, or portions thereof
surrendered. If the consideration paid or to be paid in any
Approved Transaction or Offer consists, in whole or part, of
consideration other than cash, the Board of Directors shall take
action it deems appropriate to establish the cash value of such
consideration, but such valuation shall not be less than the
value, if any, attributed to such consideration by any other
party to the Approved Transaction or Offer.
A-13
<PAGE>
(iv) No options or stock appreciation rights may be
exercised upon a Special Acceleration if the amount determined
under paragraph 14(b) is negative. The rights set forth in
paragraph 14 shall be transferable only to the extent the related
option is transferable in accordance with paragraph 6(e).
15. Corporate Mergers, Acquisitions, etc. The Board of
Directors may also grant options, stock appreciation rights,
PERFORMANCE-BASED AWARDS [performance units], stock bonuses and
cash bonuses and issue restricted stock under the Plan having
terms, conditions and provisions that vary from those specified
in this Plan provided that any such awards are granted in
substitution for, or in connection with the assumption of,
existing options, stock appreciation rights, stock bonuses, cash
bonuses, restricted stock and PERFORMANCE-BASED AWARDS
[performance units] granted, awarded or issued by another
corporation and assumed or otherwise agreed to be provided for by
the Company pursuant to or by reason of a transaction involving a
corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation to which the
Company or a subsidiary is a party.
16. Amendment of Plan. The Board of Directors may at any time,
and from time to time, modify or amend the Plan in such respects
as it shall deem advisable because of changes in the law while
the Plan is in effect or for any other reason. Except as provided
in paragraphs 6(f), 9, 13 and 14, however, no change in an award
already granted shall be made without the written consent of the
holder of such award.
17. Approvals. The obligations of the Company under the Plan are
subject to the approval of state and federal authorities or
agencies with jurisdiction in the matter. The Company will use
its best efforts to take steps required by state or federal law
or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on
which the Company's shares may then be listed, in connection with
the grants under the Plan. The foregoing notwithstanding, the
Company shall not be obligated to issue or deliver Common Shares
under the Plan if such issuance or delivery would violate
applicable state or federal securities laws.
18. Employment Rights. Nothing in the Plan or any award
pursuant to the Plan shall confer upon (i) any employee any right
to be continued in the employment of the Company or any subsidiary
or shall interfere in any way with the right of the Company or any
subsidiary by whom such employee is employed to terminate such
employee's employment at any time, for any reason, with or without
cause, or to increase or decrease such employee's compensation or
benefits, or (ii) any person engaged by the Company any right to
be retained or employed by the Company or to the continuation,
extension, renewal, or modification of any compensation, contract,
or arrangement with or by the Company.
19. Rights as a Shareholder. The recipient of any award under
the Plan shall have no rights as a shareholder with respect to
any Common Shares until the date of issue to the recipient of a
stock certificate for such shares. Except as otherwise expressly
provided in the Plan, no adjustment shall be made for dividends
or other rights for which the record date is prior to the date
such stock certificate is issued.
A-14
<PAGE>
Form of proxy for Tektronix, Inc.:
_____________________________________________________________________________
TEKTRONIX, INC.
Annual Meeting, September 22, 1994
Proxy Solicited by the Board of Directors
The undersigned hereby appoints Jerome J. Meyer, Carl W. Neun and John P.
Karalis, and each of them, proxies with power of substitution to vote on
behalf of the undersigned all shares which the undersigned may be entitled
to vote at the annual meeting of shareholders of Tektronix, Inc. on
September 22, 1994 and any adjournments thereof, with all powers that the
undersigned would possess if personally present, with respect to each of
the matters referred to on the other side of this proxy. A majority of the
proxies or substitutes present at the meeting may exercise all powers
granted hereby.
Nominees for election as directors:
Class II (three-year term): Keith R. McKennon, Jerome J. Meyer and
William D. Walker
Class I (two-year term): A. Gary Ames
(continued, and to be signed on other side)
_____________________________________________________________________________
Reverse side of proxy card:
____________________________________________________________________________
Please mark your
/ X / votes as in this 1757
example.
The shares represented by this proxy will be voted as specified herein, but
if no specification is made, this proxy will be voted for the election of
all nominees for director and for proposal No. 2. The proxies may vote in
their discretion as to other matters which may come before the meeting.
____________________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1.Election of _ _ 2.Approval of _ _ _
Directors. /_ / /_ / Amendments to /_ / /_ / /_ /
(see reverse) Stock Incentive
For, except vote withheld Plan.
from the following nominee(s):
3.Transaction of such
___________________________ other business as may
(INSTRUCTION: To withhold authority properly come before
to vote for any individual nominee, the meeting and any
write that nominee's name on the adjournments thereof.
space provided above.)
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)____________________________ DATE___________
Please date and sign as name is imprinted hereon, including the designation
as executor, trustee, etc., if applicable. A corporation may sign its name
by the president or other authorized officer. All co-owners must sign.
_____________________________________________________________________________
<PAGE>
Form of voting direction card for 401(k) Plan:
____________________________________________________________________________
TEKTRONIX, INC.
Annual Meeting, September 22, 1994
Voting Direction Solicited by the 401(k) Plan Trustee
The undersigned participant in the Tektronix 401(k) Plan directs Jerome J.
Meyer, Carl W. Neun and John P. Karalis, and each of them, proxies
designated by the Plan Trustee, with full power of substitution, to vote
the shares of stock allocated to the participant's account under the Plan
at the annual meeting of shareholders of Tektronix, Inc. on September 22,
1994 and any adjournments, as stated on the other side of this voting
direction with respect to each of the matters referred to. A majority of
the proxies or substitutes present at the meeting may exercise all granted
powers in accordance with this voting direction.
Nominees for election as directors:
Class II (three-year term): Keith R. McKennon, Jerome J. Meyer and
William D. Walker
Class I (two-year term): A. Gary Ames
(continued, and to be signed on other side)
____________________________________________________________________________
Reverse side of voting direction card:
____________________________________________________________________________
Please mark your
/ X / votes as in this 7110
example.
The shares covered by this voting direction shall be voted as specified
below. If no specification is made, the shares will be voted for the
election of all nominees for director and for proposal No. 2. The proxies
appointed by the Trustee may vote in their discretion as to other matters
that may come before the meeting.
___________________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1.Election of _ _ 2.Approval of _ _ _
Directors. /_ / /_ / Amendments to /_ / /_ / /_ /
(see reverse) Stock Incentive
For, except vote withheld Plan.
from the following nominee(s):
3.Transaction of such
___________________________ other business as may
(INSTRUCTION: To withhold authority properly come before
to vote for any individual nominee, the meeting and any
write that nominee's name on the adjournments thereof.
space provided above.)
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)____________________________ DATE___________
Please date and sign as name is imprinted hereon.
__________________________________________________________________________
