<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[ X ] Quarterly Report Pursuant to Section 12 or 15(d) of the Securities
Exchange Act of 1934 for the 13 weeks ended November 27, 1993, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
________________ to _____________________ .
Commission File Number 1-4837
TEKTRONIX, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0343990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26600 S.W. PARKWAY
WILSONVILLE, OREGON 97070-1000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 627-7111
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ___X___ No______
AT JANUARY 03, 1994 THERE WERE 30,302,695 COMMON SHARES OF TEKTRONIX, INC.
OUTSTANDING.
(Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.)
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TEKTRONIX, INC. AND SUBSIDIARIES
- --------------------------------
INDEX PAGE NO.
- ----- --------
Financial Statements:
Condensed Consolidated Balance Sheets - 2
May 29, 1993 and November 27, 1993
Consolidated Statements of Operations - 3
for the Thirteen Weeks Ended November 27, 1993
and the Thirteen Weeks Ended November 28, 1992
for the Twenty-Six weeks Ended November 27, 1993
and the Twenty-Six Weeks Ended November 28, 1992
Condensed Consolidated Statements of Cash Flows - 4
for the Twenty-Six Weeks Ended November 27, 1993
and the Twenty-Six Weeks Ended November 28, 1992
Notes to Condensed Consolidated Financial Statements 5
Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Part II. Other Information 11
Signatures 11
1
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TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
Nov. 27, May 29,
(In thousands) 1993 1993
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 27,528 $ 30,004
Accounts receivable - net 223,627 248,514
Inventories 182,077 171,416
Other current assets 55,967 65,778
--------- ---------
Total current assets 489,199 515,712
Property, plant, and equipment 775,534 793,174
Accumulated depreciation and amortization (550,536) (557,340)
--------- ---------
Property, plant, and equipment - net 224,998 235,834
Property held for sale 39,157 38,489
Long term deferred tax assets 90,954 88,629
Other long-term assets 99,164 105,841
--------- ---------
Total assets $ 943,472 $ 984,505
========= =========
Liabilities and shareholders' equity
Current liabilities:
Short-term debt $ 41,552 $ 69,481
Accounts payable 132,056 157,555
Accrued compensation 78,610 106,464
--------- ---------
Total current liabilities 252,218 333,500
Long-term debt 100,034 70,073
Other long-term liabilities 147,137 145,988
Shareholders' equity:
Common stock 193,041 190,984
Retained earnings 205,245 193,221
Currency adjustment 45,797 50,739
--------- ---------
Total shareholders' equity 444,083 434,944
--------- ---------
Total liabilities and shareholders' equity $ 943,472 $ 984,505
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
TEKTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
13 weeks to 13 weeks to 26 weeks to 26 weeks to
(In thousands Nov. 27, Nov. 28, Nov. 27, Nov. 28,
(except for per share amounts) 1993 1992 1993 1992
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 317,165 $ 333,485 $ 607,235 $ 638,109
Operating costs and expenses:
Cost of sales 171,951 169,645 326,152 329,763
Research and development 37,105 39,998 73,237 78,043
Selling, general, and administrative 88,703 104,616 172,635 196,309
--------- --------- --------- ---------
Total operating costs and expenses 297,759 314,259 572,024 604,115
Equity in joint venture (losses) (299) (98) (1,416) (1,551)
--------- --------- --------- ---------
Operating income 19,107 19,128 33,795 32,443
Other expense - net 1,750 6,351 5,143 10,337
--------- --------- --------- ---------
Earnings before taxes 17,357 12,777 28,652 22,106
Income taxes 5,902 4,344 7,466 7,516
--------- --------- --------- ---------
Earnings before cumulative effects
of accounting changes 11,455 8,433 21,186 14,590
Cumulative effects of accounting changes:
Income taxes -- -- -- 38,100
Postretirement benefits (net of tax) -- -- -- (34,775)
--------- --------- --------- ---------
Net earnings $ 11,455 $ 8,433 $ 21,186 $ 17,915
Earnings per share before cumulative
effects of accounting changes $ 0.37 $ 0.28 $ 0.69 $ 0.49
Earnings per share 0.37 0.28 0.69 0.60
Dividends per share 0.15 0.15 0.30 0.30
Average shares outstanding 30,608 29,915 30,558 29,806
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
26 weeks to 26 weeks to
Nov. 27, Nov. 28,
(In thousands) 1993 1992
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net Earnings $ 21,186 $ 17,915
Adjustments to reconcile net earnings to
cash flows from operating activities:
Cumulative effect of accounting changes:
Income taxes -- (38,100)
Postretirement benefits -- 34,775
Depreciation expense 27,623 30,772
Accounts receivable 16,988 1,509
Inventories (12,774) 23,451
Other Current Assets 9,087 2,864
Accounts Payable (21,573) (30,050)
Income taxes payable 148 (26,491)
Accrued compensation (26,636) (5,852)
Other - net 866 (314)
--------- ---------
Net cash provided by operating activities 14,915 10,479
Cash flows from investing activities:
Acquisition of property, plant, and equipment (27,072) (25,672)
Proceeds from sale of assets 6,505 7,065
Proceeds from sale of investments 9,378 --
---------- ---------
Net cash used in investing activities (11,189) (18,607)
Cash flows from financing activities:
Net (decrease) increase in short-term debt (26,917) 25,123
Issuance of long-term debt 100,000 --
Repayment of long-term debt (70,039) (3,042)
Issuance of common stock 675 4,856
Dividends (9,162) (8,926)
---------- ---------
Net cash provided (used) by financing activities (5,443) 18,011
Effect of exchange rate changes on cash (759) (1,513)
--------- ---------
(Decrease) increase in cash and cash equivalents (2,476) 8,370
Cash and cash equivalents at beginning of year 30,004 18,402
--------- ---------
Cash and cash equivalents at end of quarter $ 27,528 $ 26,772
========= =========
Supplemental disclosures of cash flows:
Income taxes paid $ 2,632 $ 30,950
Interest paid 2,339 5,194
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
TEKTRONIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The condensed consolidated financial statements and notes have been
prepared by the Company without audit. Certain information and footnote
disclosures normally included in annual financial statements, prepared in
accordance with generally accepted accounting principles, have been
condensed or omitted. Management believes that the condensed statements
include all necessary adjustments (which are of a normal and recurring
nature, except for the adjustment to deferred tax assets described below
under 'Income Taxes' and the prior year's changes in accounting methods) and
are adequate to present financial position, results of operations and cash
flows for the interim periods. The condensed information should be read in
conjunction with the financial statements and notes incorporated by
reference in the Company's latest annual report on Form 10-K.
INVENTORIES
Inventories consisted of:
<TABLE>
<CAPTION>
November 27, May 29,
(In thousands) 1993 1993
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Materials and work in process $ 100,059 $ 87,867
Finished goods 82,018 83,549
--------- ---------
Inventories $ 182,077 $ 171,416
========= =========
</TABLE>
SHORT-TERM AND LONG-TERM DEBT
In the first quarter of 1994, the Company issued $100.0 million of 7.5%
Notes due August 1, 2003. Proceeds were used to repay bridge financing of
$70.0 million and to reduce short term revolving credit debt.
5
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INCOME TAXES
The provision for income taxes consisted of:
<TABLE>
<CAPTION>
13 weeks to 13 weeks to 26 weeks to 26 weeks to
Nov. 27, Nov. 28, Nov. 27, Nov. 28,
(In thousands) 1993 1992 1993 1992
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States $ 4,957 $ 554 $ 5,402 $ 1,944
State 735 138 1,350 486
Foreign 210 3,652 714 5,086
--------- --------- --------- ---------
Income taxes $ 5,902 $ 4,344 $ 7,466 $ 7,516
========= ========= ========= =========
</TABLE>
The provision for income taxes was calculated at an estimated annual
effective rate of 34%. The provision for the quarter ended August 28, 1993
was reduced by a gain of $2.2 million on recalculation of deferred income
tax benefits, primarily as a result of the enactment of federal tax
legislation increasing the corporate income tax rate from 34% to 35%. The
current year provisions were primarily for United States taxes, while the
prior year provisions were primarily for foreign taxes, reflecting the shift
in net earnings from foreign to United States sources.
CONTINGENCIES
The lawsuit described in Item 3., Legal Proceedings, of the Company's
Annual Report on Form 10-K for the fiscal year ended May 29, 1993 has been
settled. The settlement does not have a material adverse effect on the
Company's financial position or results of operations.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition
The Company believes that its financial condition is strong. Cash flow
from operating activities and borrowing capacity from existing lines of
credit are sufficient to meet current and anticipated future needs. At the
end of the second quarter (November 27, 1993), the Company maintained bank
credit facilities totalling $280.9 million, of which $239.3 million was
unused. The unused facilities include $89.3 million in lines of credit and
$150.0 million under a revolving credit agreement from United States and
foreign banks. On August 10, 1993 the Company issued $100.0 million of 7.5%
notes due August 1, 2003. Proceeds were used to repay bridge financing of
$70.0 million and to pay down short term revolving credit debt.
Current assets decreased by $26.5 million, or 5%, from the prior year
end, primarily due to reductions in accounts receivable and other current
assets, partly offset by an increase in inventories. The reduction in
accounts receivable resulted from a lower weekly average sales rate compared
to the prior year's fourth quarter rate. Inventories increased by $10.7
million primarily in anticipation of higher levels of sales. Other current
assets declined due to amortization of prepaid taxes and other expenses.
Net property, plant and equipment declined by $10.8 million as
depreciation, dispositions and currency effects exceeded new capital
additions. Long-term deferred tax assets increased by $2.3 million
primarily due to the recently enacted federal tax legislation which raised
the corporate tax rate from 34% to 35% and thus enhanced the value of the
Company's deferred tax assets. In order for the Company to realize all
deferred tax assets currently recognized, future taxable income must be at
least comparable to recent amounts. Although the Company believes such
taxable income levels will be achieved, lower amounts could negatively
affect the provision for income taxes in future years. Other long-term
assets decreased by $6.7 million due primarily to the sale of a portion of
the Company's minority investments in Credence Systems Corporation and
TriQuint Semiconductor, Inc.
Current liabilities declined by $81.3 million or 24%. Short-term debt
decreased $27.9 million as part of the proceeds from issuance of the 7.5%
notes due August 1, 2003 was applied to repayment of revolving credit debt.
Accounts payable decreased $25.5 million primarily because of the timing of
trade payables, the payment of some restructuring liabilities and the
seasonal payment of accrued property taxes. Accrued compensation decreased
$27.9 million due to the payment of year-end accruals for incentives and
commissions, reductions in vacation accruals by summer time off and the
payment of employee severance charged against restructuring reserves.
7
<PAGE>
Shareholders' equity increased by $9.1 million, or 2%. Common stock
rose $2.1 million due to activity under the Company's stock incentive plans,
offset in part by the repurchase of shares. Retained earnings increased by
$12.0 million as net earnings exceeded dividends paid. The reduction in
currency adjustment of $4.9 million resulted from the effect on the
Company's investments in subsidiaries and affiliates of decreases in the
value of European currencies versus the U.S. dollar, partly offset by the
strength in the Japanese Yen.
Results of Operations
26 Weeks Ended November 27, 1993
vs.
26 Weeks Ended November 28, 1992
In the first half of fiscal 1994, net earnings were $21.2 million, or
$0.69 per share compared with $17.9 million, or $0.60 per share in the first
half of fiscal 1993. The current year includes a gain of $2.2 million or
$0.07 per share from recalculation of deferred tax benefits because of the
enactment of tax legislation increasing the corporate income tax rate, and a
gain of $2.2 million, or $0.05 per share after taxes, from the sale of a
portion of the Company's interest in TriQuint Semiconductor, Inc. The prior
year includes the net effect of two accounting changes which increased
earnings by $3.3 million, or $0.11 per share.
Net Sales were $607.2 million, or 5% below the prior year's total of
$638.1 million. Test and Measurement sales and Television Systems sales
declined, while Computer Graphics sales continued to show good growth
compared to the same period of the prior year.
Test and Measurement sales of $300.3 million were down 10% from the
prior year reflecting the continuation of recessionary economies in Europe
and Japan and weakness in some major industrial markets.
Computer Graphics sales increased 11% to $184.3 million, with strong
growth in both color printers and X terminals, partly offset by the
continuing decline in revenue from older graphics terminals and related
service.
Television Systems sales declined 11% to $122.7 million, with most of
the decline coming in television production equipment. Both television
production equipment and television test equipment sales were impacted by
the continued weak economies in Europe and Japan. Television production
equipment sales were particularly strong in the prior year's first quarter,
reflecting high initial shipments of the Model 3000 digital switcher which
was introduced in the spring of 1992.
Sales to customers in the United States declined slightly from $349.6
million to $348.5 million, representing 57% of total sales. International
sales of $258.7 million were down 10%, due to the weak economies mentioned
above.
8
<PAGE>
Cost of sales increased as a percentage of net sales from 51.7% to
53.7%. The increase was caused by the geographic mix of sales, a
continuing shift in the mix of sales toward products with lower margins due
to the use of alternative distribution channels, and by impacts of a
stronger Yen.
Research and development expenses declined by 6% to $73.2 million as
the Company continues to focus its resources on its three core businesses.
R&D expense represented 12.1% of sales, down slightly from 12.2% in the
prior year.
Selling, general, and administrative expenses declined by 12% to
$172.6 million resulting from infrastructure reductions, process improve-
ments, the increasing use of alternative distribution channels and the
accrual of severance payments in the prior year. S,G,&A expenses represented
28.4% of sales, down from 30.8% in the prior year.
Other expenses declined due primarily to the gain on sale of TriQuint
Semiconductor, Inc. discussed above and the impact of improved currency
exchange rate changes during the period.
The income tax provision was approximately comparable to last year
notwithstanding higher earnings before taxes. The Company recorded taxes on
current results at the estimated annual effective rate of 34%, but showed a
gain of $2.2 million on recalculation of deferred tax benefits in the
first quarter of this year because of the enactment of tax legislation
increasing the corporate income tax rate. The current year provision was
primarily for United States taxes, while the prior year provision was
primarily for foreign taxes, reflecting the shift in net earnings from
foreign to United States sources.
Net earnings were 18% higher than the prior year, as lower sales and
gross margins were more than offset by lower R&D and S,G,&A expenses.
13 Weeks Ended November 27, 1993
vs.
13 Weeks Ended November 28, 1992
In the second quarter, net earnings were $11.5 million, or $0.37 per
share compared with $8.4 million, or $0.28 per share in the prior year. The
current quarter included a gain of $2.2 million, or $0.05 per share after
taxes, from the sale of a portion of the Company's interest in TriQuint
Semiconductor, Inc.
Net Sales were $317.1 million, or 5% below the prior year's total of
$333.5 million. Test and Measurement sales and Television Systems sales
declined, while Computer Graphics sales grew compared to the first quarter
of the prior year.
Test and Measurement sales of $159.5 million were down 10% from the
prior year reflecting the continuation of recessionary economies in Europe
and Japan and weakness in some major industrial markets.
9
<PAGE>
Computer Graphics sales increased 7% to $97.3 million, with strong
growth in both color printers and X terminals, partly offset by the
continuing decline in revenue from older graphics terminals and related
service.
Television Systems sales declined 8% to $60.4 million, with most of the
decline coming in television production equipment. Both television
production equipment and television test equipment sales were impacted by
the continued weak economies in Europe and Japan.
Sales to customers in the United States were essentially flat at $180.1
million, and represented 57% of total sales. International sales of $137.1
million were down 10%, due to the weak economies mentioned above.
Product orders were up 3% from the prior year's quarter. While the
Company's product backlog improved in the current quarter, it remains
relatively low. Consequently, the Company's future quarterly results are
dependent on new orders that can be shipped in the same quarter.
Cost of sales increased as a percentage of net sales from 50.9% to
54.2%. The increase was caused by the geographic mix of sales, by a
continuing shift in the mix of sales toward products with lower margins due
to the use of alternative distribution channels, and by impacts of a
stronger Yen.
Research and development expenses declined by 7% to $37.1 million as
the Company continues to focus its resources on its three core businesses.
R&D expense represented 11.7% of sales compared to 12.0% in the prior year.
Selling, general, and administrative expenses declined by 15% to $88.7
million resulting from infrastructure reductions, process improvements, the
increasing use of alternative distribution channels and the accrual of
severance payments in the prior year. S,G,&A expenses represented 28.0% of
sales, down from 31.4% in the prior year.
Other expenses declined due primarily to the gain on sale of TriQuint
Semiconductor, Inc. discussed above and the impact of improved currency
exchange rate change during the quarter.
Income taxes increased from $4.3 million to $5.9 million, reflecting
the higher earnings before taxes.
Net earnings were $3.0 million higher than the prior year, as lower
sales and gross margins were more than offset by lower R&D and S,G,&A
expenses and the improvements in other expenses.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Howtek patent infringement litigation described in the
Company's 1993 10-K Report has been settled. The settlement will not have a
material adverse effect on the Company's financial position or results of
operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(10) (i ) Executive Severance Agreement.
(ii) Severance Agreement.
(21) Subsidiaries of the Registrant.
(b) No reports on Form 8-K have been filed during the quarter
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
(REGISTRANT) TEKTRONIX, INC.
BY (SIGNATURE) /s/Carl W. Neun
(NAME AND TITLE) Vice President and
Chief Financial Officer
(DATE) January 7, 1994
11
<PAGE>
EXHIBIT 10(i)
EXECUTIVE SEVERANCE AGREEMENT
September 22, 1993
Roy D. Barker
420 SW Riverbend
West Linn, OR 97068 EXECUTIVE
TEKTRONIX, INC.
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon TEKTRONIX
Tektronix considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best
interests of Tektronix and its shareholders. In order to induce
Executive to remain employed by Tektronix in the face of uncertainties
about the long-term strategies of Tektronix and their potential impact
on the scope and nature of Executive's position with Tektronix, this
Agreement, which has been approved by the Organization and Compensation
Committee of the Board of Directors of Tektronix, sets forth the
severance benefits that Tektronix will provide to Executive in the event
Executive's employment by Tektronix is terminated under the circumstanc-
es described in this Agreement.
1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by
Tektronix as Vice President. Executive and Tektronix acknowledge
that either party may terminate this employment relationship at any
time and for any reason, subject to the obligation of Tektronix to
provide the benefits specified in this Agreement in accordance with
the terms hereof.
2. RELEASE OF CLAIMS. In consideration for the severance benefits
outlined in this Agreement, Executive agrees to execute a Release
of Claims in the form attached as Exhibit A ("Release of Claims").
Executive promises to execute and deliver the Release of Claims to
Tektronix within the later of forty-five (45) days from the date
Executive receives the Release of Claims or on the last day of
Executive's active employment.
3. COMPENSATION UPON TERMINATION. In the event that Executive's
employment is terminated at any time by Tektronix other than for
Cause (as defined in Section 6.1 of this Agreement), death, or
Disability (as defined in Section 6.2 of this Agreement), subject
to Executive's execution of a Release of Claims, Executive shall be
entitled to the following benefits:
<PAGE>
3.1 As severance pay and in lieu of any further pay for periods
subsequent to the date of termination, Tektronix shall pay
Executive, in a single payment within the later of forty-five
(45) days after termination of employment or eight days after
execution of the Release of Claims, an amount in cash equal to
Executive's annual base pay at the rate in effect immediately
prior to the date of termination, or, if greater, an amount in
cash equal to Executive's average annual base pay for the
three years ending with Executive's last pay change preceding
termination.
3.2 Executive is entitled to extend coverage under any group
health plan in which Executive and Executive's dependents are
enrolled at the time of termination of employment under the
COBRA continuation laws for the 18-month statutory period, or
so long as Executive remains eligible under COBRA.
Tektronix will pay Executive a lump sum payment in an amount
equivalent to the reasonably estimated cost Executive may
incur to extend for a period of eighteen (18) months under the
COBRA continuation laws Executive's group health and dental
plan coverage in effect at the time of termination. Executive
may use this payment, as well as any payment made under 3.1,
for such COBRA continuation coverage or for any other purpose.
3.3 Except as provided in Section 5.2, Executive shall be entitled
to a portion of the benefits under any incentive plans in
effect at the time of termination (including the Results
Sharing Plan and the Annual Performance Improvement Plan),
prorated for the portion of the plan year during which
Executive was a participant. For purposes of this Agreement,
Executive's participation in the Annual Performance Improve-
ment Plan will be considered to have ended on Executive's last
day of active employment. Prorated awards shall not be due
and payable by Tektronix to Executive until the date that all
awards are paid after the close of the incentive period.
Unless the applicable plan provides for a greater payment for
a participant whose employment terminates prior to the end of
an incentive period (in which case the applicable plan payment
shall be made), the proration shall be calculated pursuant to
this Section 3.3. The payment, if any, that would have been
made under Executive's award had Executive been made a
participant for the full incentive period shall be calculated
at the end of the incentive period. Such amount shall be
divided by the total number of days in the incentive period
and the result multiplied by the actual number of days
Executive participated in the plan.
2
<PAGE>
3.4 Tektronix will pay up to $12,500 to a third party outplacement
firm selected by Executive to provide career counseling
assistance to Executive for a period of one (1) year following
Executive's termination date.
3.5 Tektronix will permit Executive to continue to participate in
its Executive Financial Counseling Program through the
remainder of the term of Executive's current participation
(which shall in no case be longer than one (1) year after the
effective date of Executive's termination).
4. SUBSEQUENT EMPLOYMENT. The amount of any payment provided for in
this Agreement shall not be reduced, offset or subject to recovery
by Tektronix by reason of any compensation earned by Executive as
the result of employment by another employer after termination.
5. OTHER AGREEMENTS.
5.1 In the event that severance benefits are payable to Executive
under any other agreement with Tektronix in effect at the time
of termination (including but not limited to any change of
control, "golden parachute" or employment agreement, but
excluding for this purpose any stock option agreement or stock
bonus agreement or stock appreciation right agreement that may
provide for accelerated vesting or related benefits upon the
occurrence of a change in control), the benefits provided in
this Agreement shall not be payable to Executive. Executive
may, however, elect to receive all of the benefits provided
for in this Agreement in lieu of all of the benefits provided
in all such other agreements. Any such election shall be made
with respect to the agreements as a whole, and Executive
cannot select some benefits from one agreement and other
benefits from this Agreement.
5.2 The vesting or accrual of stock options, restricted stock,
stock bonuses, or any other stock awards shall not continue
following termination. Any agreements between Executive and
Tektronix that relate to stock awards (including but not
limited to stock options, long term incentive program, stock
bonuses and restricted stock) shall be governed by such agree-
ments and shall not be affected by this Agreement.
6. DEFINITIONS.
6.1 Cause. Termination by Tektronix of Executive's employment for
"Cause" shall mean termination upon (a) the willful and
continued failure by Executive to perform substantially
Executive's reasonably assigned duties with Tektronix (other
than any such failure resulting from Executive's incapacity
due to physical or mental illness) after a demand for
3
<PAGE>
substantial performance is delivered to Executive by the Chairman of
the Board of Directors or the President of Tektronix which
specifically identifies the manner in which such executive
believes that Executive has not substantially performed
Executive's duties, or (b) the willful engaging by Executive
in illegal conduct which is materially and demonstrably
injurious to Tektronix. For purposes of this Section 6.1, no
act, or failure to act, on Executive's part shall be consid-
ered "willful" unless done, or omitted to be done, by Execu-
tive in knowing bad faith and without reasonable belief that
Executive's action or omission was in, or not opposed to, the
best interests of Tektronix. Any act, or failure to act,
based upon authority given pursuant to a resolution duly
adopted by the Board of Directors or based upon the advice of
counsel for Tektronix shall be conclusively presumed to be
done, or omitted to be done, by Executive in good faith and in
the best interests of Tektronix.
6.2 Disability. Termination by Tektronix of Executive's employ-
ment based on "Disability" shall mean termination because of
Executive's absence from Executive's duties with Tektronix on
a full-time basis for one hundred eighty (180) consecutive
days as a result of Executive's incapacity due to physical or
mental illness, unless within thirty (30) days after notice of
termination by Tektronix following such absence Executive
shall have returned to the full-time performance of Execu-
tive's duties.
7. SUCCESSORS; BINDING AGREEMENT.
7.1 This Agreement shall be binding on and inure to the benefit of
Tektronix and its successors and assigns.
7.2 This Agreement shall inure to the benefit of and be enforce-
able by Executive and Executive's legal representatives,
executors, administrators and heirs.
8. RESIGNATION OF CORPORATE OFFICES. Executive will resign
Executive's office, if any, as a director, officer or trustee of
Tektronix, its subsidiaries or affiliates, effective as of the date
of termination of employment. Executive agrees to provide
Tektronix such written resignation(s) upon request.
9. GOVERNING LAW, ARBITRATION. This Agreement shall be construed in
accordance with and governed by the laws of the State of Oregon.
Any dispute or controversy arising under or in connection with this
Agreement or the breach thereof, shall be settled exclusively by
arbitration in Portland, Oregon in accordance with the Commercial
Arbitration Rules of the American Arbitration
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Association, and judgment upon the award rendered by the Arbitrator
may be entered in any Court having jurisdiction thereof.
10. FEES AND EXPENSES. In the event that Executive initiates arbitra-
tion under the circumstances described in this Agreement to obtain
or enforce any right or benefit provided by this Agreement and the
arbitrator determines that Executive is the prevailing party,
Executive shall be permitted to recover Executive's reasonable
attorneys' fees and costs incurred in connection with such
proceeding. In the event that the arbitrator determines that
Tektronix is the prevailing party, each party shall bear its own
attorneys' fees and costs incurred in connection with such
proceeding.
11. AMENDMENT. No provision of this Agreement may be modified unless
such modification is agreed to in a writing signed by Executive and
Tektronix.
TEKTRONIX, INC. /s/ Roy D. Barker
ROY D. BARKER
By: /s/ J. J. Meyer
Title: Chm & CEO
5
<PAGE>
Exhibit A
RELEASE OF CLAIMS
This Release of Claims (the "Release") is made and executed by
_________________________________ in connection with the termina-
tion of my employment with Tektronix, Inc. ("Tektronix") and in
consideration of my receiving valuable severance pay and benefits
as provided for in the Executive Severance Agreement ("Agreement").
These benefits are substantial consideration to which I am not
otherwise entitled.
On behalf of myself and my spouse, heirs, administrators and
assigns, I hereby release Tektronix, its parent and related
corporations, affiliates, or joint venturers and all officers,
directors, employees, agents, and insurers of the aforementioned
(collectively the "Company") from any and all liability, damages or
causes of action, whether known or unknown relating to my employ-
ment with the Company or the termination of that employment,
including but not limited to any claims for additional compensation
in any form, or damages. This specifically includes, but is not
limited to, all claims for relief or remedy under any state or
federal laws, including but not limited to Title VII of the Civil
Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USC Sections
1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the
Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act, the Older Workers Benefit Protection Act, the
Worker Adjustment and Retraining Notification Act, the Rehabilita-
tion Act of 1973, the Vietnam Era Veterans' Readjustment Assistance
Act, the Fair Labor Standards Act, Executive Order 11246, all as
amended, and the civil rights, employment and labor laws of the
state of any state or the United States.
This Release shall not affect any rights which I may have under any
medical insurance, disability, workers' compensation, unemployment
compensation or retirement plans maintained by the Company.
I acknowledge that I have been given at least 45 days to consider
whether to execute this Release of Claims and accept benefits under
the Program; that I have been advised of my right to consult with
an attorney or financial advisor of my choice and at my own
expense; that the Agreement gives me severance pay and benefits
which the Company would otherwise have no obligation to give me;
and that I voluntarily enter into the Release of Claims.
I understand that the Release of Claims is to be signed within 45
days from the date I received it or on my last day of employment,
whichever is later, and that I may revoke the Release of Claims,
provided I do so in writing within seven (7) days of signing the
Release. I understand and agree that the Company will have no
obligation to pay me any benefits under the Agreement until the
expiration of the revocation
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<PAGE>
period, provided I have not revoked the Release of Claims. I understand
that if I revoke the Release of Claims my termination will nonetheless
remain in full force and effect and I will not be entitled to any benefits
under the Agreement.
I acknowledge that I have had time to consider the alternatives and
consequences of my election to receive benefits under the Agreement
and of signing the Release; that I am aware of my right to consult
an attorney or financial advisor at my own expense; and that, in
consideration for executing this Release and my election to receive
benefits under the Agreement, I have received additional benefits
and compensation of value to which I would not otherwise be
entitled.
I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS
RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME.
Every provision of this Release is intended to be severable. In
the event any term or provision contained in this Release is
determined to be illegal, invalid or unenforceable, such illegali-
ty, invalidity or unenforceability shall not affect the other terms
and provisions of this Release which shall continue in full force
and effect.
Dated: __________________, 1993
____________________________
Employee Name
____________________________
Employee Signature
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<PAGE>
EXHIBIT 10(ii)
Tektronix, Inc.
Corporate Law Offices
P.O. Box 1000, MS 63-LAW
Wilsonville, Oregon 97070-1000
503 627-7111
503 685-4223 Fax
September 22, 1993
Mr. Roy D. Barker
420 SW Riverbend
West Linn, OR 97068
Dear Mr. Barker:
Tektronix, Inc., an Oregon corporation (the "Company"), considers
the establishment and maintenance of a sound and vital management to be
essential to protecting and enhancing the best interests of the Company
and its shareholders. In this connection, the Company recognizes that,
as is the case with many publicly held corporations, the possibility of
a change in control may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may
result in the departure or distraction of management personnel to the
detriment of the Company and its shareholders. Accordingly, the Board
of Directors of the Company (the "Board") has determined that
appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances
arising from the possibility of a change in control of the Company.
In order to induce you to remain in the employ of the Company,
this letter agreement, which has been approved by the Board, sets forth
the severance benefits which the Company agrees will be provided to you
in the event your employment with the Company is terminated subsequent
to a "change in control" of the Company under the circumstances
described below.
1. AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE.
(i) Except as otherwise provided in paragraph (ii) below, the
Company or you may terminate your employment at any time, subject to the
Company's providing the benefits hereinafter specified in accordance
with the terms hereof.
(ii) In the event of a tender offer or exchange offer by a Person
(as hereinafter defined) for more than 25 percent of the combined voting
power of the Company's outstanding securities ordinarily having the
right to vote at elections of directors ("Voting Securities"), including
shares of Common Stock of the Company
<PAGE>
(the "Company Shares"), you agree
that you will not leave the employ of the Company (other than as a
result of Disability or upon Retirement, as such terms are hereinafter
defined) and will render the services contemplated in the recitals to
this Agreement until such tender offer or exchange offer has been
abandoned or terminated or a change in control of the Company, as
defined in Section 3 hereof, has occurred. For purposes of this
Agreement, the term "Person" shall mean and include any individual,
corporation, partnership, group, association or other "person," as such
term is used in Section 14(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), other than the Company or any employee benefit
plan(s) sponsored by the Company.
2. TERM OF AGREEMENT. This Agreement shall commence on the date
hereof and shall continue in effect until December 31, 1993; provided,
however, that commencing on January 1, 1994 and each January 1
thereafter, the term of this Agreement shall automatically be extended
for one additional year unless at least 90 days prior to such January 1
date, the Company or you shall have given notice that this Agreement
shall not be extended; and provided, further, that this Agreement shall
continue in effect for a period of twenty-four (24) months beyond the
term provided herein if a change in control of the Company, as defined
in Section 3 hereof, shall have occurred during such term.
Notwithstanding anything in this Section 2 to the contrary, this
Agreement shall terminate if you or the Company terminate your
employment prior to a change in control of the Company as defined in
Section 3 hereof. In addition, the Company may terminate this Agreement
during your employment if, prior to a change in control of the Company
as defined in Section 3 hereof, you cease to hold your current position
with the Company, except by reason of a promotion.
3. CHANGE IN CONTROL. For purposes of this Agreement, a "change in
control" of the Company shall mean a change in control of a nature that
would be required to be reported in response to Item 1(a) of the Current
Report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Exchange Act; provided that, without
limitation, such a change in control shall be deemed to have occurred
at such time as (a) any Person is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 25 percent or more of the combined voting power of the Company's
Voting Securities or (b) individuals who constitute the Board on the
date hereof (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at
least a majority of the directors comprising the Incumbent Board (either
by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this clause (b),
considered as though such person were a member of the Incumbent Board.
Notwithstanding anything in the foregoing to the
2
<PAGE>
contrary, no change in
control shall be deemed to have occurred for purposes of this Agreement
by virtue of any transaction which results in you, or a group of Persons
which includes you, acquiring, directly or indirectly, 25 percent or
more of the combined voting power of the Company's Voting Securities.
4. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events
described in Section 3 hereof constituting a change in control of the
Company shall have occurred, you shall be entitled to the benefits
provided in paragraph (iii) of Section 5 hereof upon the termination of
your employment within twenty-four (24) months after such event, unless
such termination is (a) because of your death or Retirement, (b) by the
Company for Cause or Disability or (c) by you other than for Good Reason
(as all such capitalized terms are hereinafter defined).
(i) DISABILITY. Termination by the Company of your employment
based on "Disability" shall mean termination because of your absence
from your duties with the Company on a full-time basis for one hundred
eighty (180) consecutive days as a result of your incapacity due to
physical or mental illness, unless within thirty (30) days after Notice
of Termination (as hereinafter defined) is given to you following such
absence you shall have returned to the full-time performance of your
duties.
(ii) RETIREMENT. Termination by you or by the Company of your
employment based on "Retirement" shall mean termination on your normal
retirement date as set forth in the Company's Pension Plan (or any
successor or substitute plan or plans of the Company put into effect
prior to a change in control).
(iii) CAUSE. Termination by the Company of your employment
for "Cause" shall mean termination upon (a) the willful and continued
failure by you to perform substantially your reasonably assigned duties
with the Company consistent with those duties assigned to you prior to
the change in control (other than any such failure resulting from your
incapacity due to physical or mental illness) after a demand for
substantial performance is delivered to you by the Chairman of the Board
or President of the Company which specifically identifies the manner in
which such executive believes that you have not substantially performed
your duties, or (b) the willful engaging by you in illegal conduct which
is materially and demonstrably injurious to the Company. For purposes
of this paragraph (iii), no act, or failure to act, on your part shall
be considered "willful" unless done, or omitted to be done, by you in
knowing bad faith and without reasonable belief that your action or
omission was in, or not opposed to, the best interests of the Company.
Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel
for the Company shall be conclusively presumed to be done, or omitted
to be done, by you in good faith and in the best interests of the
corporation.
3
<PAGE>
Notwithstanding the foregoing, you shall not be deemed to
have been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for the purpose (after
reasonable notice to you and an opportunity for you, together with your
counsel, to be heard before the Board), finding that in the good faith
opinion of the Board you were guilty of the conduct set forth above in
(a) or (b) of this paragraph (iii) and specifying the particulars
thereof in detail.
(iv) GOOD REASON. Termination by you of your employment for
"Good Reason" shall mean termination based on:
(A) a change in your status, title, position(s) or
responsibilities as an officer of the Company which, in your
reasonable judgment, does not represent a promotion from your status,
title, position(s) and responsibilities as in effect immediately
prior to the change in control, or the assignment to you of any
duties or responsibilities which, in your reasonable judgment, are
inconsistent with such status, title or position(s), or any removal
of you from or any failure to reappoint or reelect you to such
position(s), except in connection with the termination of your
employment for Cause, Disability or Retirement or as a result of your
death or by you other than for Good Reason;
(B) a reduction by the Company in your base salary as in
effect immediately prior to the change in control;
(C) the failure by the Company to continue in effect any
Plan (as hereinafter defined) in which you are participating at the
time of the change in control of the Company (or Plans providing you
with at least substantially similar benefits) other than as a result
of the normal expiration of any such Plan in accordance with its
terms as in effect at the time of the change in control, or the
taking of any action, or the failure to act, by the Company which
would adversely affect your continued participation in any of such
Plans on at least as favorable a basis to you as is the case on the
date of the change in control or which would materially reduce your
benefits in the future under any of such Plans or deprive you of any
material benefit enjoyed by you at the time of the change in control;
(D) the failure by the Company to provide and credit you
with the number of paid vacation days to which you are then entitled
in accordance with the Company's normal vacation policy as in effect
immediately prior to the change in control;
4
<PAGE>
(E) the Company's requiring you to be based anywhere other
than where your office is located immediately prior to the change in
control except for required travel on the Company's business to an
extent substantially consistent with the business travel obligations
which you undertook on behalf of the Company prior to the change in
control;
(F) the failure by the Company to obtain from any
Successor (as hereinafter defined) the assent to this Agreement
contemplated by Section 6 hereof; or
(G) any purported termination by the Company of your
employment which is not effected pursuant to a Notice of Termination
satisfying the requirements of paragraph (v) below (and, if
applicable, paragraph (iii) above); and for purposes of this
Agreement, no such purported termination shall be effective.
For purposes of this Agreement, "Plan" shall mean any compensation plan
such as an incentive, stock option or restricted stock plan or any
employee benefit plan such as a thrift, pension, profit sharing,
medical, disability, accident, life insurance plan or a relocation plan
or policy or any other plan, program or policy of the Company intended
to benefit employees.
(v) NOTICE OF TERMINATION. Any purported termination by the
Company or by you following a change in control shall be communicated
by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.
(vi) DATE OF TERMINATION. "Date of Termination" following a
change in control shall mean (a) if your employment is to be terminated
for Disability, thirty (30) days after Notice of Termination is given
(provided that you shall not have returned to the performance of your
duties on a full-time basis during such thirty (30) day period), (b) if
your employment is to be terminated by the Company for Cause, the date
on which a Notice of Termination is given, and (c) if your employment
is to be terminated by you or by the Company for any other reason, the
date specified in the Notice of Termination, which shall be a date no
earlier than ninety (90) days after the date on which a Notice of
Termination is given, unless an earlier date has been agreed to by the
party receiving the Notice of Termination either in advance of, or
after, receiving such Notice of Termination. Notwithstanding anything
in the foregoing to the contrary, if the party receiving the Notice of
Termination has not previously agreed to the termination, then within
5
<PAGE>
thirty (30) days after any Notice of Termination is given, the party
receiving such Notice of Termination may notify the other party that a
dispute exists concerning the termination, in which event the Date of
Termination shall be the date set either by mutual written agreement of
the parties or by the arbitrators in a proceeding as provided in
Section 13 hereof.
5. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(i) During any period following a change in control that you
fail to perform your duties as a result of incapacity due to physical
or mental illness, you shall continue to receive your full base salary
at the rate then in effect and any benefits or awards under any Plans
shall continue to accrue during such period, to the extent not
inconsistent with such Plans, until your employment is terminated
pursuant to and in accordance with paragraphs 4(i) and 4(vi) hereof.
Thereafter, your benefits shall be determined in accordance with the
Plans then in effect.
(ii) If your employment shall be terminated for Cause following
a change in control of the Company, the Company shall pay you your full
base salary through the Date of Termination at the rate in effect just
prior to the time a Notice of Termination is given plus any benefits or
awards (including both the cash and stock components) which pursuant to
the terms of any Plans have been earned or become payable, but which
have not yet been paid to you. Thereupon the Company shall have no
further obligations to you under this Agreement.
(iii) If, within twenty-four (24) months after a change in
control of the Company shall have occurred, as defined in Section 3
above, your employment by the Company shall be terminated (a) by the
Company other than for Cause, Disability or Retirement or (b) by you for
Good Reason based on an event occurring concurrent with or subsequent
to a change of control, then, by no later than the fifth day following
the Date of Termination (except as otherwise provided), you shall be
entitled, without regard to any contrary provisions of any Plan, to a
severance benefit (the "Severance Benefit") consisting of the Specified
Benefits (as defined below in this Section 5(iii)) unless you would
receive a greater after-tax benefit from the Capped Benefit (as defined
in the next sentence), in which case the Severance Benefit shall be the
Capped Benefit. The Capped Benefit is the Specified Benefits, reduced
by the amount necessary to prevent any portion of the Specified Benefits
from being "parachute payments" as defined in section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended ("IRC"), or any successor
provision. For purposes of determining whether you would receive a
greater after-tax benefit from the Capped Benefit than from the
Specified Benefits, there shall be taken into account all payments and
benefits you will receive upon a change in control of the Company,
including accelerated vesting of options, stock bonuses and other awards
under the Company's stock option and stock incentive plans
(collectively, excluding the Severance Benefit, the "Change of Control
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<PAGE>
Payments"). To determine whether your after-tax benefit from the Capped
Benefit would be greater than your after-tax benefit from the Specified
Benefits, there shall be subtracted from the sum of the before-tax
Severance Benefit and the Change of Control Payments (including the
monetary value of any non-cash benefits) any excise tax that would be
imposed under IRC Section 4999 and all federal, state and local taxes required
to be paid by you in respect of the receipt of such payments, assuming
that such payments would be taxed at the highest marginal rate
applicable to individuals in the year in which the Severance Benefit is
to be paid or such lower rate as you advise the Company in writing is
applicable to you. The Specified Benefits are as follows:
(A) the Company shall pay your full base salary through the Date
of Termination at the rate in effect just prior to the time a Notice
of Termination is given plus any benefits or awards (including both
cash and stock components) which pursuant to the terms of any Plans
have been earned or become payable, but which have not yet been paid
to you (including amounts which previously had been deferred at your
request);
(B) as severance pay and in lieu of any further salary for
periods subsequent to the Date of Termination, the Company shall pay
to you in a single payment an amount in cash equal to three times your
annual base salary at the rate in effect just prior to the time a
Notice of Termination is given;
(C) the Company shall maintain in full force and effect, for the
continued benefit of you and your dependents for a period terminating
on the earliest of (a) two years after the Date of Termination or
(b) the commencement date of equivalent benefits from a new employer
all life, accidental death, medical and dental insurance plans or
programs in which you were entitled to participate immediately prior
to the Date of Termination, provided that your continued participation
is possible under the general terms and provisions of such Plans and
you continue to pay an amount equal to your regular contribution for
such participation, if any. If, at the end of two years after the
Termination Date you have not previously received or are not then
receiving equivalent benefits from a new employer, the Company shall
arrange, at its sole cost and expense, to enable you to convert you
and your dependents' coverage under such Plans to individual policies
or programs upon the same terms as employees of the Company may apply
for such conversions. In the event that your participation in any
such Plan is barred, the Company, at its sole cost and expense, shall
arrange to have issued for the benefit of you and your dependents
individual policies of insurance providing benefits substantially
similar (on an after-tax basis) to those which you otherwise would
have been entitled to receive under such Plans pursuant to this
paragraph (C) or, if such insurance is not avail-
7
<PAGE>
able at a reasonable
cost to the Company, the Company shall otherwise provide you and your
dependents equivalent benefits (on an after-tax basis). You shall not
be required to pay any premiums or other charges in an amount greater
than that which you would have paid in order to participate in such
Plans.
(D) the Company shall pay you for any vacation time earned but
not taken at the Date of Termination, at an hourly rate equal to your
annual base salary as in effect immediately prior to the time a Notice
of Termination is given divided by 2080;
(E) you shall be entitled to purchase from the Company at the
Company's cost less accumulated depreciation any Company-owned
automobile which had been designated for your use prior to the time a
Notice of Termination is given;
(F) the Company shall reimburse you for costs you incur at any
time during the first twelve (12) months following the Date of
Termination in a single move anywhere in the continental United
States; moving to include packing, shipping, insurance (valuation not
to exceed $150,000) and temporary storage (not to exceed six months)
for up to 20,000 pounds of household goods;
(G) the Company shall purchase your residence (which shall mean
a dwelling owned by you in which you resided at the time a Notice of
Termination is given) or shall assist you in the sale of your
residence as follows:
(i) The Company will purchase your residence subject
to the terms hereof. Within ninety (90) days following
the Date of Termination you may request determination of
a purchase price of your residence by written notice to
the Company. You and the Company shall each select a
qualified and recognized appraiser with appropriate pro-
fessional designation within ten (10) days of receipt of
the notice by the Company. If the higher of the two
appraisals rendered by the designated appraisers does not
exceed 105 percent of the lower of the two appraisals, the
purchase price of the residence shall equal the average of
the two appraisals. If the higher appraisal exceeds 105
percent of the lower appraisal, a third appraiser shall be
selected jointly by you and the Company, and the purchase
price of the residence shall equal the average of the two
closest
8
<PAGE>
appraisals. The Company shall give you written
notice of the purchase price upon its determination, and
shall immediately purchase your residence at the
determined purchase price if you submit a written request
for purchase to the Company within the sixty (60) day
period following the date of receipt of notice of the pur-
chase price. If you do not submit a written request for
purchase within the 60-day period, the Company's
obligation to purchase your residence will expire.
(ii) Upon receiving notice of the purchase price
determined under (i) above, you may attempt to sell your
residence yourself.
(iii) If you sell your residence to the Company
or sell it yourself within the 60-day period following the
date on which notice is received, the Company will
reimburse you for costs you incurred incident to the sale,
including: reimbursement of actual brokerage fees up to
a maximum of seven percent of the selling price; mortgage
prepayment penalty fees, if any; state and county transfer
taxes normally paid by the seller; owners' title insurance
charges normally paid by the seller; and revenue stamp and
appraisal fees, if any. Evidence of these expenses must
be submitted to the Company for approval and supported by
copies of all closing papers. The income tax consequences
of such reimbursements will be your responsibility. The
Company shall have no obligation to reimburse you for
costs incident to sale of your residence if you have
entered into an exclusive listing commitment with respect
to sale of the residence and the commitment extends beyond
the 60-day period following the date you receive notice of
the purchase price unless approval of the Company for such
longer commitment period has been obtained.
(iv) If you decide to rent or lease your residence
the Company shall not be obligated to purchase it nor to
reimburse you for costs incident to any subsequent sale.
(iv) Except as specifically provided above, the amount of any
payment provided for in this Section 5 shall not reduced, offset or
subject to recovery by the Company by reason of any compensation earned
by you as the result of employment by another employer after the Date
of Termination, or
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<PAGE>
otherwise. Your entitlements under subparagraph
(5)(iii) are in addition to, and not in lieu of, any rights, benefits
or entitlements you may have under the terms or provisions of any Plan.
6. SUCCESSORS; BINDING AGREEMENT.
(i) Upon your written request, the Company will seek to have any
Successor (as hereinafter defined), by agreement in form and substance
satisfactory to you, assent to the fulfillment by the Company of its
obligations under this Agreement. Failure of the Company to obtain such
assent prior to or at the time a Person becomes a Successor shall
constitute Good Reason for termination by you of your employment and,
if a change in control of the Company has occurred, shall entitle you
immediately to the benefits provided in paragraph (iii) of Section 5
hereof upon delivery by you of a Notice of Termination which the
Company, by executing this Agreement, hereby assents to. For purposes
of this Agreement, "Successor" shall mean any Person that succeeds to,
or has the practical ability to control (either immediately or with the
passage of time), the Company's business directly, by merger or
consolidation, or indirectly, by purchase of the Company's Voting
Securities or otherwise.
(ii) This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
If you should die while any amount would still be payable to you
hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to your devisee, legatee or other designee or, if
there be no such designee, to your estate.
7. EMPLOYEE'S COMMITMENT. You agree that subsequent to your period
of employment with the Company, you will not at any time communicate or
disclose to any unauthorized person, without the written consent of the
Company, any proprietary processes of the Company or any subsidiary or
other confidential information concerning their business, affairs,
products, suppliers or customers which, if disclosed, would have a
material adverse effect upon the business or operations of the Company
and its subsidiaries, taken as a whole; it being understood, however,
that the obligations of this Section 7 shall not apply to the extent
that the aforesaid matters (a) are disclosed in circumstances where you
are legally required to do so or (b) become generally known to and
available for use by the public otherwise than by your wrongful act or
omission.
8. FEES AND EXPENSES. The Company shall pay all legal fees and
related expenses incurred by you as a result of (i) your termination
following a change in control of the Company (including all such fees
and expenses, if any, incurred in
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contesting or disputing any such
termination) or (ii) your seeking to obtain or enforce any right or
benefit provided by this Agreement.
9. SURVIVAL. The respective obligations of, and benefits afforded
to, the Company and you as provided in Sections 5, 6(ii), 7, 8 and 13
of this Agreement shall survive termination of this Agreement.
10. NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage prepaid
and addressed, in the case of the Company, to the address set forth on
the first page of this Agreement or, in the case of the undersigned
employee, to the address set forth below his signature, provided that
all notices to the Company shall be directed to the attention of the
Chairman of the Board or President of the Company, with a copy to the
Secretary of the Company, or to such other address as either party may
have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
11. MISCELLANEOUS. No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or
discharge is agreed to in a writing signed by you and the Chairman of
the Board or President of the Company. No waiver by either party hereto
at any time of any breach by the other party hereto of, or of compliance
with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party
which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Oregon.
12. VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
13. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by
arbitration in Portland, Oregon by three arbitrators in accordance with
the rules of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrators' award in any court having
jurisdiction; provided, however, that you shall be entitled to seek
specific performance of your right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising
under or
11
<PAGE>
in connection with this Agreement. The Company shall bear all
costs and expenses arising in connection with any arbitration proceeding
pursuant to this Section 13.
14. RELATED AGREEMENTS. To the extent that any provision of any
other agreement between the Company or any of its subsidiaries and you
shall limit, qualify or be inconsistent with any provision of this
Agreement, then for purposes of this Agreement, while the same shall
remain in force, the provision of this Agreement shall control and such
provision of such other agreement shall be deemed to have been
superseded, and to be of no force or effect, as if such other agreement
had been formally amended to the extent necessary to accomplish such
purpose.
15. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all
of which together will constitute one and the same instrument.
If this letter correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed copy
of this letter which will then constitute our agreement on this subject.
Agreed to this 22nd day Sincerely,
of September, 1993 Tektronix, Inc.
/s/ Roy D. Barker By: /s/ J.J. Meyer
Roy D. Barker Jerome J. Meyer
Chairman and Chief Executive Officer
12
[TEXT]
<PAGE>
EXHIBIT 21
Exhibit 21
Subsidiaries of Tektronix, Inc.
Percentage of Voting
Name of Subsidiary and Securities Owned by
Jurisdiction in Which Organized Immediate Parent
------------------------------- --------------------
Tektronix Ges.m.b.H. (Austria) 100%
Tektronix GmbH (Germany) 100
Tektronix Canada Inc. (Canada) 100
Tektronix Australia Pty. Limited (Australia) 100
Grass Valley Group Pty. Limited (Australia) 100
Tektronix (France) 100
Tektronix N.V. (Belgium) 100
Tektronix, S.A. de C.V. (Mexico) 100
Tektronix A/S (Denmark) 100
Tektronix S.p.A. (Italy) 100
Tektronix Norge A/S (Norway) 100
Tektronix AB (Sweden) 100
Tektronix Oy (Finland) 100
Tektronix Industria e Comercio Ltda. (Brazil) 100
Tektronix Europe B.V. (The Netherlands) 100
The Grass Valley Group, Inc. (California) 100
GVG International, Ltd. (California) 100
GVG Japan, Ltd. (Japan) 100
Grass Valley International, Inc. (Guam) 100
Tektronix International A.G. (Switzerland) 100
Tektronix Holland N.V. 100
(The Netherlands)
<PAGE>
Page 2. Exhibit 21
Tektronix U.K. Limited 100%
(England)
GVG Limited (United Kingdom) 100
Bouwerij Heerenveen N.V. 100
(The Netherlands)
Sony/Tektronix Corporation (Japan) 50
Tektronix Espanola, S.A. (Spain) 100
Tektronix Development Company (Oregon) 100
Tektronix Foreign Sales Corporation (Guam) 100
Tektronix China, Limited (Hong Kong) 100
Tektronix Hong Kong, Limited (Hong Kong) 100
Tektronix International, Inc. (Oregon) 100
Yangzhong Tektronix Electronic Instrument Co., Ltd. 70
(China)
Shanghai Tektronix Electronic Instrument Co., Ltd. 65
Tektronix Taiwan, Ltd. (Taiwan) 100
Tektronix Properties, Inc. (Oregon) 100
Tektronix Federal Systems, Inc. (Oregon) 100
Tektronix Asia, Ltd. (Oregon) 100
Colorado Data Systems, Inc. (Colorado) 100
CAChe Scientific, Inc. (Oregon) 70
Tektronix Singapore Pte Ltd (Singapore) 100
Tektronix Components Corporation (Oregon) 100
Tektronix Sales and Marketing Company (Oregon) 100
Tektronix Korea, Ltd. (Korea) 100
