<PAGE>
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 / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ 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, if other than the Registrant)
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(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
Not applicable
_________________________
(4) Proposed maximum aggregate value of transaction:
Not applicable
_________________________
(5) Total fee paid:
Not applicable
_________________________
/ / Fee paid previously with preliminary materials:
/ / 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
_________________________
______________
<PAGE>
August 3, 1995
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of Tektronix, Inc., which will be held on Thursday,
September 21, 1995, at 10:30 a.m., at The Clift Hotel, 495 Geary
Street, San Francisco, California.
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, CHIEF EXECUTIVE OFFICER
AND PRESIDENT
<PAGE>
Notice of Annual Meeting of Shareholders
on September 21, 1995
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 21, 1995, at 10:30 a.m., Pacific Time, at The
Clift Hotel, 495 Geary Street, San Francisco, California, for the
following purposes:
1. Electing four directors;
2. Voting on approval of Non-Employee Directors Stock
Compensation Plan;
3. 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, prohibit the grant of
options at less than 100% of fair market value, prohibit the
regranting of options for the purpose of repricing options that
are underwater and make certain other changes; and
4. Transacting such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on Monday,
July 31, 1995, 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 21,
1995, at 10:30 a.m., at The Clift Hotel, 495 Geary Street, San
Francisco, California. 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 Morrow & Co., Inc. to assist in the
solicitation of proxies from shareholders (primarily brokers,
banks and other institutional shareholders) for a fee estimated
at approximately $5,000 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 14, 1995.
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 33,380,920 Common Shares of the Company outstanding at
the close of business on July 31, 1995, 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 June 30, 1995 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<1> PERCENT
________________________________________________________________________
<S> <C> <C>
FMR Corp. 3,313,314<2> 10%
82 Devonshire Street
Boston, MA 02109
PRIMECAP Management Company 1,930,375<3> 6%
225 South Lake Avenue
Pasadena, CA 91101-3005
Paul Bamborough and 1,644,164<4> 5%
The RHB Trust Co.,
as Trustee of the
Muriel Trust
___________
<FN>
<F1> (1) Shares held with sole investment and voting power unless
otherwise indicated.
<F2> (2) FMR Corp. has furnished the Company with a copy of Schedule
13G dated February 13, 1995, filed with the Securities and
Exchange Commission. The Schedule 13G reports that at December
31, 1994, (i) FMR Corp. had sole voting power over 6,882 Common
Shares, sole dispositive power over 6,482 Common Shares and
shared dispositive power over 400 Common Shares, and (ii) sole
dispositive power over 3,306,432 Common Shares held by investment
companies as to which a subsidiary of FMR Corp. is the investment
advisor, including 3,053,800 Common Shares held by Fidelity
Magellan Fund.
<F3> (3) Based on information set forth in an amendment to Schedule
13G dated July 12, 1995, filed with the Securities and Exchange
Commission.
<F4> (4) Mr. Bamborough has sole voting and investment power with
respect to 1,312,931 of these shares, and The RHB Trust Co. Ltd.,
as trustee of the Muriel Trust, has sole voting and investment
power with respect to 331,233 of these shares.
2
<PAGE>
BOARD OF DIRECTORS
The board of directors currently consists 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 III directors expires at the 1995 annual meeting;
the term of office of Class I directors expires in 1996; and that
of Class II directors expires in 1997 (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.
Attendance at board and committee meetings averaged 92%, and
every director attended at least 75% of the aggregate number of
the meetings of the board and committees on which he or she
served except for Mr. Hicks.
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 three 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 six 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 27 of this
proxy statement. The Committee on Directors met one time 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, performance-based
awards, stock bonuses, cash bonuses and other incentive awards
under these plans. This committee met six times during the last
fiscal year.
3
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
Action will be taken at the 1995 annual meeting to elect four
Class III directors to serve until the 1998 annual meeting of
shareholders. Those nominees, as well as the Class I and Class II
directors who are continuing to serve, are listed below together
with certain information about each of them. The nominees for
election at the 1995 annual meeting are A.M. Gleason, Wayland R.
Hicks, Merrill A. McPeak and Jean Vollum. Messrs. Gleason and
Hicks and Mrs. Vollum have served as directors since 1988, 1992
and 1986, respectively. Merrill A. McPeak was elected to the
board by action of the board on March 1, 1995.
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 III (TERM ENDING 1998)
*A.M. GLEASON, 65, was Vice Chairman of PacifiCorp (a diversified
utility) from February 1994 until May 1995 when he retired. 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 the Organization
and Compensation Committee. He is a director of Blount, Inc.,
Fred Meyer, Inc. and Comdial Corporation.
*WAYLAND R. HICKS, 52, is Chief Executive Officer and Vice
Chairman of Nextel Communications, Inc. (a wireless
communications company), a position he has held since September
1994. Mr. Hicks was Executive Vice President of Xerox Corporation
(a document processing company), from 1987 to September 1994. He
has served as a director since 1992 and is a member of the Audit
Committee and the Committee on Directors. He is a director of
Nextel Communications, Inc. and Maytag Corporation.
*GENERAL MERRILL A. MCPEAK, 59, was Chief of Staff, United States
Air Force, from October 1990 to October 1994 when he retired.
From July 1988 to October 1990, General McPeak served as
Commander in Chief, Pacific Air Forces. He is currently a
consultant. General McPeak was elected a director in March 1995
by action of the board. He is a member of the Audit Committee and
the Organization and Compensation Committee.
*JEAN VOLLUM, 69, 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.
CLASS I (TERM ENDING 1996)
PAUL E. BRAGDON, 68, is President of the Oregon Graduate
Institute of Science and Technology (a private research and
graduate education institution), a position he has held since
October 1994. Mr. Bragdon was President of the Medical Research
Foundation of Oregon from April 1991 to October 1994. 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.
4
<PAGE>
PAUL C. ELY, JR., 63, is a general partner of Alpha Partners (a
venture capital firm), a position he has held since July 1989. He
served as Chairman of the Board of The Ask Group, Inc. (a
software database company) from February 1994 to March 1995. 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 Audit
Committee and the Executive Committee. He is a director of
Parker-Hannifin Corporation and Network Peripherals, Inc.
A. GARY AMES, 50, is President and Chief Executive Officer of U S
WEST International (communications), a position he has held since
July 1995. Mr. Ames was President and Chief Executive Officer of U S
WEST Communications from January 1990 to July 1995. From April 1987 to
January 1990, Mr. Ames was President and Chief Executive Officer
of Mountain Bell. Mr. Ames has served as a director since
September 1994 and is a member of the Audit Committee and the
Organization and Compensation Committee. He is a director of
Albertson's, Inc. and Donaldson Company, Inc.
CLASS II (TERM ENDING 1997)
KEITH R. MCKENNON, 61, is Chairman of the Board of PacifiCorp, a
position he has held since February 1994. Mr. McKennon was
Chairman and Chief Executive Officer of Dow Corning Corporation
from February 1992 until June 1993, and he was Chairman of the
Board of Dow Corning until September 1994. (In May 1995 Dow
Corning Corporation filed for protection under the bankruptcy
laws.) 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 Marion
Merrill Dow, Inc.
JEROME J. MEYER, 57, is Chairman of the Board of Directors, Chief
Executive Officer and President 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, 64, 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 Committee on Directors and the
Executive Committee. Mr. Walker is a director of Planar Systems,
Inc.
__________
*Nominee for election at 1995 annual meeting.
5
<PAGE>
The following table sets forth the beneficial ownership of
Common Shares of the Company by the directors, certain executive
officers and by all executive officers and directors as a group
as of June 30, 1995:
</TABLE>
<TABLE>
<CAPTION>
Number
Name of Shares<1><2> Percent
___________________________________________________________________
<S> <C> <C>
A. Gary Ames 2,003 *
Paul E. Bragdon 3,011<3> *
Paul C. Ely, Jr. 4,329<4> *
A. M. Gleason 911 *
Wayland R. Hicks 1,961 *
Keith R. McKennon 2,571 *
Merrill A. McPeak 986 *
Jerome J. Meyer 355,110<5> 1.06%
Jean Vollum 884,454<6> 2.65%
William D. Walker 114,280<7> *
Carl W. Neun 126,928<8> *
Rudi Lamprecht 21,500<9> *
Daniel Terpack 67,182<10> *
Roy D. Barker 31,750<11> *
All directors and executive 1,860,513<12> 5.58%
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: Mr. Ames, 1,003 shares; Messrs.
Bragdon, Gleason and Walker and Mrs. Vollum, 483 shares each;
Messrs. Ely, 1,098 shares; Mr. Hicks, 785 shares; Mr. McKennon,
315 shares; and General McPeak, 986 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) Includes 2,829 shares held in trust for Mr. Ely.
<F5> (5) Includes (i) stock options for 187,500 shares that are
currently exercisable or become exercisable before August 30,
1995 under the Company's Stock Incentive Plan; (ii) 89,000
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii)
1,210 shares held under the 401(k) Plan with respect to which Mr.
Meyer has voting but no investment power.
<F6> (6) Includes (i) 856,454 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.
<F7> (7) 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 two 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 August 30, 1995, under the Company's
Stock Incentive Plan.
6
<PAGE>
<F8> (8) Includes (i) stock options for 55,000 shares that are
currently exercisable or become exercisable before August 30,
1995 under the Company's Stock Incentive Plan; (ii) 61,667
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii) 781
shares held under the 401(k) Plan with respect to which Mr. Neun
has voting but no investment power.
<F9> (9) Includes (i) stock options for 9,000 shares that are
currently exercisable or become exercisable before August 30,
1995 under the Company's Stock Incentive Plan; and (ii) 12,500
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions.
<F10>(10) Includes (i) stock options for 44,000 shares that are
currently exercisable or become exercisable before August 30,
1995 under the Company's Stock Incentive Plan; (ii) 16,000
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii) 765
shares held under the 401(k) Plan with respect to which Mr.
Terpack has voting but no investment power.
<F11>(11) Includes (i) stock options for 14,800 shares that are
currently exercisable or become exercisable before August 30,
1995 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) 612
shares held under the 401(k) Plan with respect to which Mr.
Barker has voting but no investment power.
<F12>(12) Includes (i) 6,119 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 397,050 shares that are currently exercisable or become
exercisable before August 30, 1995 under the Company's stock
option plans (including the Stock Incentive Plan); (iii) 332,667
shares that have been granted subject to forfeiture under certain
conditions pursuant to the Company's Stock Incentive Plan; (iv)
8,941 shares held under the 401(k) Plan with respect to which
officers and directors have voting but no investment power; and
(v) 81,559 shares owned by, or in trust for, members of the
families of officers and directors, of which such officers and
directors disclaim beneficial ownership.
</FN>
DIRECTORS' COMPENSATION. During the last fiscal year directors
who are not employees of the Company received 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 September 1995, the
annual retainer for directors who are not employees of the
Company will be increased to $25,000. Non-employee directors
receive one-half of the annual retainer in the form of Common
Shares of the Company every five years as described under
"Proposal to Approve Non-Employee Directors Stock Compensation
Plan." Directors who are not employees of the Company also
receive $1,200 for each meeting of the board of directors
attended and $900 for each committee meeting attended, with the
exception of committee meetings held during the time normally
scheduled for a board meeting. Directors who are employees of the
Company receive no separate compensation as directors.
In March 1994 the board adopted a Non-Employee Directors'
Deferred Compensation Plan. Under this plan, directors who are
not employees may elect to have all or part of their annual cash
retainers and meeting fees credited to a deferred compensation
cash account. Amounts credited to the account will accrue
interest based on the 10-year U.S. Treasury Notes rate adjusted
at the end of each calendar quarter. Such deferred amounts will
be paid in a single lump-sum payment or in up to five equal
annual installments to commence in January after the director
ceases to serve on the board or becomes age 65 or older, as
specified. Non-employee directors may also elect to defer receipt
of stock under the Non-Employee Directors' Deferred Compensation
Plan.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information
for the Chief Executive Officer and each of the next four most
highly compensated executive officers of the Company during the
last fiscal year ("Named Officers") for services rendered in all
capacities for the last three fiscal years.
</TABLE>
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
__________________________________ _____________________________________
Awards Payouts
_____________________________________
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Salary Bonus Compensation Awards Options Payouts Compensation
Position Year ($)<1> ($)<2> ($)<3> ($)<4> (#) ($)<5> ($)<6>
_____________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerome J. Meyer 1995 $551,923 $672,171 $ 28,800 $ 0 0 $1,220,174 $330,244<7>
Chairman, Chief 1994 521,923 338,160 25,050 0 50,000 0 238,041<7>
Executive Officer 1993 500,000 24,750 6,900 499,987<8> 50,000 0 13,983
and President
Carl W. Neun<9> 1995 $350,000 $289,614 $ 14,575<10> $ 0 0 $ 583,561 $297,956<11>
Vice President 1994 350,000 126,569 66,643<10> 0 25,000 0 12,767
and Chief 1993 60,577 27,281 136,998<12> 540,000<13> 185,000 0 2,181
Financial Officer
Rudi Lamprecht 1995 $480,769<14> $124,760<15> $ 1,500 $128,000<16> 18,000 $ 0 $ 0
Vice President 1994 212,037<14> 43,163 250,652<17> 0 30,000 0 0
and President, 1993 _ _ _ _ _ _ _
European
Operations
Daniel Terpack 1995 $244,615 $255,258 $ 49,472<18> $ 0 18,000 $ 477,459 $ 7,596
Vice President 1994 228,846 121,585 46,125<19> 0 25,000 0 9,892
and President, 1993 80,769 49,194 53,575<20> 0 40,000 0 3,923
Measurement
Business Division
Roy D. Barker<21> 1995 $221,908 $205,882 $ 18,522 $ 0 15,000 $ 477,459 $ 10,993
Vice President 1994 195,692 90,652 8,550 0 20,000 0 5,765
and President, 1993 179,423 284,332<22> 2,700 66,375<23> 16,700 0 5,486
Color Printing &
Imaging Division
__________
<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) amounts paid under the
Company's Results Sharing Plan; and (iii) for 1994, special cash
bonus amounts.
<F3> (3) Includes dividends paid on performance shares subject to
forfeiture restrictions. Does not include certain personal
benefits 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. At
May 27, 1995, no shares covered by Time-based Awards remained
subject to forfeiture restrictions for Messrs. Meyer or Barker.
8
<PAGE>
<F5> (5) Represents the fair market value at the end of fiscal
year 1995 of stock awarded in fiscal year 1993 as
long-term performance awards under the
Company's Stock Incentive Plan and cash payments made in
connection with such awards. The shares became vested and the
cash payments were made based on the Company's performance during
the three fiscal years ending in 1995. The per share fair market
value of the shares was $20.125 at the beginning of fiscal year
1993 and was $46.00 at the end of fiscal year 1995.
<F6> (6) Except as otherwise indicated, represents amounts
contributed by the Company under the Company's 401(k) Plan.
<F7> (7) Includes $322,924 for 1995 and $228,930 for 1994, which
represent 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."
<F8> (8) Represents 23,668 stock bonus shares granted in 1993
subject to one-year vesting from the date of grant.
<F9> (9) Mr. Neun is now Senior Vice President and Chief Financial
Officer.
<F10>(10) Includes relocation expenses paid by the Company in
connection with Mr. Neun's relocation to Oregon.
<F11>(11) Includes $290,456, 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. Neun and reimbursement for taxes paid in
connection therewith. See "Employment Arrangements."
<F12>(12) Includes moving and relocation paid by the Company and a
cash hiring bonus paid to Mr. Neun in connection with his
employment.
<F13>(13) 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 27, 1995, 6,667 of Mr. Neun's shares covered by
Time-based Awards (with a fair market value of $306,682) remained
subject to forfeiture restrictions.
<F14>(14) Represents salary paid in European currencies during 1994
and 1995. For reporting purposes, those currencies were converted
to U.S. dollars in the month of payment.
<F15>(15) Represents an amount paid under the Annual Performance
Improvement Plan in a European currency. For reporting purposes
the currency was converted to U.S. dollars in the month of
payment.
<F16>(16) Represents 4,000 stock bonus shares granted in 1995 subject
to two-year vesting based on continued employment, except that
vesting is accelerated upon death or disability. At May 27, 1995,
all 4,000 of Mr. Lamprecht's shares covered by Time-based Awards
(with a fair market value of $184,000) remained subject to
forfeiture restrictions.
<F17>(17) Includes a housing allowance, moving and relocation expenses
paid by the Company and a cash hiring bonus paid to Mr. Lamprecht
in connection with his employment.
<F18>(18) Includes moving and relocation paid by the Company in
connection with Mr. Terpack's employment.
<F19>(19) Includes a housing allowance paid by the Company.
<F20>(20) Includes a housing allowance paid by the Company and a cash
hiring bonus paid to Mr. Terpack in connection with his
employment.
<F21>(21) Mr. Barker is currently on a four-month sabbatical.
<F22>(22) Includes the fair market value of an unrestricted stock
bonus awarded to Mr. Barker on May 29, 1993.
<F23>(23) Represents 3,000 stock bonus shares granted in 1993 subject
to one-year vesting from the date of grant.
</FN>
</TABLE>
9
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options awarded
to Named Officers under the Company's Stock Incentive Plan during
the last fiscal year.
<TABLE>
<CAPTION>
Individual Grants
___________________________________________________
Number of Percent of
Securities Total Options Exercise
Underlying Granted to or Base Grant Date
Options Employees in Price Expiration Present Value
Name Granted(#)<1> Fiscal Year ($/Sh) Date ($)<2>
______________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jerome J. Meyer 0 _ _ _ _
Carl W. Neun 0 _ _ _ _
Rudi Lamprecht 18,000 2.2% $40.287 12/21/04 $213,120<3>
Daniel Terpack 18,000 2.2% 31.35 6/29/04 $140,040<4>
Roy D. Barker 15,000 1.8% 31.35 6/29/04 $116,700<4>
__________
<FN>
<F1> (1) Each of the options is a premium stock option granted at
110% of the fair market value on the date of grant pursuant to
the Company's Executive Long-Term Incentive Compensation Program.
Accordingly, the stock price must increase 10% from the price at
the date of grant before any value can be realized by the
optionee. Each option becomes exercisable to the extent of 50% of
the shares on each of the first and second anniversaries of
grant, 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.
<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 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.
<F3> (3) The assumptions used to estimate the grant date present
value of this option were volatility (29.785%), risk-free rate of
return (7.81%), dividend yield (1.64%), and time to exercise (10
years), with the resulting value reduced by 28.28% to reflect the
risks of forfeiture and early termination of the options.
<F4> (4) The assumptions used to estimate the grant date present
value of this option were volatility (27.393%), risk-free rate of
return (7.10%), dividend yield (2.11%), and time to exercise (10
years), with the resulting value reduced by 28.74% to reflect the
risks of forfeiture and early termination of the options.
</FN>
</TABLE>
10
<PAGE>
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 27, 1995; 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<1><2>
Acquired Value ___________________________ _____________________________
Name on Exercise Realized<1> Exercisable Unexercisable Exercisable Unexercisable
__________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Jerome J. Meyer 100,000 $2,228,370 162,500 37,500 $4,163,750 $ 822,500
Carl W. Neun 60,000 $ 719,248 87,500 62,500 $1,702,250 $1,180,000
Rudi Lamprecht 7,500 $ 134,651 0 40,500 $ 0 $ 617,522
Daniel Terpack 15,000 $ 265,076 22,500 40,500 $ 447,000 $ 751,200
Roy D. Barker 2,000 $ 30,252 28,700 27,000 $ 604,390 $ 461,750
___________
<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 27, 1995 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 27, 1995.
</FN>
</TABLE>
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(#)<1> Maturation or Payout Threshold(#) Target(#) Maximum(#)
_______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jerome J. Meyer 0 - - - -
Carl W. Neun 0 - - - -
Rudi Lamprecht 5,000 6/94 - 5/97 1,000 5,000 8,750
Daniel Terpack 5,000 6/94 - 5/97 1,000 5,000 8,750
Roy D. Barker 5,000 6/94 - 5/97 1,000 5,000 8,750
__________
<FN>
<F1> (1) Awards are Performance Shares 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.
</FN>
</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
11
<PAGE>
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., including
Mr. Lamprecht, 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 27, 1995 for the Named Officers are as
follows: Mr. Meyer - 4.6 years and $518,000; Mr. Neun - 2.2 years
and $350,000; Mr. Terpack - 2.5 years and $226,667; and Mr.
Barker - 11.2 years and $187,700.
<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
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. Neun and Mr. Lamprecht are
described under Employment Arrangements on page 13.
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
Certain key employees of the Company, including Messrs. Meyer,
Neun, Lamprecht, Terpack and Barker, have Executive Severance
Agreements or similar 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 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, and the continued employment requirements for the
vesting of certain restricted stock awards and stock options will
be waived. 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."
12
<PAGE>
Certain key employees of the Company, including Messrs. Meyer,
Neun, and Barker, 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 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, 1995, 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, Chief Executive
Officer and President, 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 an executive 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 funds a portion of Mr. Neun's supplemental
retirement benefits through a split dollar life insurance
arrangement similar to the arrangement entered into for Mr.
Meyer.
In connection with his employment with the Company, the Company
has agreed to provide Rudi Lamprecht with supplemental retirement
benefits. If Mr. Lamprecht is continuously employed by the
Company or a subsidiary until at least age 55, his aggregate
retirement benefits under all retirement plans of the Company
shall not be less than 14,000 to 34,460 German marks (currently,
approximately U.S. $9,884 to $24,328) per month, depending on his
age at retirement, less payments he is eligible to receive under
retirement plans of his prior employer.
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 assisting in the development of and approving 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 equity.
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
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)
and inventory turns. 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. To
ensure that executive officers would not receive incentive
payments under the plan if employees generally did not receive
Results Sharing Plan payments under the plan described below, it
was a condition to payments being made under the plan that the
annual threshold for Results Sharing must be met. 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.
RESULTS SHARING PLAN
Most regular employees of Tektronix participate in the Results
Sharing Plan. In general, 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 Chief
Financial Officer) exceeds a threshold amount that is determined
in advance for each year. Accordingly, 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
$20 million of operating income for each fiscal quarter. Payments
under the plan are calculated as a percent of base pay, range
upward from zero at the threshold and 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 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 at
target in the fifty percentile of awards for similar positions in
the electronics industry for slightly higher performance levels,
with the opportunity at above target performance in the high range
of values for similar positions based on high levels of perfor-
15
<PAGE>
mance to achieve 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 1994
had a 10 percent premium over fair market value; these options
have a ten-year term and fully vest two years from the grant date
(50% at the completion of each of the two years 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. The Company
grants stock options at fair market value to key employees who
are not executive officers.
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 1995, 1996 and
1997. The performance measurements are average return on equity
and relative total shareholder return. In general, 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 up 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.
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
16
<PAGE>
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 Stock Incentive Plan was amended
in 1994 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. Qualifying compensation for deductibility under
Section 162(m) is one of many factors the Committee considers in
determining executive compensation arrangements. Deductibility
will be maintained when it does not conflict with compensation
objectives.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In September 1994, the Committee set Jerome J. Meyer's salary at
$560,000, an increase of 6 percent. 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, operating income before results sharing and
other incentives and inventory turns. 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 $628,293.
Mr. Meyer received payments under the Results Sharing Plan equal
to 7.95 percent of his base pay in accordance with the terms of
the plan applicable to all employees. A significant portion of
Mr. Meyer's compensation for the 1995 fiscal year was based on
the financial performance of the Company. As indicated in the
table on page 18, the Company has significantly outperformed the
S&P 500 and High Tech Composite in terms of total shareholder
return (as computed therein) over the last five years, and the
Company's stock performance was particularly strong during the
last fiscal year. The Committee has placed a strong emphasis on
using pay for performance in compensating its executive officers
and believes that the Company's performance-based compensation
arrangements are achieving effective results for the Company and
shareholders.
Committee report submitted by:
A.M. Gleason, Chairman
A. Gary Ames
Paul E. Bragdon
Keith R. McKennon
Merrill A. McPeak
17
<PAGE>
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 26, 1990 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>
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100.00 111.74 122.77 136.94 142.72 171.33
High Tech Composite 100.00 100.27 101.19 116.54 130.78 188.36
Tektronix 100.00 162.74 141.69 168.53 221.32 364.57
</TABLE>
18
<PAGE>
ITEM 2.
PROPOSAL TO APPROVE
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
In 1990 the board of directors adopted the Non-Employee Directors
Stock Compensation Plan (the "Directors Plan"). The Directors
Plan provides that a portion of the annual retainer for
non-employee directors is paid in Common Shares of the Company
instead of cash. The purposes of the Directors Plan is to
increase the stock ownership interests of the non-employee
directors and to further align the interests of the directors and
shareholders of the Company. A copy of the Directors Plan is
attached to this proxy statement as Appendix A. The Company is
submitting the Directors Plan to shareholders for approval so
that the acquisition of Common Shares under the plan by
non-employee directors will qualify as an exempt purchase of
stock under Section 16(b) of the Securities Exchange Act of 1934
as permitted by the rules of the Securities and Exchange
Commission.
DESCRIPTION OF DIRECTORS PLAN
Under the Directors Plan, every five years each non-employee
director of the Company is awarded Common Shares of the Company
worth one-half the annual directors' retainer multiplied by five.
Non-employee directors having fewer than five years of service
remaining before reaching retirement age receive stock awards
equivalent to one-half of the annual retainer for each remaining
year. Non-employee directors will receive additional shares to
reflect any increase in the annual retainer that occurs during
the five-year period. In addition, non-employee directors may
elect to receive the balance of the annual retainer in stock in
lieu of cash. Shares awarded or received pursuant to an election
under the Directors Plan are subject to forfeiture over the
five-year or shorter period following the award or election if
the recipient ceases to be a director. The shares awarded under
the Directors Plan are purchased in the market with funds
supplied by the Company, and the certificates are then held by
the Company or a trustee until the forfeiture restrictions lapse.
Directors have voting and dividend rights with respect to the
shares.
During the calendar years 1995 to 1999, all current non-employee
directors of the Company as a group have received or will receive
stock awards under the Directors Plan, in lieu of cash payments,
aggregating $337,500, representing one-half of the annual
directors' retainer for five years, based on the current annual
retainer and subject to their election or reelection as
directors. Since inception of the plan in 1990, 26,056 Common
Shares have been awarded under the Directors Plan.
RECOMMENDATION OF BOARD OF DIRECTORS
The board of directors recommends approval of the Directors Plan.
The proposal must be approved by the holders of at least a
majority of the outstanding Common Shares present, or represented
by proxy, and entitled to vote on the matter at the annual
meeting. Abstentions have the effect of "no" votes in determining
whether the Directors Plan is approved. 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
results of the vote. 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.
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ITEM 3.
PROPOSAL TO AMEND THE
STOCK INCENTIVE PLAN
IMPORTANCE OF STOCK AWARDS TO THE COMPANY
The board of directors believes that the availability of stock
options and other stock awards 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. In 1989 the board of
directors adopted and the shareholders approved the Stock
Incentive Plan (the "Incentive Plan") and reserved 3,000,000
Common Shares for issuance thereunder. In 1994 the board of
directors adopted and the shareholders approved amendments to the
Incentive Plan to reserve an additional 1,500,000 Common Shares
for issuance under the plan. Because at June 21, 1995 there were
only 1,327,671 Common Shares available for future awards 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 1,000,000 Common Shares
of the Company (subject to adjustment for changes in
capitalization) for future awards under the Incentive Plan. The
proposed amendments also prohibit the granting of options at less
than 100% of fair market value, prohibit the regrant of options
for the purpose of repricing options that are underwater and add
additional performance criteria relating to performance-based
awards. All of these proposed amendments are subject to
shareholder approval.
Historically, a substantial portion of the awards made under the
Stock Incentive Plan and prior stock option plans of the Company
have been in the form of stock options granted with exercise
prices equal to 100% of fair market value, and this continues to
be the Company's practice with respect to stock awards to key
employees other than senior executives. The stock-based
compensation arrangements currently in use by the Organization
and Compensation Committee of the Board of Directors of the
Company for senior executives consist principally of stock
options issued at a premium over fair market value and stock
grants issued with three-year performance vesting. (See
"Organization and Compensation Committee Report on Executive
Compensation.")
During the last fiscal year and the first month of this fiscal
year the Company has utilized approximately 1,519,496 shares for stock
option grants and other stock awards under the Incentive Plan. Included in
this amount were approximately 370,000 Common Shares utilized for
stock option grants in connection with the Company's acquisitions
of Lightworks Editing Systems, Limited, and Microwave Logic, Inc.
Over the last five fiscal years the Company's stock price has
increased approximately 220%. During this period, the Company has
placed heavy reliance on stock awards in order to motivate key
employees to control costs, focus on growth and improve the
Company's overall performance. During fiscal year 1994 the
Company's stock options outstanding as a percentage of
outstanding Common Shares was 9.5%, compared with an average of 9.2%
and a median of 9.5% for the group of companies used by Tektronix for
comparative purposes in determining compensation for key
employees. During the same period the Company's annual option
grants as a percentage of outstanding Common Shares ("gross
option utilization") was 2.5%, compared with an average of 2.3%
and a median of 2.0% for the comparative group of companies. Also
during this period the Company's option grants, after taking into
account options that terminated, as a percentage of outstanding
Common Shares ("net option utilization") was 1.5%, compared with
an average of 1.5% and a median of 1.3% for the comparative group
of companies. Accordingly, the Company believes that the dilution
impact of its option grants has been in line with the prevailing
practices in its market.
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 B.
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DESCRIPTION OF STOCK INCENTIVE PLAN
SHARES RESERVED FOR PLAN; TYPES OF AWARDS. The Incentive Plan
initially 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 was amended in 1994 to reserve an additional
1,500,000 Common Shares of the Company for issuance under the
plan. The Incentive Plan permits the grant of Incentive Stock
Options, non-statutory stock options, stock appreciation rights,
cash bonus rights, performance-based awards, the award of stock
bonuses and the sale of restricted stock. At June 21, 1995,
3,118,378 shares were subject to outstanding options and other stock
awards and 1,327,671 shares were available for future awards. There
were also 177,818 shares subject to outstanding options under the
1982 Plan as of June 21, 1995. The Company does not intend to make
any further grants under the 1982 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
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 not grant a new option in exchange for the
surrender of an old option for the purpose of repricing such
surrendered option.
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 5,500,000 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. Under the proposed amendments, if the option is a
non-statutory stock option, the option price cannot be less than
100 percent of the fair market value of the Common Shares on the
valuation date selected by the Committee. The Committee may
select the valuation date from (1) the date of commitment by the
Company to grant the option, (2) the date of approval of the
grant by the
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Committee, or (3) the effective date of the option.
Prior to the proposed amendments the Incentive Plan permitted the
grant of non-statutory options at a price of not less than 50% of
fair market value at the time of grant. Under the proposed
amendments, the fair market value of shares covered by a
non-statutory option is deemed to be the closing price of the
Common Shares as reported in the NYSE Composite Transactions in
The Wall Street Journal on the date preceding the valuation date,
or such other reported value of the Common Shares, as shall be
specified by the Committee. Under the proposed amendments, the
fair market value of non-statutory options can also be
established based on average closing prices for a period of not
more than 10 trading days preceding the valuation date, as
specified by the Committee. The proposed amendments also prohibit
the regrant of options for the purpose of repricing options that
are underwater. 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.
No monetary consideration is paid to the Company upon the
granting of options. On July 31, 1995, the closing price of the
Common Shares as reported in the NYSE Composite Transactions in
The Wall Street Journal was $48.125 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 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.
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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. Upon exercise of a SAR, any
option or portion thereof to which the SAR relates terminates. 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 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
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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. 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
may 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. The proposed
amendments add "return on capital" and "economic value added" as
additional measures of performance. Economic value added means
operating income after taxes minus a charge for the cost of
capital. 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.
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.
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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.
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 appre-
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ciation rights may be granted, which the
shareholders approved in 1994. 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 Section 11 of the
Incentive Plan on Performance-based Awards which the shareholders
approved in 1994. 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 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 must be approved
by the holders of at least a majority of the outstanding Common
Shares present, or represented by proxy, and entitled to vote on
the matter at the annual meeting. Abstentions have the effect of
"no" votes in determining whether the Incentive Plan is approved.
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 results of the vote. 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.
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.
SHAREHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT.
Shareholders wishing to submit proposals for inclusion in the Company's
proxy statement for the 1996 annual meeting of shareholders must submit
the proposals for receipt by the Company not later than April 4,
1996.
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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.
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.
27
<PAGE>
INFORMATION AVAILABLE TO SHAREHOLDERS
THE COMPANY'S 1995 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS
WITH THIS PROXY STATEMENT. COPIES OF THE 1995 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, 1995
28
<PAGE>
APPENDIX A
TEKTRONIX, INC.
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
1. PURPOSE. The purpose of this Non-Employee Directors Stock
Compensation Plan (the "Plan") is to enable Tektronix, Inc. (the
"Company") to attract and retain highly qualified directors. The
Company considers it desirable that members of the board of
directors, who represent shareholders, be shareholders of the
Company. In order to supplement the personal efforts of the
directors towards this end, the Plan is intended to increase the
ownership interest of non-employee directors through awards of
Common Shares of the Company. The Company intends to increase the
community of interest of the shareholders at large and the
Company's directors and to make share ownership a dynamic
influence on the attitudes of the board.
2. ADMINISTRATION. The Plan shall be administered by the
Secretary of the Company or such other person designated by the
chief executive officer of the Company (the "Administrator") who
may delegate all or part of that authority and responsibility.
The Administrator shall interpret the Plan, arrange for the
purchase and delivery of shares, determine forfeitures and
otherwise assume general responsibility for administration of the
Plan. Any decision by the Administrator shall be final and
binding on all parties.
3. AWARDS.
3.1 Each non-employee director of the Company shall
participate in the Plan as follows:
(a) Directors in office at the time of the adoption of the Plan
shall participate as of September 22, 1990. Directors elected or
appointed after the adoption of the Plan shall participate as of
the later of (i) the date of their election or appointment or
(ii) September 22, 1990. Employee directors who cease to be
employees of the Company but continue as directors shall become
participants as of the later of (i) the date they cease to be
employees or (ii) September 22, 1990.
(b) A director's date of participation shall be the award date.
Each annual meeting of shareholders after that date shall be an
anniversary date.
3.2 As of the award date a participant shall, subject to
Section 3.3, be awarded Common Shares of the Company as follows:
(a) For award dates prior to the 1995 annual meeting of
shareholders of the Company (the "1995 Annual Meeting"), the
number of shares awarded shall be stock valued at $37,500 at the
time of purchase as described in Section 3.2(b). For award dates
on or after the 1995 Annual Meeting, the number of shares awarded
shall be stock equivalent in value to one-half of the then
current annual retainer for non-employee directors of the Company
(the "Annual Retainer"), multiplied by five, valued at the time
of purchase as described in Section 3.2(b). In the event that the
Annual Retainer is increased each participant shall be awarded in
Common Shares one-half of such increase in the Annual Retainer
multiplied by the number of years (including fraction of a year)
remaining until the participant's next award date under Section
3.4.
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(b) As soon as practicable after the award date the Administrator
shall deliver cash in the amount of the award and applicable
commissions to one or more brokers or other third persons with
instructions to purchase Common Shares of the Company in the open
market. The Administrator may delay the purchase depending on
market conditions and securities laws affecting open market
purchases by a corporation of its own shares.
(c) When several participants have the same award date, all of
the stock shall be purchased and then divided equally among the
participants so that each participant receives the same number of
shares regardless of any changes in price that occur while
purchases are being carried out.
(d) When all of the stock has been purchased, certificates in the
names of the participants for their respective shares shall be
delivered to the Administrator. Except with respect to shares
deferred pursuant to the Company's Non-employee Directors'
Deferred Compensation Plan or any amendment, restatement or
replacement thereof (the "Deferral Plan"), each participant shall
deposit with the Administrator a blank stock power duly executed
and guaranteed in a form satisfactory to the Administrator for
each certificate for shares standing in the participant's name.
(e) The Administrator shall hold the certificates and stock
powers until the shares are vested and released from time to time
as provided in Section 4.7, except that the shares shall be
delivered to a trustee in accordance with instructions from the
participants pursuant to the Deferral Plan.
3.3 If, assuming that the participant were reelected, a
participant's term as a director would end because of age before
the fifth anniversary date after an award date, the amount
awarded shall be reduced by one-fifth for each anniversary date
that would fall after the date the term ends.
3.4 If a participant continues to be a non-employee
director after all of the shares from an award have vested, the
award cycle shall be repeated for such participant. The award
date for the next award shall be the date of the annual meeting
of shareholders coinciding with the last anniversary date for the
prior award. Each subsequent award shall be an amount of stock
equivalent in value (at the time of purchase in accordance with
Section 3.2(b)) to one-half of the Annual Retainer, multiplied by
five subject to Section 3.3. Such stock shall be acquired, vest
and otherwise be subject to all the provisions of the Plan.
3.5 Beginning with respect to the Annual Retainer payable
for services rendered after the 1995 Annual Meeting and subject
to compliance with Rule 16b-3 of the Securities and Exchange
Commission, each participant may elect to receive in Common
Shares, in lieu of cash payments, all of the remaining Annual
Retainer not automatically awarded in Common Shares pursuant to
Section 3.2(a) ("Election Shares"). Such an election shall apply
with respect to all of the remaining Annual Retainer for services
to be rendered in all years until the next award date under
Section 3.4. Such an election shall be made prior to an award
date, except that in order to implement this election procedure
in accordance with Rule 16b-3, each non-employee director shall
be given one opportunity to make such an election with respect to
Annual Retainers expected to be received for services rendered
until the next award date. Following such an election, the
Administrator shall purchase Election shares under the procedures
set forth in Section 3.2. The value of the Election Shares
purchased shall be equal to one-half of the Annual Retainer
multiplied by five subject to Section 3.3 (or the number of
years, including a fraction of a year, remaining until the
participant's next award date under Section 3.4). In the event
that the Annual Retainer is
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<PAGE>
increased, each participant who has
so elected shall receive Common Shares equal in value to one-half
of such increase in the Annual Retainer multiplied by the number
of years (including a fraction of a year) remaining until the
participant's next award date under Section 3.4.
4. VESTING; DELIVERY OF SHARES; FORFEITURES.
4.1 Subject to Sections 4.2 through 4.6, awarded shares
shall vest as follows:
<TABLE>
<CAPTION>
PERCENT VESTED CUMULATIVE PERCENT
______________ __________________
<S> <C> <C>
Award Date 0% 0%
First Anniversary Date 20 20
Second Anniversary Date 20 40
Third Anniversary Date 20 60
Fourth Anniversary Date 20 80
Fifth Anniversary Date 20 100
</TABLE>
4.2 If a participant receives a reduced award under Section
3.3, the vesting percentages for such shares and any related
Election Shares shall be accelerated so that the entire award
shall vest evenly over the anniversary dates that fall on or
before the date the director's term ends. For example, if the
award were reduced to three-fifths of the amount of stock that
would otherwise be awarded one-third of the shares would vest on
each of the first three anniversary dates. If a participant
receives an award for an increase in the Annual Retainer pursuant
to Section 3.2(a), the vesting schedule for such shares and any
related Election Shares shall be revised so that shares
representing any fraction of a year shall vest on the first
anniversary date and the remaining award shall vest equally over
the subsequent anniversary dates that fall on or before the next
award date.
4.3 Subject to Sections 4.5 and 4.6, the following shall
apply with respect to awards to a participant whose award date is
not the date of an annual meeting of shareholders:
(a) The shares which would otherwise vest on the first
anniversary date shall instead vest on the date six months
immediately following the date certificates for the shares are
delivered to the Administrator under Section 3.2(d), or one year
after the date for the award, whichever is later.
(b) Notwithstanding (a), if the participant's term as a director
ends because of age on the first anniversary date, the shares
which would otherwise vest at a later date under (a) shall
instead vest on the first anniversary date.
4.4 If a participant ceases to be a non-employee director
on an anniversary date, that anniversary date shall be included
in determining the number of shares vested for that participant.
4.5 If a participant dies while serving as a non-employee
director the participant's awarded shares scheduled to vest on
the next anniversary date shall instead vest as of the date of
death.
4.6 If a participant ceases, for any reason other than
death, to be a non-employee director on a date other than an
anniversary date, the participant's awarded shares scheduled to
vest on the immediately following anniversary date shall vest as
of the date the participant ceases to be a non-employee director
prorata based on the number of days the participant served as a
non-employee director that year.
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<PAGE>
4.7 The certificate and stock power covering vested shares
(other than shares previously delivered to a trustee under the
Deferral Plan) shall be delivered to the participant or in
accordance with Section 6.2 as soon as practicable after the
shares vest.
4.8 If a participant ceases to be a non-employee director,
awarded shares remaining unvested shall be forfeited. The
Administrator, acting for the participant pursuant to the blank
stock power, shall transfer the unvested shares to the Company.
The participant or the participant's representative shall execute
any documents reasonably requested by the Administrator to
facilitate the transfer.
5. STATUS BEFORE FULL VESTING.
5.1 Each participant shall be a shareholder of record with
respect to all shares awarded, whether or not vested, and shall
be entitled to all of the rights of such a holder, except that a
participant's share certificates shall be held by the
Administrator (or a trustee pursuant to the Deferral Plan) until
delivered in accordance with Section 4.7.
5.2 Any dividend checks or communications to shareholders
received by the Administrator with respect to shares held by the
Administrator shall promptly be transmitted to the participant.
The participant shall furnish to the Administrator or the Company
a current mailing address for such purpose.
5.3 No participant may transfer any interest in unvested
shares to any person other than the Company and the trustee
pursuant to the Deferral Plan.
6. DEATH OF A PARTICIPANT.
6.1 Any vested shares held by the Administrator for a
participant who has died shall be delivered as soon as
practicable to the participant's beneficiary under Section 6.2.
6.2 Any vested shares to be delivered on death of a
participant under Section 6.1 shall go to a participant's
beneficiary in the following order of priority:
(a) to the surviving beneficiary designated by the
participant in writing to the Administrator;
(b) to the participant's surviving spouse; or
(c) to the participant's estate.
7. AMENDMENT OR TERMINATION; MISCELLANEOUS.
7.1 The Board of Directors of the Company may amend or
terminate the Plan at any time. No amendment or termination shall
adversely affect any then outstanding award.
7.2 Subject to the rights of amendment and termination in
Section 7.1, the Plan shall continue indefinitely and future
awards will be made in accordance with Sections 3.1 and 3.4.
7.3 Nothing in the Plan shall create any obligation on the
part of the board of directors of the Company to nominate any
director for reelection by the shareholders.
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<PAGE>
Appendix B
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 [4,500,000] 5,500,000 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 granted under the Plan expires,
terminates or is cancelled, the unissued shares subject to such
option, stock appreciation right or Performance-based Award shall
again be available under the Plan. If shares sold or issued 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 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 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 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. Subject to the provisions of the Plan, the Board
of Directors may from time to
___________
*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 B has been altered so that
proposed new matter appears in all capital letters. Matter proposed
to be deleted appears in brackets.)
B-1
<PAGE>
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 final
judge 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 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.] THE BOARD OF DIRECTORS MAY NOT GRANT A NEW OPTION IN
EXCHANGE FOR THE SURRENDER OF AN OLD OPTION FOR THE PURPOSE OF
REPRICING SUCH SURRENDERED OPTION. 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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<PAGE>
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
[4,500,000] 5,500,000 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).] THE OPTION PRICE FOR NON-STATUTORY STOCK
OPTIONS SHALL BE DETERMINED BY, OR IN THE MANNER SPECIFIED BY,
THE BOARD OF DIRECTORS AT THE TIME OF GRANT. THE OPTION PRICE MAY
NOT BE LESS THAN 100 PERCENT OF THE FAIR MARKET VALUE OF THE
SHARES ON THE VALUATION DATE SELECTED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS MAY SELECT THE VALUATION DATE FROM AMONG
THE FOLLOWING DATES: (I) THE DATE OF COMMITMENT BY THE COMPANY TO
GRANT THE OPTION; (II) THE DATE OF APPROVAL OF THE OPTION GRANT
BY THE BOARD OF DIRECTORS OR (III) THE EFFECTIVE DATE OF THE
OPTION. THE FAIR MARKET VALUE OF SHARES COVERED BY A
NON-STATUTORY STOCK OPTION 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 DATE PRECEDING THE
VALUATION DATE, 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, OR AVERAGE CLOSING PRICES
FOR A PERIOD OF NOT MORE THAN 10 TRADING DAYS PRECEDING THE
VALUATION DATE, AS SHALL BE SPECIFIED BY THE BOARD OF DIRECTORS.
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(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
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
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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 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.
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(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 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 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 with-
holding 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
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<PAGE>
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 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.
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<PAGE>
(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.
(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.
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<PAGE>
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 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
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<PAGE>
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, RETURN ON CAPITAL, ECONOMIC VALUE ADDED,
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). 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.
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<PAGE>
(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.
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:
(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
B-11
<PAGE>
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 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
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<PAGE>
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.
(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, stock bonuses and cash bonuses and
issue restricted stock under the Plan having terms, conditions
and provisions that vary from
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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 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.
B-14
<PAGE>
Form of proxy for Tektronix, Inc.:
______________________________________________________________________________
TEKTRONIX, INC.
Annual Meeting, September 21, 1995
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 21, 1995 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 III (three-year term): A.M. Gleason, Wayland R. Hicks,
Merrill A. McPeak and Jean Vollum
(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 proposals No. 2 and 3. The proxies may
be voted 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. /_ / /_ / Non-Employee /_ / /_ / /_ /
(see reverse) Directors Stock
For, except vote withheld Compensation
from the following nominee(s): Plan.
FOR AGAINST ABSTAIN
_______________________________ 3.Approval of _ _ _
(INSTRUCTION: To withhold authority Amendments to /_ / /_ / /_ /
to vote for any individual nominee, Stock Incentive
write that nominee's name on the space Plan.
provided above.)
4.Transaction of such other business as
may properly come before the meeting
and any adjournments thereof.
(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 21, 1995
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 21, 1995 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 III (three-year term): A.M. Gleason, Wayland R. Hicks,
Merrill A. McPeak and Jean Vollum
(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 proposals No. 2 and 3. 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 /_ / /_ / Non-Employee /_ / /_ / /_ /
(see reverse) Directors Stock
For, except vote withheld from Compensation
the following nominee(s): Plan.
FOR AGAINST ABSTAIN
_______________________________ 3.Approval of _ _ _
(INSTRUCTION: To withhold authority Amendments to /_ / /_ / /_ /
to vote for any individual nominee, Stock
write that nominee's name on the Incentive Plan.
space provided above.)
4.Transaction of such other business as
may properly come before the meeting
and any adjournments thereof.
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)_______________________________ DATE______
Please date and sign as name is imprinted hereon.
______________________________________________________________________________
