Exhibit 6
LOCK-UP AGREEMENT
July 20, 2000
THOMAS WEISEL PARTNERS LLC
One Montgomery Street
San Francisco, California 94104
Re: Proposed Rule 144 Sale
Dear Sirs:
The undersigned understands that Thomas Weisel Partners ("TWP") as
a "market maker," as defined in Sections 3(a)(38) of the Securities
Exchange Act of 1934, is prepared to act in the capacity of a block
positioner with respect to the purchase from the undersigned in
accordance with Rule 144 under the Securities Act of 1933 of 3,250,000
shares of common stock, without par value (the "Common Stock"), of
Tektronix, Inc., an Oregon corporation (the "Company"), and the
undersigned represents and warrants that it has the power of disposition
with respect to such shares of Common Stock, as well as an additional
1,343,884 shares of the Company's Common Stock. In recognition of the
benefit that such a transaction will confer upon the undersigned, and for
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agrees with you that,
during the period from the date hereof until the beginning of the
second trading day following the Company's next quarterly earnings
release, the undersigned will not, without the prior written consent
of TWP, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale
of, or therwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or
exercisable for or repayable with Common Stock, whether now owned or
hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or
file or cause to be filed any registration statement (or amendment
thereto) under the Securities Act of 1933 with respect to any of the
foregoing or (ii) enter into any swap or other agreement or transaction
that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock or such other
securities, whether any such swap or transaction is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise.
Very truly yours,
By: /s/ Ralph v. Whitworth
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Authorized Signatory
