-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k1WX7CCoQKhJDPbJGpm9VGTSiUy/3lKiEoS9++B5Eibwm+fYgCKeT9m3KJRxunMQ EzmTlzaBYaSJgUkIx/03Ew== 0000096879-94-000009.txt : 19940822 0000096879-94-000009.hdr.sgml : 19940822 ACCESSION NUMBER: 0000096879-94-000009 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19940528 FILED AS OF DATE: 19940815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04837 FILM NUMBER: 94543902 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 10-K 1 1994 ANNUAL REPORT ON FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended May 28, 1994 or [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ______ ______ Commission file number 1-4837 TEKTRONIX, INC. (Exact name of Registrant as specified in its charter) Oregon 93-0343990 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 26600 S.W. Parkway Avenue Wilsonville, Oregon 97070 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 627-7111 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ___________________ ________________________ Common Shares, New York Stock Exchange without par value Pacific Stock Exchange Series A No Par Preferred New York Stock Exchange Shares Purchase Rights Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . __________ ___________ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non- affiliates of the Registrant was approximately $900,107,115 at August 1, 1994. At August 1, 1994 there were 30,103,851 Common Shares of the Registrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE ___________________________________ Document Part of 10-K into which incorporated ________ ____________________________________ Registrant's Proxy Statement Part III dated August 3, 1994 1994 Annual Report to Shareholders Parts I, II and IV PART I Item 1. Business. Tektronix is an Oregon corporation organized in 1946. Its principal executive offices are located at 26600 S.W. Parkway Avenue, Wilsonville, Oregon 97070, approximately 18 miles south of Portland. Its telephone number is (503) 627-7111. References herein to "Tektronix" or the "Company" are to Tektronix, Inc. and its wholly-owned subsidiaries unless the context indicates otherwise. Tektronix' products cover a wide range of electronic equipment. The Company's products may be grouped into four classes of similar products as follows: (i) measurement business products, (ii) color printing and imaging products, (iii) video systems products, and (iv) network displays products. Measurement business products include digital and analog oscilloscopes, general purpose test instruments, television waveform monitors, vectorscopes, signal generators, automated test equipment, logic analyzers, card-modular test instruments, spectrum analyzers, cable testers, optical fiber testers, cameras, probes and related products. Color printing and imaging products include color printers and related products and supplies. Video systems products include studio production equipment, signal processing and distribution equipment, transmission systems and related products. Network displays products include graphics terminals and related products. Products ________ The table below sets forth the contribution to total net sales of the Company's product groupings for the last three fiscal years (in thousands of dollars).
Measurement Color Printing Business and Imaging Video Systems Network Displays Other Products Products Products Products Products _______________ _________________ _____________ ________________ _______________ Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent ______ _______ ______ _______ ______ _______ ______ _______ ______ _______ 1992 $761,642 58.7% $197,079 15.2% $151,534 11.7% $90,386 7.0% $96,602 7.5% 1993 $704,396 54.1% $248,413 19.1% $162,938 12.5% $87,928 6.7% $98,703 7.6% 1994 $664,048 50.4% $313,502 23.8% $152,441 11.5% $89,378 6.8% $98,635 7.5% ____________ (1) The Other product grouping includes the historic net sales to third parties by the non-strategic components and other business operations that the Company divested in 1994 and early 1995 or intends to divest in the near future. During 1994, the Company sold its integrated circuits operation to Maxim Integrated Products, Inc. and transferred its hybrid circuits operation to a joint venture with Maxim, and in early 1995 completed the sale of approximately 65% of the stock of its printed circuit board operation in the initial public offering of Merix Corporation.
1 Measurement Business Products _____________________________ Because of their wide range of capabilities, measurement business products are used in a variety of applications, including research, design, testing, installation, manufacturing and service in the computer, military, commercial aerospace, telecommunications, television, process control and automotive industries. Tektronix pioneered the development of high precision oscilloscopes over 45 years ago, and the oscilloscope is the Company's primary measurement product. Oscilloscopes are used by engineers and technicians when an electrical signal needs to be viewed, measured, tested or calibrated. Oscilloscopes are used extensively in the computer, communications, aerospace and other industries for design, manufacturing and maintenance. In addition to electrical signals, oscilloscopes can be adapted to measure mechanical motion (vibration), sound, light, heat, pressure, strain and velocity. Oscilloscopes produce graphic representations of electrical signals on a cathode ray tube or other display device. Normally, the display shows the signal as a graph of its amplitude over a certain period of time, which may range from minutes to less than a billionth of a second. Oscilloscopes provide a convenient way to visually monitor and interpret analog electrical fluctuations, mechanical motion and sound. The development of the microprocessor and associated growth in microprocessor-based devices stimulated both the existing analog markets and new digital markets. In addition, the microprocessor made possible significant improvements in oscilloscope design and performance. Most of the oscilloscopes and other measurement products manufactured by Tektronix feature digital storage and conversion functions, programmable operations, the ability to work in conjunction with personal computers and workstations and combinations of these capabilities. In addition, trends toward smaller microelectronic devices have opened new segments for specialized measurement equipment probes and other related equipment, such as connectors, adapters and cards, and cameras and plotters to record displayed waveforms. Recently, Tektronix redesigned a substantial portion of its oscilloscope product line to provide a consistent "architecture" across products and to enhance ease of use. Because the Company manufactures oscilloscopes in a wide range of configurations, bandwidths and other performance characteristics and in sizes ranging from hand-held to large laboratory units, this redesign provides customers with reduced learning time and higher productivity. The redesign also reduces the time required by the Company to develop new products because many essential 2 user interface aspects have been standardized. Some elements of this redesign also have been patented and provide the Company with certain competitive advantages. The Company also offers modular instruments delivered on printed circuit cards that can be mixed and matched by customers and plugged directly into the backplane of industry-standard VXI-based card cages. These are controlled by personal computers or workstations to form complete instrument systems tailored to customers' particular requirements. A number of measurement products are now available in the VXI standard, which products are used primarily in manufacturing applications. Tektronix has been instrumental in the development of VXI-based hardware and software industry standards. Measurement business products also include television test products, formerly reported as Television Systems products. Television test products include vectorscopes, waveform monitors, signal generators, automated test equipment, demodulators, aural modulation monitors and synchronizers which are used primarily by the television industry to test and display the quality of video and audio signals. The resolution of images and the fidelity of sounds, as well as the stability of the signals that carry them, are essential to program quality. Tektronix' television test products excel at the many forms of test and measurement vital to creating and maintaining signals of the highest quality. Market changes are driving the development of new categories of products from Tektronix. The proliferation of electronic technology is requiring technicians and craftspeople to use smart electronic tools for electronic problem detection in areas such as automotive and electrical equipment repair and maintenance. TekTools(tm), Tektronix' new line of handheld, smart and rugged products, are designed specifically for these markets. Under the TekTools brand are a number of products such as a family of Digital Multimeters and a new line of products, the TekMeter(tm) family, that combine the functionality of a multimeter and oscilloscope into one product, and a number of accessories. An automotive version of the TekMeter has been developed for automotive electronic troubleshooting and repair and is being distributed to automotive service centers through third party distributors that specialize in distribution to the automotive market. Currently, the TekTools product family includes products priced from below $100 up to about $2,000. While TekTools are battery powered portable products, the Company also markets a line of lower priced benchtop basic instruments such as frequency counters, multimeters, power supplies and oscilloscopes. Applications include education, light manufacturing, electronic trouble shooting and basic electronic design. 3 Other measurement business products include logic analyzers, spectrum analyzers and cable and fiber optic testers. Logic analyzers are a principal tool for electronic designers, engineers and technicians in testing and trouble-shooting computers, computer peripheral devices and digital electronic systems and instruments. Logic analyzers capture, display and examine streams of data coded as binary digits (bits), which are transmitted simultaneously over many channels. The Company's Digital Analysis System (DAS), a broad application logic analyzer, combines logic analysis and pattern generation by using card modular plug-in units to permit a range of performance in one system. The DAS is also used by software engineers in the development and optimization of microprocessor based designs. Spectum analyzers are used in communications and other industries to display and measure signal amplitude versus frequency rather than amplitude versus time (the latter being what an oscilloscope displays). It is an essential tool used to design, check and adjust communications transmitting and receiving equipment. Products designed for the telecommunications industry play an increasingly important role in the Company's measurement business portfolio. Tektronix is a leading supplier of a broad range of test solutions for emerging networks, designed for ensuring integrity and optimizing performance of networks, and verifying design and assuring quality of communications equipment. Cable testers and fiber optic testers use time-domain- reflectometry techniques to locate faults in metallic and fiber optic cables. Essentially, these instruments send signals from one end of a cable and then measure the reflection time of the signals to determine the location of the fault. Cable testers and fiber optic testers are widely used in the telecommunication and cable television industries. The Company also has developed a series of products for SDH or SONET transmission testing in the telecommunications industry. Other measurement business products include digitizers, signal sources, curve tracers and modular lines of general purpose test instruments. Color Printing and Imaging Products ___________________________________ Tektronix' color printing and imaging products include color printers and related products and supplies. Color printers produce full color hard copies of images produced by personal computers, workstations and terminals. Most of the Company's printers are compatible with the Postscript industry standard page description language, which specifies how an image is transferred to hard copy. By adopting the Postscript 4 standard, color printers can be used in conjunction with a wide range of third-party graphics software. Tektronix produces color printers using thermal wax, phase change ink jet and dye sublimation color transfer technologies. The printers are controlled by software designed and implemented by the Company. Tektronix has developed proprietary technology that uses solid sticks of ink, of the Company's own formulation, that are melted and then jetted onto the paper. This technology produces vivid and stable images, allows printing on plain rather than coated paper and can be applied to a wide range of sizes and gauges of paper. The use of color in computing and printing has been stimulated by enhancements in the underlying microprocessor technology of personal computers and workstations, by increasingly larger system and peripheral storage capabilities, and by enhancements in computer display capability. As personal computers increasingly become capable of displaying images (instead of just characters), there has been an accompanying growth in demand for printers that can print such images in color. This demand has been especially strong in certain scientific and engineering segments and in the graphic arts segment, where color has typically been a strong element of the way information is conveyed. The Company's printers are used in a number of environments, including office, graphic arts and engineering applications. The purchase of a printer has typically been the second largest dollar expense of a personal computer user, second only to the basic computer system. While a substantial majority of the spending on printers has been directed to black and white (monochrome) printers, color printers have been a rapidly growing segment of the total printer market. As color printer technology advances and as prices for color printers approach the costs of higher performance monochrome printers, the market for color printers can be expected to show continued growth. In the past, there have been two significant areas of application for color printers. The first type of application is characterized by high quality output and higher prices, and color printers in this application are used to produce very high quality images that approach the quality of four-color offset printing. The second type of application is characterized by color text and images approaching the resolution of monochrome ink jet and laser printers and lower user costs. Tektronix participates primarily in the second application area, with products that range in price from approximately $3,000 (suggested list price) up to approximately $15,000. Products in the first application area typically sell for three to ten times more than the prices of the products in the second application area. While the market for color printers is currently growing rapidly, it is still much smaller than the market for 5 monochrome printers. Moreover, it is characterized by intense and increasing competition, resulting in a competitive pricing environment. Because the market for color hard copy is still small compared to the market for monochrome printers, distribution of products from manufacturer to end user is less efficient. The Company expects distribution channels to expand as color hard copy becomes a more prominent feature in computer applications. Also included in color printing and imaging products are supplies for use with the Company's color printers, including inks, ribbons and paper. These supplies are a very significant source of ongoing color printing and imaging revenue. Video Systems Products ______________________ The increasing use of television to communicate a broad array of information and entertainment has created markets for a number of products that support the development of "content" for distribution by television signals. As television distribution systems become more powerful, there is greater potential for increased usage via integration of computer applications with television. Those trends, coupled with the increasing use of cable and satellite to distribute content, are expanding the market for Tektronix' video systems products. These trends may result in increased demand for lower cost production products based on industry standard platforms and for systems that support the development and distribution of new forms of content, such as multimedia products. Most video systems products are from The Grass Valley Group, Inc. ("Grass Valley"), a wholly-owned subsidiary of the Company based in California that manufactures products used by the television industry for program production and distribution. Grass Valley products include studio production equipment, signal processing and distribution equipment and transmission systems. Studio production equipment is used in the creative process of television program production and assembly. Production equipment products include production switchers, special effects devices and editing controllers. Production switchers allow an operator to select signals from various sources, such as cameras, video tape recorders and network or remote transmissions, and to combine these signals into the continuous program seen by the viewing audience. Grass Valley also manufactures electronic graphics systems which are used to create video titles and graphics for use in television program production. Signal processing and distribution equipment is used in the process of moving signals within a television production facility or between facilities. Such equipment includes routing switchers, amplifiers, timing systems and signal conversion devices. Transmission systems are used in the process of transporting 6 signals between facilities. Transmission system products include fiber optic video transmitter/receiver systems, digital video coders/decoders, cross-connect switches and interactive conferencing systems including distance learning systems. Grass Valley's customers include the television networks, local television stations, post-production houses (which assemble commercials and television programs from recorded footage), telephone and cable companies and corporate and educational users. Other video systems products include the Company's new Profile (tm) product which is a disk-based, multi-channel video storage and playback system for use by television broadcasters in video library systems. Network Displays Products _________________________ The Company's major network displays product line is its X terminals, which are standards-based graphics terminals that also provide multiple windowing and networking capability. The Company's X terminals connect users with a host computer and other devices, such as a printer, that make up a computing system. Many X terminal applications involve a central "server" (containing applications and data) connected to multiple terminals, thereby allowing a number of users to access those applications and data. The Company no longer manufactures its older line of proprietary graphics terminals, but it still has a service business for its installed base for such products. This service business has continually declined as the installed base of these proprietary graphics terminals declines. X terminal products are based on standard architecture originally developed by the Massachusetts Institute of Technology. As a result, it is difficult for any manufacturer to develop a proprietary advantage in either the underlying hardware or in elements of the operating system. As a result, competition in the X terminals market is intense. The Company's graphics terminals have historically been used in technical applications such as mechanical engineering design, drafting and mapping. As a result, the Company has enjoyed a strong position in the technical and scientific segments of the market. Recently, the market has expanded and shifted to commercial applications from scientific and engineering applications. In accordance with this trend, recent additions to the Company's X terminal product line focus on new commercial and business applications, as well as engineering applications. Commercial customers now account for a major portion of the Company's X terminal revenues. 7 Manufacturing _____________ During 1994, the Company sold its integrated circuits operation to Maxim Integrated Products, Inc. and transferred its hybrid circuits operation to a joint venture with Maxim, and in early 1995 completed the sale of approximately 65% of the stock of its printed circuit board operation in the initial public offering of Merix Corporation. As a result of these activities and other recent component operation divestitures, the Company's manufacturing operations are no longer highly integrated. The Company has entered into supply agreements with each of the companies now operating the respective component operations and, as a result, believes that the Company will be able to acquire the required components as needed. Other companies also manufacture special components for Tektronix. Tektronix also purchases raw materials, components, data processing equipment and computer peripheral devices for use in its products and systems. Such purchased materials and components are generally available to Tektronix as needed. Although shortages of such items have been experienced from time to time, Tektronix believes that such shortages will not have a material adverse effect on the Company. Tektronix owns substantially all of its manufacturing facilities. Its primary manufacturing facilities are located in or near the Portland, Oregon metropolitan area. Some of Tektronix' products, components and accessories are manufactured in Heerenveen, The Netherlands and in Hong Kong. Tektronix recently announced that it plans to transform its Heerenveen plant from a manufacturing operation to a logistics center. Grass Valley's products are manufactured near Grass Valley, California. See Item 2, "Properties" for a more detailed description of the Company's manufacturing facilities. Certain Tektronix products are assembled for the Japanese market at plants in Tokyo and Gotemba, Japan by Sony/Tektronix Corporation, a Japanese corporation equally owned by Tektronix and Sony Corporation. Sony/Tektronix also designs and manufactures small, lightweight portable oscilloscopes, benchtop semiconductor testers and digitizers in Japan for sale worldwide. Sales and Distribution ______________________ Tektronix maintains its own worldwide sales engineering and field maintenance organization, staffed with technically trained personnel. Sales in the United States, Canada, Brazil, the United Kingdom, Germany, France, Italy, Spain, The Netherlands, Belgium, Sweden, Denmark, Norway, Finland, Switzerland, The Republic of Ireland, Australia, Austria, Hong Kong, Taiwan and Mexico are made primarily through field offices 8 of the Company and its subsidiaries located in principal market areas. Sales in the Peoples Republic of China are made through liaison offices of a Hong Kong subsidiary of the Company. Except for Grass Valley products, sales in Japan are made by Sony/Tektronix Corporation. Sales in India are made by Hinditron Tektronix Instruments, Ltd., an Indian company which is 40% owned by Tektronix. Many of the Company's products are sold in whole or in part through independent distributors throughout the United States and in some other countries. Certain of the Company's independent distributors also sell products manufactured by the Company's competitors. In some countries, all sales are made either directly by Tektronix or by independent representatives to whom Tektronix provides direct technical and administrative assistance. A number of the Tektronix field offices also perform major maintenance and reconditioning operations. Tektronix' principal customers are electronic and computer equipment manufacturers, private industrial concerns engaged in commercial or governmental projects, military and nonmilitary agencies of the United States and of foreign countries, public utilities, educational institutions, radio and television stations and networks, graphics arts companies and users of sophisticated office products. Certain products are sold both to equipment users and to original equipment manufacturers. During the last fiscal year, United States Government agencies accounted directly for approximately three percent of Tektronix' consolidated sales as compared with approximately four percent for the prior year. During the last five years, direct sales to United States Government agencies ranged from three to six percent. The balance of sales during each year was distributed among several thousand other customers, with no other single customer accounting for as much as three percent. The Company believes that sales directly related to United States Government expenditures (excluding sales to the United States Government) were approximately four percent of Tektronix' consolidated sales for the last fiscal year. Contracts involving the United States Government are subject, as is customary, to termination by the Government at its convenience. Most Tektronix product sales are sold as standard catalog items. Tektronix attempts to fill its orders as promptly as possible. At May 28, 1994, Tektronix' unfilled product orders amounted to approximately $108 million, as compared to approximately $107 million at May 29, 1993. Tektronix expects that substantially all unfilled product orders at May 28, 1994 will be filled during its current fiscal year. Orders received by the Company are subject to cancellation by the customer. 9 International Sales ___________________ The following table sets forth the breakdown between U.S. and international sales, based upon purchaser location, for each of the last three fiscal years (in thousands of dollars):
U.S. Sales International Sales __________________ ___________________ Amount Percent Amount Percent ______ _______ ______ _______ 1992 $670,291 51.7% $626,952 48.3% 1993 $713,734 54.8% $588,644 45.2% 1994 $737,451 56.0% $580,553 44.0%
See "Business Segments" in the Notes to Consolidated Financial Statements at page 20 of the Company's 1994 Annual Report to Shareholders, containing information on sales, operating income and assets by geographic area based upon the location of the seller, which is hereby incorporated by reference. Tektronix products are sold worldwide. European sales are made principally in Germany, France, the United Kingdom, Switzerland, Italy, Spain, Sweden, The Netherlands and Austria. Other international sales are principally in Japan, Canada and Australia. International sales include both export sales from the United States and sales by foreign subsidiaries. Fluctuating exchange rates and other factors beyond the control of Tektronix, such as the stability of international monetary conditions, tariff and trade policies and domestic and foreign tax and economic policies, affect the level and profitability of international sales. The Company is unable to predict the effect of these factors on its business. The Company hedges against certain currency exposures in order to minimize their impact. Research and Development ________________________ Tektronix operates in an industry characterized by rapid technological change and research and development are important elements in its business. Expenditures during fiscal years ended May 30, 1992, May 29, 1993 and May 28, 1994 for research and development amounted to approximately $169,183,000, $157,068,000 and $153,148,000, respectively. Almost all of these funds were Company-generated. Research and development activities are conducted by central research and design groups and specialized product development groups. These activities include: (i) research on basic devices and techniques (ii) the design and development of products and components and specialized equipment and (iii) the development of processes needed for production. Most of Tektronix' research and development is devoted to enhancing and developing its own products. 10 Patents _______ It is Tektronix' policy to seek patents in the United States and appropriate foreign countries for its significant patentable developments. However, electronic equipment as complex as most Tektronix products is generally not patentable in its entirety. The Company believes that its business is not dependent to any material extent upon any particular patent or group of patents or upon any licensing arrangement. Competition ___________ The electronics industry continues to become more competitive, both in the United States and abroad. Primary competitive factors are product performance, technology, customer service, product availability and price. Tektronix believes that its reputation in the marketplace is also a significant positive competitive factor. With respect to many of its products, the Company competes with companies that have substantially larger resources. Tektronix is the world's largest manufacturer of oscilloscopes and no single competitor offers as complete a line. Tektronix is the leading manufacturer of test and measurement equipment for the television industry. Tektronix has competed for a number of years in the market for logic analyzers with several companies. While a competitor has a larger market share in logic analyzers, Tektronix is the only other significant manufacturer in this relatively small segment of the instrumentation market. Tektronix competes with a number of companies in specialized areas of other test and measurement products, and it competes with one large company that sells a broad line of test and measurement products. A large number of manufacturers, including computer manufacturers, compete with Tektronix in the markets for color printers and X terminals. Tektronix is a leader in the market for workgroup color printers and the leader in dye sublimation, Phase-change and thermal wax color printers. Tektronix is the fastest growing major supplier of X terminals and it now ranks third in unit sales. Tektronix competes with a number of electronics firms that manufacture specialized equipment for the television industry, both with respect to its television test and measurement products and the products of Grass Valley. Grass Valley is the leading manufacturer of high-performance production switchers, a leading manufacturer of high-performance 11 distribution/processing equipment and a significant factor in its other markets. Employees _________ At May 28, 1994, Tektronix had 8,468 employees, of whom 1,390 were located in foreign countries. Tektronix' employees in the United States and most foreign countries are not covered by collective bargaining agreements. The Company believes that relations with its employees are good. Environment ___________ The Company's facilities are subject to numerous laws and regulations concerning the discharge of materials into the environment, or otherwise relating to protection of the environment. Compliance with these laws has not had and is not expected to have a material effect upon the capital expenditures, earnings or competitive position of the Company. Executive Officers of the Company _________________________________ The following are the executive officers of the Company:
Has Served As An Officer of Name Position Age Tektronix Since ____ ________ ___ _______________ Jerome J. Meyer Chairman, Chief 56 1990 Executive Officer and Director William D. Walker Vice Chairman of 63 1992 (also the Board, Director served in 1990 and from 1969 to 1984) Delbert W. Yocam President and Chief 50 1992 Operating Officer, Director Roy D. Barker Vice President, 53 1993 Color Printing and Imaging Division Daniel W. Castles Vice President and 38 1993 President, The Grass Valley Group, Inc. John P. Karalis Vice President, 56 1992 Corporate Development and Secretary
12
Has Served as An Officer of Name Position Age Tektronix Since ____ ________ ___ _______________ Richard I. Knight Vice President, 47 1988 Technology Carl W. Neun Vice President and 50 1993 Chief Financial Officer Daniel Terpack Vice President, 53 1993 Measurement Business Division Timothy E. Vice President, Total 41 1991 Thorsteinson Quality and Human Resources John W. Vold Vice President and 64 1991 President, Asian Operations Jack Raiton Controller 50 1986
The executive officers are elected by the board of directors of the Company at its annual meeting. Executive officers hold their positions until the next annual meeting or until their successors are elected, or until such tenure is terminated by death, resignation or removal in the manner provided in the bylaws. There are no arrangements or understandings between executive officers or any other person pursuant to which the executive officers were elected and none of the executive officers are related. All of the executive officers named have been employed by Tektronix in management positions for the last five years except: Mr. Jerome J. Meyer who joined Tektronix in 1990 and prior to that time served as President of the industrial business of Honeywell, Inc. ("Honeywell") (from 1988 to 1990), President and Chief Executive Officer of Honeywell Bull, Inc., now known as Bull HN Information Systems, Inc. (from 1987 to 1988) and a Vice President of Honeywell (from 1986 to 1987); Mr. John W. Vold who joined Tektronix in 1991 and from 1987 to 1991 was Executive Vice President of Bull HN Information Systems, Inc., and prior to that time was Vice President of the Airborne Products Division of Unisys Corporation; Mr. Timothy E. Thorsteinson who joined Tektronix in 1991 and from 1990 to 1991 was Director of Quality Performance of National Semiconductor Corporation ("National Semiconductor") and prior to that time held a number of management positions in human resources management at National 13 Semiconductor; Mr. John P. Karalis who joined Tektronix in 1992 and prior to that time was with the law firm of Brown and Bain (from 1989 to 1992) and Vice President and General Counsel of Apple Computer, Inc. (from 1987 to 1989); Mr. Carl W. Neun who joined Tektronix in 1993 and prior to that time served as Senior Vice President of Administration and Chief Financial Officer of Conner Peripherals, Inc., (from 1987 to 1993); Mr. Delbert W. Yocam who joined Tektronix in 1992 and prior to that was an independent consultant (from 1990 to 1992) and was President of Apple Pacific (from 1988 to 1989) and Executive Vice President and Chief Operating Officer of Apple Computer, Inc. (from 1986 to 1988); Mr. Daniel Terpack who joined Tektronix in 1992 and prior to that was General Manager of Hewlett-Packard Company's Corvallis, Oregon Division, responsible for portable computation products; and Mr. William D. Walker, who is not an employee of the Company and has been a director of the Company since 1980. Item 2. Properties. A brief description of the location and general characteristics of the significant properties occupied by Tektronix in August of 1994 is set forth below. Tektronix believes that its operations are in compliance in all material respects with requirements relating to environmental quality and energy conservation. Tektronix owns a 265-acre industrial park (the "Howard Vollum Park") near Beaverton, Oregon. The Howard Vollum Park includes 23 buildings arranged in a campus-like setting and containing an aggregate of approximately 2.6 million gross square feet of enclosed floorspace. Most of the Company's central research and development and a substantial portion of its product manufacturing and administrative activities are located at Howard Vollum Park. The Company's measurement business products and television test equipment products are manufactured primarily at Howard Vollum Park. The Company leases certain excess space at the Howard Vollum Park to other corporations. Measurement business operations are also conducted at three buildings, containing approximately 414,000 square feet, at the Company's 48-acre site near Aloha, Oregon, approximately five miles west of Howard Vollum Park. The Company intends to consolidate these operations with operations at Howard Vollum Park and the property is currently offered for sale as surplus. The Company's Color Printing and Imaging Division, Network Displays Division and corporate headquarters occupy three buildings containing approximately 592,000 square feet on a 167-acre tract owned by the Company in Wilsonville, Oregon, approximately 16 miles south of Howard Vollum Park. An additional 192,000 square foot building on the Company's Wilsonville property is leased to another corporation. 14 All of the buildings described above were constructed after 1957 and are maintained in good condition. Warehouses, production facilities and other critical operations are protected by fire sprinkler installations. Most manufacturing, office and engineering areas are air-conditioned. The Company believes that its facilities described above are adequate for their intended uses. Capacity utilization within the Company varies between product area but, in general, the Company has the capacity to increase production substantially without adding significant plant capacity. Tektronix owns a 240-acre site six miles east of Vancouver, Washington (Vancouver is across the Columbia River from Portland, Oregon.). The Company has leased the 488,000-square foot manufacturing facility that is situated on the site to another corporation. The property is surplus and the Company is attempting to sell it. Tektronix owns 61 acres within an industrial park in Redmond, Oregon, about 150 miles east of Portland; 136 acres in Fairview, Oregon, about 15 miles east of Portland; and 75 acres adjacent to and west of Howard Vollum Park. At the present time, the Company is attempting to sell these parcels of undeveloped land. Grass Valley's operating facilities are primarily housed in ten buildings containing a total of approximately 190,000 square feet of floorspace on a 320-acre site owned by Grass Valley near Grass Valley, California, and three buildings containing a total of approximately 149,000 square feet on Grass Valley's 116-acre tract of land in the neighboring town of Nevada City. A 109,000-square-foot plant owned by Tektronix is located on 23 acres of land in Heerenveen, The Netherlands. Tektronix also owns a seven-acre site in Hoddesdon, England, with manufacturing buildings containing about 47,000 square feet which is leased to another corporation. Tektronix is attempting to sell this facility. Domestic field offices in Santa Clara and Irvine, California; Chicago, Illinois; and Philadelphia, Pennsylvania are owned by Tektronix. Together they comprise approximately 214,000 square feet. All other Tektronix U.S. field offices, aggregating approximately 190,000 square feet, are leased. Field offices near Cologne (101,000 square feet), London (83,000 square feet), and Sydney, Australia (23,000 square feet) are located in buildings owned by the Company. Field offices in other foreign countries occupy leased premises. 15 Item 3. Legal Proceedings. Mr. Jerome J. Lemelson has advised the Company that he believes Tektronix is infringing certain of his patents which allegedly cover such equipment or processes as bar code systems, machine vision, beam processing and IC manufacturing techniques. Mr. Lemelson's claims of infringement are primarily based on general allegations that all manufacturers, including Tektronix, which operate in certain industries must by the nature of their activities be infringing Mr. Lemelson's patents. Tektronix has had ongoing communications with Mr. Lemelson's representatives in an effort to obtain more specific information regarding the activities Mr. Lemelson believes are infringing. The Company is still investigating Mr. Lemelson's claims to determine if they may relate to any of the Company's equipment, products or processes. The Company believes that ultimate resolution of these claims will not have a material adverse effect on its financial position or results of operation. There are no other material pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters. The information required by this item is included on page 26 of the Company's 1994 Annual Report to Shareholders and is incorporated herein by reference. Item 6. Selected Financial Data. The information required by this item is included on page 27 of the Company's 1994 Annual Report to Shareholders and is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The information required by this item is included on pages 10 through 13 of the Company's 1994 Annual Report to Shareholders and is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The information required by this item is included on pages 14 through 26 of the Company's 1994 Annual Report to Shareholders and is incorporated herein by reference. 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. The information required by this item regarding Directors is included under "Board of Directors" and "Election of Directors" on pages 3 to 7 of the Company's Proxy Statement dated August 3, 1994. The information required by this item regarding officers is contained under "Executive Officers of the Company" in Item 1 of Part I hereof. The information required by Item 405 of Regulation S-K is included under "Compliance with Section 16(a) of the Exchange Act" on page 26 of the Company's Proxy Statement dated August 3, 1994. Item 11. Executive Compensation. The information required by this item is included under "Directors' Compensation" and "Executive Compensation" on pages 7 to 13 of the Company's Proxy Statement dated August 3, 1994. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by this item is included under "Ownership of Shares" and "Election of Directors" on page 2 and 4 to 7 of the Company's Proxy Statement dated August 3, 1994. Item 13. Certain Relationships and Related Transactions. None PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) (1) Financial Statements. ____________________ The following documents are included in the Company's 1994 Annual Report to Shareholders at the pages indicated and are incorporated herein by reference: 17
Page in 1994 Annual Report to Shareholders ______________________ Independent Auditors' Report 14 Consolidated Statements of Operations 15 Consolidated Balance Sheets 16 Consolidated Statements of Cash Flows 17 Consolidated Statements of Shareholders' 18 Equity Notes to Consolidated Financial Statements 19 to 26
(2) Financial Statement Schedules. _____________________________ The following schedules and independent auditors' consent and report are filed herewith: Schedule II -- Amounts Receivable from Related Parties Schedule V -- Property, Plant and Equipment Schedule VI -- Accumulated Depreciation and Amortization of Property, Plant and Equipment Schedule IX -- Short-Term Borrowings Schedule X -- Supplementary Income Statement Information Independent Auditors' Consent and Report on Schedules All other schedules are omitted as the required information is inapplicable or is presented in the financial statements or related notes thereto. Separate financial statements for the registrant have been omitted because the registrant is primarily an operating company and the subsidiaries included in the consolidated financial statements are substantially totally held. All subsidiaries of the registrant are included in the consolidated financial statements. Summarized financial information for 50 percent or less owned persons in which the registrant has an interest is included in the Notes to Consolidated Financial Statements appearing in the Company's Annual Report to Shareholders. (3) Exhibits: (3)(i) Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit (3) of Form 10-Q dated September 28, 1990, SEC File No. 1-4837. (ii) Bylaws, as amended. (4)(i) Indenture dated as of November 16, 1987, as amended by First Supplemental Indenture dated as of July 13, 1993, covering the registrant's 7-1/2% notes due August 1, 2003. Indenture incorporated by reference 18 to Exhibit 4(i) of Form 10-K dated August 22, 1990, SEC File No. 1-4837. (ii) Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant agrees to furnish to the Commission upon request copies of agreements relating to other indebtedness. (10)(i) Restated Operating Performance Incentive Plan, as amended. Incorporated by reference to Exhibit (10)(i) of Form 10-Q dated April 15, 1988, SEC File No. 1-4837. (ii) 1982 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10(iii) of Form 10-K dated August 22, 1989, SEC File No. 1-4837. (iii) Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 10(ii) of Form 10-Q dated April 9, 1993, SEC File No. 1-4837. (iv) Restated Annual Performance Improvement Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated April 9, 1993, SEC File No. 1-4837. (v) Restated Deferred Compensation Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated December 20, 1984, SEC File No. 1-4837. (vi) Retirement Equalization Plan, as amended. Incorporated by reference to Exhibit 10(vii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (vii) Severance Agreement entered into between the Company and its named officers. Incorporated by reference to Exhibit 10(viii)of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (viii) Indemnity Agreement entered into between the Company and its named officers and directors. Incorporated by reference to Exhibit 10(ix) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (ix) Executive Severance Agreement. (x) Retention Incentive Agreement. 19 (xi) Executive Compensation and Benefits Agreement dated as of October 24, 1990. Incorporated by reference to Exhibit (10)(ii) of Form 10-Q dated December 21, 1990, SEC File No. 1-4837. (xii) Executive Compensation and Benefits Agreement dated as of October 1, 1992. Incorporated by reference to Exhibit (10)(iii) of Form 10-Q dated January 8, 1993, SEC File No. 1-4837. (xiii) Employment Letter Agreement dated September 1, 1992. (xiv) Executive Compensation and Benefits Agreement dated as of March 29, 1993. (xv) Rights Agreement dated as of August 16, 1990. Incorporated by reference to Exhibit 1 of Form 8-K dated August 27, 1990, SEC File No. 1-4837. (xvi) Non-Employee Directors' Deferred Compensation Plan. (13) Portions of the 1994 Annual Report to Shareholders that are incorporated herein by reference. (21) Subsidiaries of the registrant. (24) Powers of Attorney. (b) No reports on Form 8-K have been filed during the last quarter of the period covered by this Report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TEKTRONIX, INC. By /s/ Carl W. Neun _______________________________ Carl W. Neun Vice President and Chief Financial Officer Dated: August 11, 1994 20 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date _________ ________ ____ JEROME J. MEYER * Chairman and Chief August 11, 1994 Jerome J. Meyer Executive Officer, Director CARL W. NEUN Vice President and August 11, 1994 Carl W. Neun Chief Financial Officer, Principal Financial and Accounting Officer PAUL E. BRAGDON * Director August 11, 1994 Paul E. Bragdon PAUL C. ELY * Director August 11, 1994 Paul C. Ely A.M. GLEASON * Director August 11, 1994 A. M. Gleason WAYLAND R. HICKS * Director August 11, 1994 Wayland R. Hicks KEITH R. MCKENON * Director August 11, 1994 Keith R. McKennon ANDREW V. SMITH * Director August 11, 1994 Andrew V. Smith
21
Signature Capacity Date _________ ________ ____ RICHARD W. SONNENFELDT * Director August 11, 1994 Richard W. Sonnenfeldt JEAN VOLLUM * Director August 11, 1994 Jean Vollum WILLIAM D. WALKER * Director August 11, 1994 William D. Walker DELBERT W. YOCAM * Director August 11, 1994 Delbert W. Yocam *By JOHN P. KARALIS August 11, 1994 John P. Karalis as attorney-in-fact
22 INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES We consent to the incorporation by reference in Registration Statements No. 33-33496 and 33-30648 of Tektronix, Inc. on Form S-8 and Registration Statements No. 33-18658 and 33-59648 of Tektronix, Inc. on Form S-3 of our reports dated June 23, 1994 (which expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for other postretirement benefits and income taxes in the year ended May 29, 1993), incorporated by reference in this Annual Report on Form 10-K of Tektronix, Inc. for the year ended May 28, 1994. Our audits of the financial statements referred to in our aforementioned report also included the financial statement schedules of Tektronix, Inc. listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE Portland, Oregon June 23, 1994 SCHEDULE II TEKTRONIX, INC. AND SUBSIDIARIES AMOUNTS RECEIVABLE FROM RELATED PARTIES
Balance at Beginning Amounts Balances at End of Year of Year Additions Collected Current Long-Term ___________ _________ _________ _______ _________ Year ended May 28, 1994: $0 $0 $0 $0 $0 Year ended May 29, 1993: E Machines $111,070 $167,972 $ 279,042 $0 $0 Year ended May 30, 1992: E Machines $363,941 $756,151 $1,009,022 $111,070 $0
The balance at the beginning of 1992 included two promissory notes guaranteed by Stephen H. Vollum. The notes were paid in full in the fiscal year ended May 30, 1992. SCHEDULE V TEKTRONIX, INC. AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT (in thousands)
Balance at Balance Beginning Additions Other at End of Year at Cost Retirements Changes of Year ___________ _________ ___________ _______ _______ Year ended May 28, 1994: Land $ 13,127 $99 ($993) ($495) $ 11,738 Buildings and leasehold improvements 241,412 10,596 (40,616) (14,318) 197,074 Machinery and equipment 538,635 59,575 (153,220) (93) 444,897 ________ _______ __________ _________ ________ Total $793,174 $70,270 ($194,829) ($14,906) $653,709 ________ _______ __________ _________ ________ Year ended May 29, 1993: Land $ 14,605 $495 ($1,668) ($305) $ 13,127 Buildings and leasehold improvements 247,055 8,635 (8,810) (5,468) 241,412 Machinery and equipment 576,107 48,641 (51,984) (34,129) 538,635 ________ _______ _________ _________ ________ Total $837,767 $57,771 ($62,462) ($39,902) $793,174 ________ _______ _________ _________ ________ Year ended May 30, 1992: Land $ 15,939 $36 ($1,717) $347 $ 14,605 Buildings and leasehold improvements 251,930 3,466 (9,881) 1,540 247,055 Machinery and equipment 615,771 62,005 (81,724) (19,945) 576,107 ________ _______ _________ _________ ________ Total $883,640 $65,507 ($93,322) ($18,058) $837,767 ________ _______ _________ _________ ________ (A) Includes currency translation and other adjustments. In 1994, includes reclassification of $9,982 of Buildings to Property held for sale and, in 1993, includes restructuring writedowns of $30,200.
SCHEDULE VI TEKTRONIX, INC. AND SUBSIDIARIES ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (in thousands)
Balance at Additions Balance Beginning Charged to Other at End of Year Expense Retirements Changes of Year __________ __________ ___________ _______ _______ Year ended May 28, 1994: Buildings and leasehold improvements $113,437 $ 8,537 ($19,948) ($1,930) $100,096 Machinery and equipment 443,903 46,381 (155,803) (4,190) 330,291 ________ _______ __________ ________ ________ Total $557,340 $54,918 ($175,751) ($6,120) $430,387 ________ _______ __________ ________ ________ Year ended May 29, 1993: Buildings and leasehold improvements $112,716 $ 8,673 ($4,465) ($3,487) $113,437 Machinery and equipment 439,497 54,400 (46,889) (3,105) 443,903 ________ _______ _________ ________ ________ Total $552,213 $63,073 ($51,354) ($6,592) $557,340 ________ _______ _________ ________ ________ Year ended May 30, 1992: Buildings and leasehold improvements $111,070 $ 8,629 ($6,910) ($73) $112,716 Machinery and equipment 469,102 56,999 (74,215) (12,389) 439,497 ________ _______ _________ _________ ________ Total $580,172 $65,628 ($81,125) ($12,462) $552,213 ________ _______ _________ _________ ________ (A) Includes currency translation and other adjustments.
SCHEDULE IX TEKTRONIX, INC. AND SUBSIDIARIES SHORT-TERM BORROWINGS (in thousands)
End of Year During the Year ______________________ ________________________________ Average Average Interest Maximum Average Interest Balance Rate Outstanding Outstanding Rate ____________________________________________________________________________ May 28, 1994: Notes payable to banks $15,963 5.5% $90,579 $36,479 5.0% ____________________________________________________________________________ May 29, 1993: Notes payable to banks $61,566 4.8% $80,200 $71,089 4.8% ____________________________________________________________________________ May 30, 1992: Notes payable to banks $49,990 6.4% $79,989 $58,591 6.3% ____________________________________________________________________________
The average borrowings were determined based on the amounts outstanding at each accounting period-end. Average interest rates were computed using interest rates and amounts outstanding at accounting period-ends. SCHEDULE X TEKTRONIX, INC. AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION (in thousands)
Year Ended Year Ended Year Ended May 28, 1994 May 29, 1993 May 30, 1992 ____________ ____________ ____________ Advertising expense $48,742 $38,864 $37,068 Maintenance and repairs expense $28,531 $40,003 $47,637 Taxes, other than payroll and income taxes $ 7,765 $ 9,141 $ 9,941
EXHIBIT LIST (3)(i) Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit (3) of Form 10-Q dated September 28, 1990, SEC File No. 1-4837. (ii) Bylaws, as amended. (4)(i) Indenture dated as of November 16, 1987, as amended by First Supplemental Indenture dated as of July 13, 1993, covering the registrant's 7-1/2% notes due August 1, 2003. Indenture incorporated by reference to Exhibit 4(i) of Form 10-K dated August 22, 1990, SEC File No. 1-4837. (ii) Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant agrees to furnish to the Commission upon request copies of agreements relating to other indebtedness. (10)(i) Restated Operating Performance Incentive Plan, as amended. Incorporated by reference to Exhibit (10)(i) of Form 10-Q dated April 15, 1988, SEC File No. 1-4837. (ii) 1982 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10(iii) of Form 10-K dated August 22, 1989, SEC File No. 1-4837. (iii) Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 10(ii) of Form 10-Q dated April 9, 1993, SEC File No. 1-4837. (iv) Restated Annual Performance Improvement Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated April 9, 1993, SEC File No. 1-4837. (v) Restated Deferred Compensation Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated December 20, 1984, SEC File No. 1-4837. (vi) Retirement Equalization Plan, as amended. Incorporated by reference to Exhibit 10(vii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (vii) Severance Agreement entered into between the Company and its named officers. Incorporated by reference to Exhibit 10(viii)of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (viii) Indemnity Agreement entered into between the Company and its named officers and directors. Incorporated by reference to Exhibit 10(ix) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (ix) Executive Severance Agreement. (x) Retention Incentive Agreement. (xi) Executive Compensation and Benefits Agreement dated as of October 24, 1990. Incorporated by reference to Exhibit (10)(ii) of Form 10-Q dated December 21, 1990, SEC File No. 1-4837. (xii) Executive Compensation and Benefits Agreement dated as of October 1, 1992. Incorporated by reference to Exhibit (10)(iii) of Form 10-Q dated January 8, 1993, SEC File No. 1-4837. (xiii) Employment Letter Agreement dated September 1, 1992. (xiv) Executive Compensation and Benefits Agreement dated as of March 29, 1993. (xv) Rights Agreement dated as of August 16, 1990. Incorporated by reference to Exhibit 1 of Form 8-K dated August 27, 1990, SEC File No. 1-4837. (xvi) Non-Employee Directors' Deferred Compensation Plan. (13) Portions of the 1994 Annual Report to Shareholders that are incorporated herein by reference. (21) Subsidiaries of the registrant. (24) Powers of Attorney. EX-3.2 2 EX-3(II) BYLAWS OF TEKTRONIX, INC. AS AMENDED THROUGH 6/23/94 EXHIBIT 3(ii) As Amended through June 23, 1994 BYLAWS OF TEKTRONIX, INC. ARTICLE I SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of shareholders shall be held on the fourth Thursday of September each year, at such time as the board of directors shall designate, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Oregon, the meeting shall be held on the next succeeding Thursday. If the election of directors shall not be held on the day designated for any annual meeting, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. Section 2. Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board or by the board of directors, and shall be called by the Chairman of the Board at the request of the holders of not less than one tenth of all the outstanding shares of the corporation entitled to vote at the meeting. Section 3. Place of Meetings. The place of each annual meeting and any special meeting of the shareholders shall be determined by the board of directors. Section 4. Notice of Meeting. Written or printed notice stating the date, time and place of the shareholders meeting and, in the case of a special meeting or a meeting for which special notice is required by law, the purposes for which the meeting is called, shall be delivered by the corporation to each shareholder entitled to vote at the meeting and, if required by law, to any other shareholders entitled to receive notice, not earlier than sixty days nor less than thirty days before the meeting date. If mailed, the notice shall be deemed delivered when it is mailed to the shareholder with postage prepaid at the shareholder's address shown in the corporation's record of shareholders. Section 5. Closing of Transfer Records or Fixing of Record Date. The board of directors may fix a future date as the record date to determine the shareholders entitled to notice of a shareholders meeting, demand a special meeting, vote, take any other action or receive payment of any share or cash dividend or other 1 distribution. This date shall not be earlier than seventy days or, in the case of a meeting, later than thirty-five days before the meeting or action requiring a determination of shareholders. The record date for any meeting, vote or other action of the shareholders shall be the same for all voting groups. If not otherwise fixed by the board of directors, the record date to determine shareholders entitled to notice of and to vote at an annual or special shareholders meeting is the close of business on the day before the notice is first mailed or delivered to shareholders. If not otherwise fixed by the board of directors, the record date to determine shareholders entitled to receive payment of any share or cash dividend or other distribution is the close of business on the day the board of directors authorizes the share or cash dividend or other distribution. Section 6. Voting Lists. After a record date for a meeting is fixed, the corporation shall prepare an alphabetical list of all shareholders entitled to notice of the shareholders meeting. The list shall be arranged by voting group and, within each voting group, by class or series of shares, and it shall show the address of and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, upon proper demand as may be required by law, beginning two business days after notice of the meeting is given and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. The corporation shall make the shareholders list available at the meeting, and any shareholder or the shareholder's agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the shareholders list does not affect the validity of action taken at the meeting. Section 7. Quorum; Adjournment. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) A majority of votes represented at the meeting, although less than a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment. At an adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. (c) Once a share is represented for any purpose at a meeting, it shall be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. A new record date must be set if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. 2 Section 8. Voting. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law or the Restated Articles of Incorporation. Unless otherwise provided in the Restated Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 10. Voting of Shares by Certain Holders. (a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine. (b) Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. (c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. (d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. (e) Neither treasury shares nor shares held by the corporation in a fiduciary capacity, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time. Section 11. Proper Business for Shareholders' Meeting. To be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (b) otherwise properly brought before a meeting by or at the direction of the board of directors, or (c) otherwise properly brought before the meeting by a 3 shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive office of the corporation not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder's notice to the Secretary shall set forth (a) one or more matters appropriate for shareholder action that the shareholder proposes to bring before the meeting, (b) a brief description of the matters desired to be brought before the meeting and the reasons for conducting such business at the meeting, (c) the name and record address of the shareholder, (d) the class and number of shares of the corporation that the shareholder owns or is entitled to vote and (e) any material interest of the shareholder in such matters. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedure set forth in this Section 11; provided, however, that nothing in this Section 11 shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual meeting. The Chairman of the Board shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 11, and if the Chairman of the Board should so determine, shall so declare to the meeting any such business not properly brought before the meeting shall not be transacted. Section 12. Shareholder Nomination of Directors. Not less than 50 days nor more than 75 days prior to the date of any annual meeting of shareholders, any shareholder who intends to make a nomination at the annual meeting shall deliver a notice to the Secretary of the corporation setting forth (a) as to each nominee whom the shareholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of capital stock of the corporation that are beneficially owned by the nominee and (iv) any other information concerning the nominee that would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of such nominee; and (b) as to the shareholder giving the notice, (i) the name and record address of the shareholder and (ii) the class and number of shares of capital stock of the corporation that are beneficially owned by the shareholder; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be so delivered not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such notice shall include a signed consent to serve as a director of the corporation, if elected, of each such nominee. The corporation may require any 4 proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. Section 13. Shareholder Nomination of Directors - Special Meetings. Any shareholder who intends to make a nomination at any special meeting of shareholders held for the purpose of electing directors shall deliver a timely notice to the Secretary of the corporation setting forth (a) as to each nominee whom the shareholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of capital stock of the corporation that are beneficially owned by the nominee and (iv) any other information concerning the nominee that would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of such nominee; and (b) as to the shareholder giving the notice, (i) the name and record address of the shareholder and (ii) the class and number of shares of capital stock of the corporation that are beneficially owned by the shareholder. To be timely for these purposes, such notice must be given (a) if given by the shareholder (or any of the shareholders) who or that made a demand for a meeting pursuant to which such meeting is to be held, 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 notice shall include a signed consent to serve as a director of the corporation, if elected, of each such nominee. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. ARTICLE II BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors. Section 2. Number, Tenure and Qualifications. The directors of the corporation shall be divided into three classes of directors designated Class I, Class II and Class III. Until immediately prior to the 1994 annual meeting of shareholders, the number of directors of the corporation shall be eleven, consisting of three Class I directors, four Class II directors and four Class III directors. Effective immediately prior to the 1994 annual meeting of shareholders, the number of directors of the corporation shall be ten, consisting of three Class I directors, three Class II directors and four Class III directors. At the 1986 annual meeting of shareholders, Class I directors were elected to a term of office expiring at the 1987 annual meeting of shareholders, Class II directors were elected to a term of office expiring at the 1988 annual meeting of shareholders, and Class III directors were elected to a term of 5 office expiring at the 1989 annual meeting of shareholders, and in each case until their successors are elected and qualified. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected to serve three-year terms and until their successors are elected and qualified, so that the term of one class of directors will expire each year. When the number of directors is changed by amendment of this Section 2, any newly created directorships, or any decrease in directorships, shall be so apportioned among the classes so as to make all classes as nearly equal as possible, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Directors need not be residents of the State of Oregon or shareholders of the corporation. Section 3. Annual and Regular Meetings. The annual meeting of the board of directors may be held before or after the annual meeting of shareholders, on the day and at the time and place designated by the Chairman of the Board. The board of directors may provide by resolution, the time and place, either within or without the State of Oregon, for the holding of regular meetings without notice other than such resolution. Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the Chairman of the Board or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Oregon, as the place for holding any special meeting of the board of directors called by them. Section 5. Notice. Notice of the date, time and place of any special meeting of the board of directors shall be given at least three days prior to the meeting by notice communicated in person, by telephone, telegraph, teletype, other form of wire or wireless communication, mail or private carrier. If written, notice shall be effective at the earliest of (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee. Notice by all other means shall be deemed effective when received by or on behalf of the director. Notice of any regular or special meeting need not describe the purposes of the meeting unless required by law or the Restated Articles of Incorporation. Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article II shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by law or these bylaws. 6 Section 8. Vacancies. Any vacancy on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, the remaining directors if less than a quorum (by the vote of a majority thereof) or by a sole remaining director. Any vacancy not filled by the directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A vacancy that will occur at a specified later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs. Section 9. Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors, and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 10. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. It shall be the duty of the person acting as secretary of the meeting to record in the minutes any negative votes, abstentions or dissents if requested to do so by the director so voting, abstaining or dissenting. Section 11. Informal Action by Directors. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the directors. Section 12. Removal. The shareholders may remove one or more directors with or without cause at a meeting called expressly for that purpose, unless the Restated Articles of Incorporation provide for removal for cause only. Section 13. Transactions with Directors. Any contract or other transaction between the corporation and one or more of its directors, or between the corporation and another party in which one or more of its directors are interested shall be valid notwithstanding the presence or participation of such director or directors in a meeting of the board of directors which acts upon or in reference to such contract or transaction, if the fact of such interest shall be disclosed or known to the board of directors and it shall authorize and approve such contract or transaction by a vote of a majority of the directors present. Such interested director 7 or directors may be counted in determining whether a quorum is present at any such meeting, but shall not be counted in calculating the majority necessary to carry such vote. This section shall not invalidate any contract or other transaction which would otherwise be valid under applicable law. Section 14. Meeting by Telephone Conference Call. A meeting of the board of directors may be held by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting. Notice (including waiver of notice) and quorum requirements as specified in Sections 5 and 6 of this Article shall apply to meetings pursuant to this section. A record shall be kept of the action taken for insertion into the minute book. ARTICLE III COMMITTEES Section 1. Designation. The board of directors, by resolution adopted by a majority of the number of directors fixed by Section 2 of Article II of these bylaws, may designate from among its members an executive committee and one or more other committees. The designation of a committee, and the delegation of authority to it, shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law. No member of any committee shall continue to be a member thereof after he ceases to be a director of the corporation. The board of directors shall have the power at any time, by resolution adopted by a majority of the number of directors fixed by Section 2 of Article II of these bylaws, to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof. Section 2. Powers. During the interval between meetings of the board of directors, and subject to such limitations as may be imposed by resolution of the board of directors, the executive committee shall have and may exercise all the authority of the board of directors in the management of the corporation. Any other committee shall have such authority of the board of directors as the board shall delegate by resolution adopted by a majority of the number of directors fixed by Section 2 of Article II of these bylaws. Notwithstanding the foregoing, neither the executive committee nor any other committee shall have the authority of the board of directors in reference to amending the articles of incorporation; adopting a plan of merger or consolidation; recommending to the shareholders the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual and regular course of its business; recommending to the shareholders a voluntary dissolution of the corporation or revocation thereof; or amending the bylaws of the corporation. Reports on actions 8 taken by a committee shall be submitted to the next succeeding meeting of the board of directors. Section 3. Procedure; Meetings; Quorum. Each committee shall appoint a chairman from among its members and a secretary who may, but need not, be a member of the committee or of the board of directors. The chairman shall preside at all committee meetings and the secretary shall keep a record of its proceedings. Regular meetings of a committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by resolution adopted by a majority of the committee. Special meetings of a committee shall be called at the request of any member of the committee, and shall be held upon notice by letter or telegram mailed or delivered for transmission not later than during the second day preceding the day of the meeting, or by word of mouth or telephone received not later than the day immediately preceding the day of the meeting. Any notice required by this section may be waived in writing signed by the member or members entitled to the notice, whether before, or after the meeting time stated therein. Attendance of any member of a committee at a special meeting shall constitute a waiver of notice of such meeting. A majority of the committee, from time to time, shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. The board of directors may vote to the members of any committee a reasonable fee as compensation for attendance at meetings of such committee. Section 4. Meeting by Telephone Conference Call. A meeting of a committee may be held by means of conference telephone or similar telephone communications equipment through which all persons participating in the meeting can hear each other. Participation in the meeting pursuant to this section shall constitute presence in person at the meeting. Notice (including waiver of notice) and quorum requirements as specified in Section 3 of this Article shall apply to meetings pursuant to this section. A record shall be kept of action taken for insertion into the minute book. Section 5. Informal Action by Committee. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all members of the committee entitled to vote with respect to the subject matter thereof. The action shall be effective on the date when the last signature is placed on the consent or at such earlier time as is set forth therein. The consent shall have the same effect as a unanimous vote of the committee. ARTICLE IV OFFICERS Section 1. Number. The officers of the corporation shall be a Chairman of the Board of Directors (the "Chairman of the Board"); a President; a Secretary; and 9 such other officers and assistant officers as may be elected or appointed from time to time by the board of directors. The officers of the corporation shall have such powers and duties as may be prescribed by the board of directors. Any two or more offices may be held by the same person. Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after the annual meeting of the shareholders. If the election of officers shall not be held at the meeting, it shall be held as soon thereafter as is convenient. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until the officer's death, resignation or removal in the manner hereinafter provided. Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors at any time with or without cause. Election or appointment of an officer or agent shall not of itself create contract rights. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. Section 5. Chairman of the Board. The Chairman of the Board of Directors shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The Chairman of the Board may execute in behalf of the corporation all contracts, agreements, stock certificates and other instruments. The Chairman of the Board shall from time to time report to the board of directors all matters within the Chairman's knowledge affecting the corporation which should be brought to the attention of the board. The Chairman of the Board shall vote all shares of stock in other corporations owned by the corporation, and shall be empowered to execute proxies, waivers of notice, consents and other instruments in the name of the corporation with respect to such stock. He shall preside at all meetings of the board of directors and shareholders. The Chairman of the Board shall perform such other duties as may be prescribed from time to time by the board of directors. Section 6. President. The President shall be the chief operating officer of the corporation and shall supervise the operations of the corporation, subject to the direction of the board of directors and the Chairman of the Board. The President shall perform such other duties as may be prescribed from time to time by the board of directors or the Chairman of the Board. Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the directors and shareholders, and shall have custody of the minute books and other records pertaining to the corporate business. The Secretary shall countersign all stock certificates and other instruments requiring the seal of the 10 corporation and shall perform such other duties as may be prescribed from time to time by the board of directors. Section 8. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary because the officer is also a director of the corporation. ARTICLE IV-A NON-CORPORATE OFFICERS A. The Chairman of the Board of the corporation shall have the power, in the exercise of his or her discretion, to appoint persons to hold positions and titles such as vice president, treasurer, assistant vice president, assistant secretary, president of a division, or similar titles as the business of the corporation may require, subject to such limits in appointment power as the board of directors may determine. Each such appointee shall have such title, shall serve in such capacity, and shall have such authority and perform such duties as the Chairman of the Board of the corporation shall determine; provided that no such appointee shall have executive powers, be in charge of a principal business unit, division or function or perform similar policy making functions. The board of directors shall be advised of any such appointment at a meeting of the board of directors, and the appointment shall be noted in the minutes of the meeting. The minutes shall state that such persons are non-corporate officers appointed pursuant to this Article IV-A of these bylaws. B. Any such appointee, absent specific election by the board of directors as an elected corporate officer (i) shall not be considered an officer elected by the board of directors pursuant to Article IV of these bylaws, (ii) shall not be considered an 'officer' of the corporation for the purposes of Rule 3b-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Act"), or an 'executive officer' of the corporation for the purposes of Rule 3b-7 promulgated under the Act, and similarly shall not be considered an 'officer' of the corporation for the purposes of Section 16 of the Act, or an 'executive officer' of the corporation for the purposes of Section 14 of the Act, and (iii) shall be empowered to represent himself or herself to third parties as an appointed vice president, etc., only, and shall be empowered to execute documents, bind the corporation, or otherwise act on behalf of the corporation only as authorized by the Chairman of the Board or the President of the corporation or by resolution of the board of directors. An elected corporate officer of the corporation may also be appointed to a position pursuant to this Article IV-A. C. A person appointed to a position pursuant to this Article IV-A may be removed at any time by the Chairman of the Board or by the board of directors of the corporation. 11 ARTICLE V INDEMNITY OF DIRECTORS AND OFFICERS A. The corporation shall indemnify to the fullest extent then permitted by law any person who is made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against all expenses (including attorneys' fees), judgments, amounts paid in settlement and fines actually and reasonably incurred in connection therewith. B. Expenses incurred in connection with an action, suit or proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. C. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Restated Articles of Incorporation, any statute, agreement, or vote of shareholders or directors or otherwise, both as to action in any official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. D. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or fiduciary with respect to any employee benefit plans of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the Restated Articles of Incorporation or the Oregon Business Corporation Act. E. Any person other than a director or officer who is or was an employee or agent of the corporation, or fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plans of the corporation, or is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise may be indemnified to such extent as the board of directors in its discretion at any time or from time to time may authorize. 12 ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. Section 3. Checks, Draft, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or pursuant to resolution of the board of directors. Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the board of directors. Such certificates shall be signed by the Chairman of the Board or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal of the corporation or a facsimile thereof. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the share transfer records of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the corporation as the board of directors may prescribe. Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the share transfer records of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority 13 to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. Section 3. Transfer Agent and Registrar. The board of directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the corporation, with such powers and duties as the board of directors shall determine by resolution. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. Section 4. Officer Ceasing to Act. In case any officer who has signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance. Section 5. Fractional Shares. The corporation shall not issue certificates for fractional shares. ARTICLE VIII FISCAL YEAR The fiscal year of the corporation shall end on the last Saturday in May of each year. ARTICLE IX DIVIDENDS The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law. ARTICLE X SEAL The seal of the corporation shall be in the form of a circle containing therein "TEKTRONIX, INC. CORPORATE SEAL OREGON." 14 ARTICLE XI AMENDMENTS These bylaws may be altered, amended or repealed and new bylaws may be adopted by the board of directors at any regular or special meeting. I HEREBY CERTIFY that the foregoing are the bylaws of TEKTRONIX, INC. adopted at a meeting of the board of directors of the company held on September 9, 1963, and as amended with regard to Article IV at a meeting of the board of directors of the company held on December 22, 1966, and as amended with regard to Article IV at a meeting of the board of directors of the company held on January 30, 1969, and as amended with regard to Article II at a meeting of the board of directors of the company held on July 17, 1969, and as amended with regard to Article IV at a meeting of the board of directors of the company held on September 24, 1970, and as amended with regard to Article IV at a meeting of the board of directors of the company held on September 30, 1971, and as amended with regard to Article V at a meeting of the board of directors of the company held on September 27, 1973, and as amended with regard to Article IV at a meeting of the board of directors of the company held on September 26, 1974, and as amended with regard to Article I at a meeting of the board of directors of the company held on April 28, 1977, and as amended with regard to Article I at a meeting of the board of directors of the company held on May 20, 1977, and as amended with regard to Article IV at a meeting of the board of directors of the company held on January 18, 1979, and as amended with regard to Article II at a meeting of the board of directors of the company held on February 28, 1980, and as amended with regard to Article II at a meeting of the board of directors of the company held on May 22, 1980, and as amended with regard to Articles I, II and III at a meeting of the board of directors of the company held on June 25, 1980, and as amended with regard to Article II at a meeting of the board of directors of the company held on September 9, 1980, with the amendment to be effective September 27, 1980, and as amended with regard to Article I at a meeting of the board of directors of the company held on July 23, 1981, and approved by the shareholders at a meeting held on September 26, 1981, and as amended with regard to Article VI at a meeting of the board of directors of the company held on May 3, 1983, and as amended with regard to Article II at a meeting of the board of directors of the company held on June 30, 1983, and as amended with regard to Articles III and IV at a meeting of the board of directors of the company held on March 1, 1984, and as amended with regard to Article I at a meeting of the board of directors of the company held on December 6, 1984, and as amended with regard to Article II at a meeting of the board of directors of the company held on August 13, 1985, and as amended with regard to Article II at a meeting of the board of directors of the company held on October 24, 1985, and as amended with regard to Article II at a meeting of the board of directors of the company held on July 17, 1986, and as amended with regard to Article V at a meeting of the board of directors of the company held on September 27, 1986, and as amended with regard to Article II at a meeting of the board of directors of the company held on June 23, 1988, and as amended with regard to Article II at a meeting of the board of directors of the 15 company held on July 21, 1988, and as amended with regard to Article II at a meeting of the board of directors of the company held on July 20, 1989, and as amended with regard to Articles I, II and IV at a meeting of the board of directors of the company held on November 29, 1989, and as amended with regard to Articles II and IV at a meeting of the board of directors of the company held on April 25, 1990, and as amended with regard to Article I at a meeting of the board of directors of the company held on June 20, 1990, and as amended with regard to Article II at a meeting of the board of directors of the company held on July 19, 1990, and as amended with regard to Articles II and IV at a meeting of the board of directors of the company held on October 24, 1990, and as amended with regard to Article II at a meeting of the board of directors of the company held on March 20, 1991, and as amended with regard to Article I at a meeting of the board of directors of the company held on July 17, 1991, and as amended with regard to Articles I, II, IV, and VII at a meeting of the board of directors of the company held on September 26, 1991, and as amended with regard to Article II at a meeting of the board of directors of the company held on January 29, 1992, and as amended with regard to Article II by action of the board of directors of the company without a meeting, effective July 10, 1992, and as amended with regard to Article IV at a meeting of the board of directors of the company held on September 23, 1992, and as amended with regard to Article II by action of the board of directors of the company without a meeting, effective September 24, 1992, and as amended with regard to Article I at a meeting of the board of directors of the company held on October 18, 1992, and as amended with regard to Article II at a meeting of the board of directors of the company held on December 2, 1992, and as amended with regard to Article IV-A at a meeting of the board of directors of the company held on March 31, 1993, and as amended with regard to Articles I and II at a meeting of the board of directors of the company held on June 23, 1994. /s/ John P. Karalis ___________________________ Secretary 16 EX-10.9 3 LIST: EX-10(IX) - EXECUTIVE SEVERANCE AGREEMENTS EXHIBIT 10(ix) LIST OF DIRECTORS AND NAMED EXECUTIVE OFFICERS WITH WHOM TEKTRONIX HAS EXECUTIVE SEVERENCE AGREEMENTS IN SUBSTANTIALLY THE FORM ATTACHED DIRECTORS Delbert W. Yocam NAMED EXECUTIVE OFFICERS John P. Karalis Carl W. Neun John W. Vold EXHIBIT-10(ix) EXECUTIVE SEVERANCE AGREEMENT September 22, 1993 [NAME] [ADDRESS] EXECUTIVE TEKTRONIX, INC., an Oregon corporation P.O. Box 1000 Wilsonville, Oregon TEKTRONIX Tektronix considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Tektronix and its shareholders. In order to induce Executive to remain employed by Tektronix in the face of uncertainties about the long-term strategies of Tektronix and their potential impact on the scope and nature of Executive's position with Tektronix, this Agreement, which has been approved by the Organization and Compensation Committee of the Board of Directors of Tektronix, sets forth the severance benefits that Tektronix will provide to Executive in the event Executive's employment by Tektronix is terminated under the circumstances described in this Agreement. 1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by Tektronix as [TITLE]. Executive and Tektronix acknowledge that either party may terminate this employment relationship at any time and for any reason, subject to the obligation of Tektronix to provide the benefits specified in this Agreement in accordance with the terms hereof. 2. RELEASE OF CLAIMS. In consideration for the severance benefits outlined in this Agreement, Executive agrees to execute a Release of Claims in the form attached as Exhibit A ("Release of Claims"). Executive promises to execute and deliver the Release of Claims to Tektronix within the later of forty-five (45) days from the date Executive receives the Release of Claims or on the last day of Executive's active employment. 3. COMPENSATION UPON TERMINATION. In the event that Executive's employment is terminated at any time by Tektronix other than for Cause (as defined in Section 6.1 of this Agreement), death, or Disability (as defined in Section 6.2 of this Agreement), subject to Executive's execution of a Release of Claims, Executive shall be entitled to the following benefits: 1 3.1 As severance pay and in lieu of any further pay for periods subsequent to the date of termination, Tektronix shall pay Executive, in a single payment within the later of forty-five (45) days after termination of employment or eight days after execution of the Release of Claims, an amount in cash equal to Executive's annual base pay at the rate in effect immediately prior to the date of termination, or, if greater, an amount in cash equal to Executive's average annual base pay for the three years ending with Executive's last pay change preceding termination. 3.2 Executive is entitled to extend coverage under any group health plan in which Executive and Executive's dependents are enrolled at the time of termination of employment under the COBRA continuation laws for the 18-month statutory period, or so long as Executive remains eligible under COBRA. Tektronix will pay Executive a lump sum payment in an amount equivalent to the reasonably estimated cost Executive may incur to extend for a period of eighteen (18) months under the COBRA continuation laws Executive's group health and dental plan coverage in effect at the time of termination. Executive may use this payment, as well as any payment made under 3.1, for such COBRA continuation coverage or for any other purpose. 3.3 Except as provided in Section 5.2, Executive shall be entitled to a portion of the benefits under any incentive plans in effect at the time of termination (including the Results Sharing Plan and the Annual Performance Improvement Plan), prorated for the portion of the plan year during which Executive was a participant. For purposes of this Agreement, Executive's participation in the Annual Performance Improvement Plan will be considered to have ended on Executive's last day of active employment. Prorated awards shall not be due and payable by Tektronix to Executive until the date that all awards are paid after the close of the incentive period. Unless the applicable plan provides for a greater payment for a participant whose employment terminates prior to the end of an incentive period (in which case the applicable plan payment shall be made), the proration shall be calculated pursuant to this Section 3.3. The payment, if any, that would have been made under Executive's award had Executive been made a participant for the full incentive period shall be calculated at the end of the incentive period. Such amount shall be divided by the total number of days in the incentive period and the result multiplied by the actual number of days Executive participated in the plan. 2 3.4 Tektronix will pay up to $12,500 to a third party outplacement firm selected by Executive to provide career counseling assistance to Executive for a period of one (1) year following Executive's termination date. 3.5 Tektronix will permit Executive to continue to participate in its Executive Financial Counseling Program through the remainder of the term of Executive's current participation (which shall in no case be longer than one (1) year after the effective date of Executive's termination). 4. SUBSEQUENT EMPLOYMENT. The amount of any payment provided for in this Agreement shall not be reduced, offset or subject to recovery by Tektronix by reason of any compensation earned by Executive as the result of employment by another employer after termination. 5. OTHER AGREEMENTS. 5.1 In the event that severance benefits are payable to Executive under any other agreement with Tektronix in effect at the time of termination (including but not limited to any change of control, "golden parachute" or employment agreement, but excluding for this purpose any stock option agreement or stock bonus agreement or stock appreciation right agreement that may provide for accelerated vesting or related benefits upon the occurrence of a change in control), the benefits provided in this Agreement shall not be payable to Executive. Executive may, however, elect to receive all of the benefits provided for in this Agreement in lieu of all of the benefits provided in all such other agreements. Any such election shall be made with respect to the agreements as a whole, and Executive cannot select some benefits from one agreement and other benefits from this Agreement. 5.2 The vesting or accrual of stock options, restricted stock, stock bonuses, or any other stock awards shall not continue following termination. Any agreements between Executive and Tektronix that relate to stock awards (including but not limited to stock options, long term incentive program, stock bonuses and restricted stock) shall be governed by such agreements and shall not be affected by this Agreement. 6. DEFINITIONS. 6.1 CAUSE. Termination by Tektronix of Executive's employment for "Cause" shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with Tektronix (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for 3 substantial performance is delivered to Executive by the Chairman of the Board of Directors or the President of Tektronix which specifically identifies the manner in which such executive believes that Executive has not substantially performed Executive's duties, or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to Tektronix. For purposes of this Section 6.1, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive in knowing bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of Tektronix. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for Tektronix shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Tektronix. 6.2 DISABILITY. Termination by Tektronix of Executive's employment based on "Disability" shall mean termination because of Executive's absence from Executive's duties with Tektronix on a full-time basis for one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, unless within thirty (30) days after notice of termination by Tektronix following such absence Executive shall have returned to the full-time performance of Executive's duties. 7. SUCCESSORS; BINDING AGREEMENT. 7.1 This Agreement shall be binding on and inure to the benefit of Tektronix and its successors and assigns. 7.2 This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representatives, executors, administrators and heirs. 8. RESIGNATION OF CORPORATE OFFICES. Executive will resign Executive's office, if any, as a director, officer or trustee of Tektronix, its subsidiaries or affiliates, effective as of the date of termination of employment. Executive agrees to provide Tektronix such written resignation(s) upon request. 9. GOVERNING LAW, ARBITRATION. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in Portland, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration 4 Association, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction thereof. 10. FEES AND EXPENSES. In the event that Executive initiates arbitration under the circumstances described in this Agreement to obtain or enforce any right or benefit provided by this Agreement and the arbitrator determines that Executive is the prevailing party, Executive shall be permitted to recover Executive's reasonable attorneys' fees and costs incurred in connection with such proceeding. In the event that the arbitrator determines that Tektronix is the prevailing party, each party shall bear its own attorneys' fees and costs incurred in connection with such proceeding. 11. AMENDMENT. No provision of this Agreement may be modified unless such modification is agreed to in a writing signed by Executive and Tektronix. TEKTRONIX, INC. _______________________________ NAME By: ______________________________ Title: __________________________ 5 Exhibit A RELEASE OF CLAIMS This Release of Claims (the "Release") is made and executed by_____________ __________________ in connection with the termination of my employment with Tektronix, Inc. ("Tektronix") and in consideration of my receiving valuable severance pay and benefits as provided for in the Executive Severance Agreement ("Agreement"). These benefits are substantial consideration to which I am not otherwise entitled. On behalf of myself and my spouse, heirs, administrators and assigns, I hereby release Tektronix, its parent and related corporations, affiliates, or joint venturers and all officers, directors, employees, agents, and insurers of the aforementioned (collectively the "Company") from any and all liability, damages or causes of action, whether known or unknown relating to my employment with the Company or the termination of that employment, including but not limited to any claims for additional compensation in any form, or damages. This specifically includes, but is not limited to, all claims for relief or remedy under any state or federal laws, including but not limited to Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USC Sections 1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Vietnam Era Veterans' Readjustment Assistance Act, the Fair Labor Standards Act, Executive Order 11246, all as amended, and the civil rights, employment and labor laws of the state of any state or the United States. This Release shall not affect any rights which I may have under any medical insurance, disability, workers' compensation, unemployment compensation or retirement plans maintained by the Company. I acknowledge that I have been given at least 45 days to consider whether to execute this Release of Claims and accept benefits under the Program; that I have been advised of my right to consult with an attorney or financial advisor of my choice and at my own expense; that the Agreement gives me severance pay and benefits which the Company would otherwise have no obligation to give me; and that I voluntarily enter into the Release of Claims. I understand that the Release of Claims is to be signed within 45 days from the date I received it or on my last day of employment, whichever is later, and that I may revoke the Release of Claims, provided I do so in writing within seven (7) days of signing the Release. I understand and agree that the Company will have no obligation to pay me any benefits under the Agreement until the expiration of the revocation 6 period, provided I have not revoked the Release of Claims. I understand that if I revoke the Release of Claims my termination will nonetheless remain in full force and effect and I will not be entitled to any benefits under the Agreement. I acknowledge that I have had time to consider the alternatives and consequences of my election to receive benefits under the Agreement and of signing the Release; that I am aware of my right to consult an attorney or financial advisor at my own expense; and that, in consideration for executing this Release and my election to receive benefits under the Agreement, I have received additional benefits and compensation of value to which I would not otherwise be entitled. I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME. Every provision of this Release is intended to be severable. In the event any term or provision contained in this Release is determined to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other terms and provisions of this Release which shall continue in full force and effect. Dated: __________________, 1993 ____________________________ Employee Name ____________________________ Employee Signature 7 EXHIBIT-10(ix) EXECUTIVE SEVERANCE AGREEMENT October 23, 1992 Mr. Jerome J. Meyer 24790 S.W. Big Fir Road West Linn, OR 97068 EXECUTIVE TEKTRONIX, INC., an Oregon corporation P.O. Box 1000 Wilsonville, Oregon TEKTRONIX Tektronix considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Tektronix and its shareholders. In order to induce Executive to remain employed by Tektronix in the face of uncertainties about the long-term strategies of Tektronix and their potential impact on the scope and nature of Executive's position with Tektronix, this Agreement, which has been approved by the Organization and Compensation Committee of the Board of Directors of Tektronix, sets forth the severance benefits that Tektronix will provide to Executive in the event Executive's employment by Tektronix is terminated under the circumstances described in this Agreement. 1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by Tektronix as Chairman and Chief Executive Officer. Executive and Tektronix acknowledge that either party may terminate this employment relationship at any time and for any reason, subject to the obligation of Tektronix to provide the benefits specified in this Agreement in accordance with the terms hereof. 2. COMPENSATION UPON TERMINATION. In the event that Executive's employment by Tektronix as its Chairman and Chief Executive Officer is terminated at any time by Tektronix other than for Cause (as defined in Section 5.1 of this Agreement), death, Disability (as defined in Section 5.2 of this Agreement) or Retirement (as defined in Section 5.3 of this Agreement), Executive shall be entitled to the following benefits: 2.1 As severance pay and in lieu of any further salary for periods subsequent to the date of termination, Tektronix shall pay Executive, in a single payment within thirty days after termination, an amount in cash equal to two times Executive's annual base salary at the rate in effect immediately prior to the date of termination, or, if greater, an amount in cash equal to two times Executive's average annual base salary for the three years ending with Executive's last salary change preceding termination. 1 2.2 Executive is entitled to extend coverage under any group health plan in which he and his dependents are enrolled at the time of termination of employment under the COBRA continuation laws for the 18-month statutory period, or so long as he remains eligible under COBRA. The COBRA continuation period shall begin on the day that coverage under Tektronix' group health plans normally ends due to termination of employment. Tektronix agrees to cover Executive's COBRA continuation payments until the earlier of the termination of his COBRA continuation rights as the result of coverage under the group health plan of a new employer or one year after the date of termination of employment, provided that Executive continues to pay an amount equal to Executive's regular contribution, if any, for group health benefits. 2.3 Executive shall be entitled to a portion of the benefits under any incentive plans in effect at the time of termination (including the Results Sharing Plan and the Annual Performance Improvement Plan), prorated for the portion of the plan year during which Executive was a participant. Unless the applicable plan provides for a greater payment for a participant whose employment terminates prior to the end of an incentive period (in which case the applicable plan payment shall be made), the proration shall be calculated pursuant to this Section 2.3. The payment, if any, that would have been made under Executive's award had Executive been made a participant for the full incentive period shall be calculated at the end of the incentive period. Such amount shall be divided by the total number of days in the incentive period and the result multiplied by the actual number of days Executive participated in the plan. Prorated awards shall not be due and payable by Tektronix to Executive until the date that all awards are paid after the close of the incentive period. 2.4 Tektronix shall reimburse Executive up to $12,500 for outplacement services provided to Executive by a third-party outplacement firm selected by Executive that are incurred by Executive within 12 months following Executive's termination. 3. SUBSEQUENT EMPLOYMENT. Except as provided in Section 2.2 of this Agreement, the amount of any payment provided for in this Agreement shall not be reduced, offset or subject to recovery by Tektronix by reason of any compensation earned by Executive as the result of employment by another employer after termination. 2 4. OTHER AGREEMENTS. 4.1 In the event that severance benefits are payable to Executive under any other agreement with Tektronix in effect at the time of termination (including any change of control, "golden parachute" or employment agreement, but excluding any stock option agreement or stock bonus agreement or stock appreciation right agreement that may provide for accelerated vesting or related benefits upon termination or upon the occurrence of a change in control), the benefits provided in this Agreement shall not be payable to Executive. Executive may, however, elect to receive all of the benefits provided for in this Agreement in lieu of all of the benefits provided in all such other agreements. Any such election shall be made with respect to the agreements as a whole, and Executive cannot select some benefits from one agreement and other benefits from this Agreement. No such election shall, however, operate to deprive Executive of the benefit of any term or provision relating to acceleration or lapse of forfeiture restrictions in any stock option or stock bonus agreement between Tektronix and Executive, even if such term or provision is referred to or required by an employment or compensation agreement or other agreement of the kind covered by the first sentence of this section. 4.2 The vesting or accrual of stock options, restricted stock or any other stock awards shall not continue following termination except as may be expressly provided by their terms. Any agreements between Executive and Tektronix that relate to stock awards (including but not limited to stock options, stock bonuses and restricted stock, and the provisions of any employment agreement or compensation agreement relating to special acceleration of options or lapse of forfeiture restrictions on bonus shares) shall remain in effect, and the treatment of such stock awards shall be governed by such agreements. 5. DEFINITIONS. 5.1 CAUSE. Termination by Tektronix of Executive's employment for "Cause" shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with Tektronix (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Chairman of the Organization and Compensation Committee of the Board of Directors of Tektronix which specifically identifies the manner in which such executive believes that Executive has not substantially performed Executive's duties, or (b) the willful engaging by Executive in illegal 3 conduct which is materially and demonstrably injurious to Tektronix. For purposes of this Section 5.1, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive in knowing bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of Tektronix. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for Tektronix shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Tektronix. 5.2 DISABILITY. Termination by Tektronix of Executive's employment based on "Disability" shall mean termination because of Executive's absence from Executive's duties with Tektronix on a full-time basis for one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, unless within thirty (30) days after termination following such absence Executive shall have returned to the full-time performance of Executive's duties. 5.3 RETIREMENT. Termination by Executive or by Tektronix of Executive's employment based on "Retirement" shall mean termination on Executive's normal retirement date as set forth in the Tektronix Pension Plan (or any successor or substitute plan of Tektronix). 6. SUCCESSORS; BINDING AGREEMENT. 6.1 This Agreement shall be binding on and inure to the benefit of Tektronix and its successors and assigns. 6.2 This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representatives, executors, administrators and heirs. 7. FEES AND EXPENSES. Tektronix shall pay all legal fees and related expenses incurred by Executive as a result of Executive's seeking to obtain or enforce any right or benefit provided by this Agreement. 4 8. AMENDMENT. No provision of this Agreement may be modified unless such modification is agreed to in a writing signed by Executive and Tektronix. 9. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. TEKTRONIX, INC. /s/ J.J. Meyer ------------------- JEROME J. MEYER /s/ A.V. Smith By: ----------------- Title: ---------------- 5 EX-10.10 4 EX-10(X) - LIST: RETENTION INCENTIVE AGREEMENTS EXHIBIT 10(x) LIST OF NAMED EXECUTIVE OFFICERS WITH WHOM TEKTRONIX HAS A BASIC FORM OF RETENTION INCENTIVE AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED NAMED EXECUTIVE OFFICERS Carl W. Neun John P. Karalis EXHIBIT 10(x) RETENTION INCENTIVE AGREEMENT This Retention Incentive Agreement (the "Agreement") is effective March 16, 1994 between Tektronix, Inc., an Oregon corporation ("Tektronix") and [Name] ("Executive"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tektronix and Executive agree as follows: 1. Executive is awarded the performance-based restricted stock grant for the number of shares and on the terms and conditions set forth on Exhibit A ("Restricted Stock Grant"). 2. In the event that Executive's employment with Tektronix is terminated by Tektronix without Cause (as defined in Section 6.1 of Executive's Executive Severance Agreement dated September 22, 1993 (the "Executive Severance Agreement")) at any time prior to February 2, 1996: (A) notwithstanding anything to the contrary in any restricted or bonus stock grants (including the Restricted Stock Grant, but excluding any performance share awards under the Tektronix Long- Term Incentive Compensation Program ("LTIP Awards")) or in any stock option agreements held by Executive on the date of termination: (i) all restricted or bonus stock grants other than LTIP Awards and all stock options held by Executive on the date of termination shall fully vest on the date of termination (whether or not vesting was conditioned on the passage of time or the achievement of performance objectives), and (ii) Executive shall have a period equal to the longer of: (a) two (2) years from the date of termination and (b) the period provided in his grants, to exercise any stock options held by Executive on the date of termination; provided that the period permitted for exercise shall in no event extend beyond the expiration of the related option as originally granted, and (B) notwithstanding any length of service requirements in any LTIP Awards, all LTIP Awards shall continue in force after Executive's termination and Executive shall be entitled to benefits under the LTIP Awards in accordance with the actual achievement of the performance objectives as set out in the LTIP Awards, which benefits shall be calculated in the manner and payable at the times specified in the LTIP Awards. 1 (C) any severance payment which may be due as a result of the termination under section 3.1 of Executive's Executive Severance Agreement, is increased from one (1) to two (2) times Executive's annual base salary in effect immediately prior to the date of termination. All other terms and conditions of the restricted or bonus stock grants, stock option agreements, the LTIP Awards and the Executive Severance Agreement shall continue to apply. Executive acknowledges and agrees that the purpose of this Agreement is to provide both for retention of the Executive and to provide flexibility in Tektronix' use of Executive's services. Consequently, Executive agrees that for purposes of this Agreement (including the Restricted Stock Grant), Executive's employment with Tektronix shall not be deemed terminated if Executive is assigned additional or different titles and/or tasks and responsibilities from those currently held or assigned, provided that any changes: (i) leave Executive with management responsibility, consistent with Executive's areas of professional expertise, for a significant functional activity and/or a significant business unit or subsidiary, and (ii) do not require Executive to relocate from the greater Portland, Oregon area. In the event Tektronix terminates Executive's employment because of (a) the death of Executive, or (b) physical disability preventing the Executive from performing regular duties, such termination shall be deemed a termination by Tektronix without Cause for purposes of this Agreement. 3. For Tektronix' fiscal years 1994 and 1995, Executive's award targets under the Tektronix Annual Performance Improvement Plan ("APIP") shall be based on achievement of a specific set of objectives as set by the Chairman of the Board and Chief Executive Officer of Tektronix ("Chairman and CEO") and approved by the Company's Organization and Compensation Committee (the "OCC"). The objectives may include corporate or operating unit performance measures, achievement of the restructuring of Tektronix (including the types of activities set out in the Restricted Stock Grant) or other targets or tasks as set by the Chairman and CEO and approved by the OCC, in their sole discretion. The objectives for the current fiscal year (1994) shall be set as soon as reasonably possible, shall replace the current award objectives entirely and shall apply to the entire year. The objectives for fiscal year 1995 shall be set at the regular time for setting APIP award objectives. Executive's participation in APIP shall otherwise continue to be governed by the terms of the APIP plan as in effect from time to time. 4. Except as expressly stated in this Agreement, nothing in this Agreement is intended to affect Executive's right to participate in the compensation plans or programs of Tektronix to the extent they may apply pursuant to their terms and conditions as in effect from time to time. By way of example, if changes are made to the Tektronix Long Term Incentive Compensation Program ("LTIP") to modify or 2 eliminate performance targets (such as Average Return on Equity), Executive's participation in the plan shall also be adjusted to reflect any such changes applicable to Executive. 5. In consideration of the benefits outlined in this Agreement, Executive agrees to execute and deliver a Release of Claims, in the form attached as Exhibit A to Executive's Executive Severance Agreement on the date of termination of employment with Tektronix. Execution and delivery of the Release of Claims is a condition precedent to Tektronix' obligations under this Agreement. 6. This Agreement is not a contract of employment. Except as expressly stated in this Agreement, nothing in this Agreement grants, modifies or eliminates any rights of Executive or Tektronix pursuant to any other agreements between them. Except as expressly stated in this Agreement, there is no change in the relationship between Tektronix and Executive, with all arrangements continuing to be governed by the terms and conditions in effect on the date of this Agreement, including those of any written employment agreement (or absent such an agreement, to continue on an "at will" basis) and of any applicable plan, including the APIP and LTIP plans, as may be in effect from time to time. 7. This Agreement contains the entire agreement between the parties concerning the subject matter of this Agreement and supersedes any other discussions, agreements, representations or warranties of any kind. 8. This Agreement shall be construed in accordance with and governed by the laws of Oregon. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in Portland, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration Association or such comparable rules as may be agreed upon by the parties. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 9. Any modification of this Agreement shall be effective only if in writing and signed by each party or its duly authorized representative. If for any reason any provision of this Agreement shall be held invalid in whole or in part, such invalidity shall not affect the remainder of this Agreement. TEKTRONIX, INC. EXECUTIVE By: _________________________ ________________________ Chairman, (Name) Organization and Compensation Committee 3 EXHIBIT 10(x) RETENTION INCENTIVE AGREEMENT This Retention Incentive Agreement (the "Agreement") is effective March 16, 1994 between Tektronix, Inc., an Oregon corporation ("Tektronix") and Jerome J. Meyer ("Executive"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tektronix and Executive agree as follows: 1. Executive is awarded the performance-based restricted stock grant for the number of shares and on the terms and conditions set forth on Exhibit A ("Restricted Stock Grant"). 2. In the event that Executive's employment with Tektronix is terminated by Tektronix without Cause (as defined in Section 5.1 of Executive's Executive Severance Agreement dated October 23, 1992 (the "Executive Severance Agreement")) at any time prior to February 2, 1996: (A) notwithstanding anything to the contrary in any restricted or bonus stock grants (including the Restricted Stock Grant, but excluding any performance share awards under the Tektronix Long- Term Incentive Compensation Program ("LTIP Awards")) or in any stock option agreements held by Executive on the date of termination: (i) all restricted or bonus stock grants other than LTIP Awards and all stock options held by Executive on the date of termination shall fully vest on the date of termination (whether or not vesting was conditioned on the passage of time or the achievement of performance objectives), and (ii) Executive shall have a period equal to the longer of: (a) two (2) years from the date of termination and (b) the period provided in his grants, to exercise any stock options held by Executive on the date of termination; provided that the period permitted for exercise shall in no event extend beyond the expiration of the related option as originally granted, and (B) notwithstanding any length of service requirements in any LTIP Awards, all LTIP Awards shall continue in force after Executive's termination and Executive shall be entitled to benefits under the LTIP Awards in accordance with the actual achievement of the performance objectives as set out in the LTIP Awards, which benefits shall be calculated in the manner and payable at the times specified in the LTIP Awards. 1 All other terms and conditions of the restricted or bonus stock grants, stock option agreements, the LTIP Awards and the Executive Severance Agreement shall continue to apply. In the event Tektronix terminates Executive's employment because of (a) the death of Executive, or (b) physical disability preventing the Executive from performing regular duties, such termination shall be deemed a termination by Tektronix without Cause for purposes of this Agreement. 3. For Tektronix' fiscal years 1994 and 1995, Executive's award targets under the Tektronix Annual Performance Improvement Plan ("APIP") shall be based on achievement of a specific set of objectives as set by the Company's Organization and Compensation Committee (the "OCC"). The objectives may include corporate or operating unit performance measures, achievement of the restructuring of Tektronix (including the types of activities set out in the Restricted Stock Grant) or other targets or tasks as set by the OCC, in their sole discretion. The objectives for the current fiscal year (1994) shall be set as soon as reasonably possible, shall replace the current award objectives entirely and shall apply to the entire year. The objectives for fiscal year 1995 shall be set at the regular time for setting APIP award objectives. Executive's participation in APIP shall otherwise continue to be governed by the terms of the APIP plan as in effect from time to time. 4. Except as expressly stated in this Agreement, nothing in this Agreement is intended to affect Executive's right to participate in the compensation plans or programs of Tektronix to the extent they may apply pursuant to their terms and conditions as in effect from time to time. By way of example, if changes are made to the Tektronix Long Term Incentive Compensation Program ("LTIP") to modify or eliminate performance targets (such as Average Return on Equity), Executive's participation in the plan shall also be adjusted to reflect any such changes applicable to Executive. 5. In consideration of the benefits outlined in this Agreement, Executive agrees to execute and deliver a Release of Claims, in the form attached as Exhibit B to this Agreement, on the date of termination of employment with Tektronix. Execution and delivery of the Release of Claims is a condition precedent to Tektronix' obligations under this Agreement. 6. This Agreement is not a contract of employment. Except as expressly stated in this Agreement, nothing in this Agreement grants, modifies or eliminates any rights of Executive or Tektronix pursuant to any other agreements between them. Except as expressly stated in this Agreement, there is no change in the relationship between Tektronix and Executive, with all arrangements continuing to be governed by the terms and conditions in effect on the date of this Agreement, including those of any written employment agreement (or absent such an agreement, to continue on 2 an "at will" basis) and of any applicable plan, including the APIP and LTIP plans, as may be in effect from time to time. 7. This Agreement contains the entire agreement between the parties concerning the subject matter of this Agreement and supersedes any other discussions, agreements, representations or warranties of any kind. 8. This Agreement shall be construed in accordance with and governed by the laws of Oregon. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in Portland, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration Association or such comparable rules as may be agreed upon by the parties. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 9. Any modification of this Agreement shall be effective only if in writing and signed by each party or its duly authorized representative. If for any reason any provision of this Agreement shall be held invalid in whole or in part, such invalidity shall not affect the remainder of this Agreement. TEKTRONIX, INC. EXECUTIVE By: /s/ A.V. SMITH /s/ J.J. MEYER Chairman, Jerome J. Meyer Organization and Compensation Committee 3 EX-10.13 5 EX-10 (XIII) EMPLOYMENT LETTER AGREEMENT (KARALIS; 9/1/92) EXHIBIT 10(xiii) September 1, 1992 John Karalis 7878-66 East Gainey Ranch Road Scottsdale, AZ 85258 Dear John: On behalf of Tektronix, Inc. I am pleased to confirm our offer of employment in the position of Vice President, Corporate Development. In this position you will report to Jerome J. Meyer. The title of Vice President is conferred by the Board of Directors and is subject to Board approval. Following is a summary of the benefits and terms relating to this offer: 1. COMPENSATION AND BENEFITS Your compensation will consist of a base salary, payable biweekly, at the annual rate of $175,000. You will also participate in the Tektronix Results Sharing program which provides employees with a cash payout when specific financial targets are achieved. In addition, you will receive a comprehensive benefits package that includes group insurance, a company 401(k) plan, flexible time off, and tuition reimbursement. You will receive more information about the Tektronix benefits program in your new employee orientation. In this position, you will be a participant in the Tektronix Annual Performance Improvement Plan (APIP). The APIP plan provides cash payment opportunities contingent on attainment of established performance targets. The targeted amount for the 1993 fiscal year will be 30% of your base pay, payable after the plan year closes. Your APIP participation for the 1993 fiscal year will be prorated, commencing on the date you begin employment at Tektronix. This amount will be payable, on the normal plan schedule, unless you voluntarily terminate your employment or are terminated by Tektronix for cause at any time prior to the date payment is made following the close of the 1993 fiscal year or July 31, whichever is earlier. In subsequent years, incentive compensation will be earned and paid in accordance with applicable incentive compensation plans. 2. STOCK BONUS AWARD Pursuant to the Tektronix Stock Incentive Plan, you will receive a stock bonus award of 10,000 shares of Tektronix common stock. The award will become effective on the date you begin employment at Tektronix. One half of the shares will vest at the end of the first and second years of your employment with Tektronix. This award will be subject to certain restrictions stated in the plan and outlined in a 1 separate Stock Bonus Agreement to be prepared following Board approval. In general, the unvested bonus shares will be subject to forfeiture to Tektronix if your employment terminates for any reason during a forfeiture period of two years following the date of the award. The plan contains special provisions for non-forfeiture in the event of death or disability. The plan also provides that dividends (plus interest) will be accumulated for your account subject to the same possibility of forfeiture, but you will have voting rights on the stock during the forfeiture period. A copy of the prospectus for the plan is enclosed for your information. 3. ADDITIONAL BENEFITS Tektronix will also provide you the following additional benefits: Housing Allowance. Tektronix will pay you a housing allowance of $1,250 per month. Commuting Expenses. Tektronix will reimburse you for reasonable (business class) airfare expenses for up to 4 trips per month between Portland and your residence in Phoenix. These benefits will be provided to you for a period of 24 months or as long as you maintain your principal residence outside the Portland area, whichever is the lesser. You should be advised that these benefits may be subject to applicable state or federal tax withholding and may consist of taxable income. 4. ELIGIBILITY FOR SEVERANCE PAY As we have discussed, Tektronix is an "at-will" employer. Basically, this means that your position is not intended to be for any fixed term and either you or the company can terminate it at any time and for any reason. However, if your employment is terminated by Tektronix other than for cause at any time during the first year after your employment begins, you will receive as severance pay an amount equal to one year of your then-current base pay. If your employment is terminated by Tektronix other than for cause at any time during the second year, you will receive as severance pay the amount you would have earned during the remainder of the second year had your employment not been terminated. For purposes of this letter, cause for termination would generally be defined as limited to any willful and continuous failure to perform your reasonably assigned duties (as determined by the CEO), the commission by you of felonious acts or any act of fraud or dishonesty, or the commission of any act of willful misconduct that, in the judgment of the CEO, materially and adversely affects the financial condition of Tektronix. As you know, your election as a Vice President of Tektronix, the stock bonus award, APIP participation and severance pay all require the approval of the Tektronix Board of Directors or its Organization and Compensation 3 Committee. If the terms of this offer are acceptable to you, I will recommend formal action and approval by the Board or the Committee at the next regular meeting. This offer is intended to supersede the existing consulting relationship between you and Tektronix. John, we have enclosed the following forms which will need to be signed upon your acceptance of this position: . EMPLOYMENT ELIGIBILITY VERIFICATION FORM (Form I-9) We are required by the Immigration Reform and Control Act of 1986 to have this form completed and on file for all Tektronix employees. Please bring the appropriate documents mentioned in the Form I-9 with you on your first day of employment. . TEKTRONIX EMPLOYMENT AGREEMENT This document refers to the nondisclosure of company confidential information and ownership of inventions. Tektronix requires that all employees sign this document. Should you have questions concerning any part of this offer letter, please call me at 503/685-4020. To confirm your acceptance of this offer, please sign the original of this letter where indicated and return it along with the signed copy of the Employment Agreement. We look forward to hearing from you by September 8, 1992 regarding your decision. Congratulations and we look forward to welcoming you to Tektronix! Sincerely, /s/ T. Thorsteinson Timothy E. Thorsteinson Vice President Quality/Human Resources enclosures: Employment Agreement Form I-9 Prospectus I accept Tektronix's offer of employment under the terms outlined in this letter. (See addendum attached.) /s/ John Karalis 9/1/92 ________________________ _______________________ John Karalis Date 3 ADDENDUM TO THE JOHN P. KARALIS SEPTEMBER 1, 1992 OFFER LETTER. 1. Employment will be deemed to commence September 1, 1992. 2. During the first 24 months of his employment, Mr. Karalis is entitled to 35 days off in addition to regular company holidays. Business air travel of over 2 hours shall be first class. 3. Mr. Karalis' base salary will be reviewed at the close of the 1993 fiscal year and again at the close of the 1994 fiscal year. 4. Mr. Karalis shall receive a guaranteed APIP award, or other cash equivalent, of 30% of his base salary, prorated from September 1, 1992, for the 1993 fiscal year. 5. Mr. Karalis' stock bonus award will be reviewed at the close of the 1993 fiscal year and again at the close of the 1994 fiscal year. 6. The housing allowance of $1,250.00 per month shall apply during the first 24 months of employment if Mr. Karalis purchases a residence in the Portland area while also maintaining a residence in the Phoenix area. In addition, Tektronix shall reimburse Mr. Karalis reasonable and actual customary closing costs in a Portland area residence purchase and real estate commission and reasonable and actual customary closing costs in selling such a residence upon termination of his employment at Tektronix. 7. During that period of the first 24 months of employment during which Mr. Karalis elects to rent housing in the Portland area while maintaining a residence in the Phoenix area, Tektronix shall pay him a housing allowance equal to the apartment rental, furniture package and house-keeping and utilities charges not to exceed those set forth in the attached Oswego Pointe quotation. Tektronix may, at its option, pay these charges directly to the lessor and/or furniture rental provider. 8. Tektronix shall reimburse Mr. Karalis for purchase and installation of a fax machine at his Phoenix area residence for business use and, if feasible at reasonable cost, installation of Tektronix electronic mail upon Mr. Karalis' computer at his Phoenix area home. 9. The air fare expenses referred to in item 3 of the offer letter may be incurred by either Mr. Karalis, his wife, his son or his daughter. (Mr. Karalis' "principal residence" shall be deemed to be in Phoenix for so long as he maintains a residence there.) 10. If Tektronix' health insurance does not provide dependent coverage for Mr. Karalis' son, Tektronix shall reimburse Mr. Karalis the additional premium required to purchase commensurate coverage. 11. Mr. Karalis shall receive the following severance pay if he is terminated by Tektronix other than for cause during the first 24 months of his employment. An immediate lump sum cash payment equal to the sum of: a. An amount equal to his base salary at the date of termination for the entire period remaining of the first 24 months of his employment. b. If the APIP award for the 1993 fiscal year has not been paid as referred to in item 4 of this addendum, then an amount equal to the guaranteed APIP award referred to in item 4. Any amount to be paid under this item with respect to an unpaid award for the 1994 fiscal year shall be at the discretion of Jerome Meyer. c. The issue of compensation for any unvested portion of the 10,000 share stock bonus award as of the date of termination remains open pending review of this general topic by the Board of Directors. In addition, Tektronix shall reimburse Mr. Karalis the lease termination costs for a rented Portland residence or the item 6 selling costs for a purchased residence, whichever the case may actually be. 12. Any failure by Tektronix to provide the compensation benefits, stock bonus award and other consideration set forth in the offer letter; any change in Mr. Karalis' reporting relationship to Mr. Meyer as chief executive officer; change in title; material change in responsibilities; change in location of office from the corporate executive suite in Wilsonville, Oregon; material change in perquisites; or other material change in his employment relationship; may be deemed by Mr. Karalis, at his option, to be a constructive termination by Tektronix other than for cause. 13. Any inconsistency between this addendum and the typed text of the offer letter shall be controlled by this addendum. References to the offer letter include this addendum. 14. Any dispute arising out of this agreement or the employment relationship to which it refers shall be resolved by arbitration under the rules of the American Arbitration Assocation in San Francisco, California. Any arbitral award may be enforced in any court of competent jurisdiction. EX-10.14 6 EX-10 (XIV) - EXECUTIVE COMP. AND BENEFITS AGREEMENT (NEUN) EXHIBIT 10(xiv) EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT Carl W. Neun 3530 Lakeview Lake Oswego, OR 97034 Executive Tektronix, Inc., an Oregon corporation P.O. Box 1000 Wilsonville, OR 97075 Tektronix 1. EMPLOYMENT. By letter dated February 16, 1993 from Tim Thorsteinson, Vice President, Total Quality/Human Resources,("Offer Letter") Tektronix offered and Executive accepted employment with Tektronix on a full-time basis as Vice President and Chief Financial Officer of Tektronix. The Offer Letter, at page 4, provided that Tektronix would give Executive a written three-year contract covering compensation and benefits. WHEREFORE, Tektronix hereby offers and Executive hereby accepts this Executive Compensation and Benefits Agreement. 2. EFFECTIVE DATE. Executive's employment hereunder commenced on March 29, 1993 (the "Effective Date") and shall continue under this Agreement until the third anniversary of the Effective Date, unless terminated earlier as hereinafter provided. 3. POSITION; DUTIES. 3.1 Effective March 31, 1993, the Board of Directors of Tektronix elected Executive Chief Financial Officer and a Vice President of Tektronix, subject to Executive's acceptance of this Agreement and to the customary restrictions relating to the election, tenure, removal and replacement of corporate officers. 3.2 Executive will, during the term of this Agreement, faithfully and diligently perform all such acts and duties, and furnish such services, as the Chairman and Chief Executive Officer or his designee shall reasonably direct. Executive will devote such time, energy, and skill to the business of Tektronix as shall reasonably be required for the performance of his duties. 1 4. SALARY AND BONUS. 4.1 On the Effective Date, Tektronix made a one-time cash payment to Executive of $125,000, less applicable withholding taxes, as a hire-on bonus. 4.2 Tektronix will pay Executive base pay at an annual rate of $350,000 for the 1993 and 1994 fiscal years (respectively "FY300" and "FY94"), provided that Tektronix, in its sole discretion, may increase Executive's base pay for any portion of FY94. Thereafter, Executive's base pay shall be at an annual rate set, from time to time, by Tektronix. 4.3 Tektronix will pay Executive Results Share pay in accordance with Tektronix' Results Sharing Plan. 4.4 Executive will be a participant in Tektronix' Annual Performance Improvement Plan ("APIP") beginning with FY300. Executive acknowledges that he has received his APIP payment for FY300. Executive's APIP participation for FY94 and subsequent fiscal years shall be in accordance with the terms of the applicable APIP plan(s) and the applicable performance targets established thereunder; provided that, for the twelve (12) month period beginning March 29, 1993 and ending March 28, 1994, it is expected that achievement of performance targets for the periods of Executive's FY300 and FY94 APIP participation apportioned to the 12-months ("combined partial APIP periods") will produce total incentive compensation for the combined partial APIP periods of at least 40 percent of base pay earned during the combined partial APIP periods. If the total amount payable to Executive for the combined partial APIP periods is less than 40 percent of base pay, Tektronix shall pay Executive a one-time lump sum payment equal to the difference between the amounts actually paid under the plan(s) for the combined partial APIP periods and 40 percent of base pay earned during the combined partial APIP periods (the "Guarantee Payment"). Notwithstanding the foregoing, if Executive voluntarily terminates employment or is terminated for cause prior to the earlier of July 31, 1993 or the date payment is issued under the FY300 APIP plan, Executive's participation in APIP will terminate and all rights to the award or guaranteed minimum payment attributable to such plan year (or any portion thereof) or subsequent years will cease. If Executive voluntarily terminates, or is terminated by Tektronix without Cause (as defined in Section 6.1 of Executive's Executive Severance Agreement), after March 28, 1994 but before payment is due under the FY94 APIP plan, Executive will remain entitled to payment of any Guarantee Payment, which will be payable at the time payments are made pursuant to the FY94 APIP plan. 2 4.5 Base pay shall be payable bi-weekly in arrears; results share and APIP payments (including any Guarantee Payment) shall be made at the times provided in the respective plans. Base pay, results share, APIP and any other cash payments shall be subject to applicable withholdings. 5. STOCK OPTION GRANT. Executive has received a grant of non-statutory stock options to purchase 150,000 shares of Tektronix common stock under the Tektronix Stock Incentive Plan ("Stock Incentive Plan"), at an option price per share equal to the fair market value of the common shares on the effective date of the grant. The option grant was effective as of the Effective Date and will otherwise be subject to the terms of the Stock Incentive Plan and of a Stock Option Agreement in the form attached hereto as Exhibit A. 6. STOCK BONUS GRANT. Executive has received, effective on the Effective Date, a stock bonus award of 20,000 Tektronix common shares under the Stock Incentive Plan, and otherwise in accordance with, and subject to, the terms of the Stock Incentive Plan and the form of Stock Bonus Agreement, as amended, attached to this Agreement as Exhibit B. The bonus shares shall be forfeited to the Company according to the schedule in the Stock Bonus Agreement, as amended, and possibility of forfeiture shall lapse as specified in the Stock Bonus Agreement, as amended. 7. LONG-TERM INCENTIVE COMPENSATION PROGRAM. Executive has received, effective on the Effective Date, as part of Tektronix' Long-Term Incentive Compensation Program, stock options to purchase 35,000 Tektronix common shares under the Stock Incentive Plan, and otherwise in accordance with, and subject to, the terms of the Stock Incentive Plan and a Stock Option Agreement in the form attached to this Agreement as Exhibit C. Executive also has received, effective on the Effective Date, as part of Tektronix' Long-Term Incentive Compensation Program, a stock bonus award of 11,000 Tektronix common shares under the Stock Incentive Plan, and otherwise in accordance with, and subject to, the terms of the Stock Incentive Plan and the form of Performance Shares Agreement attached to this Agreement as Exhibit D. 3 8. BENEFITS. Executive's accrual rate for Flexible Time Off (FTO) shall begin at 8.3 hours per pay period. Executive shall also be entitled to such additional benefits and perquisites as Tektronix provides its officers generally. 9. CHANGE IN CONTROL. Executive and Tektronix have executed a Change in Control Severance Agreement in the form attached hereto as Exhibit E. 10. EXECUTIVE SEVERANCE AGREEMENT. Executive and Tektronix have executed an Executive Severance Agreement in the form attached hereto as Exhibit F. 11. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT. In addition to those retirement benefits generally available to Tektronix employees, Executive shall be entitled to a supplemental retirement benefit on the terms set forth on Exhibit G attached hereto. 12. EMPLOYMENT AND CONFIDENTIAL INFORMATION. Executive and Tektronix has executed a Tektronix Employment Agreement covering inventions and confidential information in the form attached hereto as Exhibit H. 13. TERMINATION AND SEVERANCE. 13.1 Either party may terminate the employment relationship and this Agreement at any time and for any reason. 13.2 If Executive's employment is terminated by Tektronix other than for cause (as defined in the Executive Severance Agreement) or Change in Control (as defined in the Change in Control Severance Agreement) between March 29, 1993 and March 28, 1996, Executive may elect to receive as severance benefits either: (a) severance benefits payable to Executive under Executive's Executive Severance Agreement, subject to the terms and conditions set forth in that Agreement; or (b) the base pay that would have been paid to Executive during the remainder of the term of this Agreement calculated at Executive's rate of base pay immediately prior to the date of termination. 4 Notwithstanding the foregoing, if Executive elects severance benefits under subparagraph 13.2(b), Executive's entitlement to stock grants or options pursuant to paragraphs 5-7 of this Agreement shall be as stated in the Stock Incentive Plan and Exhibits A-D to this Agreement. 13.3 If Executive's employment is terminated as a result of a Change in Control (as defined in the Change in Control Severance Agreement), Executive will receive only those severance benefits payable under Executive's Change in Control Severance Agreement and shall not be eligible for additional compensation or severance benefits under this Agreement. Notwithstanding the foregoing, Executive's entitlement to stock grants or options pursuant to paragraphs 5-7 of this Agreement shall be as stated in the Stock Incentive Plan and Exhibits A-D to this Agreement. 13.4 If Executive's employment is terminated by Tektronix for cause (as defined in the Executive Severance Agreement) or if Executive terminates his employment for any reason, he shall be entitled to compensation and benefits under this Agreement only to the extent actually earned or vested (as recorded in Tektronix' records) as of the date of termination and shall not be entitled to any severance benefits under this Agreement. 14. GENERAL PROVISIONS. 14.1 The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions hereof, or the waiver of any breach of any of the terms and conditions hereof, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such waiver or forbearance had occurred. 14.2 Any modification of this Agreement shall be effective only if in writing and signed by each party or its duly authorized representative. 14.3 If for any reason any provision of this Agreement shall be held invalid in whole or in part, such invalidity shall not affect the remainder of this Agreement. 14.4 This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in Portland, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration Association or such comparable rules as may be agreed upon by 5 the parties, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. 14.5 This Agreement may be executed in two counterparts by the parties hereto, whereupon it will become their binding agreement. 14.6 The following documents are included as part of this Agreement: Exhibit A - Stock Option Agreement Exhibit B - Stock Bonus Agreement Exhibit C - Stock Option Agreement Exhibit D - Performance Shares Agreement Exhibit E - Change in Control Severance Agreement Exhibit F - Executive Severance Agreement Exhibit G - Tektronix Employment Agreement Exhibit H - Schedule 14.7 This document, including the Exhibits listed in Section 14.6 above, supersedes and replaces the Offer Letter and contains the entire agreement between the parties with respect to any subjects addressed in both documents. In the event of conflict or discrepancy between the terms and conditions described in the Offer Letter and the terms and conditions stated herein, the provision(s) of this Agreement shall control. 14.8 This Agreement is subject to, and conditioned upon, ratification of its terms by the Organization and Compensation Committee of the Board of Directors of Tektronix. TEKTRONIX, INC. By /s/ J.J. Meyer /s/ Carl W. Neun Jerome J. Meyer Carl W. Neun Chief Executive Officer 3-16-94 3/16/94 ------------- -------------- Date Signed Date Signed 6 Ratified by ORGANIZATION AND COMPENSATION COMMITTEE By: /s/ A.V. SMITH Name: A.V. Smith Title: Chm. Comp. Committee 3/16/94 - - --------------- Date Signed 7 EX-10.14 7 EX-10 (XIV) - CHANGE IN CONTROL SEVERANCE AGREEMENT EXHIBIT E to EXHIBIT 10(xiv) September 10, 1993 Mr. Carl W. Neun 3530 Lakeview Blvd Lake Oswego, OR 97035 Dear Mr. Neun: Tektronix, Inc., an Oregon corporation (the "Company"), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their assigned duties without distraction in circumstances arising from the possibility of a change in control of the Company. In order to induce you to accept employment with the Company and to remain in the employ of the Company, this letter agreement, which has been approved by the Board, sets forth the severance benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated subsequent to a "change in control" of the Company under the circumstances described below. 1. Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof. (ii) In the event of a tender offer or exchange offer by a Person (as hereinafter defined) for more than 25 percent of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors ("Voting Securities"), including shares of Common Stock of the Company 1 (the "Company Shares"), you agree that you will not leave the employ of the Company (other than as a result of Disability or upon Retirement, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until such tender offer or exchange offer has been abandoned or terminated or a change in control of the Company, as defined in Section 3 hereof, has occurred. For purposes of this Agreement, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person," as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than the Company or any employee benefit plan(s) sponsored by the Company. 2. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until December 31, 1993; provided, however, that commencing on January 1, 1994 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless at least 90 days prior to such January 1 date, the Company or you shall have given notice that this Agreement shall not be extended; and provided, further, that this Agreement shall continue in effect for a period of twenty-four (24) months beyond the term provided herein if a change in control of the Company, as defined in Section 3 hereof, shall have occurred during such term. Notwithstanding anything in this Section 2 to the contrary, this Agreement shall terminate if you or the Company terminate your employment prior to a change in control of the Company as defined in Section 3 hereof. In addition, the Company may terminate this Agreement during your employment if, prior to a change in control of the Company as defined in Section 3 hereof, you cease to hold your current position with the Company, except by reason of a promotion. 3. Change in Control. For purposes of this Agreement, a "change in control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as (a) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 25 percent or more of the combined voting power of the Company's Voting Securities or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (b), considered as though such person were a member of the Incumbent Board. Notwithstanding anything in the foregoing to the 2 contrary, no change in control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring, directly or indirectly, 25 percent or more of the combined voting power of the Company's Voting Securities. 4. Termination Following Change in Control. If any of the events described in Section 3 hereof constituting a change in control of the Company shall have occurred, you shall be entitled to the benefits provided in paragraph (iii) of Section 5 hereof upon the termination of your employment within twenty-four (24) months after such event, unless such termination is (a) because of your death or Retirement, (b) by the Company for Cause or Disability or (c) by you other than for Good Reason (as all such capitalized terms are hereinafter defined). (i) Disability. Termination by the Company of your employment based on "Disability" shall mean termination because of your absence from your duties with the Company on a full-time basis for one hundred eighty (180) consecutive days as a result of your incapacity due to physical or mental illness, unless within thirty (30) days after Notice of Termination (as hereinafter defined) is given to you following such absence you shall have returned to the full-time performance of your duties. (ii) Retirement. Termination by you or by the Company of your employment based on "Retirement" shall mean termination on your normal retirement date as set forth in the Company's Pension Plan (or any successor or substitute plan or plans of the Company put into effect prior to a change in control). (iii) Cause. Termination by the Company of your employment for "Cause" shall mean termination upon (a) the willful and continued failure by you to perform substantially your reasonably assigned duties with the Company consistent with those duties assigned to you prior to the change in control (other than any such failure resulting from your incapacity due to physical or mental illness) after a demand for substantial performance is delivered to you by the Chairman of the Board or President of the Company which specifically identifies the manner in which such executive believes that you have not substantially performed your duties, or (b) the willful engaging by you in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this paragraph (iii), no act, or failure to act, on your part shall be considered "willful" unless done, or omitted to be done, by you in knowing bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the corporation. 3 Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (iii) and specifying the particulars thereof in detail. (iv) Good Reason. Termination by you of your employment for "Good Reason" shall mean termination based on: (A) a change in your status, title, position(s) or responsibilities as an officer of the Company which, in your reasonable judgment, does not represent a promotion from your status, title, position(s) and responsibilities as in effect immediately prior to the change in control, or the assignment to you of any duties or responsibilities which, in your reasonable judgment, are inconsistent with such status, title or position(s), or any removal of you from or any failure to reappoint or reelect you to such position(s), except in connection with the termination of your employment for Cause, Disability or Retirement or as a result of your death or by you other than for Good Reason; (B) a reduction by the Company in your base salary as in effect immediately prior to the change in control; (C) the failure by the Company to continue in effect any Plan (as hereinafter defined) in which you are participating at the time of the change in control of the Company (or Plans providing you with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the change in control, or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any of such Plans on at least as favorable a basis to you as is the case on the date of the change in control or which would materially reduce your benefits in the future under any of such Plans or deprive you of any material benefit enjoyed by you at the time of the change in control; (D) the failure by the Company to provide and credit you with the number of paid vacation days to which you are then entitled in accordance with the Company's normal vacation policy as in effect immediately prior to the change in control; 4 (E) the Company's requiring you to be based anywhere other than where your office is located immediately prior to the change in control except for required travel on the Company's business to an extent substantially consistent with the business travel obligations which you undertook on behalf of the Company prior to the change in control; (F) the failure by the Company to obtain from any Successor (as hereinafter defined) the assent to this Agreement contemplated by Section 6 hereof; or (G) any purported termination by the Company of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (v) below (and, if applicable, paragraph (iii) above); and for purposes of this Agreement, no such purported termination shall be effective. For purposes of this Agreement, "Plan" shall mean any compensation plan such as an incentive, stock option or restricted stock plan or any employee benefit plan such as a thrift, pension, profit sharing, medical, disability, accident, life insurance plan or a relocation plan or policy or any other plan, program or policy of the Company intended to benefit employees. (v) Notice of Termination. Any purported termination by the Company or by you following a change in control shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. (vi) Date of Termination. "Date of Termination" following a change in control shall mean (a) if your employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the performance of your duties on a full-time basis during such thirty (30) day period), (b) if your employment is to be terminated by the Company for Cause, the date on which a Notice of Termination is given, and (c) if your employment is to be terminated by you or by the Company for any other reason, the date specified in the Notice of Termination, which shall be a date no earlier than ninety (90) days after the date on which a Notice of Termination is given, unless an earlier date has been agreed to by the party receiving the Notice of Termination either in advance of, or after, receiving such Notice of Ter- mination. Notwithstanding anything in the foregoing to the contrary, if the party receiving the Notice of Termination has not previously agreed to the termination, then within 5 thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination may notify the other party that a dispute exists concerning the termination, in which event the Date of Termination shall be the date set either by mutual written agreement of the parties or by the arbitrators in a proceeding as provided in Section 13 hereof. 5. Compensation Upon Termination or During Disability. (i) During any period following a change in control that you fail to perform your duties as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect and any benefits or awards under any Plans shall continue to accrue during such period, to the extent not inconsistent with such Plans, until your employment is terminated pursuant to and in accord- ance with paragraphs 4(i) and 4(vi) hereof. Thereafter, your benefits shall be determined in accordance with the Plans then in effect. (ii) If your employment shall be terminated for Cause following a change in control of the Company, the Company shall pay you your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both the cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you. Thereupon the Company shall have no further obligations to you under this Agreement. (iii) If, within twenty-four (24) months after a change in control of the Company shall have occurred, as defined in Section 3 above, your employment by the Company shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change of control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit (the "Severance Benefit") consisting of the Specified Benefits (as defined below in this Section 5(iii)) unless you would receive a greater after-tax benefit from the Capped Benefit (as defined in the next sentence), in which case the Severance Benefit shall be the Capped Benefit. The Capped Benefit is the Specified Benefits, reduced by the amount necessary to prevent any portion of the Specified Benefits from being "parachute payments" as defined in section 280G(b)(2) of the Internal Revenue Code of 1986, as amended ("IRC"), or any successor provision. For purposes of determining whether you would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account all payments and benefits you will receive upon a change in control of the Company, including accelerated vesting of options, stock bonuses and other awards under the Company's stock option and stock incentive plans (collectively, excluding the Severance Benefit, the "Change of Control 6 Payments"). To determine whether your after-tax benefit from the Capped Benefit would be greater than your after-tax benefit from the Specified Benefits, there shall be subtracted from the sum of the before-tax Severance Benefit and the Change of Control Payments (including the monetary value of any non-cash benefits) any excise tax that would be imposed under IRC Section 4999 and all federal, state and local taxes required to be paid by you in respect of the receipt of such payments, assuming that such payments would be taxed at the highest marginal rate applicable to individuals in the year in which the Severance Benefit is to be paid or such lower rate as you advise the Company in writing is applicable to you. The Specified Benefits are as follows: (A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you (including amounts which previously had been deferred at your request); (B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a single payment an amount in cash equal to three times your annual base salary at the rate in effect just prior to the time a Notice of Termination is given; (C) the Company shall maintain in full force and effect, for the continued benefit of you and your dependents for a period terminating on the earliest of (a) two years after the Date of Termination or (b) the commencement date of equivalent benefits from a new employer all life, accidental death, medical and dental insurance plans or programs in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such Plans and you continue to pay an amount equal to your regular contribution for such participation, if any. If, at the end of two years after the Termination Date you have not previously received or are not then receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable you to convert you and your dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions. In the event that your participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of you and your dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which you otherwise would have been entitled to receive under such Plans pursuant to this paragraph (C) or, if such insurance is not avail- 7 able at a reasonable cost to the Company, the Company shall otherwise provide you and your dependents equivalent benefits (on an after-tax basis). You shall not be required to pay any premiums or other charges in an amount greater than that which you would have paid in order to participate in such Plans. (D) the Company shall pay you for any vacation time earned but not taken at the Date of Termination, at an hourly rate equal to your annual base salary as in effect immediately prior to the time a Notice of Termination is given divided by 2080; (E) you shall be entitled to purchase from the Company at the Company's cost less accumulated depreciation any Company-owned automobile which had been designated for your use prior to the time a Notice of Termination is given; (F) the Company shall reimburse you for costs you incur at any time during the first twelve (12) months following the Date of Termination in a single move anywhere in the continental United States; moving to include packing, shipping, insurance (valuation not to exceed $150,000) and temporary storage (not to exceed six months) for up to 20,000 pounds of household goods; (G) the Company shall purchase your residence (which shall mean a dwelling owned by you in which you resided at the time a Notice of Termination is given) or shall assist you in the sale of your residence as follows: (i) The Company will purchase your residence subject to the terms hereof. Within ninety (90) days following the Date of Termination you may request determination of a purchase price of your residence by written notice to the Company. You and the Company shall each select a qualified and recognized appraiser with appropriate professional designation within ten (10) days of receipt of the notice by the Company. If the higher of the two appraisals rendered by the designated appraisers does not exceed 105 percent of the lower of the two appraisals, the purchase price of the residence shall equal the average of the two appraisals. If the higher appraisal exceeds 105 percent of the lower appraisal, a third appraiser shall be selected jointly by you and the Company, and the purchase price of the residence shall equal the average of the two closest 8 appraisals. The Company shall give you written notice of the purchase price upon its determination, and shall immediately purchase your residence at the determined purchase price if you submit a written request for purchase to the Company within the sixty (60) day period following the date of receipt of notice of the purchase price. If you do not submit a written request for purchase within the 60-day period, the Company's obligation to purchase your residence will expire. (ii) Upon receiving notice of the purchase price determined under (i) above, you may attempt to sell your residence yourself. (iii) If you sell your residence to the Company or sell it yourself within the 60-day period following the date on which notice is received, the Company will reimburse you for costs you incurred incident to the sale, including: reimbursement of actual brokerage fees up to a maximum of seven percent of the selling price; mortgage prepayment penalty fees, if any; state and county transfer taxes normally paid by the seller; owners' title insurance charges normally paid by the seller; and revenue stamp and appraisal fees, if any. Evidence of these expenses must be submitted to the Company for approval and supported by copies of all closing papers. The income tax consequences of such reimbursements will be your responsibility. The Company shall have no obligation to reimburse you for costs incident to sale of your residence if you have entered into an exclusive listing commitment with respect to sale of the residence and the commitment extends beyond the 60-day period following the date you receive notice of the purchase price unless approval of the Company for such longer commitment period has been obtained. (iv) If you decide to rent or lease your residence the Company shall not be obligated to purchase it nor to reimburse you for costs incident to any subsequent sale. (iv) Except as specifically provided above, the amount of any payment provided for in this Section 5 shall not reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or 9 otherwise. Your entitlements under subparagraph (5)(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan. 6. Successors; Binding Agreement. (i) Upon your written request, the Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assent to the fulfillment by the Company of its obligations under this Agreement. Failure of the Company to obtain such assent prior to or at the time a Person becomes a Successor shall constitute Good Reason for termination by you of your employment and, if a change in control of the Company has occurred, shall entitle you immedi- ately to the benefits provided in paragraph (iii) of Section 5 hereof upon delivery by you of a Notice of Termination which the Company, by executing this Agreement, hereby assents to. For purposes of this Agreement, "Successor" shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company's business directly, by merger or consolidation, or indirectly, by purchase of the Company's Voting Securities or otherwise. (ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate. 7. Employee's Commitment. You agree that subsequent to your period of employment with the Company, you will not at any time communicate or disclose to any unauthorized person, without the written consent of the Company, any proprietary processes of the Company or any subsidiary or other confidential information concerning their business, affairs, products, suppliers or customers which, if disclosed, would have a material adverse effect upon the business or operations of the Company and its subsidiaries, taken as a whole; it being understood, however, that the obligations of this Section 7 shall not apply to the extent that the aforesaid matters (a) are disclosed in circumstances where you are legally required to do so or (b) become generally known to and available for use by the public otherwise than by your wrongful act or omission. 8. Fees and Expenses. The Company shall pay all legal fees and related expenses incurred by you as a result of (i) your termination following a change in control of the Company (including all such fees and expenses, if any, incurred in 10 contesting or disputing any such termination) or (ii) your seeking to obtain or enforce any right or benefit provided by this Agreement. 9. Survival. The respective obligations of, and benefits afforded to, the Company and you as provided in Sections 5, 6(ii), 7, 8 and 13 of this Agreement shall survive termination of this Agreement. 10. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed, in the case of the Company, to the address set forth on the first page of this Agreement or, in the case of the undersigned employee, to the address set forth below his signature, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or President of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon. 12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 13. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portland, Oregon by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or 11 in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 13. 14. Related Agreements. To the extent that any provision of any other agreement between the Company or any of its subsidiaries and you shall limit, qualify or be inconsistent with any provision of this Agreement, then for purposes of this Agreement, while the same shall remain in force, the provision of this Agreement shall control and such provision of such other agreement shall be deemed to have been superseded, and to be of no force or effect, as if such other agreement had been formally amended to the extent necessary to accomplish such purpose. 15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Agreed to this 10th day Sincerely, of September, 1993 Tektronix, Inc. /s/ Carl W. Neun By: /s/ J.J. Meyer - - -------------------- ------------------------- Carl W. Neun Jerome J. Meyer Chairman and Chief Executive Officer 12 EX-10.14 8 EX-10 (XIV) - EXECUTIVE SEVERANCE AGREEMENT EXHIBIT F TO EXHIBIT-10(xiv) EXECUTIVE SEVERANCE AGREEMENT September 22, 1993 Carl W. Neun 350 Lakeview Boulevard Lake Oswego, OR 97034 EXECUTIVE TEKTRONIX, INC., an Oregon corporation P.O. Box 1000 Wilsonville, Oregon TEKTRONIX Tektronix considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Tektronix and its shareholders. In order to induce Executive to remain employed by Tektronix in the face of uncertainties about the long-term strategies of Tektronix and their potential impact on the scope and nature of Executive's position with Tektronix, this Agreement, which has been approved by the Organization and Compensation Committee of the Board of Directors of Tektronix, sets forth the severance benefits that Tektronix will provide to Executive in the event Executive's employment by Tektronix is terminated under the circumstances described in this Agreement. 1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by Tektronix as Vice President and Chief Financial Officer. Executive and Tektronix acknowledge that either party may terminate this employment relationship at any time and for any reason, subject to the obligation of Tektronix to provide the benefits specified in this Agreement in accordance with the terms hereof. 2. RELEASE OF CLAIMS. In consideration for the severance benefits outlined in this Agreement, Executive agrees to execute a Release of Claims in the form attached as Exhibit A ("Release of Claims"). Executive promises to execute and deliver the Release of Claims to Tektronix within the later of forty-five (45) days from the date Executive receives the Release of Claims or on the last day of Executive's active employment. 3. COMPENSATION UPON TERMINATION. In the event that Executive's employment is terminated at any time by Tektronix other than for Cause (as defined in Section 6.1 of this Agreement), death, or Disability (as defined in Section 6.2 of this Agreement), subject to Executive's execution of a Release of Claims, Executive shall be entitled to the following benefits: 1 3.1 As severance pay and in lieu of any further pay for periods subsequent to the date of termination, Tektronix shall pay Executive, in a single payment within the later of forty-five (45) days after termination of employment or eight days after execution of the Release of Claims, an amount in cash equal to Executive's annual base pay at the rate in effect immediately prior to the date of termination, or, if greater, an amount in cash equal to Executive's average annual base pay for the three years ending with Executive's last pay change preceding termination. 3.2 Executive is entitled to extend coverage under any group health plan in which Executive and Executive's dependents are enrolled at the time of termination of employment under the COBRA continuation laws for the 18-month statutory period, or so long as Executive remains eligible under COBRA. Tektronix will pay Executive a lump sum payment in an amount equivalent to the reasonably estimated cost Executive may incur to extend for a period of eighteen (18) months under the COBRA continuation laws Executive's group health and dental plan coverage in effect at the time of termination. Executive may use this payment, as well as any payment made under 3.1, for such COBRA continuation coverage or for any other purpose. 3.3 Except as provided in Section 5.2, Executive shall be entitled to a portion of the benefits under any incentive plans in effect at the time of termination (including the Results Sharing Plan and the Annual Performance Improvement Plan), prorated for the portion of the plan year during which Executive was a participant. For purposes of this Agreement, Executive's participation in the Annual Performance Improvement Plan will be considered to have ended on Executive's last day of active employment. Prorated awards shall not be due and payable by Tektronix to Executive until the date that all awards are paid after the close of the incentive period. Unless the applicable plan provides for a greater payment for a participant whose employment terminates prior to the end of an incentive period (in which case the applicable plan payment shall be made), the proration shall be calculated pursuant to this Section 3.3. The payment, if any, that would have been made under Executive's award had Executive been made a participant for the full incentive period shall be calculated at the end of the incentive period. Such amount shall be divided by the total number of days in the incentive period and the result multiplied by the actual number of days Executive participated in the plan. 2 3.4 Tektronix will pay up to $12,500 to a third party outplacement firm selected by Executive to provide career counseling assistance to Executive for a period of one (1) year following Executive's termination date. 3.5 Tektronix will permit Executive to continue to participate in its Executive Financial Counseling Program through the remainder of the term of Executive's current participation (which shall in no case be longer than one (1) year after the effective date of Executive's termination). 4. SUBSEQUENT EMPLOYMENT. The amount of any payment provided for in this Agreement shall not be reduced, offset or subject to recovery by Tektronix by reason of any compensation earned by Executive as the result of employment by another employer after termination. 5. OTHER AGREEMENTS. 5.1 In the event that severance benefits are payable to Executive under any other agreement with Tektronix in effect at the time of termination (including but not limited to any change of control, "golden parachute" or employment agreement, but excluding for this purpose any stock option agreement or stock bonus agreement or stock appreciation right agreement that may provide for accelerated vesting or related benefits upon the occurrence of a change in control), the benefits provided in this Agreement shall not be payable to Executive. Executive may, however, elect to receive all of the benefits provided for in this Agreement in lieu of all of the benefits provided in all such other agreements. Any such election shall be made with respect to the agreements as a whole, and Executive cannot select some benefits from one agreement and other benefits from this Agreement. 5.2 The vesting or accrual of stock options, restricted stock, stock bonuses, or any other stock awards shall not continue following termination. Any agreements between Executive and Tektronix that relate to stock awards (including but not limited to stock options, long term incentive program, stock bonuses and restricted stock) shall be governed by such agreements and shall not be affected by this Agreement. 6. DEFINITIONS. 6.1 CAUSE. Termination by Tektronix of Executive's employment for " Cause" shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with Tektronix (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for 3 substantial performance is delivered to Executive by the Chairman of the Board of Directors or the President of Tektronix which specifically identifies the manner in which such executive believes that Executive has not substantially performed Executive's duties, or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to Tektronix. For purposes of this Section 6.1, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive in knowing bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of Tektronix. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for Tektronix shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Tektronix. 6.2 DISABILITY. Termination by Tektronix of Executive's employment based on "Disability" shall mean termination because of Executive's absence from Executive's duties with Tektronix on a full-time basis for one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, unless within thirty (30) days after notice of termination by Tektronix following such absence Executive shall have returned to the full-time performance of Executive's duties. 7. SUCCESSORS; BINDING AGREEMENT. 7.1 This Agreement shall be binding on and inure to the benefit of Tektronix and its successors and assigns. 7.2 This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representatives, executors, administrators and heirs. 8. RESIGNATION OF CORPORATE OFFICES. Executive will resign Executive's office, if any, as a director, officer or trustee of Tektronix, its subsidiaries or affiliates, effective as of the date of termination of employment. Executive agrees to provide Tektronix such written resignation(s) upon request. 9. GOVERNING LAW, ARBITRATION. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in Portland, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration 4 Association, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction thereof. 10. FEES AND EXPENSES. In the event that Executive initiates arbitration under the circumstances described in this Agreement to obtain or enforce any right or benefit provided by this Agreement and the arbitrator determines that Executive is the prevailing party, Executive shall be permitted to recover Executive's reasonable attorneys' fees and costs incurred in connection with such proceeding. In the event that the arbitrator determines that Tektronix is the prevailing party, each party shall bear its own attorneys' fees and costs incurred in connection with such proceeding. 11. AMENDMENT. No provision of this Agreement may be modified unless such modification is agreed to in a writing signed by Executive and Tektronix. TEKTRONIX, INC. By: /s/ J. J. Meyer /s/ Carl W. Neun ______________________ _________________ Carl W. Neun Title: Chairman & CEO 5 Exhibit A RELEASE OF CLAIMS This Release of Claims (the "Release") is made and executed by _______________- ________________ in connection with the termination of my employment with Tektronix, Inc. ("Tektronix") and in consideration of my receiving valuable severance pay and benefits as provided for in the Executive Severance Agreement ("Agreement"). These benefits are substantial consideration to which I am not otherwise entitled. On behalf of myself and my spouse, heirs, administrators and assigns, I hereby release Tektronix, its parent and related corporations, affiliates, or joint venturers and all officers, directors, employees, agents, and insurers of the aforementioned (collectively the "Company") from any and all liability, damages or causes of action, whether known or unknown relating to my employment with the Company or the termination of that employment, including but not limited to any claims for additional compensation in any form, or damages. This specifically includes, but is not limited to, all claims for relief or remedy under any state or federal laws, including but not limited to Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USC Sections 1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Vietnam Era Veterans' Readjustment Assistance Act, the Fair Labor Standards Act, Executive Order 11246, all as amended, and the civil rights, employment and labor laws of the state of any state or the United States. This Release shall not affect any rights which I may have under any medical insurance, disability, workers' compensation, unemployment compensation or retirement plans maintained by the Company. I acknowledge that I have been given at least 45 days to consider whether to execute this Release of Claims and accept benefits under the Program; that I have been advised of my right to consult with an attorney or financial advisor of my choice and at my own expense; that the Agreement gives me severance pay and benefits which the Company would otherwise have no obligation to give me; and that I voluntarily enter into the Release of Claims. I understand that the Release of Claims is to be signed within 45 days from the date I received it or on my last day of employment, whichever is later, and that I may revoke the Release of Claims, provided I do so in writing within seven (7) days of signing the Release. I understand and agree that the Company will have no obligation to pay me any benefits under the Agreement until the expiration of the revocation 6 period, provided I have not revoked the Release of Claims. I understand that if I revoke the Release of Claims my termination will nonetheless remain in full force and effect and I will not be entitled to any benefits under the Agreement. I acknowledge that I have had time to consider the alternatives and consequences of my election to receive benefits under the Agreement and of signing the Release; that I am aware of my right to consult an attorney or financial advisor at my own expense; and that, in consideration for executing this Release and my election to receive benefits under the Agreement, I have received additional benefits and compensation of value to which I would not otherwise be entitled. I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME. Every provision of this Release is intended to be severable. In the event any term or provision contained in this Release is determined to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other terms and provisions of this Release which shall continue in full force and effect. Dated: __________________, 1993 ____________________________ Employee Name ____________________________ Employee Signature 7 EX-10.14 9 EX-10 (XIV) - SCHEDULE EXHIBIT G TO EXHIBIT 10(xiv) SERP Agreement for Mr. Neun Mr. Neun's employment offer letter provides him with a Supplemental Executive Retirement Plan (SERP) that when combined with his benefits from the Tektronix Pension Plan provides retirement income equal to 55% of Final Average Pay at age 62. The SERP defines Final Average Pay (FAP) as the annual average of the five consecutive years preceding retirement or termination. Annual compensation is defined as Base Pay, Results Sharing and Annual Incentive Compensation (to include any amounts deferred). The following table represents the percentage of the SERP plus Pension Plan benefit: SERP Plus Pension Age Years of Service Plan Percent ___ ________________ ___________________ 50 1 Unvested 51 2 Unvested 52 3 Unvested 53 4 Unvested 54 5 Unvested 55 6 35.00% 56 7 37.86% 57 8 40.71% 58 9 43.57% 59 10 46.43% 60 11 49.29% 61 12 52.14% 62 and after 13 55.00% The SERP Percent is the combined SERP and Pension Plan benefit that Mr. Neun will have vested at the beginning of the Service Year. In the event that Mr. Neun is vested and retires or terminates from Tektronix, including at any time prior to age 62, he may begin receiving at any time, upon reasonable notice to Tektronix, the retirement benefits from the SERP and the Tektronix Pension Plan in the aggregate benefit amount shown above as vested on the effective date of his retirement or termination from Tektronix. EX-10.14 10 EX-10 (XIV) - TEKTRONIX EMPLOYMENT AGREEMENT EXHIBIT H TO EXHIBIT 10(xiv) ______________________________ TEKTRONIX EMPLOYMENT AGREEMENT ______________________________ I understand and agree to the following during my employment with Tektronix, Inc. (together with its subsidiaries referred to herein as "Tektronix") and after its termination: (1) I will not make any unauthorized use or disclosure of any confidential information about Tektronix, its products, customers or suppliers. (2) I will promptly disclose to Tektronix any inventions, software or mask works which I, whether by myself or with others, may develop during my employment and for six months after termination from Tektronix that relate to Tektronix activities or that result from work performed for Tektronix or from the use of Tektronix equipment, supplies, facilities or confidential information. (3) I agree to assign, and hereby do assign, to Tektronix any inventions, software or mask works covered by paragraph 2 above, and I will give all assistance requested by Tektronix at any time to obtain or protect its interests in patents, software, mask works or inventions upon which I have worked in connection with my employment. (4) I will not directly or indirectly ship, transmit, or release in any manner outside the United States or to a non-U.S. national at any time during or after my employment by Tektronix any confidential information, including technical data acquired or developed during my employment or the direct product of such technical data without both the prior authorization of Tektronix and any required U.S. government license, authorization or approval. (5) I understand that my employment is for an indefinite period of time and may be terminated at any time and for any reason (with or without cause) by either me or Tektronix. This agreement replaces any prior "Employment Agreement" I have signed with Tektronix. It is to be interpreted in accordance with any limitations on assignment of inventions by applicable laws in the states in which it is to be enforced. This agreement may not otherwise be modified except by written agreement signed by an officer of Tektronix, Inc. ___________________________________ Signed: /s/ Carl W. Neun Print or Type Name: Carl W. Neun Social Security Number: ###-##-#### Date: 3/30/93 ___________________________________ 000-9208-00 Revised 1/15/91 EX-10.16 11 EX-10 (XVI) - NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN EXHIBIT 10(xvi) TEKTRONIX NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN March 17, 1994 TEKTRONIX, INC. AN OREGON CORPORATION PO BOX 1000 WILSONVILLE, OREGON 97070 TEKTRONIX TABLE OF CONTENTS PAGE 1. Plan Administration 1 2. Deferral Election 1 3. Deferred Compensation Account 2 4. Time and Manner of Payment 3 5. Death 4 6. Termination; Amendment 4 7. Claims Procedure 5 8. General Provisions 5 9. Effective Date 6 i TEKTRONIX NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN March 17, 1994 Tektronix, Inc. an Oregon corporation PO Box 1000 Wilsonville, Oregon 97070 Tektronix Members of the Tektronix Board of Directors who are not employees of Tektronix or an affiliate (Non-Employee Directors) are paid annual retainers and meeting fees, in cash, for service as directors of the company (Directors' Fees). In order to provide greater incentives for qualified persons to serve as Non-Employee Directors, Tektronix adopts this plan to allow the Non-Employee Director to elect from time to time to defer receipt of Directors' Fees. 1. PLAN ADMINISTRATION The Chief Executive Officer of Tektronix or delegate shall appoint one or more employees of Tektronix as Administrator of the plan. The Administrator shall interpret and administer the plan and for that purpose may make, amend or revoke rules and regulations at any time. 2. DEFERRAL ELECTION 2.1 A Non-Employee Director may elect as provided below to defer all or a specified part of the Directors' Fees payable to the Director. An election shall be in writing on a form provided by the Administrator and shall specify the time and manner of payment of the deferred amounts in accordance with other provisions of this plan. 2.2 An election under 2.1 shall be effective as follows: (a) Except as provided in (b) and 2.3, an election received by the Administrator on or before December 20 of any year shall be effective for fees payable for succeeding calendar years. (b) An initial election shall be effective for all fees payable after it is received if that occurs within 30 days after notice to a Director of whichever of the following is applicable: (1) Adoption of this plan. (2) Commencement of the Director's eligibility to participate in this plan. 2.3 An election shall continue in effect through the year in which the Director terminates it in writing or changes the amount deferred by submitting a new election. Such a notice or new election received on or before December 20 of any year shall be effective for succeeding calendar years and shall not affect fees deferred under the prior election. 2.4 Tektronix may withhold from any deferral or from nondeferred fees payable at the same time any amounts required by applicable law and regulations. 3. DEFERRED COMPENSATION ACCOUNT 3.1 Tektronix shall credit to a Director's deferred compensation account (the Account) each amount deferred by the Director under this plan. The Account shall be credited as of the day a deferred fee would otherwise have been paid to the Director. 3.2 Until full payment of a Director's Account has been made to the Director or beneficiaries under this plan, Tektronix shall credit interest to the Account as follows: (a) The interest rate for each calendar quarter shall be the yield to maturity of the most recent 10 year U.S. Treasury Notes as of the close of the quarter. (b) Interest on undistributed balances shall accrue from the date deferrals are credited under 3.1 until the last installment is paid. (c) Interest shall be added to principal during the deferral period as of the last day of each calendar quarter. Installment payments shall be calculated by dividing the adjusted principal by the number of installments to be paid. 2 Interest during the payment period shall be added to the second and subsequent installments of principal. 3.3 Each Director's account shall be maintained on the books of Tektronix until full payment has been made to the Director or beneficiaries under this plan. No funds shall be set aside or earmarked for the Account, which shall be purely a bookkeeping device. 4. TIME AND MANNER OF PAYMENT 4.1 Subject to 4.5 and 5.1 the Account shall be paid or payment commenced in the next January after one of the following Payment Dates as selected under 4.3: (a) The date the Director's service on the Tektronix Board ends. (b) The date the Director reaches age 65 or a later age specified by the Director in the selection under 4.3. (c) The date that the criteria in both (a) and (b) have been met. 4.2 Subject to 4.5 and 5.1 the Account shall be paid in one of the following ways as selected under 4.3: (a) In a single lump sum. (b) In not more than five substantially equal annual installments of principal plus interest. 4.3 The time and manner of payment under 4.1 and 4.2 shall be selected by the Director as follows: (a) The selection shall be made in the deferral election. (b) The selection shall be irrevocable for the portion of the Account attributable to amounts deferred under the election in which the selection is made. 3 (c) If the time or method of payment is different under different elections, the Account shall be appropriately divided for distribution. 4.4 Tektronix may withhold from any payments any income tax or other amounts as required by law. 4.5 If a Director has elected to defer payment of an amount, the Administrator may in its discretion make or commence payments earlier than the deferred date if, on application by the Director, the Administrator finds that financial hardship exists because of illness, accident, disability or other unexpected event creating a financial need. 5. DEATH 5.1 A Director's account shall be payable under 5.2 on the Director's death regardless of the provisions of 4 above. 5.2 On death of a Director the Account shall be paid in a single lump sum within 30 days after death in the following order of priority: (a) To the surviving beneficiaries designated by the Director in writing to the Administrator. (b) To the Director's surviving spouse. (c) To the Director's estate. 6. TERMINATION; AMENDMENT 6.1 Tektronix may terminate this plan effective the first day of any year after notice to the Non-Employee Directors. On termination, amounts in an Account shall remain to the credit of the Account, shall continue to be credited with interest and shall be paid out in accordance with 3 and 4 above. 6.2 Tektronix may amend this plan effective the first day of any calendar year after notice to the Non-Employee Directors. 6.3 If the Internal Revenue Service rules that any amounts deferred under this plan will be subject to current income tax, all amounts to which the ruling is applicable shall be paid within 30 days to the Directors with Accounts. 4 7. CLAIMS PROCEDURE 7.1 Any person claiming a benefit, requesting an interpretation or ruling under the plan, or requesting information under the plan shall present the request in writing to the Administrator, who shall respond in writing as soon as practicable. 7.2 If the claim or request is denied, the written notice of denial shall state the following: (a) The reasons for denial, with specific reference to the plan provisions on which the denial is based. (b) A description of any additional material or information required and an explanation of why it is necessary. (c) An explanation of the plan's review procedure. 7.3 The initial notice of denial shall normally be given within 90 days after receipt of the claim. If special circumstances require an extension of time, the claimant shall be so notified and the time limited shall be 180 days. 7.4 Any person whose claim or request is denied or who has not received a response within 30 days may request review by notice in writing to the Administrator. The original decision shall be reviewed by the Administrator which may, but shall not be required to, grant the claimant a hearing. On review, whether or not there is a hearing, the claimant may have representation, examine pertinent documents and submit issues and comments in writing. 7.5 The decision on review shall ordinarily be made within 60 days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be so notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant plan provisions. All decisions on review shall be final and bind all parties concerned. 8. GENERAL PROVISIONS 8.1 All amounts of deferred compensation under this plan shall remain at all times the unrestricted assets of Tektronix and the promise to pay the deferred amounts shall at all times remain unfunded as to the Directors. The rights of Directors and beneficiaries under the plan shall only be as general creditors of Tektronix. 5 8.2 Any notice under this plan shall be in writing or by electronic means and shall be received when actually delivered or, if mailed, when deposited postpaid as first class mail. Mail should be directed to Tektronix at the address stated in this plan, to a Director at the address stated in the Director's election or to such other address as either party may specify by notice to the other party. 8.3 The interests of a Director or beneficiary under this plan are personal and no such interest may be assigned, seized by legal process or in any way subjected to the claims of any creditor. 9. EFFECTIVE DATE This plan shall be effective March 17, 1994. Adopted March 17, 1994 TEKTRONIX, INC. By /S/ JEROME J. MEYER Jerome J. Meyer, Chairman of the Board 6 EX-13 12 PORTIONS OF 1994 ANNUAL REPORT INCORPORATED BY REFERENCE. EXHIBIT-13 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OVERVIEW Tektronix recorded net earnings of $60.7 million, or $2.00 per share, in its fiscal year ended May 28, 1994, a per share increase of 53.8% over fiscal 1993 earnings of $39.0 million, or $1.30 per share, before restructuring charges. [Bar chart depicting net earnings (adjusted)] NET EARNINGS (adjusted) in $millions 1992 30.2 1993 35.7 1994 49.0 The Company incurred pre-tax restructuring charges of $150.0 million in 1993 that resulted in a net loss of $55.1 million, or $1.83 per share. Operating income for 1994 was $86.7 million, a 21.4% increase over 1993 results before the restructuring charges. The improvement [Bar chart depicting net earnings (reported)] NET EARNINGS (reported) in $millions 1992 21.0 1993 (55.1) 1994 60.7 in operating income was due primarily to reduced administrative costs and higher sales, which were partially offset by lower gross margins. The improved net earnings in 1994 were also due to after tax non-operating gains of $9.1 million, or $0.30 per share, from sales of stock held by Tektronix in certain companies. Net earnings, before restructuring charges, for the fiscal year ended May 30, 1992 were $30.2 million, or $1.03 per share. NET SALES AND PRODUCT ORDERS Net sales in 1994 were $1.318 billion, up 1.2% from $1.302 billion in 1993. Sales to customers in the United States of $737.4 million were 3.3% above the level for the prior year, and represented 55.9% of total sales. The improved domestic sales level reflected the impact of new products and modest improvement in the U.S. economic environment. International sales were down 1.4% to $580.6 million, reflecting weakness in certain economies in Europe and Asia, particularly in the first half of the year. Net sales in 1993 were up slightly from 1992's level. U.S. sales of $713.7 million in 1993 were 6.5% above the level of the prior year. International sales declined by 6.1% in 1993 due to the weaknesses in Europe and Japan. The Company's net sales have been divided into three product classes: Test and Measurement, Computer Graphics, and Television Systems. Net sales by product class for the last three years were:
NET SALES (in thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Test and Measurement $ 644,625 $ 679,254 $ 724,802 Computer Graphics 410,580 352,094 301,506 Television Systems 262,799 271,030 270,935
Test and Measurement sales in 1994 accounted for 48.9% of total sales. Sales were 5.1% below the prior year, reflecting the impacts of the lack of growth in certain segments of the test and measurement market, recessionary economies in Europe and Japan, and weakness in some major industrial markets. Orders and sales were stronger toward the end of the year, with both showing modest growth in the fourth quarter due to a strong performance in telecommunications. Sales declined 6.3% in 1993 compared with 1992 for the same reasons. Computer Graphics sales increased 16.6% to $410.6 million in 1994 and made up 31.2% of total sales. Strong sales growth in color printers and X terminals was partially offset by declines in older graphic terminals sales and in the terminals service business. Sales in 1993 increased 16.8% from 1992 levels for the same reasons. Television Systems, which includes television test equipment and television production equipment, had sales of $262.8 million in 1994 and accounted for 19.9% of total sales, declining 3.0% from the prior year. Sales of television test equipment improved slightly, reflecting strong new prod- [Pie chart depicting 1994 sales by product class] 1994 SALES by product class in % T & M 48.9% Computer Graphics 31.2% TV Systems 19.9% ----- 100.0% uct introductions in the last half of the year, but were offset by declining sales of television production equipment. Television Systems sales in 1993 were at the same level as 1992. Product orders for 1994 were $1.090 billion, or 10 5.8% above the level of prior year. The growth in orders was strongest in the second half of the year. Growth in demand for color printers, X terminals, cable and transmission test products and electronic tools was partially offset by weaknesses in general purpose test and measurement instruments and television production equipment, and the decline of proprietary terminals. The product order backlog at the end of 1994 was at the same level as the prior year. Because of the low product order backlog level, the Company's future quarterly results are dependent on new orders that can be shipped in the same quarter. Product orders increased 2.3% from 1992 to 1993. In fiscal 1995, the Company intends to change the product classes for which it reports net sales. The Company believes the change more accurately reflects its current operating management and product alignment and will provide improved clarity regarding the Company's performance in the markets it serves. The new product classes and the net sales for the last three years are:
NET SALES (in thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Measurement Business $ 664,048 $ 704,396 $ 761,642 Color Printing and Imaging 313,502 248,413 197,079 Video Systems 152,441 162,938 151,534 Network Displays 89,378 87,928 90,386 Other 98,635 98,703 96,602
Measurement Business, the Company's original and historically largest division, includes oscilloscopes, logic analyzers, card modular instruments, intelligent hand-held tools, spectrum analyzers, telecommunications test instruments, and video and audio test products. Color Printing and Imaging, the Company's fastest growing division, produces the Phaser family of color printers and supplies that utilize thermal wax transfer, phase change and dye sublimation technologies. Video Systems provides the television and video industries with products covering a range of applications from production and storage to systemization and transmission. Video Systems includes the operations of the Company's Grass Valley subsidiary. [Pie chart depicting 1994 sales by product class] 1994 NET SALES by product class in % Measurement Business 50.3% Color Printing 23.8% Video Systems 11.6% Network Displays 6.8% Other 7.5% ------ 100.0% Network Displays includes a rapidly growing X terminals business offering a broad line of both software and hardware products that supports the X windows environment in networked systems. The Other product class relates to the non-strategic components operations which the Company divested in 1994 and early 1995 or intends to divest in the near future. The majority of this product class was previously reported in Test and Measurement. OPERATING COST AND EXPENSES Manufacturing cost of sales increased as a percentage of net sales to 54.0% in 1994 from 51.9% in 1993. The increase in cost of sales as a percentage of net sales was caused by a reduction in the historically higher margin on international sales, a continuing shift in the mix of sales toward products with lower margins due to the use of alternative distribution channels, and by the impact of a stronger Japanese Yen on certain component costs. These factors (with the possible exception of the Yen exchange rate) are expected to modestly affect cost of sales in 1995. Cost of sales as a percentage of net sales increased to 51.9% in 1993 from 50.3% in 1992. The increase reflected competitive price and discounting pressures, a continuing shift in the mix of sales toward products with lower margins, and increased sales through alternative distribution channels. Research and development (R&D) expenses were $153.1 million in 1994, down 2.5% from the prior year as the Company continued to focus its resources on its core businesses. R&D expenses represented 11.6% of sales in 1994 compared with 12.1% in 1993 and 13.0% in 1992. The Company expects to spend essentially the same amount on R&D in 1995 as it did in 1994. Selling, general and administrative (SG&A) expenses were $364.5 million, or 7.9% below the level of a year ago. Infrastructure reductions, ongoing process improvement and increasing use of alternative distribution channels reduced SG&A expenses for the year. SG&A expenses in 1993, including accruals for severance pay of $7.5 million, 11 were 3.0% below 1992's levels. The Company does not expect to show significant reductions in SG&A expenses in 1995. There was an equity loss in joint ventures of $1.6 million compared with a loss of $1.9 million in the prior year. The losses relate primarily to the Company's joint venture, Sony/Tektronix Corporation, and are due to reduced capital spending by Japanese customers and a generally weak economic environment in Japan. The Company recorded earnings from joint ventures of $2.4 million in 1992. Non-operating income was $9.2 million in 1994 compared with non-operating expenses of $10.1 million and $10.9 million in 1993 and 1992, respectively. Non-operating income in 1994 includes gains of $13.3 million from the sale of stock held by Tektronix in TriQuint Semiconductor, Inc., Planar Systems, Inc. and Credence Systems Corporation. The Company continues to hold investments in these companies that it intends to liquidate over time. The Company recorded taxes on 1994 results at an annual effective rate of 32%, compared with 34% in the prior year. The Company recognized a benefit of $2.3 million on the recalculation of deferred tax benefits in the first quarter because of the enactment of tax legislation increasing the federal corporate income tax rate. The current year provision was primarily for U.S. taxes, while the prior years' provisions were primarily for foreign taxes, reflecting the shift in net earnings from foreign to U.S. sources in the three years presented. During the first quarter of 1995, the Company received approval from the Internal Revenue Service to capitalize the costs of a major research and development project. The Company expects the capitalization of these costs for tax purposes to reduce its deferred tax asset valuation allowances and thus reduce the effective rate at which taxes will be provided in 1995. Net earnings of $60.7 million in 1994 compares with a net loss in 1993 of $55.1 million, after restructuring charges and accounting changes. Excluding the restructuring charges and accounting changes, 1993 earnings would have been $35.6 million. The improved earnings were due primarily to lower administrative costs, the gains on sales of investments described above and higher sales, partially offset by lower gross margins. RESTRUCTURING CHARGES During the fourth quarter of 1993, the Company incurred pre-tax restructuring charges of $150.0 million, or $3.13 per share after taxes, for the purpose of exiting non-strategic components operations to further reduce the Company's vertical integration, consolidating facilities, refocusing on core business products, discontinuing certain older products and other steps to improve operating efficiency. The Company substantially completed the reduction of vertical integration with the sale of the Integrated Circuits Operation and the formation of a joint venture for the Hybrid Circuits Operation in 1994, and the initial public offering for Merix Corporation, formerly the Circuit Board Division, completed in the first quarter of 1995. The Company retains a 35% ownership in Merix after the offering. A few smaller components operations remain to be divested, which the Company believes will be substantially completed in 1995. The primary benefits of these actions are the avoidance of future investments to maintain technological competitiveness and the ability to be more responsive to changing market conditions. The short-term savings in labor and depreciation costs are expected to be offset by lost revenue from component sales to third parties. The Company also continues its consolidation of facilities and relocation of employees and equipment in a way that will enhance efficiency and productivity. The refocusing on core business products involves the discontinuation of older, low-volume products, which is expected to reduce overhead and inventory carrying costs without significantly impacting revenue. Approximately half of the product inventory reserved for phase out was disposed of in 1994 and it is expected that most of the balance will be disposed of in 1995. Significant reserves were provided for workforce reduction. While most of the planned workforce reduction has been accomplished, there are still several areas where restructuring will result in severance costs and this is reflected in the remaining reserves. The Company will benefit from reduced payroll costs in 1995 and future years, but it is expected that, over time, the benefit will be reduced by normal wage inflation. During 1995 the remaining restructuring activities include the divestiture of the smaller remaining components operations, continued consolidation of facilities, discontinuation of older products and the remaining workforce reductions. At May 28, 1994, inventories and facilities subject to restructuring activities have been reduced by $22.3 million and liabilities for severance, facilities consolidations and other restructuring costs 12 were $51.5 million. The Company believes it has adequately provided for all remaining restructuring activities. ACCOUNTING CHANGES In the first quarter of 1993, Tektronix adopted Statements of Financial Accounting Standards No. 106 (Postretirement Benefits) and No. 109 (Income Taxes). The combined result of adopting these pronouncements was a one-time net increase in earnings of $3.3 million or $0.11 per share. FINANCIAL CONDITION The Company's financial condition is strong. Cash flows from operating activities and borrowing capacity from existing lines of credit are expected to be sufficient to meet current and anticipated future needs. At May 28, 1994, the Company maintained bank credit facilities totaling $285.9 million, of which $269.9 million was unused. The unused facilities include $119.9 million in lines of credit and $150.0 million under revolving credit agreements from U.S. and foreign banks. Additional details, including maturity dates of agreements and certain financial covenants, are included under `Short-term and Long-term Debt' in the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Cash flows from operations, from the sales of stock in certain companies and from the sale of certain component business assets enabled the Company to pay down short-term debt, fund restructuring activities, and increase cash balances. Current assets increased by $24.9 million due primarily to higher cash and accounts receivable. Cash and cash equivalents increased from the end of 1993 to the end of 1994 by $12.9 million. Accounts receivable were up $18.9 million [Bar chart depicting market capitalization] MARKET CAPITALIZATION in $millions 1992 566.3 1993 674.4 1994 870.3 because of higher sales in the fourth quarter of 1994 compared with the same quarter of 1993. Net property, plant and equipment declined by $12.5 million as depreciation and disposals exceeded capital expenditures. Deferred tax assets decreased $9.1 million to $79.6 million due to the reclassification of $11.4 million to current, less the $2.3 million addition arising from the increase in the federal tax rate. In order for the Company to realize all deferred tax assets recognized, future taxable income must be at least comparable to recent amounts. Current liabilities decreased by $57.7 million or 17.3% primarily because of repayment of short-term debt of $52.4 million. Accounts payable were higher by $22.5 million. The increase was due to liabilities, including the reclassification of amounts from long-term to current, related to restructuring activities and to the timing of certain payments. Accrued compensation decreased $27.6 million because of reductions in severance and payroll accruals related to restructuring. Long-term debt increased by $34.1 million as the Company issued new debt in the form of $100.0 million 7.5% notes due August, 2003, and retired the outstanding $70.0 million bridge loan. Other long-term liabilities decreased by $4.3 million primarily [bar chart depicting total debt] TOTAL DEBT in $millions 1992 140.0 1993 139.6 1994 121.2 because of the reclassification of restructuring liabilities from long-term current liabilities. Shareholders' equity increased by $34.5 million or 7.9%. Common stock declined $10.1 million as the Company repurchased shares for $33.8 million and issued shares under employee incentive plans for $23.7 million. Retained earnings increased $42.6 million due to earnings of $60.7 million less dividend payments of $18.1 million. 13 MANAGEMENT'S LETTER The consolidated financial statements of Tektronix, Inc. and subsidiaries have been prepared by management and have been audited by Tektronix' independent auditors, Deloitte & Touche. Management is responsible for the consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles and include amounts based on management's judgments. Management is also responsible for maintaining internal control, including systems designed to provide reasonable assurance that assets are safeguarded and that transactions are executed and recorded in accordance with established policies and procedures. Tektronix' controls and systems were developed by Tektronix management and have the full support and endorsement of the Board of Directors. Compliance is mandatory. The Board of Directors is responsible for the Company's financial and accounting policies, practices and reports. Its Audit Committee, composed entirely of outside directors, meets regularly with the independent auditors, representatives of management, and the internal auditors to review accounting, reporting, auditing and internal control matters. Both the independent auditors and the internal auditors have free access to the Audit Committee, with and without management representatives in attendance. PAUL E. BRAGDON Chairman of Tektronix Audit Committee CARL W. NEUN Vice President and Chief Financial Officer INDEPENDENT AUDITORS' REPORT To the Directors and Shareholders of Tektronix, Inc.: We have audited the accompanying consolidated balance sheets of Tektronix, Inc. and subsidiaries as of May 28, 1994 and May 29, 1993, and the related consolidated statements of operations, shareholders' equity, and cash flows for the years ended May 28, 1994, May 29, 1993, and May 30, 1992. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Tektronix, Inc. and subsidiaries at May 28, 1994 and May 29, 1993, and the results of their operations and their cash flows for the years ended May 28, 1994, May 29, 1993, and May 30, 1992, in conformity with generally accepted accounting principles. As discussed in the notes to the consolidated financial statements, the Company adopted, in the year ended May 29, 1993, Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," and Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." DELOITTE & TOUCHE Portland, Oregon June 23, 1994 14 CONSOLIDATED STATEMENTS OF OPERATIONS
F O R T H E Y E A R E N D E D (In thousands, except per share amounts) May 28, 1994 May 29, 1993 May 30, 1992 - - --------------------------------------------------------------------------------------------- Net sales $ 1,318,004 $ 1,302,378 $ 1,297,243 Operating costs and expenses: Cost of sales 712,052 676,310 652,087 Research and development expenses 153,148 157,068 169,183 Selling, general and administrative expenses 364,508 395,698 407,961 Restructuring charges -- 150,000 17,298 --------- --------- --------- Total operating costs and expenses 1,229,708 1,379,076 1,246,529 Equity in joint venture earnings (losses) (1,601) (1,932) 2,414 --------- --------- --------- Operating income (loss) 86,695 (78,630) 53,128 Interest expense 10,019 10,311 11,291 Non-operating expenses (income) (9,210) 10,118 10,938 --------- --------- --------- Earnings (loss) before taxes 85,886 (99,059) 30,899 Income taxes 25,208 (40,649) 9,948 --------- --------- --------- Earnings (loss) before cumulative effects of accounting changes 60,678 (58,410) 20,951 Cumulative effects of accounting changes: Income taxes -- 38,100 -- Postretirement benefits, net of tax -- (34,775) -- --------- --------- --------- Net earnings (loss) $ 60,678 $ (55,085) $ 20,951 ========= ========= ========= Earnings (loss) per share before cumulative effects of accounting changes $ 2.00 $ (1.94) $ 0.71 Earnings (loss) per share $ 2.00 $ (1.83) $ 0.71 Dividends per share $ 0.60 $ 0.60 $ 0.60 Average shares outstanding 30,406 30,021 29,488
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 15
CONSOLIDATED BALANCE SHEETS (Dollars in thousands) May 28, 1994 May 29, 1993 - - ----------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 42,919 $ 30,004 Accounts receivable - net 267,405 248,514 Inventories 171,267 171,416 Other current assets 59,054 65,778 ------- ------- Total current assets 540,645 515,712 Property, plant and equipment: Land 11,738 13,127 Buildings and leasehold improvements 197,074 241,412 Machinery and equipment 444,897 538,635 ------- ------- 653,709 793,174 Accumulated depreciation and amortization (430,387) (557,340) ------- ------- Property, plant and equipment - net 223,322 235,834 Property held for sale 39,776 38,489 Deferred tax assets 79,552 88,629 Other long-term assets 107,854 105,841 ------- ------- Total assets $ 991,149 $ 984,505 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ 17,084 $ 69,481 Accounts payable 161,757 139,222 Accrued compensation 78,877 106,464 Deferred revenue 18,124 18,333 ------- ------- Total current liabilities 275,842 333,500 Long-term debt 104,146 70,073 Other long-term liabilities 141,672 145,988 Commitments and contingencies -- -- Shareholders' equity: Preferred stock, no par value (authorized 1,000,000 shares; none issued) -- -- Common stock, no par value (authorized 80,000,000 shares; issued and outstanding 30,270,000 in 1994, and 30,483,000 in 1993) 180,883 190,984 Retained earnings 235,795 193,221 Currency adjustment 52,811 50,739 ------- ------- Total shareholders' equity 469,489 434,944 ------- ------- Total liabilities and shareholders' equity $ 991,149 $ 984,505 ======= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 16 CONSOLIDATED STATEMENTS OF CASH FLOWS
F O R T H E Y E A R E N D E D (In thousands) May 28, 1994 May 29, 1993 May 30, 1992 - - --------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Earnings (loss) $ 60,678 $ (55,085) $ 20,951 Adjustments to reconcile earnings (loss) to cash from operating activities: Depreciation expense 54,918 63,073 65,628 Restructuring charges -- 150,000 17,298 Deferred taxes 9,905 (60,938) (26,153) Accounting change for income taxes -- (38,100) -- Accounting change for postretirement benefits -- 34,775 -- Equity losses, net of dividends received 1,601 34,546 2,498 (Gains) losses on sale of assets (14,402) 1,354 (1,711) Accounts receivable (23,728) (26,918) 24,687 Inventories (777) 11,667 (17,507) Accounts payable 11,764 (234) (22,151) Accrued compensation (27,065) (10,787) (21,912) Income taxes payable -- (24,548) 9,650 Other liabilities 17,636 4,618 8,279 Other assets (11,968) (15,325) 1,720 Other - net 5,942 (511) (2,231) ------ ------ ------ Net cash provided by operating activities 49,232 67,587 59,046 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (70,270) (57,771) (65,507) Proceeds from sale of assets 51,786 9,579 12,873 Proceeds from sale of investments 26,285 -- -- ------ ------ ------ Net cash provided (used) by investing 7,801 (48,192) (52,634) activities CASH FLOWS FROM FINANCING ACTIVITIES: Net change in short-term debt (44,963) 13,207 7,480 Issuance of long-term debt 105,173 70,000 36 Repayment of long-term debt (77,894) (82,974) (16,059) Issuance of common stock 23,730 12,566 5,999 Repurchase of common stock (33,831) -- -- Dividends (18,104) (17,970) (17,682) ------ ------ ------ Net cash used by financing activities (45,889) (5,171) (20,226) Effect of exchange rate changes 1,771 (2,622) (594) ------ ------ ------ Increase (decrease) in cash and cash equivalents 12,915 11,602 (14,408) Cash and cash equivalents at beginning of year 30,004 18,402 32,810 ------ ------ ------ Cash and cash equivalents at end of year $ 42,919 $ 30,004 $ 18,402 ====== ====== ====== Supplemental disclosures of cash flows: Income taxes paid $ 6,379 $ 33,380 $ 19,266 Interest paid 10,673 12,923 12,317
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 17 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock Retained Currency (In thousands) Shares Amount Earnings Adjustment Total - - --------------------------------------------------------------------------------------------- BALANCE MAY 25, 1991 29,247 $ 168,084 $ 263,007 $ 45,501 $ 476,592 Shares issued to employees 363 7,842 7,842 Net earnings 20,951 20,951 Dividends - $0.60 per share (17,682) (17,682) Currency adjustment 2,086 2,086 ------ ------- ------- ------ ------- BALANCE MAY 30, 1992 29,610 175,926 266,276 47,587 489,789 Shares issued to employees 873 15,058 15,058 Net loss (55,085) (55,085) Dividends - $0.60 per share (17,970) (17,970) Currency adjustment 3,152 3,152 ------ ------- ------- ------- ------- BALANCE MAY 29, 1993 30,483 190,984 193,221 50,739 434,944 Shares issued to employees 1,125 23,730 23,730 Shares repurchased (1,338) (33,831) (33,831) Net earnings 60,678 60,678 Dividends - $0.60 per share (18,104) (18,104) Currency adjustment 2,072 2,072 ------ ------- ------- ------- ------- BALANCE MAY 28, 1994 30,270 $ 180,883 $ 235,795 $ 52,811 $ 469,489 ====== ======= ======= ======= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Tektronix, Inc. and its wholly owned subsidiaries (the Company). All material intercompany transactions and balances have been eliminated. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash deposits in banks and investments with a maturity of three months or less at the time of purchase. INVESTMENTS Investments in joint venture and other companies are accounted for on the cost or equity basis depending on the Company's share in their common stock. Investments are included in other long-term assets and are stated at the lower of cost or net realizable value. All material intercompany income has been eliminated. Intangible assets are amortized over a minimal time frame, generally five years, to reflect the general nature of the technology business. FOREIGN CURRENCIES Earnings on non-U.S. affiliates are translated into U.S. dollars at average rates of exchange. Most non-U.S. sales operations' assets and liabilities are translated into dollars at current rates of exchange with changes in exchange rates reflected in the currency adjustment to shareholders' equity. Non-U.S. manufacturing operations and sales operations in highly inflationary economies translate monetary assets and liabilities into dollars at current rates of exchange and include the gains and losses in non-operating income, while other assets and liabilities are carried at their historic values. Transaction gains and losses, other than certain hedging transactions, are included in earnings. INVENTORIES Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out (FIFO) basis. PROPERTY AND DEPRECIATION Land, buildings and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated useful lives of depreciable assets, ranging from 10 to 48 years for buildings and 3 to 7 years for equipment, and is generally provided using the straight-line method. Leasehold improvements are amortized on a straight-line basis over the estimated useful life or the lease term, whichever is less. Property held for sale is stated at the lower of cost or estimated net realizable value and includes certain facilities and land no longer used in the Company's operations. REVENUE RECOGNITION Revenue from product and component sales is recognized at the time of shipment. Service revenue is recognized over the contractual period or as services are provided. RESEARCH AND DEVELOPMENT EXPENSES Expenditures for research, development and engineering of products and manufacturing processes are expensed as incurred. INCOME TAXES In 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Accordingly, deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes in 1994 and 1993. Deferred taxes are based on tax laws as currently enacted. Prior to 1993, net deferred tax assets were not recognized until realized. Tektronix, Inc. and its U.S. subsidiaries file a consolidated federal income tax return. Each U.S. subsidiary records its own tax provision and makes payment to the parent company for taxes due or receives payment for tax benefits utilized. RECLASSIFICATI0N Certain items have been reclassified to conform with the current year's presentation with no effect on previously reported earnings. PER SHARE AMOUNTS The per share amounts are based on the weighted average number of shares outstanding during the year. FISCAL YEAR The Company's fiscal year is the 52 or 53 weeks ending the last Saturday in May. 1994 and 1993 were 52-week fiscal years; 1992 was a 53- week fiscal year. RESTRUCTURING CHARGES In the fourth quarter of 1993, the Company provided for pre-tax restructuring charges of $150.0 million for the purpose of exiting non- strategic components operations to further reduce the Company's vertical integration, consolidating facilities, refocusing on core business products, discontinuing certain older products and other steps to improve operating efficiency. In 1992, the Company provided for restructuring charges of $17.3 million for reductions in operations, including severance costs and the write-off of certain assets. 19 BUSINESS SEGMENTS The Company and its affiliates operate predominately in a single industry segment: the design, manufacture, sale and service of electronic measurement, design and display instruments and systems used in science, industry and education. Geographically, the Company operates primarily in the industrialized world. Net sales, earnings (loss) before taxes and total assets in the United States, Europe and other geographical areas were:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Net sales: United States sales to customers $ 737,451 $ 713,734 $ 670,291 United States export sales to customers 187,149 196,921 221,892 United States transfers to affiliates 313,004 290,432 245,259 --------- --------- --------- United States sales 1,237,604 1,201,087 1,137,442 European sales to customers 305,563 320,542 347,686 European transfers to affiliates 4,031 9,282 13,617 --------- --------- --------- European sales 309,594 329,824 361,303 Other area sales to customers 87,841 71,181 57,374 Other area transfers to affiliates 9,427 10,754 10,498 --------- --------- --------- Other area sales 97,268 81,935 67,872 Eliminations (326,462) (310,468) (269,374) --------- --------- --------- Net sales $ 1,318,004 $ 1,302,378 $ 1,297,243 ========= ========= ========= Earnings (loss) before taxes: United States $ 97,369 $ (98,366) $ 40,161 Europe 3,698 317 15,980 Other areas 1,992 1,767 2,322 Corporate and eliminations (17,173) (2,777) (27,564) --------- --------- --------- Earnings (loss) before taxes $ 85,886 $ (99,059) $ 30,899 ========= ========= ========= Total assets: United States $ 699,568 $ 707,511 $ 620,038 Europe 175,532 172,217 186,115 Other areas 34,170 28,016 24,325 Corporate and eliminations 81,879 76,761 96,272 --------- --------- --------- Total assets $ 991,149 $ 984,505 $ 926,750 ========= ========= =========
Transfers of products and services are made at arms-length prices between geographic areas. The profit on transfers between geographic areas is not recognized until sales are made to unaffiliated customers. Area earnings (loss) before taxes includes all directly incurred and allocable costs, except identified corporate expenses. Assets are those that are specifically associated with the operations of each geographic area. Net sales to the United States government were not more than 6% of consolidated net sales in any of the past three years, and no other customer accounted for more than 2% of sales. NON-US AFFILIATES The Company has operating subsidiaries located in Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Hong Kong (with a branch in China), Italy, Korea, Mexico, The Netherlands, Norway, Singapore, Spain, Sweden, Switzerland, Taiwan, and the United Kingdom (with a branch in Ireland). The assets, liabilities, net sales and earnings of non-U.S. subsidiaries are included in the consolidated financial statements in these amounts:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Current assets $ 147,090 $ 128,015 $ 132,236 Property, plant and equipment - net 42,976 50,924 54,494 Other long-term assets 2,339 2,888 2,567 Current liabilities 65,086 71,350 72,996 Other liabilities 14,456 14,628 23,828 Net sales $ 393,404 $ 391,723 $ 405,326 Gross profit 112,574 127,384 132,847 Operating income 3,184 2,217 21,059 Earnings before taxes 5,690 2,084 18,302 Net earnings 9,314 1,375 10,820
The Company has foreign investments in joint venture companies in Japan and India. The Company's share of the assets, liabilities, net sales and earnings of these unconsolidated affiliates, as well as the Company's arms- length sales to, purchases from, and accounts receivable consisted of:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Current assets $ 67,147 $ 94,050 $ 80,848 Property, plant and equipment - net 24,640 22,022 20,279 Other long-term assets 10,269 8,219 7,826 Current liabilities 20,537 49,055 16,680 Other liabilities 7,549 6,285 4,835 Net sales $ 94,246 $ 82,682 $ 98,219 Gross profit 33,808 27,605 32,872 Operating income (loss) (4,080) (6,306) 1,374 Earnings (loss) before taxes (2,971) (4,521) 5,256 Net earnings (loss) (1,601) (1,932) 2,373 Sales to $ 67,535 $ 63,958 $ 79,500 Purchases from 5,585 5,990 4,114 Accounts receivable 11,117 11,663 6,176
There are no significant restrictions which prevent dividends to the parent company from non-U.S. affiliates. The Company received dividends from joint venture companies of $33.2 million in 20 1993, and $1.6 million in 1992. There were no dividends received in 1994. ACCOUNTS RECEIVABLE Accounts receivable have been reduced by an allowance for doubtful accounts, which was $3.8 million in 1994 and $3.3 million in 1993. The net charges to this reserve for uncollected credit sales have not been material. INVENTORIES Inventories consisted of:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Materials and work in process $ 89,341 $ 87,867 Finished goods 81,926 83,549 ------- ------- Inventories $ 171,267 $ 171,416 ======= =======
OTHER LONG-TERM ASSETS Other long-term assets consisted of:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Investment in joint venture affiliates $ 74,703 $ 69,728 Licensing agreements and other intangibles, net 17,649 12,923 Other 15,502 23,190 ------- ------- Other long-term assets $ 107,854 $ 105,841 ======= =======
The Company's portion of undistributed earnings in equity investees in 1994 and 1993 was $13.8 million and $13.9 million, respectively. Licensing agreements and other intangibles have been reduced by accumulated amortization of $15.3 million in 1994 and $15.5 million in 1993. SHORT-TERM AND LONG-TERM DEBT The Company's short-term debt consisted of:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Line of credit borrowings $ 15,963 $ 26,566 Revolving credit borrowings -- 35,000 ------- ------- Short-term borrowings 15,963 61,566 Current maturities of long-term borrowings 1,121 7,915 ------- ------- Short-term debt $ 17,084 $ 69,481 ======= =======
The Company has a $150.0 million revolving credit agreement with Morgan Guaranty Trust Company of New York as agent that matures on March 10, 1996. At May 28, 1994, the Company maintained unused bank credit facilities of $269.9 million including $119.9 million in lines of credit and $150.0 million in the revolving credit agreement. At May 28, 1994, the interest rate on the utilized U.S. line of credit was 4.7%. Interest rates on the utilized non-U.S. lines of credit averaged 6.5% . The Company's long-term debt consisted of:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- 7.5% Notes due August 1, 2003 $ 100,000 $ -- Bridge loan credit agreement -- 70,000 Non-U.S. currency borrowings -- 7,805 Other borrowings 5,267 183 ------- ------- Long-term borrowings 105,267 77,988 Current maturities (1,121) (7,915) ------- ------- Long-term debt $ 104,146 $ 70,073 ======= =======
Certain of the Company's debt agreements require the maintenance of specified interest rate coverage ratios and a minimum consolidated tangible net worth. At May 28, 1994, the Company had unrestricted retained earnings of $41.3 million after meeting those requirements. Aggregate long-term debt payments will be $1.1 million in 1995, $1.1 million in 1996, $1.2 million in 1997, $1.2 million in 1998, and $0.7 million in 1999. OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Accrued postretirement benefits $ 54,480 $ 53,630 Accrued pension 43,881 38,869 Restructuring 13,502 35,800 Other 29,809 17,689 ------- ------- Other long-term liabilities $ 141,672 $ 145,988 ======= =======
NON-OPERATING EXPENSES (INCOME) Non-operating expenses (income) consisted of:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- (Earnings) loss in equity investees $ (903) $ (612) $ 3,512 Gain on sale of investments (13,309) -- -- Charitable contributions 2,824 3,148 2,943 Currency losses 1,980 2,825 1,383 Other 198 4,757 3,100 ------- ------- ------- Non-operating expenses (income) $ (9,210) $ 10,118 $ 10,938 ======= ======= =======
COMMITMENTS AND CONTINGENCIES Rental expense was $20.7 million in 1994, $19.9 million in 1993, and $20.2 million in 1992. The future minimum obligations under operating leases and other commitments having an initial or remaining noncancelable term in excess of one year as of May 28, 1994, are: 21
Future (In thousands) 1995 1996 1997 1998 1999 Years Total - - --------------------------------------------------------------------------------------------- Operating leases $13,271 $8,623 $5,243 $1,764 $1,120 $6,115 $36,136 Commitments 16,312 10,350 10,350 350 350 -- 37,712
Commitments relate primarily to a supply agreement that was signed pursuant to the 1994 sale of the Company's Integrated Circuits Operation to Maxim Integrated Products, Inc. Under the agreement, the Company has minimum purchase requirements through 1997. The Company also has long-term or minimum purchase agreements with various other suppliers. In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions and complaints, including matters involving patent infringement and other intellectual property claims. Included among the intellectual property matters are claims by Jerome J. Lemelson that certain of the Company's manufacturing equipment and processes infringe certain of his patents. Although it is impossible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of these legal matters or, if not, what the impact might be, the Company believes that disposition of these matters will not have a material adverse effect on the Company's financial position and results of operations. SHAREHOLDERS' EQUITY EMPLOYEE SHARE PURCHASE PLAN Most employees were eligible to participate in an Employee Share Purchase Plan, which terminates on June 30, 1994. During 1994, 13,000 shares were issued for $0.4 million; 23,000 shares were issued for $0.5 million in 1993. STOCK OPTION AND INCENTIVE COMPENSATION PLANS The Company has stock option plans for selected employees. There were 3,890,000 shares reserved for issuance under these plans at May 28, 1994. Under the terms of the plans, incentive stock options are granted at an option price not less than the market value at the date of grant. Nonqualified stock options may not be granted at less than 50% of the market value at the date of grant. The exercise period for the options is not to exceed 10 years. The stock option plans allow stock appreciation rights (SARS) to be granted to employees. Employees may surrender all or part of their SARS for shares or payment in an amount equal to the excess of market price over option price at the date of exercise. Activity under the option plans was:
(Shares in thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Outstanding at beginning of year 3,324 3,085 2,914 Granted 758 1,066 770 Exercised (925) (451) (281) Canceled (291) (376) (318) ------ ------ ------ Outstanding at end of year 2,866 3,324 3,085 ====== ====== ====== Options exercisable at end of year 1,312 1,348 1,166 Option prices per share: Granted $22-28 $18-27 $17-31 Exercised 13-28 13-25 13-28 Canceled 13-42 13-38 13-39 Exercisable at end of year 13-33 13-42 13-42
There were 1,218 employees holding options at May 28, 1994. The Company also has cash and stock incentive compensation plans for certain executives. The plans provide for compensation based on financial performance over one- and three-year periods. SHAREHOLDER RIGHTS AGREEMENT In August 1990, the Company's Board of Directors approved a shareholder rights agreement and declared a dividend of one right for each outstanding common share. Each right entitles the holder to purchase one one-thousandth of a share of Series A No Par Preferred Shares at an exercise price of $60, subject to adjustment. Generally, the rights become exercisable 10 days after a person or group acquires or commences a tender offer that would result in beneficial ownership of 20% or more of the common shares. In addition, the rights become exercisable if any party becomes the beneficial owner of 10% or more of the outstanding common shares and is determined by the Board of Directors to be an adverse party. Upon the occurrence of certain additional events specified in the shareholder rights agreement, each right would entitle its holder to purchase common shares of the Company (or, in some cases, a potential acquiring company) or other property having a value of twice the right's exercise price. The rights, which are not currently exercisable, expire in September, 2000, but may be redeemed by action of the Board prior to that time, under certain circumstances, for $0.01 per right. BENEFIT PLANS PENSION PLANS The Company has defined benefit retirement plans covering most employees. Benefits upon retirement or termination are based on length of service and final average compensation at retirement. The Company's funding policy is to con- 22 tribute amounts determined annually on an actuarial basis that provide for current and future benefits in accordance with funding requirements of applicable laws and regulations of the countries in which the plans are located. Assets of funded benefit plans are held primarily in trust accounts. The significant majority of the assets are invested in common stocks, bonds, and real estate, with the balance primarily in cash and short-term investments. The following tables set forth the funded status and the amounts recognized in the financial statements for the Company's defined benefit retirement plans:
(In thousands) 1994 1993 - - --------------------------------------------------------------------------------------------- Assets exceed Accumulated Assets exceed Accumulated accumulated benefits accumulated benefits benefits exceed assets benefits exceed assets - - --------------------------------------------------------------------------------------------- Actuarial present value of benefit obligations: Vested benefit obligation $ 22,333 $ 300,841 $ 296,241 $ 9,849 - - --------------------------------------------------------------------------------------------- Accumulated benefit obligation $ 26,498 $ 318,650 $ 320,915 $ 10,416 - - --------------------------------------------------------------------------------------------- Projected benefit obligation $ 39,601 $ 359,050 $ 374,144 $ 12,585 Plan assets at fair value 35,384 304,510 333,650 -- ------- ------- ------- ------- Projected benefit obligation in excess of plan assets (4,217) (54,540) (40,494) (12,585) Unrecognized initial net asset 806 (7,415) (10,858) 2,762 Unrecognized prior service cost 116 11,466 14,429 109 Unrecognized net (gain) loss 3,139 7,129 9,861 (3,177) ------- ------- ------- ------- Net pension liability $ (156) $ (43,360) $ (27,062) $ (12,891) ======= ======= ======= =======
Assumptions used in the accounting for the defined benefit plans were:
1994 1993 1992 - - --------------------------------------------------------------------------------------------- Overall weighted-average discount rates 8.2% 8.0% 9.0% Overall rates of increase in compensation levels 4.8% 4.7% 6.0% Expected long-term rate of return on plan assets 9.4% 9.4% 9.4%
Net periodic pension expense includes the following components:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Service cost $ 9,346 $ 8,844 $ 9,276 Interest cost 30,458 29,801 28,663 Actual return on plan assets (22,721) (25,108) (29,376) Net amortization and deferral (9,072) (5,681) 221 - - --------------------------------------------------------------------------------------------- Net periodic pension expense 8,011 7,856 8,784 Other benefit plans 1,114 1,261 1,484 ------ ------ ------ Pension expense $ 9,125 $ 9,117 $ 10,268 ====== ====== ======
A credit of $4.4 million arising from employee reductions and the related impact on pension expense recognized in prior years, was recognized during 1993. As a result, pension expense was reduced by $1.0 million in 1993. POSTRETIREMENT BENEFITS The Company sponsors unfunded plans to provide health care and life insurance benefits for certain retired employees. The postretirement health care plan is contributory, with retiree contributions adjusted annually; the postretirement life insurance plan is noncontributory. The majority of the Company's domestic employees may become eligible for these benefits if they retire while working for the Company. However, benefits and eligibility rules may be modified from time to time. There are no significant postretirement health care benefit plans outside of the United States. The Company adopted SFAS No. 106, "Accounting for Postretirement Benefits Other than Pensions," in the first quarter of 1993. Under SFAS No. 106, the Company recognizes the cost of postretirement benefits over the active service period of its employees. Prior to 1993, the cost of these benefits was charged to operating expenses as claims and premiums were paid. The Company elected to recognize the transition obligation of $57.1 million, which represents the previously unrecognized prior service cost, immediately upon implementation. This resulted in a one-time, non-cash charge of $34.8 million, net of applicable income taxes. In addition, the Company also recognized a curtailment gain of $2.9 million in 1993 arising from employee reductions that resulted in a decrease in the accumulated postretirement benefit obligation. The following tables set forth the plans' combined status and the amounts recognized in the financial statements: 23
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Current retirees $ 32,209 $ 32,465 Active employees eligible to retire 9,620 11,303 Other active employees 11,475 13,368 ------- ------- Accumulated obligation 53,304 57,136 Unrecognized net gain 4,687 5 ------- ------- Accrued liability recognized in balance sheet $ 57,991 $ 57,141 ======= ======= Net periodic postretirement benefit expense: Service cost $ 1,008 $ 1,038 Interest cost 4,405 5,018 ------- ------- Net postretirement benefit expense $ 5,413 $ 6,056 ======= =======
The cost of postretirement benefits reported for 1992 was $3.0 million on a pay-as-you-go-basis. The assumed discount rate used in determining the accumulated postretirement benefit obligation (APBO) as of May 28, 1994 was 8.2% and 8.0% at the end of 1993; the rate of salary increase used was 4.8% and 4.5%, respectively. The health care cost trend rate used in measuring the APBO at year end was 12.3% for 1994 and 13.5% for 1993. This rate is assumed to decrease gradually until it reaches 5.8% in the year 2004 and remain level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. Increasing the health care cost trend rate by one percentage point each year would increase the accumulated postretirement benefit obligation as of May 28, 1994, by $2.3 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for 1994 by $0.3 million. POSTEMPLOYMENT BENEFITS The Company also provides postemployment benefits other than retirement benefits to certain employees. Such benefits, which include severance, disability and medical costs, have been historically accrued. Therefore, there is no material impact from the adoption of SFAS No. 112, "Employers' Accounting for Postemployment Benefits." EMPLOYEE SAVINGS PLANS The Company has two employee savings plans that qualify as deferred salary arrangements under Section 401(k) of the Internal Revenue Code. Participating U.S. employees may defer up to 15% of their pre-tax earnings subject to certain regulatory limitations. Employee contributions are invested, at the employees' direction, among a variety of investment alternatives. Depending on the plan, the Company currently matches 3% of an employee's contribution either in cash or Company stock. In addition, beginning in 1993, the Company also makes a contribution to the 401(k) plan for certain employees equal to 2% of an employee's annual pay, even if the employee does not currently contribute to the plan. The latter contribution is made regardless of the Company's performance and is invested entirely in Company stock. Total cost for these plans was $12.7 million in 1994, $13.1 million in 1993 and $4.8 million in 1992. FINANCIAL INSTRUMENTS OFF-BALANCE SHEET FINANCIAL INSTRUMENTS: RISK AND FAIR VALUES The Company uses various off-balance sheet instruments to reduce its exposure to financial market risk caused by currency and interest rate fluctuations. At May 28, 1994, market risk was not expected to have a material adverse effect on the consolidated position of the Company. At the end of 1994 and 1993, the Company had forward foreign exchange contracts outstanding of $20.6 million and $53.0 million, respectively. These contracts have maturities that generally do not exceed one year and require the Company to exchange foreign currencies for U.S. dollars at maturity. The fair value of these foreign exchange contracts is the amount the Company would receive or pay to terminate the contracts. This amount is calculated using quoted market rates. The fair market value of these contracts was estimated to be a net receivable of $0.3 million at the end of 1994 and a net payable of $3.0 million at the end of 1993. In 1992, the Company entered into an interest rate swap agreement, having a notional principal amount of $75.0 million, that matures in 1995. Under this agreement, the Company makes fixed-rate payments and receives floating- rate payments in return. The fair value of this interest rate swap is the amount the Company would receive or pay to terminate the swap agreement. This amount is calculated using information provided by outside quotation services, taking into account current interest rates and the creditworthiness of the swap counterparty. At the end of 1994 and 1993, the fair value was estimated to be a net payable of $3.6 million and $1.4 million, respectively. In the event that a counterparty fails to meet the terms of a foreign exchange contract or the interest rate swap agreement, the Company's exposure is limited to the currency rate or interest rate differential. The Company has executed these contracts with many creditworthy financial institutions and considers the risk of nonperformance to be remote. 24 BALANCE SHEET FINANCIAL INSTRUMENTS: FAIR VALUES The carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximates fair value because of the immediate or short-term maturity of these financial instruments. The fair values of fixed-rate receivables and long-term debt are estimated by discounting future cash flows using current discount rates that reflect the risks associated with similar types of instruments. At May 28, 1994, the estimated fair values of the Company's notes receivable approximated the carrying value. The carrying amount reported for long-term debt at the end of 1994 also approximated fair value. The carrying amount reported for long-term debt at the end of 1993 approximated fair value because the underlying instrument was a variable-rate note that repriced frequently. At year-end 1994 and 1993, the carrying value of the Company's minority equity investments accounted for on the cost basis was $5.1 million and $9.9 million, respectively. It was not practicable to estimate the fair value of the securities held at the end of 1993 because the investments were in non-traded companies. In 1994, the companies represented by such investments successfully completed initial public offerings and, as a result, their fair values can be estimated based on quoted market prices. At May 28, 1994, the estimated fair value of these equity investments was approximately $26.6 million. Beginning in 1995, the Company will account and report for such investments in accordance with the requirements of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Under SFAS No. 115, these investments would have been classified as available-for-sale securities and reported at fair value in the consolidated balance sheet, with the net unrealized gains of $21.5 million reported as a separate component of shareholders' equity. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The risk is limited due to the large number of entities comprising the Company's customer base and their dispersion across many different industries and geographies. At May 28, 1994, the Company had no significant concentrations of credit risk. INCOME TAXES The Company adopted SFAS No. 109 in the first quarter of 1993. The adoption of this standard changed the Company's method of accounting for income taxes from the deferred method to the liability method. During the first quarter of 1994, the Revenue Reconciliation Act of 1993 was enacted, increasing the maximum federal rate tax for corporations to 35% from 34% and the Company recorded additional tax benefits to reflect the rate increase. The effect was to increase earnings by $2.3 million. The components of earnings (loss) before taxes are contained in the Business Segments footnote. The provision for income taxes consisted of:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Current: Federal $ 9,081 $ 11,996 $ 601 State 2,900 716 1,150 Non-U.S. 3,938 12,140 8,365 ------- ------- ------- 15,919 24,852 10,116 Deferred: Federal 15,167 (49,969) -- State 1,684 (8,569) -- Non-U.S. (7,562) (6,963) (168) ------- ------- ------- 9,289 (65,501) (168) ------- ------- ------- Total provision $ 25,208 $ (40,649) $ 9,948 ======= ======= =======
The provisions differ from the amounts that would result by applying the U.S. statutory rate to earnings (loss) before taxes. A reconciliation of the difference is:
(In thousands) 1994 1993 1992 - - --------------------------------------------------------------------------------------------- Income taxes based on U.S. statutory rate $ 30,060 $ (33,680) $ 10,506 State income taxes, net of U.S. tax 2,980 (5,183) 759 Foreign taxes on non-U.S. source income (4,370) 5,678 1,391 Foreign sales corporation (3,926) (328) -- Prior year foreign tax credits 6,422 -- (5,670) Expenses not recognized -- -- 1,984 Provision for audit adjustments 3,060 (7,793) (1,250) Capital gains adjustments from sale of investments (2,678) -- -- Other U.S. adjustments 1,917 657 2,228 Change in beginning of year valuation allowance (5,981) -- -- Benefit of tax rate change (2,276) -- -- ------- ------- ------- Income taxes $ 25,208 $ (40,649) $ 9,948 ======= ======= =======
Net deferred tax assets and liabilities are included in the following consolidated balance sheet accounts:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Other current assets $ 41,031 $ 40,810 Deferred tax assets 79,552 88,629 Other long-term assets -- 1,051 ------- ------- Net deferred tax assets $ 120,583 $ 130,490 ======= =======
25 The temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows:
(In thousands) 1994 1993 - - ----------------------------------------------------------------------------- Deferred tax assets: Reserves and other liabilities $ 39,396 $ 38,819 AMT and foreign tax credit carryforwards 36,886 47,697 Restructuring costs and separation programs 31,551 57,232 Accrued postretirement benefits 23,196 22,326 Accrued pension obligation 14,059 11,627 Net operating losses of non-U.S. affiliates 8,388 2,926 Accumulated depreciation 1,196 -- ------- ------- Gross deferred tax assets 154,672 180,627 Less valuation allowance (19,297) (25,278) ------- ------- Deferred tax assets 135,375 155,349 Deferred tax liabilities: Unamortized LIFO reserve (14,792) (18,750) Accumulated depreciation -- (6,109) ------- ------- Deferred tax liabilities (14,792) (24,859) ------- ------- Net deferred tax assets $ 120,583 $ 130,490 ======= =======
SFAS No. 109 requires that a valuation allowance be recorded when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company previously established a valuation allowance for its deferred tax assets which include temporary differences, tax credit carryforwards and certain net operating losses of non-U.S. affiliates. During 1994, the valuation allowance was reduced by $6.0 million. The reduction resulted primarily from the utilization of foreign tax credit carryforwards and the utilization of net operating losses of non-U.S. affiliates. There are $22.0 million of unused foreign tax credits which, if not used, will expire between 1995 and 1998. There are $14.9 million of alternative minimum tax (AMT) credits that can be carried forward indefinitely. QUARTERLY FINANCIAL DATA (unaudited) In the opinion of management, this unaudited quarterly financial summary includes all adjustments necessary to present fairly the results for the periods represented (in thousands, except per share amounts):
Aug. 28, Nov. 27, Feb. 26, May 28, 13 weeks to 1993 1993 1994 1994 - - --------------------------------------------------------------------------------------------- Net sales $ 290,070 $ 317,165 $ 332,825 $ 377,944 Gross profit 135,869 145,214 151,903 172,966 Operating income 14,688 19,107 22,795 30,105 Earnings before taxes 11,295 17,357 23,452 33,782 Net earnings (loss) 9,731 11,455 15,479 24,013 Earnings per share $ 0.32 $ 0.37 $ 0.51 $ 0.80 Dividends per share 0.15 0.15 0.15 0.15 Common stock prices: High $ 27.50 $ 25.50 $ 28.25 $ 33.38 Low 22.13 21.38 21.38 26.00
Aug. 29, Nov. 28, Feb. 27, May 29, 13 weeks to 1992 1992 1993 1993 - - --------------------------------------------------------------------------------------------- Net sales $ 304,624 $ 333,485 $ 311,233 $ 353,036 Gross profit 144,506 163,840 151,162 166,560 Operating income (loss) 13,315 19,128 17,608 (128,681) Earnings (loss) before taxes 9,329 12,777 13,840 (135,005) Net earnings (loss) 9,482 8,433 9,134 (82,134) Earnings (loss) per share $ 0.32 $ 0.28 $ 0.30 $ (2.73) Dividends per share 0.15 0.15 0.15 0.15 Common stock prices: High $ 20.38 $ 22.50 $ 25.25 $ 27.88 16.88 19.38 17.63 22.13
Operating income and net earnings in the fourth quarter of 1993 reflect the impact of pre-tax restructuring charges of $150.0 million. These charges are discussed in the Management Review and Notes to Consolidated Financial Statements. The Company's common stock is traded on the New York and Pacific Stock Exchanges. There were 4,625 shareholders of record at June 23, 1994. The above quoted market prices are the composite prices reported by THE WALL STREET JOURNAL rounded to full cents per share. Dividends are paid at the discretion of the Board of Directors dependent upon their judgment of the Company's future earnings, expenditures and financial condition. 26 CONSOLIDATED FINANCIAL PERFORMANCE
UNAUDITED 1994 1993 1992 1991 1990 - - --------------------------------------------------------------------------------------------- Net sales $ 1,318.0 $ 1,302.4 $ 1,297.2 $ 1,330.9 $ 1,408.3 Gross margin 46.0% 48.1% 49.7% 49.2% 48.4% Research and development expenses 11.6% 12.1% 13.0% 12.9% 13.8% Selling, general, and administrative expenses 27.7% 30.4% 31.4% 30.7% 31.9% Operating margin 6.6% -6.0% 4.1% 6.2% -2.6% Pretax margin 6.5% -7.6% 2.4% 4.7% -4.6% Earnings margin 4.6% -4.2% 1.6% 2.4% -6.2% Net earnings (loss) $ 60.7 $ (55.1) $ 21.0 $ 32.3 $ (87.5) Earnings (loss) per share 2.00 (1.83) 0.71 1.11 (3.02) Dividends per share 0.60 0.60 0.60 0.60 0.60 Cumulative effects on earnings of accounting changes -- $ 3.3 -- -- -- Total assets $ 991.1 $ 984.5 $ 926.8 $ 947.8 $ 1,037.6 Long-term debt 104.1 70.1 84.3 89.1 175.1 Total debt 121.2 139.6 140.0 146.3 260.7 Shareholders' equity 469.5 434.9 489.8 476.6 448.9 Return on equity 13.4% -11.9% 4.3% 7.0% -17.4% Shares outstanding 30.3 30.5 29.6 29.2 29.1 Book value per share $ 15.51 $ 14.27 $ 16.54 $ 16.30 $ 15.45 Closing share price 28.75 22.13 19.13 23.25 14.38 Facilities expenditures $ 70.3 $ 57.8 $ 65.5 $ 67.9 $ 97.1 Depreciation expense 54.9 63.1 65.6 74.6 73.1 Square feet in use 5.0 5.6 6.1 6.4 7.4 Employees 8,468 9,840 11,334 11,947 13,941 Net sales/employee (in thousands) $ 155.6 $ 132.4 $ 114.5 $ 111.4 $ 101.0
AMOUNTS ARE IN MILLIONS, EXCEPT PER SHARE AND EMPLOYEES. RETURNS ARE BASED ON AVERAGE ASSETS. 27 EX-21 13 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 Exhibit 21 Subsidiaries of Tektronix, Inc. Percentage of Voting Name of Subsidiary and Securities Owned by Jurisdiction in Which Organized Immediate Parent _______________________________ ________________ Tektronix Ges.m.b.H. (Austria) 100% Tektronix GmbH (Germany) 100 Tektronix Canada Inc. (Canada) 100 Tektronix Australia Pty. Limited (Australia) 100 Grass Valley Group Pty. Limited (Australia) 100 Tektronix (France) 100 Tektronix N.V. (Belgium) 100 Tektronix, S.A. de C.V. (Mexico) 100 Tektronix A/S (Denmark) 100 Tektronix S.p.A. (Italy) 100 Tektronix Norge A/S (Norway) 100 Tektronix AB (Sweden) 100 Tektronix Oy (Finland) 100 Tektronix Industria e Comercio Ltda. (Brazil) 100 Tektronix Europe B.V. (The Netherlands) 100 The Grass Valley Group, Inc. (California) 100 GVG International, Ltd. (California) 100 GVG Japan, Ltd. (Japan) 100 Grass Valley International, Inc. (Guam) 100 Tektronix International A.G. (Switzerland) 100 Tektronix Holland N.V. 100 (The Netherlands) Page 2. Exhibit 21 Tektronix U.K. Limited 100 (England) GVG Limited (United Kingdom) 100 Bouwerij Heerenveen N.V. 100 (The Netherlands) Tektronix Espanola, S.A. (Spain) 100 Tektronix Development Company (Oregon) 100 Tektronix Foreign Sales Corporation (Guam) 100 Tektronix China, Limited (Hong Kong) 100 Tektronix Hong Kong Limited (Hong Kong) 100 Tektronix International, Inc. (Oregon) 100 Yangzhong Tektronix Electronic Instrument Co., Ltd. 70 (China) Shanghai Tektronix Electronic Instrument Co., Ltd. 65 (China) Chongqing Tektronix Electronic Instrument Co., Ltd. 60 (China) Tektronix Taiwan, Ltd. (Taiwan) 100 Tektronix Properties, Inc. (Oregon) 100 Tektronix Federal Systems, Inc. (Oregon) 100 Tektronix Asia, Ltd. (Oregon) 100 CAChe Scientific, Inc. (Oregon) 70 Tektronix Singapore Pte Ltd (Singapore) 100 Tektronix Sales and Marketing Company (Oregon) 100 Tektronix Korea, Ltd. (Korea) 100 EX-24 14 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 26, 1994 /s/ Paul E. Bragdon ___________________________________ Paul E. Bragdon POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 28, 1994 /s/ Paul C. Ely, Jr. __________________________________ Paul C. Ely, Jr. POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 28, 1994 /s/ A. M. Gleason __________________________________ A. M. Gleason POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 28, 1994 /s/ Wayland R. Hicks __________________________________ Wayland R. Hicks POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 26, 1994 /s/ Jerome J. Meyer ___________________________________ Jerome J. Meyer POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 26, 1994 /s/ Keith R. McKennon _____________________________________ Keith R. McKennon POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 28, 1994 /s/ Andrew V. Smith ____________________________________ Andrew V. Smith POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 11, 1994 /s/ Richard W. Sonnenfeldt --------------------------------- Richard W. Sonnenfeldt POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 27, 1994 /s/ William D. Walker __________________________________ William D. Walker POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 26, 1994 /s/ Jean Vollum _________________________________ Jean Vollum POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 28, 1994 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 28, 1994 /s/ Delbert W. Yocam _________________________________ Delbert W. Yocam EX-13 15 APPENDIX LISTING GRAPHICS IN EX-13 APPENDIX - EXHIBIT 13 APPENDIX GRAPHIC AND IMAGE INFORMATION IN EXHIBIT 13 (See text for tabular version of information.) Page in Annual Report and Exhibit 13 Description of Graphics ----------------- ------------------------------------ 10 Bar chart depicting net earnings (adjusted). 10 Bar chart depicting net earnings (reported). 10 Pie chart depicting 1994 sales by product class. 11 Pie chart depicting 1994 sales by product class. 13 Pie chart depicting market capitalization. 13 Bar chart depicting total debt. -----END PRIVACY-ENHANCED MESSAGE-----