-----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, IqZemL86BSsAvvCde369Vh/NAE8BGZZzGtgEVNl/ehCgdc7H4VJ90lrM5c6qVkHk I+q961QklTCYnyuQxuhbnA== 0000096879-94-000012.txt : 19940823 0000096879-94-000012.hdr.sgml : 19940823 ACCESSION NUMBER: 0000096879-94-000012 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940528 FILED AS OF DATE: 19940816 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04837 FILM NUMBER: 94544501 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 DEF 14A 1 DEFINITIVE PROXY MATERIAL - 1994 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ). Filed by the registrant / x / Filed by a party other than the registrant / / Check the appropriate box: / / Preliminary proxy statement / x / Definitive proxy statement / / Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 TEKTRONIX, INC. _______________________________________________________________________ (Name of Registrant as Specified in Its Charter) TEKTRONIX, INC. _______________________________________________________________________ (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): / x / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Not applicable ______________________________________________________ (2) Aggregate number of securities to which transaction applies: Not applicable ______________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:* Not applicable ______________________________________________________ (4) Proposed maximum aggregate value of transaction: Not applicable ______________________________________________________ / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: Not applicable ______________________________________________________ (2) Form, schedule or registration statement no.: Not applicable ______________________________________________________ (3) Filing party: Not applicable ______________________________________________________ (4) Date filed: Not applicable ______________________________________________________ ____________ * Set forth the amount on which the filing fee is calculated and state how it was determined. August 3, 1994 Dear Shareholder: You are cordially invited to attend the annual meeting of shareholders of Tektronix, Inc., which will be held on Thursday, September 22, 1994, at 10:30 a.m., at the Boston Harbor Hotel at Rowes Wharf, 70 Rowes Wharf, Boston, Massachusetts. The attached notice of meeting and proxy statement describe the matters to be acted upon at the meeting. It is important that your shares be represented and voted at the meeting whether or not you plan to attend. Therefore, we urge you to complete the enclosed proxy and return it in the envelope provided. We look forward to greeting as many of our shareholders as possible. Sincerely, /s/ J.J. Meyer Jerome J. Meyer CHAIRMAN AND CHIEF EXECUTIVE OFFICER NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON SEPTEMBER 22, 1994 To the Shareholders of Tektronix, Inc.: The annual meeting of the shareholders of Tektronix, Inc., an Oregon corporation, will be held in accordance with the bylaws on Thursday, September 22, 1994, at 10:30 a.m., Eastern Time, at the Boston Harbor Hotel at Rowes Wharf, 70 Rowes Wharf, Boston, Massachusetts, for the following purposes: 1. Electing four directors; 2. Voting on approval of proposed amendments to the Company's Stock Incentive Plan to increase the number of shares of Common Stock reserved for issuance under the plan and make certain other changes; and 3. Transacting such other business as may properly come before the meeting. Only shareholders of record at the close of business on Monday, August 1, 1994, will be entitled to notice of, and to vote at, the annual meeting. BY ORDER OF THE BOARD OF DIRECTORS John P. Karalis, Secretary TEKTRONIX, INC. PROXY STATEMENT The annual meeting of shareholders of Tektronix, Inc. (the "Company" or "Tektronix") will be held Thursday, September 22, 1994, at 10:30 a.m., at the Boston Harbor Hotel at Rowes Wharf, 70 Rowes Wharf, Boston Massachusetts. The board of directors of Tektronix has directed that this background material be supplied to help you decide how to vote on the matters to come before the meeting. The enclosed proxy is being solicited by the board. You are invited to use that proxy to vote. The shares represented by the enclosed proxy will be voted if the proxy is properly signed and received before the meeting begins. Solicitation of proxies on behalf of the board of directors may be made by mail, personal interviews, telephone or facsimile by Tektronix officers and employees. Tektronix has also retained Georgeson & Company Inc. to assist in the solicitation of proxies from shareholders (primarily brokers, banks and other institutional shareholders) for a fee estimated at approximately $7,500 plus certain expenses. The costs of such solicitation will be paid by the Company. The approximate date this proxy statement and the accompanying proxy form are first being sent to shareholders is August 12, 1994. Any person giving a proxy in the form accompanying this proxy statement has the power to revoke it at any time before its exercise. The proxy may be revoked by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date. The proxy may also be revoked by affirmatively electing to vote in person while in attendance at the meeting. However, a shareholder who attends the meeting need not revoke the proxy and vote in person unless he or she wishes to do so. There were 30,103,851 Common Shares of the Company outstanding at the close of business on August 1, 1994, the record date for the annual meeting. Each Common Share is entitled to one vote. Participants in the Tektronix 401(k) Plan ("401(k) Plan") have the right to instruct the fiduciary of the plan (or a proxy) how to vote shares allocated to their accounts. Participants in the plan will receive a separate voting direction form on which they may indicate their voting instructions. 1 OWNERSHIP OF SHARES The following table shows ownership of the Common Shares of the Company on July 15, 1994 by each person who, to the knowledge of the board of directors, owned beneficially more than five percent of the Common Shares:
AMOUNT AND NATURE OF APPROXIMATE NAME BENEFICIAL OWNERSHIP PERCENT _________________________________________________________________________ Quantum Industrial Partners LDC, 4,207,100 13.99% George Soros, and Purnendu Chatterjee c/o Soros Fund Management 888 Seventh Avenue New York, NY 10106 FMR Corp. 3,126,014 10.39% 82 Devonshire Street Boston, MA 02109 ____________ 1. Shares held with sole investment and voting power unless otherwise indicated. 2. Quantum Industrial Partners LDC, George Soros, and Purnendu Chatterjee have furnished the Company with a copy of an amended Schedule 13D dated April 15, 1994, filed jointly with the Securities and Exchange Commission. The Schedule 13D reports that at April 15, 1994, (i) George Soros held 1,560,150 Common Shares in his individual capacity, (ii) Purnendu Chatterjee had sole voting and dispositive power over 777,750 Common Shares held by him or a controlled entity, and (iii) Mr. Soros and Mr. Chatterjee had shared voting and dispositive power over 1,869,200 Common Shares held by Quantum Industrial Partners LDC, an investment fund as to which an entity controlled by Mr. Soros is the investment advisor and Mr. Chatterjee is a sub-advisor. 3. FMR Corp. has furnished the Company with a copy of Schedule 13G dated April 8, 1994, filed with the Securities and Exchange Commission. The Schedule 13G reports that at March 31, 1994, FMR Corp. had sole voting and dispositive power over 5,482 Common Shares and sole dispositive power over 3,120,532 Common Shares held by investment companies as to which a subsidiary of FMR Corp. is the investment advisor, including 1,657,800 Common Shares held by Fidelity Magellan Fund.
2 BOARD OF DIRECTORS The board of directors currently consists of 11 members and immediately preceding the annual meeting will consist of ten members. The board is divided pursuant to the bylaws into three classes. One class is elected each year for a three-year term. The term of office of Class II directors expires at the 1994 annual meeting; the term of office of Class III directors expires in 1995; and that of Class I directors expires in 1996 (and in all cases, the terms of the directors will continue until their respective successors are duly elected and have been qualified). The board of directors met six times during the last fiscal year. Each director attended at least 75% of the aggregate of the meetings of the board of directors and of the committees of which he or she was a member except for Mr. Hicks who attended 66% of such meetings. Some important functions of the board are performed by committees of directors. Committees are constituted by the board upon the recommendation of the Chairman. The board has the power to change the responsibilities assigned to any committee and to change the membership of any committee. A brief description of the current board committees follows: The EXECUTIVE COMMITTEE carries out, with certain exceptions, the functions of the board of directors in the intervals between board meetings. The Executive Committee met two times during the last fiscal year. The AUDIT COMMITTEE recommends independent public accountants to be appointed by the board of directors as auditors; reviews the Company's annual consolidated financial statements; and consults from time to time with management, the internal auditors and the Company's independent public accountants to consider financial and accounting matters. The Audit Committee met three times during the last fiscal year. The Committee on Directors seeks qualified candidates to serve on the Company's board of directors and recommends them for the board's consideration. This committee assesses the board's capacity to fulfill requirements of the board's policy with respect to director qualifications, resources and experience, and performance and contribution. The Committee also reviews the board's policy with respect to director qualifications, board membership requirements, and directors' compensation and advises the board on any recommendations for change. The Committee on Directors will consider the names and qualifications of candidates for the board of directors submitted by shareholders in accordance with the procedures described on page 26 of this proxy statement. The Committee on Directors met three times during the last fiscal year. The ORGANIZATION AND COMPENSATION COMMITTEE approves salaries and other compensation of corporate officers and administers the Company's stock incentive plans and executive compensation plans. This includes the granting of stock options, stock bonuses, cash bonuses and incentive awards under these plans. This committee met seven times during the last fiscal year. 3 ITEM 1. ELECTION OF DIRECTORS Action will be taken at the 1994 annual meeting to elect three Class II directors to serve until the 1997 annual meeting of shareholders and one nominee for Class I to serve until the 1996 annual meeting. Those nominees, as well as the Class I and Class III directors who are continuing to serve, are listed below together with certain information about each of them. The nominees for election at the 1994 annual meeting are Keith R. McKennon, Jerome J. Meyer, William D. Walker, and A. Gary Ames. Messrs. McKennon, Meyer and Walker have served as directors since 1991, 1990 and 1980, respectively. Mr. Ames is not currently a director and is standing for election at the annual meeting. Richard W. Sonnenfeldt, a director in Class II, and Andrew V. Smith, a director in Class I, are retiring as directors effective September 21, 1994 as a result of the Company's policy of mandatory retirement for directors at age 70. Directors are elected by a plurality of the votes cast by the shares entitled to vote if a quorum is present at the annual meeting. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the annual meeting but are not counted and have no effect on the determination of whether a plurality exists with respect to a given nominee. CLASS II (TERM ENDING 1997) *KEITH R. MCKENNON, 60, is Chairman of the Board of PacifiCorp (a diversified utility), a position he has held since February 1994. He also serves as Chairman of the Board of Dow Corning Corporation (a chemicals manufacturer). Mr. McKennon was Chairman and Chief Executive Officer of Dow Corning from February 1992 until June 1993. Mr. McKennon served as President of Dow Chemical U.S.A. from 1987 to 1990, and was Executive Vice President of The Dow Chemical Company until his retirement in February 1992. Mr. McKennon has been a director since 1991, and is chairman of the Committee on Directors and a member of the Organization and Compensation Committee. He is a director of PacifiCorp and Dow Corning Corporation. *JEROME J. MEYER, 56, is Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Meyer has been a director since 1990, and became President and Chief Executive Officer of the Company in November 1990. Mr. Meyer was Corporate Vice President of Honeywell Inc. (an electronics manufacturer) from August 1986 until April 1987, and President and Chief Executive Officer of Honeywell Bull Inc., now known as Bull HN Information Systems, Inc., from April 1987 until July 1988. He returned to Honeywell Inc. in July 1988 and served as President of their industrial business until joining Tektronix in November 1990. Mr. Meyer serves on the Executive Committee and Committee on Directors. He is a director of Esterline Technologies, Inc. and Portland General Corporation. *WILLIAM D. WALKER, 63, is Vice Chairman of the Company, a position he has held since 1991. He has been Chairman of the Board of Planar Systems, Inc. (a flat-panel display manufacturer) since 1988, and has served as a director since 1984. Mr. Walker served as President and Chief Operating Officer of the Company from April 1990 until November 1990. From 1984 to 1987, Mr. Walker was Chairman of the Board and Chief Executive Officer of Electro Scientific Industries, Inc. (a laser systems manufacturer). Mr. Walker was Executive Vice President of the Company from 1979 to 1984 and has served as a director since 1980. He is a member of the Audit Committee, the Committee on Directors and the Executive Committee. Mr. Walker is a director of Planar Systems, Inc. 4 CLASS III (TERM ENDING 1995) A.M. GLEASON, 64, is Vice Chairman of PacifiCorp. Mr. Gleason became President of PacifiCorp in 1985, and he was President and Chief Executive Officer of PacifiCorp from January 1989 until February 1994. He has served as a director since 1988 and is chairman of the Executive Committee and a member of the Committee on Directors and the Organization and Compensation Committee. He is a director of PacifiCorp, Blount, Inc., Fred Meyer, Inc. and Comdial Corporation. WAYLAND R. HICKS, 51, will become Chief Executive Officer and Vice Chairman of Nextel Communications, Inc. (a wireless communications company) in September 1994. Mr. Hicks has been Executive Vice President of Xerox Corporation (a document processing company), since 1987. He has served as a director since 1992 and is a member of the Audit Committee and the Committee on Directors. JEAN VOLLUM, 68, is the widow of Howard Vollum, co-founder of the Company. Mrs. Vollum served as chairman of the Board of Trustees of the Tektronix Foundation from May 1986 to May 1993. She has served as a director since 1986 and is a member of the Committee on Directors and the Organization and Compensation Committee. DELBERT W. YOCAM, 50, became President and Chief Operating Officer of the Company in September 1992, and was elected a director in December 1992. Mr. Yocam was Executive Vice President and Chief Operating Officer of Apple Computer (a computer manufacturer) from 1986 to 1988, and President of its Apple Pacific subsidiary until November 1989. Mr. Yocam was an independent consultant from November 1989 until joining Tektronix in 1992. He is a director of AST Research, Inc., Adobe Systems, Inc. and Oracle Corporation. CLASS I (TERM ENDING 1996) PAUL E. BRAGDON, 67, is President of the Medical Research Foundation of Oregon, a position he has held since 1991. Mr. Bragdon was President of Reed College from 1971 until he became President Emeritus on June 30, 1988. From July 1988 until January 1991 he was Assistant to the Governor of the State of Oregon for Education. Mr. Bragdon has served as a director since 1980 and is chairman of the Audit Committee and a member of the Organization and Compensation Committee. PAUL C. ELY, JR., 62, is a general partner of Alpha Partners (a venture capital firm), a position he has held since July 1989. He has also served as Chairman of the Board of The Ask Group, Inc. (a software database company) since February 1994. Mr. Ely was Chairman and Chief Executive Officer of Convergent Technologies (a computer manufacturer) from 1985 to 1989, and in 1989 he also served as Executive Vice President of Unisys Corporation (a computer manufacturer). Mr. Ely has been a director since December 1992 and he is a member of the Executive Committee. He is a director of Parker-Hannifin Corporation and The Ask Group, Inc. *A. GARY AMES, 49, a director nominee, is President and Chief Executive Officer of U S WEST Communications (telecommunications), a position he has held since January 1990. From April 1987 to January 1990, Mr. Ames was President and Chief Executive Officer of Mountain Bell. He is a director of Albertson's, Inc. and Donaldson Company, Inc. ____________ *Nominee for election at 1994 annual meeting. 5 The following table sets forth the beneficial ownership of Common Shares of the Company by the directors and director nominee, certain executive officers and by all executive officers and directors as a group as of July 15, 1994:
NUMBER NAME OF SHARES PERCENT ________________________________________________________________________ A. Gary Ames 1,000 * Paul E. Bragdon 3,011 * Paul C. Ely, Jr. 2,829 * A. M. Gleason 3,411 * Wayland R. Hicks 1,961 * Keith R. McKennon 2,571 * Jerome J. Meyer 391,454 1.30% Andrew V. Smith 4,029 * Richard W. Sonnenfeldt 2,329 * Jean Vollum 978,968 3.25% William D. Walker 116,350 * Delbert W. Yocam 112,372 * Carl W. Neun 151,893 * John P. Karalis 73,659 * John W. Vold 48,446 * All directors and executive 2,170,502 7.21% officers as a group (21 individuals) ____________ * Less than one percent. 1. Unless otherwise indicated, each individual has sole voting and investment power with respect to these shares. 2. Includes shares issued under the Company's Stock Compensation Plan for Non-Employee Directors, including unvested shares issued as follows: Messrs. Bragdon, Gleason and Walker and Mrs. Vollum, 965 shares each; Messrs. Ely and Sonnenfeldt, 1,464 shares each; Mr. Hicks, 1,177 shares; Mr. McKennon, 629 shares; and Mr. Smith, 483 shares. Individuals have sole voting power with respect to these shares. 3. Includes 600 shares owned by Mr. Bragdon jointly with his wife. 4. These shares are held in trust for Mr. Ely. 5. Includes 1,000 shares held by Mr. Gleason's wife, with respect to which Mr. Gleason disclaims beneficial ownership. 6. Includes (i) stock options for 225,000 shares that are currently exercisable or become exercisable before September 14, 1994 under the Company's Stock Incentive Plan; (ii) 100,000 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 1,027 shares held under the 401(k) Plan with respect to which Mr. Meyer has voting but no investment power. 7. Includes 865 shares held in trust for Mr. Sonnenfeldt. 8. Includes (i) 950,968 shares held in trust for Mrs. Vollum, with Mrs. Vollum as trustee with sole investment and voting power; and (ii) 28,000 shares held in trust for a member of Mrs. Vollum's family, with Mrs. Vollum as the sole trustee, for which Mrs. Vollum disclaims beneficial ownership. 9. Includes (i) 200 shares held by Mr. Walker's wife, with respect to which Mr. Walker disclaims beneficial ownership, as well as 53,359 shares held in trust for members of Jean Vollum's family, with Mr. Walker as one of three trustees, with respect to which Mr. Walker disclaims beneficial ownership; and (ii) stock options for 10,000 shares that are currently exercisable or become exercisable before September 14, 1994 under the Company's Stock Incentive Plan. 6 10. Includes (i) stock options for 41,000 shares that are currently exercisable or become exercisable before September 14, 1994 under the Company's Stock Incentive Plan; (ii) 70,500 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 872 shares held under the 401(k) Plan with respect to which Mr. Yocam has voting but no investment power. 11. Includes (i) stock options for 80,000 shares that are currently exercisable or become exercisable before September 14, 1994 under the Company's Stock Incentive Plan; (ii) 71,334 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 559 shares held under the 401(k) Plan with respect to which Mr. Neun has voting but no investment power. 12. Includes (i) stock options for 17,000 shares that are currently exercisable or become exercisable before September 14, 1994 under the Company's Stock Incentive Plan; (ii) 50,000 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 630 shares held under the 401(k) Plan with respect to which Mr. Karalis has voting but no investment power. 13. Includes (i) stock options for 27,000 shares that are currently exercisable or become exercisable before September 14, 1994 under the Company's Stock Incentive Plan; (ii) 13,500 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 846 shares held under the 401(k) Plan with respect to which Mr. Vold has voting but no investment power. 14. Includes (i) 9,077 shares held by the Company for the account of non-employee directors pursuant to the Stock Compensation Plan for Non-Employee Directors; (ii) stock options for 552,300 shares that are currently exercisable or become exercisable before September 14, under the Company's stock option plans (including the Stock Incentive Plan); (iii) 422,334 shares that have been granted subject to forfeiture under certain conditions pursuant to the Company's Stock Incentive Plan; (iv) 7,631 shares held under the 401(k) Plan with respect to which officers and directors have voting but no investment power; and (v) 82,559 shares owned by, or in trust for, members of the families of officers and directors, of which such officers and directors disclaim beneficial ownership.
DIRECTORS' COMPENSATION. Directors who are not employees of the Company receive an annual retainer of $20,000 (plus an additional $3,000 for a committee chairman, except for the chairman of the Executive Committee, and $8,000 for members of the Executive Committee). In 1990 the board adopted a Stock Compensation Plan for Non-Employee Directors providing that $7,500 of the current annual retainer be paid in Tektronix Common Shares. Under this plan, non-employee directors of the Company are awarded $37,500 worth of the Company's Common Shares every five years. Non-employee directors having fewer than five years of service remaining before reaching retirement age receive stock awards equivalent to $7,500 for each remaining year. Shares awarded under this plan are subject to forfeiture over the five-year period following the award (or shorter period to retirement) if the recipient ceases to be a director. The shares awarded under the plan are purchased in the market with funds supplied by the Company, and the certificates are then held by the Company until the forfeiture restrictions lapse. Directors have voting and dividend rights with respect to the shares. Directors who are not employees of the Company also receive $1,200 for each meeting of the board of directors attended and $900 for each committee meeting attended, with the exception of committee meetings held during the time normally scheduled for a board meeting. Directors who are employees of the Company receive no separate compensation as directors. In March 1994 the board adopted a Non-Employee Directors' Deferred Compensation Plan. Under this plan, directors who are not employees may elect to have all or part of their annual cash retainers and meeting fees credited to a deferred compensation cash account. Amounts credited to the account will accrue interest based on the 10-year U.S. Treasury Notes rate adjusted at the end of each calendar quarter. Such deferred amounts will be paid in a single lump-sum payment or in up to five equal annual installments to commence in January after the director ceases to serve on the board or becomes age 65 or older, as specified. 7 EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth certain compensation information for the Chief Executive Officer and each of the next four most highly compensated executive officers of the Company during the last fiscal year ("Named Officers") for services rendered in all capacities for the last three fiscal years.
LONG-TERM ANNUAL COMPENSATION COMPENSATION AWARDS _________________________________ __________________________ OTHER SECURITIES NAME AND ANNUAL RESTRICTED UNDERLYING ALL OTHER PRINCIPAL SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS COMPENSATION POSITION YEAR ($) ($) ($) ($) (#) ($) ________________________________________________________________________________________________________________ Jerome J. Meyer 1994 $521,923 $338,160 $ 25,050 $ 0 50,000 $244,993 Chairman and 1993 500,000 24,750 6,900 499,987 50,000 13,983 Chief Executive 1992 511,923 149,564 - 499,983 50,000 692 Officer Delbert W. Yocam 1994 $425,000 $228,002 $ 15,375 $ 0 40,000 $ 13,896 President and Chief 1993 302,404 229,330 580,428 1,312,500 192,000 11,410 Operating Officer 1992 - - - - - - Carl W. Neun 1994 $350,000 $126,569 $ 66,643 $ 0 25,000 $ 13,300 Vice President and 1993 60,577 27,281 136,998 540,000 185,000 2,181 Chief Financial 1992 - - - - - - Officer John P. Karalis 1994 $225,000 $166,680 $ 85,567 $ 0 13,000 $ 9,433 Vice President, 1993 138,269 50,880 59,201 486,250 31,000 6,631 Corporate 1992 - - - - 0 - Development and Secretary John W. Vold 1994 $230,000 $129,664 $ 8,400 $ 0 13,000 $ 10,018 Vice President and 1993 221,923 62,505 13,800 0 11,000 9,714 President, Pacific 1992 197,788 32,507 - 340,000 0 338 Operations ____________ 1. Includes compensation deferred at the election of the executive under the Company's 401(k) Plan. 2. Includes (i) amounts paid or deferred under the Annual Performance Improvement Plan; (ii) for 1994, special cash bonus amounts; (iii) for 1993 and 1994, amounts paid under the Company's Results Sharing Plan; and (iv) for 1992, cash amounts paid or deferred under the Company's Profit Sharing Plan. The Profit Sharing Plan was replaced by the Results Sharing Plan effective May 31, 1992. 3. Includes dividends paid on performance shares subject to forfeiture restrictions. Does not include certain personal benefits not required to be disclosed. Information for years before 1993 is not required to be disclosed. 4. Represents the fair market value on the grant date multiplied by the number of shares granted. Represents stock bonus awards that are subject to forfeiture only if certain continued employment conditions are not satisfied ("Time-based Awards"), and does not include awards subject to performance conditions which are reported in the Long-Term Incentive Plans table below. Dividends on Time-based Awards are retained by the Company and paid, with interest, upon vesting of the awards. 5. Except as otherwise indicated, represents amounts contributed by the Company under the Company's 401(k) Plan. 8 6. Includes $228,930, which represents nonrefundable costs incurred by the Company in connection with a split dollar life insurance arrangement which provides certain retirement and death benefits to Mr. Meyer. See "Employment Arrangements." 7. Represents 23,255 stock bonus shares granted in 1992 and 23,668 stock bonus shares granted in 1993, in each case subject to one-year vesting from the date of grant. At May 28, 1994, none of Mr. Meyer's shares covered by Time-based Awards remained subject to forfeiture restrictions. 8. Includes moving and relocation expenses paid by the Company in connection with Mr. Yocam's relocation to Oregon. 9. Represents 60,000 stock bonus shares subject to three-year vesting based on continued employment, except that vesting is accelerated upon termination without cause, death or disability. At May 28, 1994, 40,000 of Mr. Yocam's shares covered by Time-based Awards (with a fair market value of $1,150,000) remained subject to forfeiture restrictions. 10. Includes moving and relocation expenses paid by the Company in connection with Mr. Neun's relocation to Oregon. 11. Includes moving and relocation expenses paid by the Company and a cash hiring bonus paid to Mr. Neun in connection with his employment. 12. Represents 20,000 stock bonus shares granted in 1993 subject to three-year vesting based on continued employment, except that vesting is accelerated upon termination without cause, death or disability. At May 28, 1994, 13,334 of Mr. Neun's shares covered by Time-based Awards (with a fair market value of $383,353) remained subject to forfeiture restrictions. 13. Includes a housing allowance and personal travel expenses paid by the Company. 14. Represents 20,000 stock bonus shares granted in 1993 subject to two-year vesting based on continued employment, except that vesting is accelerated upon termination without cause, death or disability. At May 28, 1994, 10,000 of Mr. Karalis' shares covered by Time-based Awards (with a fair market value of $287,500) remained subject to forfeiture restrictions. 15. Represents 20,000 stock bonus shares granted in 1992 subject to two-year vesting. At May 28, 1994, none of Mr. Vold's shares covered by Time-based Awards remained subject to forfeiture restrictions.
STOCK OPTION GRANTS IN LAST FISCAL YEAR The following table provides information on stock options awarded to Named Officers under the Company's Stock Incentive Plan during the last fiscal year.
INDIVIDUAL GRANTS ______________________________________________________ NUMBER OF PERCENT OF SECURITIES TOTAL OPTIONS EXERCISE UNDERLYING GRANTED TO OR BASE GRANT DATE OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE NAME GRANTED(#) FISCAL YEAR ($/Sh) DATE ($) ___________________________________________________________________________________________ Jerome J. Meyer 50,000 6.6% $27.60 6/22/03 $270,000 Delbert W. Yocam 40,000 5.3% 27.60 6/22/03 $216,000 Carl W. Neun 25,000 3.3% 27.60 6/22/03 $135,000 John P. Karalis 13,000 1.7% 27.60 6/22/03 $ 70,200 John W. Vold 13,000 1.7% 27.60 6/22/03 $ 70,200 ____________ 1. Each of the options is a premium stock option granted at 120% of the fair market value on June 15, 1993 pursuant to the Company's Executive Long-Term Incentive Compensation Program. Accordingly, the stock price must increase 20% from the price at the date of grant before any value can be realized by the optionee. Each option becomes exercisable 9 to the extent of 50% of the shares on each of June 15, 1994 and June 15, 1995, and the optionee may exercise the option provided that the optionee has been continuously employed by the Company or one of its subsidiaries. Under the terms of the Company's Stock Incentive Plan, each of the options is subject to accelerated vesting in the event of a future change in control of the Company or the occurrence of certain events indicating an imminent change in control of the Company. Upon such acceleration, the optionee has the right to cause the Company to repurchase the option for a cash amount generally equal to the excess of the highest purchase price paid in connection with the transactions indicating a change in control or potential change and the option price. Under the Stock Incentive Plan vesting is also accelerated upon the death or disability of the optionee. In addition, with respect to options held by Messrs. Meyer, Neun and Karalis, vesting will be accelerated if the optionee is terminated without cause prior to February 2, 1996. 2. Although the Company believes that it is not possible to place a value on an option, in accordance with the rules of the Securities and Exchange Commission, the Company has used a modified Black-Scholes model of option valuation to estimate grant date present value. The assumptions used to estimate the grant date present value of the options in this table were volatility (31.61%), risk-free rate of return (5.96%), dividend yield (2.61%), and time to exercise (10 years), with the resulting value reduced by 29.2% to reflect the risks of forfeiture and early termination of the options. The actual value realized, if any, may vary significantly from the values estimated by this model. Any future values realized will ultimately depend upon the excess of the stock price over the exercise price on the date the option is exercised.
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table indicates (i) stock options exercised by the Named Officers during the last fiscal year; (ii) the number of shares subject to exercisable (vested) and unexercisable (unvested) stock options as of May 28, 1994; and (iii) the fiscal year-end value of "in-the-money" unexercised options.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED NUMBER UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS OF SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END ACQUIRED VALUE ____________________________ ____________________________ NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ________________________________________________________________________________________________________ Jerome J. Meyer 0 0 200,000 100,000 $2,411,250 $ 462,500 Delbert W. Yocam 50,000 $603,125 21,000 161,000 $ 93,450 $1,064,450 Carl W. Neun 0 0 67,500 142,500 $ 165,375 $ 281,625 John P. Karalis 0 0 10,500 33,500 $ 31,975 $ 61,925 John W. Vold 0 0 20,500 18,500 $ 166,975 $ 39,425 ____________ 1. The value realized or the unrealized value of in-the-money options at year-end represents the aggregate difference between the market value on the date of exercise, or at May 28, 1994 in the case of the unrealized values, and the applicable exercise prices. 2. "In-the-money" options are options whose exercise price was less than the market price of Common Shares at May 28, 1994.
10 LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR The following table provides information on long-term performance awards granted to Named Officers under the Company's Stock Incentive Plan during the last fiscal year.
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER SHARES, UNITS OR OTHER NON-STOCK PRICE-BASED PLANS OR OTHER PERIOD UNTIL ___________________________________ NAME RIGHTS(#) MATURATION OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#) ___________________________________________________________________________________________ Jerome J. Meyer 25,000 6/93 - 5/96 5,000 25,000 43,750 52,000 3/94 - 2/96 0 52,000 52,000 Delbert W. Yocam 8,500 6/93 - 5/96 1,700 8,500 14,875 Carl W. Neun 7,000 6/93 - 5/96 1,400 7,000 12,250 40,000 3/94 - 2/96 0 40,000 40,000 John P. Karalis 4,000 6/93 - 5/96 800 4,000 7,000 30,000 3/94 - 2/96 0 30,000 30,000 John W. Vold 4,000 6/93 - 5/96 800 4,000 7,000 ____________ 1. Awards are Performance Share awards under the Company's Executive Long-Term Incentive Compensation Program as described below under "Organization and Compensation Committee Report on Executive Compensation." At the time of the award, the target levels of shares were issued as restricted shares upon which dividends are paid currently. With respect to the awards made to Messrs. Meyer, Neun and Karalis, the continued employment requirements for vesting of the awards will be waived if the recipient is terminated without cause prior to February 2, 1996. 2. Awards are special restricted stock bonus grants related to the achievement of certain goals with respect to repositioning the Company and improving shareholder value as described more fully below under "Organization and Compensation Committee Report on Executive Compensation." Dividends on these awards are retained by the Company and will be paid, with interest, upon vesting of the awards.
PENSION PLAN Under the Company's Pension Plan, the Company is required to contribute amounts sufficient to fund specified retirement benefits for covered employees. Benefits are calculated on the basis of an employee's final average pay and length of service. Final average pay generally means the average of the employee's five highest consecutive annual base pay rates during the last ten years of employment. Benefits are payable upon normal (age 65), early (age 55) or late (after age 65) retirement or death. In general, an employee with 25 years of credited service or more who retires at age 65 will be entitled to receive an annuity for life equal to 25 percent of the employee's final average pay. Employees who are officers or directors of the Company participate in the Pension Plan on the same basis as other employees. Employees of The Grass Valley Group, Inc., participate in a similar pension plan. Employees outside the U.S. are covered under different retirement plans varying from country to country. The following table sets forth estimated annual benefits under the Pension Plan and the Retirement Equalization Plan (described below) for employees of the Company at retirement at various assumed years of service and levels of final average pay based upon retirement at age 65 and the payment of a straight life annuity to the employee. The years of credited service and final average pay for Pension Plan purposes as of May 28, 1994 for the Named Officers are as follows: Mr. Meyer - 3.6 years and $507,500; Mr. Yocam - 1.7 years and $425,000 ; Mr. Neun - 1.2 years and $350,000; Mr. Karalis - 1.8 years and $225,000; and Mr. Vold - 3.3 years and $206,250. 11
Estimated Annual Retirement Benefits Final Credit Years of Service Average Pay 5 10 15 20 25 or more _____________________________________________________________________________ $175,000 $ 8,750 $ 17,500 $ 26,250 $ 35,000 $ 43,750 200,000 10,000 20,000 30,000 40,000 50,000 225,000 11,250 22,500 33,750 45,000 56,250 250,000 12,500 25,000 37,500 50,000 62,500 300,000 15,000 30,000 45,000 60,000 75,000 350,000 17,500 35,000 53,500 70,000 87,500 400,000 20,000 40,000 60,000 80,000 100,000 500,000 25,000 50,000 75,000 100,000 125,000 600,000 30,000 60,000 90,000 120,000 150,000 700,000 35,000 70,000 105,000 140,000 175,000
The Retirement Equalization Plan is a supplemental plan to the Company's Pension Plan to provide covered officers with the total amount of retirement income that they would otherwise receive under the Pension Plan but for certain ceilings imposed by certain sections of the Internal Revenue Code on retirement benefits. Information regarding supplemental retirement arrangements with Mr. Meyer, Mr. Yocam and Mr. Neun are described under Employment Arrangements on page 13. Prior to May 28, 1989, the Company's Pension Plan provided that an employee with 25 years of credited service or more who retired at age 65, in general, would be entitled to an annuity for life equal to 40 percent of the employee's final average pay less 50 percent of the employee's primary social security benefit. The plan was changed effective May 28, 1989 to provide the benefits described above. Employees who had an accrued pension benefit on May 27,1989 will be entitled to receive benefits, to the extent accrued through that date, calculated under the old formula rather than the new formula. Under this provision, certain of the Named Officers, as well as certain other employees, could receive up to 130 percent of the applicable amount set forth in the table, based on current annual base pay rates, under the Pension Plan or the Retirement Equalization Plan for certain highly paid employees. SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS Certain key employees of the Company, including Messrs. Meyer, Yocam, Neun, Karalis and Vold, have Executive Severance Agreements with the Company pursuant to which the employee would receive severance pay in the event that his or her employment is terminated by the Company other than for cause, death or disability. Upon such termination, the employee would receive a severance payment generally equal to his or her annual base salary (except that Mr. Meyer would receive twice his annual base salary), benefits under certain of the Company's incentive plans prorated for the portion of the year during which the employee was a participant and certain outplacement and insurance benefits. If Mr. Neun or Mr. Karalis is terminated without cause, dies or becomes disabled prior to February 2, 1996, he (or his estate) will be entitled to a severance payment equal to twice his annual base salary. No benefits are payable under the Executive Severance Agreement if the employee receives severance payments under any other agreement with the Company. Mr. Meyer's Executive Severance Agreement has been amended to obligate the Company to continue to make payments required under Mr. Meyer's split dollar insurance arrangement until Mr. Meyer reaches age 64 notwithstanding any prior termination of employment. See "Employment Arrangements." Certain key employees of the Company, including Messrs. Meyer, Yocam, Neun, Karalis and Vold, have employment agreements with the Company pursuant to which, in the event of a tender or exchange offer for more than 25 percent of the Company's outstanding stock, the employee has agreed to remain with the Company until such offer has been terminated or abandoned or a change in control of the Company has occurred. Except for this agreement by the 12 employee to remain so employed by the Company, either the Company or the employee may terminate the employment at any time, subject to the Company's obligation to provide benefits specified in the agreement following a change in control. The agreements continue in effect until December 31, 1994, and are generally automatically renewed on an annual basis. Prior to a change in control, the Company may terminate any of the agreements (other than the agreement with Mr. Meyer) if there is a change in the employee's position other than as a result of a promotion. In the event the employee is terminated within 24 months following a change in control, the employee is entitled to a cash severance payment equal to three times his annual base salary based on the salary in effect prior to termination and certain relocation and insurance benefits. However, such amounts will not be payable if termination is due to death, normal retirement or voluntary action of the employee other than for good reason, or by the Company for cause or permanent disability. EMPLOYMENT ARRANGEMENTS In connection with his employment as Chairman and Chief Executive Officer, which began in November 1990, the Company agreed to provide Jerome J. Meyer with supplemental retirement benefits which, together with retirement benefits from his previous employer and amounts payable under the Company's Pension Plan and Retirement Equalization Plan, would result in an annual retirement benefit upon retirement at age 62 equal to 50% of his final average pay, which for this purpose is the average of the annual cash compensation received by him during each of his final five years. Total annual retirement benefits at reduced levels, but not less than $225,000 per year, are payable upon earlier retirement. In 1993 the Company entered into a split dollar life insurance arrangement designed to fund a substantial portion of this supplemental retirement obligation. Amounts paid by the Company under this split dollar arrangement are included in the Summary Compensation Table. In connection with his employment as President, which began in September 1992, the Company agreed to pay Delbert W. Yocam an annual salary of $425,000 during his second and third years with the Company and to pay these amounts in the event of death, disability or termination without cause. In accordance with this employment agreement, Mr. Yocam was guaranteed during his second and third years a minimum leverage percentage under the Company's Annual Performance Improvement Plan so that performance at target would result in a payment equal to 50% of his base pay. Mr. Yocam is entitled to supplemental retirement benefits in the event that he retires at age 62. The amount of the annual benefits will be equal to his final average cash compensation multiplied by his years of service multiplied by .0275, less certain benefits under the Company's Pension Plan, Retirement Equalization Plan and 401(k) Plan. Retirement benefits at a lower level are payable in the event Mr. Yocam retires at age 55 with five years of service. In connection with his employment as Vice President and Chief Financial Officer, which began in March 1993, the Company has agreed to provide Carl W. Neun with supplemental retirement benefits which, together with amounts payable under the Company's Pension Plan and Retirement Equalization Plan, would result in an annual retirement benefit equal to a percentage of his final average pay, which for this purpose is the average of the annual cash compensation received by him during each of his final five years. The percentage of final average pay payable as a total annual retirement benefit ranges from 35% upon retirement at age 55 to 55% upon retirement at age 62. The Company expects to fund a portion of Mr. Neun's supplemental retirement benefits through a proposed split dollar life insurance arrangement similar to the arrangement entered into for Mr. Meyer. In accordance with his employment agreement, Mr. Neun was guaranteed a minimum of $140,000 under the Company's Annual Performance Improvement Plan for the first 12 months of his employment. 13 ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ORGANIZATION AND COMPENSATION COMMITTEE The Organization and Compensation Committee of the board of directors (the "Committee") consists of five outside directors. Pursuant to authority delegated by the board of directors, the Committee approves compensation of executive officers, including the chief executive officer. The Committee is also responsible for developing executive compensation programs and administering the Company's stock incentive and executive compensation plans. OVERALL POLICY The board of directors and the Committee believe that the Company's total executive compensation programs should be related to corporate performance and improvement in shareholder value. The Company has developed a total compensation strategy that ties a significant portion of executive compensation to achievement of pre-established financial results and appreciation of the Company's common stock price. The primary objectives of these executive compensation programs are to: . Attract and retain talented executives; . Motivate executives to achieve long-term business strategies while achieving near-term financial targets; . Align executive performance with Tektronix' goals for delivering shareholder value; and . Provide incentive for consistently achieving Tektronix' goal for returns on investment. The Company has base pay, annual incentive and long-term incentive compensation programs for its executives, as well as retirement and 401(k) plans. These programs are designed both to support the Company's stated compensation policy and to offer compensation that is competitive with compensation offered by companies of similar size and complexity within the electronics and similar industries. The Committee uses comparative information from a group of companies in the electronics industry for establishing executive compensation and Company performance goals. The Committee also relies on advice from outside compensation and benefits consultants. BASE SALARIES Base salaries for executive officers are initially determined by evaluating the responsibilities of the position and the experience of the individual, and by reference to the competitive marketplace for corporate executives, including a comparison to base salaries for comparable positions at other similarly sized electronics companies. Salaries are generally in the middle range of salaries at the comparable companies. Annual salary adjustments are determined by evaluating the performance of the Company and each executive officer, and also take into account any new responsibilities as well as salaries for comparable positions at peer companies. In the case of an executive officer with responsibility for a particular business unit, such unit's financial results are also considered. The Committee, when appropriate, also considers non-financial performance measures that focus attention on improvement in management processes such as inventory turns, timely new product introductions and development of key contributors. 14 ANNUAL PERFORMANCE IMPROVEMENT PLAN; SPECIAL BONUSES Tektronix' executive officers are eligible to participate in the Company's Annual Performance Improvement Plan, an annual cash incentive compensation plan. For the last fiscal year, Company and, where appropriate, business unit performance objectives were established at the beginning of the fiscal year. Participants' performance measurements had established thresholds, targets and maximums that determined the amount of cash payments under the plan. The Company's performance objectives for the last fiscal year were specified levels of net sales and of operating income (excluding nonrecurring items at the discretion of the Committee). Individual performance objectives for an executive officer with responsibility for a particular business unit included financial objectives for the unit. Incentive target performance is based on the Company's annual operating plan approved by the board of directors. For the last fiscal year, financial measures represented 100 percent of the basis for any incentive award to an executive officer provided by the plan. The minimum level of operating income required in order for payments to be made to executive officers was selected to ensure that executive officers would not receive incentive payments under this plan if employees generally did not receive Results Sharing Plan payments under the plan described below (except that certain executive officers were guaranteed minimum payments pursuant to their employment agreements). The Committee establishes target incentive opportunities based on the responsibilities of the position, the ability of the position to impact financial and corporate goals and a comparison of incentives provided to comparable positions at other similarly sized electronics companies, with incentives targeted in the middle range of the comparable companies. For fiscal 1994, the Committee determined to pay cash bonuses to selected executive officers in addition to the amounts calculated under the Annual Performance Improvement Plan. These special bonuses were paid based on subjective determinations by the Committee that significant achievements had been made in meeting corporate objectives during the year that were not adequately reflected in the awards calculated under the Annual Performance Improvement Plan. RESULTS SHARING PLAN Most regular employees of Tektronix participate in the Results Sharing Plan. Benefits from the Results Sharing Plan are based on consolidated operating income, to the extent that operating income before results sharing and other incentives (excluding nonrecurring items at the discretion of the Committee) exceeds a threshold amount that is determined in advance for each year. Accordingly, in contrast to the Profit Sharing Plan it replaced, the Results Sharing Plan requires employees to produce a predetermined threshold of operating income for the shareholders before receiving any benefits. For the last fiscal year, the threshold established was $17 million of operating income for each fiscal quarter. Payments, calculated as a percent of base pay, would range upward from zero at the threshold; at $34 million the payments would have been calculated as six percent of base pay. Payments under this plan are made quarterly. EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PROGRAM In December 1992 the Committee adopted the Executive Long-Term Incentive Compensation Program to provide an incentive and reward key, selected executives for improving total shareholder value. The Committee expects that awards will be made annually to selected executives under this program. This program was adopted to align executive long-term interests with the interests of shareholders and the performance of Company operations. The Executive Long-Term Incentive Compensation Program is comprised of two elements: stock 15 options issued at a premium over fair market value and stock grants issued with three-year performance vesting (performance shares). The options and performance shares are issued pursuant to the Company's Stock Incentive Plan. Participant awards (including awards to the chief executive officer) reflect job responsibilities and estimated long-term incentive values based in part on compensation data from a comparative group of electronics companies. Awards under this program are designed to provide compensation opportunities in the high range of values for similar positions in the electronics industry, but also with high levels of performance required to receive these values. Of the total estimated award value, one half is awarded in premium stock options and the remaining half in performance shares. PREMIUM STOCK OPTIONS are granted at an exercise price that is higher than the fair market value on the date of the grant. The Committee will determine annually the amount of premium added to the stock's fair market value. This determination, while not pursuant to a specific formula, includes factors such as the Company's recent and expected performance, the volatility of the Company's stock and the potential price appreciation determined by using an option pricing model. Options awarded in June 1993 had a 20 percent premium over fair market value; these options have a ten-year term and vest two years from the grant date (50% at the completion of each year of employment). Prior to December 1992, the Company granted stock options to executives at fair market value, and the Company continues to grant stock options at fair market value to new executive officers as a further inducement to join the Company. PERFORMANCE SHARES are granted contingent upon the Company's performance over a three-fiscal-year period and upon the executive officer remaining in the same position with the Company during this period (except in the case of death or disability or a change in position approved by the Committee). The performance shares granted during the last fiscal year relate to Company performance during the fiscal years ending in 1994, 1995 and 1996. The performance measurements are average return on equity and relative total shareholder return. Average return on equity is defined as the three-year average consolidated net income divided by the three-year average consolidated book value. Relative total shareholder return is defined as total stock price appreciation plus dividends paid during the three-year performance period divided by the initial stock price. Tektronix compares its total shareholder return to a group of electronics companies selected by the Committee. The shares will be earned based on the Company's performance during the three-year period. Any performance shares that are not earned will be forfeited to the Company. If the Company's average return on equity and total shareholder return exceed certain levels, the executive would earn performance shares equal to 1.75 multiplied by the number of original performance shares (or an equivalent amount in cash at the election of the Company). The Company also grants stock bonuses contingent on continued employment with the Company or performance objectives to new executive officers as a further inducement to join the Company. From time to time the Company also grants stock bonuses to executive officers contingent on specific performance objectives relating to that executive officer's position. In March 1994 the Company made special restricted stock bonus grants to certain executive officers which are subject to forfeiture if, in the discretion of the Committee, the Company shall not have successfully implemented its plan for repositioning the Company and improving shareholder value by achieving specified strategic goals by February 2, 1996. A determination may be made that none, some or all of the shares have been earned or forfeited. The awards are also subject to the executive officer being continuously employed by the Company except in the event of termination without cause, death or disability. The awards were made to help retain the executive officers during the Company's period of transition and restructuring and to provide specific incentives relating to the achievement of the Company's strategic goals. 16 RETIREMENT PLANS The Company makes contributions for eligible employees (including executive officers) under its Pension Plan (see "Pension Plan") and its 401(k) Plan. Under the 401(k) Plan, eligible employees may elect to have up to 15 percent of their pay contributed to the plan. The Company makes matching contributions equal to 60 percent of the elective contributions that do not exceed five percent of the participant's compensation, subject to tax limitations. The Company also makes fixed contributions equal to two percent of the participant's compensation. All fixed and matching contributions by the Company are invested entirely in Common Shares of the Company. DEDUCTIBILITY OF COMPENSATION Section 162(m) of the Internal Revenue Code of 1986, as adopted in 1993, limits to $1,000,000 per person the amount that the Company may deduct for compensation paid to any of its most highly compensated officers in any year after fiscal 1994. The levels of salary and annual cash bonus generally paid by the Company do not exceed this limit. The $1,000,000 cap on deductibility will not apply to compensation that qualifies as "performance-based compensation". Under proposed regulations, performance-based compensation includes compensation received through the exercise of a non-statutory stock option that meets certain requirements. This option exercise compensation is equal to the excess of the market price at the time of exercise over the option price and, unless limited by Section 162(m), is generally deductible by the Company. It is the Company's current policy generally to grant options that meet the requirements of the proposed regulations. The Company's Stock Incentive Plan is proposed to be amended to meet one of those requirements. See "Proposal to Amend the Stock Incentive Plan." The Stock Incentive Plan is also proposed to be amended to permit compensation received on vesting of awards similar to the performance share awards that have been made under the Company's Executive Long-Term Incentive Compensation Program to qualify as "performance-based compensation" under the proposed regulations. However, in light of the recent adoption of Section 162(m) and the lack of final regulations thereunder, the Committee has not yet determined its policy with respect to the qualification of future performance share awards as performance-based compensation. COMPENSATION OF CHIEF EXECUTIVE OFFICER In September 1993, the Committee set Jerome J. Meyer's salary at $530,000, an increase of 6 percent and the first salary increase since Mr. Meyer joined the Company in November 1990. With respect to Mr. Meyer's salary increase, the Committee took into account a comparison of base salaries of chief executive officers of peer companies, the Company's success in meeting its performance objectives, the performance of the Company's common stock, and the assessment by the Committee of Mr. Meyer's individual performance and contributions. The Committee believes that Mr. Meyer's annual base salary falls within the middle range of salaries for similar positions at similar companies. Mr. Meyer's participation under the Annual Performance Improvement Plan (APIP) for the last fiscal year was tied to the Company achieving pre-established levels of net sales and operating income before results sharing and other incentives. The Committee believes that Mr. Meyer's targeted APIP level was within the middle range of bonus opportunities for similar positions at similar companies. Mr. Meyer's APIP payment for the last fiscal year was $262,414. Mr. Meyer also received a special bonus of $60,000 based on the achievement of 17 corporate objectives during the year. Mr. Meyer received payments under the Results Sharing Plan equal to 2.9 percent of his base pay in accordance with the terms of the plan applicable to all employees. In June 1993 Mr. Meyer was granted premium stock options for 50,000 shares, and in September 1993 Mr. Meyer was granted 25,000 performance shares pursuant to the criteria described above with respect to the Executive Long-Term Incentive Compensation Program. In March 1994 Mr. Meyer was granted 52,000 performance shares under the special restricted stock bonus grants discussed above. Committee report submitted by: Andrew V. Smith, Chairman Paul E. Bragdon A.M. Gleason Kieht R. McKennon Jean Vollum 18 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN The graph below compares the cumulative total shareholder return on the Company's Common Shares with the Standard & Poor's 500 Stock Index and the Standard & Poor's High Technology Composite Index. The graph assumes $100 invested on May 27, 1989 in Tektronix Common Shares and $100 invested at that time in each of the S&P indexes. Although Tektronix does not have a dividend reinvestment plan, the comparison assumes that all dividends are reinvested. [Performance graph located here. Points plotted on the graph are shown below.]
1989 1990 1991 1992 1993 1994 ____ ____ ____ ____ ____ ____ S&P 500 100.00 116.42 130.08 142.93 159.43 166.15 High Tech Composite 100.00 111.19 111.49 112.51 129.57 145.41 Tektronix 100.00 63.49 103.33 89.96 107.00 140.52
19 ITEM 2. PROPOSAL TO AMEND THE STOCK INCENTIVE PLAN In 1989 the board of directors adopted and the shareholders approved the Stock Incentive Plan (the "Incentive Plan"). The Incentive Plan provided for the reservation of Common Shares of the Company (subject to adjustment for changes in capitalization) for issuance pursuant to the Incentive Plan in the amount of 3,000,000 Common Shares plus any shares available for grant under the 1982 Stock Option Plan (the "1982 Plan") and the Key Employee Stock Bonus Plan, or that may subsequently become available for grant under such plans through the expiration, termination, forfeiture or cancellation of awards under such plans. The Incentive Plan provides for the grant of Incentive Stock Options, non-statutory stock options, stock appreciation rights, cash bonus rights, performance units, the award of stock bonuses and the sale of restricted stock. At June 15, 1994, 2,609,102 shares were subject to outstanding options and stock bonuses and 1,061,546 shares were available for future grants. There were also 553,712 shares subject to outstanding options under the 1982 Plan as of June 15, 1994. The Company does not intend to make any further grants under the 1982 Plan. PROPOSED AMENDMENTS The board of directors believes that the availability of stock options and related incentives is an important factor in the Company's ability to attract and retain experienced and competent employees and to provide an incentive for them to exert their best efforts on behalf of the Company. The Incentive Plan provides flexibility in determining the nature of the incentives to be awarded employees. Because at June 15, 1994 there were only 1,061,546 Common Shares available for future grants under the Incentive Plan, the board of directors has proposed an amendment to the Incentive Plan which, if approved by shareholders, would reserve an additional 1,500,000 Common Shares of the Company (subject to adjustment for changes in capitalization) for future grants under the Incentive Plan. Pursuant to a stock repurchase program first announced in March 1993, the Company repurchased during the last fiscal year 1,337,900 Common Shares in the open market for the purpose of offsetting future share issuances from the exercise of options under the Incentive Plan. In addition, in response to the proposed regulations under new Section 162(m) of the Internal Revenue Code of 1986, the board of directors has approved amendments to the Incentive Plan, subject to shareholder approval, to (i) establish per-employee limits on grants of options and stock appreciation rights under the plan of 500,000 shares for new hires and 200,000 shares annually otherwise, and (ii) permit the grant of stock and dollar awards that will qualify as "performance-based compensation" under the proposed regulations. See "Tax Consequences." Certain provisions of the Incentive Plan are summarized below. The complete text of the Incentive Plan, as proposed to be amended, is attached to this proxy statement as Appendix A. DESCRIPTION OF STOCK INCENTIVE PLAN ELIGIBILITY. All employees of the Company and its subsidiaries, including employees who are officers or directors, are eligible to be selected for awards under the Incentive Plan. ADMINISTRATION. The Incentive Plan is administered by the Organization and Compensation Committee of the board of directors (the "Committee"). If the Committee ceases to administer the plan, the administrative action described below will be taken by the board of directors. The Committee may promulgate rules and regulations for the operation of the plan, will interpret the plan and related agreements and will generally supervise the administration of the plan. The Committee will determine the employees to whom awards will be made under the Incentive Plan, the amount of the awards and the other terms and conditions of 20 the awards. Among other actions, the Committee may advance the lapse of any waiting period, accelerate any exercise date and waive or modify any restriction with respect to an award. The Committee may also give an employee an election to surrender an existing award in exchange for the grant of a new award. TERM OF PLAN. The Incentive Plan will continue until all shares available for issuance under the Incentive Plan have been issued and all restrictions on such shares have lapsed. The board of directors has the power to suspend or terminate the Incentive Plan at any time. The board of directors may also modify or amend the Incentive Plan at any time. STOCK OPTIONS. Stock options may be granted to employees under the Incentive Plan. The Committee will determine the employees to whom options will be granted, the option price, the number of shares to be covered by each option, the period of each option and the times at which options may be exercised and whether the option is an Incentive Stock Option (intended to meet all of the requirements of an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of 1986, as amended) or a non-statutory option. If the option is an Incentive Stock Option, the option price cannot be less than 100 percent of the fair market value of the Common Shares on the date of grant. The total number of shares which may be issued under the plan upon exercise of Incentive Stock Options may not exceed 4,500,000 shares (subject to adjustment for changes in capitalization). If an optionee of an Incentive Stock Option at the time of grant owns stock possessing more than 10 percent of the combined voting power of the Company, the option price may not be less than 110 percent of the fair market value of the Common Shares on the date of grant. If the option is a non-statutory stock option, the option price cannot be less than 50 percent of the fair market value of the Common Shares on the date of the grant. As proposed to be amended, the Incentive Plan will provide that no employee may be granted options or stock appreciation rights under the Plan for more than an aggregate of 500,000 shares in connection with hiring of the employee or 200,000 shares in any fiscal year otherwise. The Incentive Plan limits the amount of Incentive Stock Options that may vest under the plan in any year to $100,000 per employee, based on the fair market value on the grant date of shares covered by such options. For purposes of options and stock appreciation rights, the fair market value of Common Shares is deemed to be the closing price of the shares as reported in the NYSE-Composite Transactions in The Wall Street Journal, or such other reported value of the Common Shares as shall be specified by the Committee, on the trading day preceding the date for which the fair market value is determined. No monetary consideration is paid to the Company upon the granting of options. On August 1, 1994, the closing price of the Common Shares as reported in the NYSE Composite Transactions in The Wall Street Journal was $31.125 per share. At the time of option grant or thereafter the Committee may provide that an optionee who exercised an option with Common Shares of the Company shall automatically receive a new option to purchase additional shares equal to the number of shares surrendered and the Committee may specify the terms and conditions of the new options. Options may be granted for varying periods established at the time of grant (not to exceed 10 years from the date of the grant for Incentive Stock Options) and are nontransferable except on death of the holder. Options are exercisable in accordance with the terms of an option agreement entered into at the time of the grant. Options may be exercised only while an optionee is in the employ of the Company or one of its subsidiaries or within three months following termination of employment or within one year after the death of the optionee. If the termination of employment is as a result of death or disability, the option may be exercised free of any limitations on the amount which may be purchased in any one year specified in the option agreement. If the employment of the optionee terminates when the optionee is eligible for retirement under the Tektronix Pension Plan (the optionee is age 55 or older), other than as a result of death or disability, the outstanding options and with the approval of the Committee, stock appreciation rights, held by the optionee may be exercised by the optionee 21 at any time prior to the expiration date of the option, the expiration of five years after the date of such termination, or the expiration of three months after the optionee's death following termination, whichever is the shortest period, but only if and to the extent the optionee was entitled to exercise the option at the date of termination of employment. The Committee may cancel such options and stock appreciation rights of the retiree at any time prior to exercise unless certain conditions are satisfied concerning rendering services for a competitor, nondisclosure of confidential information and assignment of inventions. The Incentive Plan provides that upon a termination of employment the Committee may extend the exercise period for any period up to the expiration date of the option and may increase the portion of the option that is exercisable. The purchase price for shares purchased pursuant to the exercise of options must be paid in cash, including cash that may be the proceeds of a loan from the Company, or with the consent of the Committee, in whole or in part in Common Shares, restricted stock, performance units or other contingent awards, deferred compensation credits and other forms of consideration. With the consent of the Committee, an optionee may request the Company to apply the shares to be received on exercise of a portion of an option to satisfy the option price for additional portions of the option until the entire option is exercised. Upon the exercise of an option, the number of shares subject to the option and the number of shares available for issuance under the Incentive Plan are reduced by the number of shares with respect to which the option is exercised. Option shares which are not purchased prior to the expiration, termination or cancellation of the options are again available for future awards under the plan. STOCK APPRECIATION RIGHTS. Stock appreciation rights ("SARs") may be granted to employees under the Incentive Plan. SARs may, but need not, be granted in connection with an option grant or an outstanding option previously granted under the Incentive Plan. A SAR gives the holder the right to payment from the Company of an amount equal in value to the excess of the fair market value on the date of exercise of one Common Share of the Company over its fair market value on the date of grant or, if granted in connection with an option, the option price per share under the option to which the SAR relates, times the number of shares covered by the SAR or option, or portion thereof, which is surrendered. The holder does not pay the Company anything upon grant or exercise of a SAR (other than tax withholding amounts upon exercise). A SAR is exercisable only at the time or times established by the Committee. If a SAR is granted in connection with an option, it is exercisable only to the extent and on the same conditions that the related option is exercisable. No SAR granted to an officer or director can be exercised during the first 6 months after the date of grant. Payment by the Company upon exercise of a SAR may be made in Common Shares of the Company valued at fair market value, or in cash, or partly in stock and partly in cash, as determined by the Committee. The Committee may withdraw any SAR granted under the Incentive Plan at any time and may impose any conditions upon the exercise of a SAR or adopt rules and regulations from time to time affecting the rights of holders of SARs. If a SAR is not exercised prior to the expiration, termination or cancellation of the SAR, the unissued shares subject to the SAR are again available for issuance under the plan. The existence of SARs, as well as certain bonus rights described below, will require charges to the Company's income over the life of the right based upon the amount of appreciation, if any, in the market value of the Common Shares of the Company over the exercise prices of shares subject to exercisable SARs or bonus rights. Cash payments for SARs do not reduce the number of shares reserved for issuance under the plan. STOCK BONUSES. The Committee may award Common Shares of the Company to employees as a stock bonus under the Incentive Plan. The Committee will determine the employees to receive stock bonuses, the number of shares to be awarded and the time of the award. No cash consideration (other than tax withholding amounts) will be paid by employees to the Company in connection with stock bonuses. Shares received as a stock bonus are subject to 22 the terms, conditions and restrictions determined by the Committee. Restrictions may include restrictions concerning transferability and forfeiture of the shares. Stock bonus shares which are forfeited to the Company are again available for issuance under the plan. RESTRICTED STOCK. The Incentive Plan provides that the Company may issue restricted shares to employees in such amounts, for such consideration (including promissory notes and services), subject to such restrictions and on such terms as the Committee may determine. Restrictions may include restrictions concerning transferability, repurchase by the Company and forfeiture of the shares. No restricted shares may be issued for consideration that is less than 50 percent of the fair market value of the Common Shares at the time of issuance. Restricted shares which are forfeited to or repurchased by the Company are again available for issuance under the plan. CASH BONUS RIGHTS. The Committee may grant cash bonus rights under the Incentive Plan in connection with (i) option grants and SARs, (ii) stock bonus awards and (iii) restricted stock sales under the Incentive Plan. Bonus rights may be used to provide cash to employees for the payment of taxes in connection with awards under the Incentive Plan. Bonus rights granted in connection with options entitle the optionee to a cash bonus if and when the related option is exercised or terminates in connection with the exercise of a SAR related to the option. If the shares are purchased on the exercise of an option, the amount of the bonus is equal to the difference between the aggregate exercise price of the surrendered option and the fair market value of shares subject to the option on the exercise date, multiplied by a bonus percentage determined by the Committee not to exceed 75 percent. If an optionee exercises a related SAR in connection with the termination of an option, the bonus amount is determined by multiplying the total fair market value of the shares and cash received upon exercise of the SAR by the applicable bonus percentage. Bonus rights granted in connection with stock bonuses entitle the recipient to a cash bonus, in an amount determined by the Committee, at the time the shares are awarded or at such time as any restrictions to which the shares are subject lapse. Bonus rights granted in connection with restricted stock purchases entitle the recipient to a cash bonus in an amount determined by the Committee, payable as determined by the Committee. Bonus rights granted in connection with restricted stock purchases or stock bonuses terminate in the event that restricted stock is repurchased by the Company or forfeited by the holder pursuant to the restrictions. The payment of a cash bonus does not reduce the number of shares reserved under the plan. PERFORMANCE-BASED AWARDS. As proposed to be amended, the Incentive Plan will include, in place of the previous section authorizing performance units, a new Section 11 on awards ("Performance-based Awards") designed to respond to the proposed regulations under new Section 162(m) of the Internal Revenue Code of 1986, as amended. Under this proposed amendment, the Committee may grant Performance-based Awards denominated either in Common Shares or in dollar amounts. All or part of the awards will be earned if performance goals established by the Committee for the period covered by the award are met and the employee satisfies any other restrictions established by the Committee. The performance goals will be expressed as one or more targeted levels of performance with respect to one or more of the following objective measures with respect to the Company or any subsidiary, division or other unit of the Company: earnings, earnings per share, total shareholder return (stock price increase plus dividends), return on equity, return on assets, revenues, operating income, inventories, inventory turns, cash flows or any of the foregoing before the effect of acquisitions, divestitures, accounting changes, and restructuring and special charges. Performance-based Awards may be paid in cash or Common Shares and may be made as awards of restricted shares subject to forfeiture if performance goals are not satisfied, as determined by the Committee. No employee may receive in any fiscal year Performance-based Awards denominated in Common Shares under which more than 100,000 shares may be issued or Performance-based Awards denominated in dollars under which more than $750,000 may be paid. The payment of a Performance-based Award in cash will not reduce the number of shares reserved under the plan. 23 ACCELERATION IN CERTAIN EVENTS. The Incentive Plan provides for accelerated vesting of options and SARs granted under the Incentive Plan in the event of a future change in control of the Company or the occurrence of certain events indicating an imminent change in control of the Company as specified in the Incentive Plan. Upon such an acceleration, holders of options have the right to have the Company repurchase such options for cash, and SARs shall be exercisable only for cash. The repurchase price of options and the amount payable upon exercise of SARs is calculated according to a formula set forth in the Incentive Plan and is generally equal to the excess of the highest purchase price paid in connection with the transactions indicating a change in control or potential change and the option price. The special acceleration provision may, in certain circumstances, tend to discourage attempts to take over the Company. FOREIGN QUALIFIED GRANTS. Awards under the plan may be granted to employees who are residing in foreign jurisdictions, and the Committee may adopt such supplements to the plan as may be necessary to comply with local laws and to afford participants favorable treatment under such laws, provided that no award may be granted under any such supplement with terms which are more beneficial to the participants than are permitted by the plan. CORPORATE MERGERS. The Committee may make awards under the Incentive Plan that have terms and conditions that vary from those specified in the plan when such awards are granted in substitution for, or in connection with the assumption of, existing awards made by another corporation and assumed or otherwise agreed to be provided for by the Company in connection with a corporate merger or other similar transaction to which the Company or a subsidiary is a party. TAX CONSEQUENCES Certain options authorized to be granted under the Incentive Plan are intended to qualify as "Incentive Stock Options" for federal income tax purposes. Under federal income tax law currently in effect, the optionee will recognize no income upon grant or exercise of the Incentive Stock Option. If an employee exercises an Incentive Stock Option and does not dispose of any of the option shares within two years following the date of grant and within one year following the date of exercise, then the gain will be realized only upon subsequent disposition of the shares. If an employee disposes of shares acquired upon exercise of an Incentive Stock Option before the expiration of either the one-year holding period or the two-year waiting period, any amount realized will be taxable for federal income tax purposes in the year of such disqualifying disposition to the extent that the lesser of the fair market value of the shares on the exercise date or the fair market value of the shares on the date of disposition exceeds the option price. The Company will not be allowed any deduction for federal income tax purposes at either the time of the grant or exercise of an Incentive Stock Option. Upon any disqualifying disposition by an employee, the Company will be entitled to a deduction to the extent the employee realizes income. Certain options authorized to be granted under the Incentive Plan will be treated as non-statutory stock options for federal income tax purposes. Under federal income tax law presently in effect, no income is realized by the grantee of a non-statutory option pursuant to the Incentive Plan until the option is exercised. At the time of exercise of a non-statutory option, the optionee will realize income, and the Company will generally be entitled to a deduction, in the amount by which the market value of the shares subject to the option at the time of exercise exceeds the exercise price. The Company's deduction is conditioned upon withholding on the income amount. Upon the sale of shares acquired upon exercise of a non-statutory option, the excess of the amount realized from the sale over the market value of the shares on the date of exercise will be taxable. 24 An employee who receives stock in connection with the performance of services will generally realize taxable income at the time of receipt unless the shares are substantially nonvested for purposes of Section 83 of the Internal Revenue Code of 1986, as amended. Absent an election under Section 83(b), an employee who receives substantially nonvested stock in connection with performance of services will realize taxable income in each year in which a portion of the shares substantially vest. The Company will be entitled to a tax deduction in the amount includible as income by the employee at the same time or times as the employee recognizes income with respect to the shares. The Company's deduction is conditioned upon withholding upon the income amount. A participant who receives a cash bonus right under the plan will generally recognize income equal to the amount of a cash bonus paid at the time of receipt, and the Company will generally be entitled to a deduction equal to the income recognized by the participant. Section 162(m) of the Internal Revenue Code of 1986, as adopted in 1993, limits to $1,000,000 per person the amount that the Company may deduct for compensation paid to any of its most highly compensated officers in any year after fiscal 1994. Under proposed regulations, compensation received through the exercise of an option or stock appreciation right or through other performance-based awards will not be subject to the $1,000,000 limit if the option, stock appreciation right or other award and the plan meet certain requirements. One such requirement for options and stock appreciation rights is that shareholders approve per-employee limits on the number of shares as to which options and stock appreciation rights may be granted, as proposed in this proposal. For other performance-based awards, shareholders must approve the performance criteria upon which award payouts will be based and the maximum amount payable under awards, both of which are set forth in the proposed new Section 11 of the Incentive Plan on Performance-based Awards. Another requirement for options and stock appreciation rights is that the exercise price be not less than fair market value of the Common Shares on the date of grant. Other requirements of the proposed regulations for Performance-based Awards are that objective performance goals and the amounts payable upon achievement of the goals be established and that no discretion be retained to increase the amount payable under the awards. Lastly, a requirement for all awards is that the award be granted by a committee of at least two outside directors. The Company believes that if this proposal is approved by shareholders, compensation received on exercise of options and stock appreciation rights or on vesting of Performance-based Awards granted under the Incentive Plan in compliance with all of the above requirements will not be subject to the $1,000,000 deduction limit. RECOMMENDATION OF BOARD OF DIRECTORS The board of directors recommends approval of the proposed amendments to the Incentive Plan. The proposal will be approved by the shareholders if the holders of a majority of the shares present and entitled to vote at the meeting vote for the proposal. Abstentions and broker non-votes will therefore have the same effect as "no" votes in determining whether the proposal is approved. The enclosed proxy will be voted in accordance with the instructions specified in the space provided on the proxy form. If no instructions are given, proxies will be voted for approval of the proposal. AUDITORS The board of directors has selected Deloitte & Touche as the Company's independent auditors for the current fiscal year. Representatives of Deloitte & Touche will be present at the annual meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions. 25 OTHER MATTERS COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who own more than ten percent of the Common Shares to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Executive officers, directors and beneficial owners of more than ten percent of the Common Shares are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received by the Company and on written representations from certain reporting persons that they have complied with the relevant filing requirements, the Company believes that all filing requirements applicable to its executive officers and directors were complied with during the last fiscal year, except that one transaction was omitted in error from the July 1993 Form 4 submitted on behalf of Daniel W. Castles, Vice President, and was subsequently reported on an Amended Form 4. SHAREHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT. Shareholders wishing to submit proposals for inclusion in the Company's proxy statement for the 1995 annual meeting of shareholders must submit the proposals for receipt by the Company not later than April 6,1995. SHAREHOLDER PROPOSALS NOT IN THE COMPANY'S PROXY STATEMENT. Shareholders wishing to present proposals for action at this annual meeting or at another shareholders' meeting must do so in accordance with the Company's bylaws. A shareholder must give timely notice of the proposed business to the Secretary. To be timely, a shareholder's notice must be in writing, delivered or mailed (postage prepaid) to and received by the Secretary not less than 50 days nor more than 75 days prior to the meeting, provided, however, that if less than 65 days' notice or prior public disclosure of the date of the meeting is given to shareholders, notice by the shareholder, to be timely, must be received by the Secretary not later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the meeting was mailed or public disclosure was made. For each matter the shareholder proposes to bring before the meeting, the notice to the Secretary must include: (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting the business at the meeting, (b) the name and record address of the shareholder proposing the business, (c) the number of Common Shares of the Company which are beneficially owned by the shareholder and (d) any material interest of the shareholder in the business to be brought before the meeting. The chairman of the meeting may, if the facts warrant, determine and declare that the business was not properly brought before the meeting in accordance with the Company's bylaws. SHAREHOLDER NOMINATIONS FOR DIRECTORS. Shareholders wishing to directly nominate candidates for the board of directors at an annual meeting must do so in writing, in accordance with the Company's bylaws, delivered or mailed (postage prepaid) to and received by the Secretary not less than 50 nor more than 75 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 65 days' notice or prior public disclosure of the date of the meeting is given to shareholders, the nomination must be received by the Secretary not later than the close of business on the tenth day following the earlier of the day on which the notice of the meeting was mailed or such public disclosure was made. The notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination, (b) the name, age, business address and, if known, residence address of each nominee, (c) the principal occupation or employment of each nominee, (d) the number of Common Shares of the Company which are beneficially owned by each nominee and by the nominating shareholder, (e) any other information concerning the nominee that must be disclosed of nominees in proxy solicitations pursuant to Regulation 14A of the Securities Exchange Act of 1934, and (f) the executed consent of each nominee to serve as a director of the Company if elected. 26 Shareholders wishing to make any director nominations at any special meeting of shareholders held for the purpose of electing directors must do so, in accordance with the bylaws, by delivering timely notice to the Secretary setting forth the information described above for annual meeting nominations. To be timely, the notice must be given (a) if given by any shareholder who made a demand for the meeting, concurrently with the delivery of such demand, and (b) otherwise, not later than the close of business on the 10th day following the day on which the notice of the special meeting was mailed. Such notices of nominations at annual or special meetings shall include a signed consent to serve as a director of the Company if elected. The chairman of the meeting of shareholders may, if the facts warrant, determine that a nomination was not made in accordance with the proper procedures. If the chairman does so, the chairman shall so declare to the meeting and the defective nomination shall be disregarded. While the Notice of Annual Meeting of Shareholders provides for the transaction of such other business as may properly come before the meeting, the board of directors has no knowledge of any matters to be presented at the meeting other than those referred to herein. However, the enclosed proxy gives discretionary authority in the event that any other matters should be presented. INFORMATION AVAILABLE TO SHAREHOLDERS THE COMPANY'S 1994 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS WITH THIS PROXY STATEMENT. COPIES OF THE 1994 ANNUAL REPORT AND THE FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE FROM THE SECRETARY, P.O. BOX 1000, WILSONVILLE, OREGON 97070-1000. BY ORDER OF THE BOARD OF DIRECTORS John P. Karalis, Secretary August 3, 1994 27 Appendix A Proposed Amended Tektronix, Inc. Stock Incentive Plan* 1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to enable Tektronix, Inc. (the "Company"), to attract and retain as employees people of initiative and ability and to provide additional incentives to employees. 2. Shares Subject to the Plan. Subject to adjustment as provided below and in paragraph 13, the shares to be offered under the Plan shall consist of Common Shares of the Company, and the total number of Common Shares that may be issued under the Plan shall not exceed [3,000,000] 4,500,000 Common Shares plus any shares that are available for grant under the Company's 1982 Stock Option Plan and the Company's Key Employee Stock Bonus Plan or that may subsequently become available for grant under such plans through the expiration, termination, forfeiture or cancellation of awards under such plans. The shares issued under the Plan may be authorized and unissued shares or reacquired shares. If an option, stock appreciation right or PERFORMANCE-BASED AWARD [performance unit] granted under the Plan expires, terminates or is cancelled, the unissued shares subject to such option, stock appreciation right or PERFORMANCE-BASED AWARD [performance unit] shall again be available under the Plan. If shares sold or ISSUED [awarded] as a bonus OR PERFORMANCE-BASED AWARD under the Plan are forfeited to the Company or repurchased by the Company, the number of shares forfeited or repurchased shall again be available under the Plan. 3. Effective Date and Duration of Plan. (a) Effective Date. The Plan shall become effective when adopted by the Board of Directors. However, no option or stock appreciation right [or performance unit] granted under the Plan shall become exercisable until the Plan is approved by the affirmative vote of the holders of a majority of the Common Shares represented at a shareholders meeting at which a quorum is present and any awards under the Plan prior to such approval shall be conditioned on and subject to such approval. Subject to this limitation, options AND [,] stock appreciation rights [and performance units] may be granted and shares may be awarded as bonuses OR PERFORMANCE-BASED AWARDS or sold under the Plan at any time after the effective date and before termination of the Plan. (b) Duration. The Plan shall continue in effect until all shares available for issuance under the Plan have been issued and all restrictions on such shares have lapsed. The Board of Directors may suspend or terminate the Plan at any time except with respect to options, PERFORMANCE-BASED AWARDS [performance units] and shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding options, any right of the Company to repurchase shares or the forfeitability of shares issued under the Plan. 4. Administration. (a) Board of Directors. The Plan shall be administered by the Board of Directors of the Company, which shall determine and designate from time to time the employees to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards. ____________ *Note: Matter in bold face is proposed new matter; matter in brackets and italics is matter proposed to be deleted. (Note for electronic filing: This Appendix A has been altered so that proposed new matter appears in all capital letters. Matter proposed to be deleted appears in brackets.) A-1 Subject to the provisions of the Plan, the Board of Directors may from time to time adopt and amend rules and regulations relating to administration of the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Board of Directors shall be final and conclusive. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and finaljudge of such expediency. (b) Committee. The Board of Directors may delegate to a committee of the Board of Directors (the "Committee") any or all authority for administration of the Plan. If authority is delegated to a Committee, all references to the Board of Directors in the Plan shall mean and relate to the Committee except that only the Board of Directors may amend or terminate the Plan as provided in paragraphs 3 and 16. 5. Types of Awards; Eligibility; Limitations on Certain Awards. The Board of Directors may, from time to time, take the following action, separately or in combination, under the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as provided in paragraph 6(b); (ii) grant options other than Incentive Stock Options ("Non-Statutory Stock Options") as provided in paragraph 6(c); (iii) award stock bonuses as provided in paragraph 7; (iv) sell shares subject to restrictions as provided in paragraph 8; (v) grant stock appreciation rights as provided in paragraph 9; (vi) grant cash bonus rights as provided in paragraph 10; (vii) grant PERFORMANCE-BASED AWARDS [performance units] as provided in paragraph 11 and (viii) grant foreign qualified awards as provided in paragraph 12. Any such awards may be made to employees, including employees who are officers or directors, of the Company or its subsidiaries. The Board of Directors shall select the employees to whom awards shall be made. The Board of Directors shall specify the action taken with respect to each employee to whom an award is made under the Plan. At the discretion of the Board of Directors, an employee may be given an election to surrender an award in exchange for the grant of a new award. NO EMPLOYEE MAY BE GRANTED OPTIONS OR STOCK APPRECIATION RIGHTS UNDER THE PLAN FOR MORE THAN AN AGGREGATE OF 500,000 COMMON SHARES IN CONNECTION WITH THE HIRING OF THE EMPLOYEE OR 200,000 COMMON SHARES IN ANY FISCAL YEAR OTHERWISE. 6. Option Grants. (a) Grant. The Board of Directors may grant options under the Plan. With respect to each option grant, the Board of Directors shall determine the number of shares subject to the option, the option price, the period of the option, the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option. At the time of the grant of an option or at any time thereafter, the Board of Directors may provide that an optionee who exercised an option with Common Shares of the Company shall automatically receive a new option to purchase additional shares equal to the number of shares surrendered and may specify the terms and conditions of such new options. (b) Incentive Stock Options. Incentive Stock Options shall be subject to the following terms and conditions: (i) No employee may be granted Incentive Stock Options under the Plan such that the aggregate fair market value, on the date of grant, of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by that A-2 employee during any calendar year under the Plan and under any other incentive stock option plan (within the meaning of Section 422 of the Code) of the Company or any parent or subsidiary of the Company exceeds $100,000. (ii) An Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary of the Company only if the option price is at least 110 percent of the fair market value of the Common Shares subject to the option on the date it is granted, as described in paragraph 6(b)(iv), and the option by its terms is not exercisable after the expiration of five years from the date it is granted. (iii) Subject to paragraphs 6(b)(ii) and 6(d), Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Board of Directors, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted. (iv) The option price per share shall be determined by the Board of Directors at the time of grant. Except as provided in paragraph 6(b)(ii), the option price shall not be less than 100 percent of the fair market value of the Common Shares covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be deemed to be the closing price of the Common Shares as reported in the NYSE Composite Transactions in The Wall Street Journal on the day preceding the date the option is granted, or if there has been no sale on that date, on the last preceding date on which a sale occurred, or such other reported value of the Common Shares as shall be specified by the Board of Directors. (v) No Incentive Stock Option shall be granted on or after the tenth anniversary of the effective date of the Plan. (vi) The Board of Directors may at any time without the consent of the optionee convert an Incentive Stock Option to a Non-Statutory Stock Option. (vii) Subject to adjustment as provided in paragraph 13, the total number of Common Shares that may be issued under the Plan upon exercise of Incentive Stock Options shall not exceed [3,000,000] 4,500,000 shares. (c) Non-Statutory Stock Options. The option price for Non-Statutory Stock Options shall be determined by the Board of Directors at the time of grant. The option price may not be less than 50 percent of the fair market value of the shares on the date of grant. The fair market value of shares covered by a Non-Statutory Stock Option shall be determined pursuant to paragraph 6(b)(iv). (d) Exercise of Options. Except as provided in paragraph 6(f), no option granted under the Plan may be exercised unless at the time of such exercise the optionee is employed by the Company or any subsidiary of the Company and shall have been so employed continuously since the date such option was granted. Absence on leave or on account of illness or disability under rules established by the Board of Directors shall not, however, be deemed an interruption of employment for this purpose. Except as provided in paragraphs 6(f), 13 and 14, options granted under the Plan may be exercised from time to time over the period stated in each option in such amounts and at such times as shall be prescribed by the Board of Directors, provided that options shall not be exercised for fractional shares. Unless otherwise determined by the Board of Directors, if the optionee does not exercise an option in any one year with respect to the full A-3 number of shares to which the optionee is entitled in that year, the optionee's rights shall be cumulative and the optionee may purchase those shares in any subsequent year during the term of the option. Unless otherwise determined by the Board of Directors, if an officer subject to Section 16 of the Securities Exchange Act of 1934 (an "Officer") or a director exercises an option within six months of the grant of the option, the shares acquired upon exercise of the option may not be sold until six months after the date of grant of the option. (e) Nontransferability. Each Incentive Stock Option and, unless otherwise determined by the Board of Directors with respect to an option granted to a person who is neither an Officer nor a director of the Company, each other option granted under the Plan by its terms shall be nonassignable and nontransferable by the optionee, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the optionee's domicile at the time of death, and each option by its terms shall be exercisable during the optionee's lifetime only by the optionee. (f) Termination of Employment or Death. (i) Unless otherwise determined by the Board of Directors, in the event the employment of the optionee by the Company or a subsidiary terminates for any reason other than because of death or physical disability or when eligible for retirement as provided in paragraphs 6(f)(ii), (iii) and (iv), the option may be exercised at any time prior to the expiration date of the option or the expiration of three months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of such termination. (ii) Unless otherwise determined by the Board of Directors, in the event of the termination of an optionee's employment when eligible for retirement after age 55 under the Tektronix Pension Plan (other than because of death as provided in paragraph 6(f)(iv) or because of physical disability as provided in paragraph 6(f)(iii)), the option, and with the approval of the Board of Directors, stock appreciation rights, may be exercised at any time prior to the expiration date of the option, the expiration of five years after the date of such termination, or the expiration of three months after the optionee's death following termination whichever is the shortest period, but only if and to the extent the optionee was entitled to exercise the option on the date of termination. The Board of Directors may, in its sole discretion, cancel any such options and stock appreciation rights at any time prior to the exercise thereof unless the following conditions are met: (A) The optionee shall not render services for any organization or engage directly or indirectly in any business which, in the judgment of the Chief Executive Officer of the Company, is or becomes competitive with the Company, or which is or becomes otherwise prejudicial to or in conflict with the interests of the Company. The judgment of the Chief Executive Officer shall be based on the optionee's positions and responsibilities while employed by the Company, the optionee's post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company's customers, suppliers and competitors of the optionee's assuming the post-employment position, and such other considerations as are deemed relevant given the applicable facts and circumstances. The optionee shall be free, however, to purchase as an investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized securities exchange or traded over-the-counter, and such investment A-4 does not represent a substantial investment to the optionee or a greater than 10 percent equity interest in the organization or business. (B) The optionee shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in other than the Company's business, any confidential information or material, as defined in the Company's employee confidentiality agreement, relating to the business of the Company, acquired by the optionee either during or after employment with the Company. (C) The optionee, pursuant to the Company's employee confidentiality agreement, shall disclose promptly and assign to the Company all right, title, and interest in any invention or idea, patentable or not, made or conceived by the optionee during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company and shall do anything reasonably necessary as requested by the Company to enable the Company to secure a patent where appropriate in the United States and in foreign countries. (iii) Unless otherwise determined by the Board of Directors, in the event of the termination of employment because of physical disability preventing the optionee from performing regular duties, the option may be exercised by the optionee free of the limitations on the amount which may be purchased in any one year specified in the option agreement at any time prior to the expiration date of the option or the expiration of three months after the date of such termination, whichever is the shorter period. (iv) Unless otherwise determined by the Board of Directors, in the event of the death of an optionee while in the employ of the Company or a subsidiary, the option is exercisable free of the limitations on the amount which may be purchased in any one year specified in the option agreement at any time prior to the expiration date of the option or the expiration of one year after the date of such death, whichever is the shorter period, but only by the person or persons to whom such optionee's rights under the option shall pass by the optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death. (v) The Board of Directors, at the time of grant or at any time thereafter, may extend the three-month, one-year and five-year expiration periods any length of time not later than the original expiration date of the option, and may increase the portion of an option that is exercisable, subject to such terms and conditions as the Board of Directors may determine. (vi) To the extent that the option of any deceased optionee or of any optionee whose employment terminates is not exercised within the applicable period, all further rights to purchase shares pursuant to such option shall cease and terminate. (g) Purchase of Shares. Unless the Board of Directors determines otherwise, shares may be acquired pursuant to an option granted under the Plan only upon receipt by the Company of notice in writing from the optionee of the optionee's intention to exercise, specifying the number of shares as to which the optionee desires to exercise the option and the date on which the optionee desires to complete the transaction, and if required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the optionee's present intention to acquire the shares for investment and not with a view to distribution. Unless the Board of Directors determines otherwise, on or before the date specified for completion of the purchase of shares pursuant to an option, the optionee must have paid the Company the full A-5 purchase price of such shares in cash (including, with the consent of the Board of Directors, cash that may be the proceeds of a loan from the Company) or, with the consent of the Board of Directors, in whole or in part, in Common Shares of the Company valued at fair market value, restricted stock, PERFORMANCE-BASED AWARDS [performance units] or other contingent awards denominated in either stock or cash, deferred compensation credits and other forms of consideration. The fair market value of Common Shares provided in payment of the purchase price shall be the closing price of the Common Shares as reported in the NYSE Composite Transactions in The Wall Street Journal, or such other reported value of the Common Shares as shall be specified by the Board of Directors, on the trading day preceding the date the option is exercised. No shares shall be issued until full payment therefor has been made. With the consent of the Board of Directors an optionee may request the Company to apply automatically the shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not yet been issued) to satisfy the purchase price for additional portions of the option. Each optionee who has exercised an option shall immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount to the Company on demand. If the optionee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the optionee, including salary, subject to applicable law. With the consent of the Board of Directors an optionee may satisfy this obligation, in whole or in part, by having the Company withhold from the shares to be issued upon the exercise that number of shares that would satisfy the withholding amount due or by delivering to the Company Common Shares to satisfy the withholding amount. Upon the exercise of an option, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued upon exercise of the option, less the number of shares surrendered in payment of the option exercise or surrendered or withheld to satisfy withholding obligations. 7. Stock Bonuses. The Board of Directors may award shares under the Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms, conditions, and restrictions determined by the Board of Directors. The restrictions may include restrictions concerning transferability and forfeiture of the shares awarded, together with such other restrictions as may be determined by the Board of Directors. The Board of Directors may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares awarded shall bear any legends required by the Board of Directors. The Company may require any recipient of a stock bonus to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the recipient, including salary, subject to applicable law. With the consent of the Board of Directors, a recipient may deliver Common Shares to the Company to satisfy this withholding obligation. Upon the issuance of a stock bonus, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares surrendered or withheld to satisfy withholding obligations. 8. Restricted Stock. The Board of Directors may issue shares under the Plan for such consideration (including promissory notes and services) as determined by the Board of Directors provided that in no event shall the consideration be less than 50 percent of fair market value of the Common Shares at the time of issuance. Shares issued under the Plan shall be subject to the terms, conditions and restrictions determined by the Board of Directors. The restrictions may include restrictions concerning transferability, repurchase by the Company and forfeiture of the shares issued, together with such other restrictions as may be determined by the Board of A-6 Directors. All Common Shares issued pursuant to this paragraph 8 shall be subject to a purchase agreement, which shall be executed by the Company and the prospective recipient of the shares prior to the delivery of certificates representing such shares to the recipient. The purchase agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares shall bear any legends required by the Board of Directors. The Company may require any purchaser of restricted stock to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the purchaser, including salary, subject to applicable law. With the consent of the Board of Directors, a purchaser may deliver Common Shares to the Company to satisfy this withholding obligation. Upon the issuance of restricted stock, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares surrendered in payment of the restricted stock or surrendered or withheld to satisfy withholding obligations. 9. Stock Appreciation Rights. (a) Grant. Stock appreciation rights may be granted under the Plan by the Board of Directors, subject to such rules, terms, and conditions as the Board of Directors prescribes. (b) Exercise. (i) A stock appreciation right shall be exercisable only at the time or times established by the Board of Directors. If a stock appreciation right is granted in connection with an option, the stock appreciation right shall be exercisable only to the extent and on the same conditions that the related option could be exercised. Upon exercise of a stock appreciation right, any option or portion thereof to which the stock appreciation right relates terminates. If a stock appreciation right is granted in connection with an option, upon exercise of the option, the stock appreciation right or portion thereof to which the option relates terminates. No stock appreciation right granted to an Officer or director may be exercised during the first six months following the date it is granted. (ii) The Board of Directors may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the exercise of a stock appreciation right or adopt rules and regulations from time to time affecting the rights of holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation rights granted before adoption or amendment of such rules and regulations as well as stock appreciation rights granted thereafter. (iii) Each stock appreciation right shall entitle the holder, upon exercise, to receive from the Company in exchange therefor an amount equal in value to the excess of the fair market value on the date of exercise of one Common Share of the Company over its fair market value on the date of grant (or, in the case of a stock appreciation right granted in connection with an option, the option price per share under the option to which the stock appreciation right relates), multiplied by the number of shares covered by the stock appreciation right or the option, or portion thereof, that is surrendered. No stock appreciation right shall be exercisable at a time that the amount determined under this subparagraph is negative. Payment by the Company upon exercise of a stock appreciation right may be made in Common Shares valued at fair market value, in cash, or partly in Common Shares and partly in cash, all as determined by the Board of Directors. A-7 (iv) For purposes of this paragraph 9, the fair market value of the Common Shares shall be the closing price of the Common Shares as reported in the NYSE Composite Transactions in The Wall Street Journal, or such other reported value of the Common Shares as shall be specified by the Board of Directors, on the trading day preceding the date the stock appreciation right is exercised. (v) No fractional shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash may be paid in an amount equal to the value of the fraction or, if the Board of Directors shall determine, the number of shares may be rounded downward to the next whole share. (vi) Each stock appreciation right granted in connection with an Incentive Stock Option and, unless otherwise determined by the Board of Directors with respect to a stock appreciation right granted to a person who is neither an Officer nor a director of the Company, each other stock appreciation right granted under the Plan by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the holder's domicile at the time of death, and each stock appreciation right by its terms shall be exercisable during the holder's lifetime only by the holder. (vii) Each participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If the participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the participant including salary, subject to applicable law. With the consent of the Board of Directors a participant may satisfy this obligation, in whole or in part, by having the Company withhold from any shares to be issued upon the exercise that number of shares that would satisfy the withholding amount due or by delivering Common Shares to the Company to satisfy the withholding amount. (viii) Upon the exercise of a stock appreciation right for shares, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares surrendered or withheld to satisfy withholding obligations. Cash payments of stock appreciation rights shall not reduce the number of Common Shares reserved for issuance under the Plan. 10. Cash Bonus Rights. (a) Grant. The Board of Directors may grant cash bonus rights under the Plan in connection with (i) options granted or previously granted, (ii) stock appreciation rights granted or previously granted, (iii) stock bonuses awarded or previously awarded and (iv) shares sold or previously sold under the Plan. Unless otherwise determined by the Committee with respect to a cash bonus right granted to a person who is neither an Officer nor a director of the Company, each cash bonus right granted under the Plan by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the holder's domicile at the time of death. Cash bonus rights will be subject to rules, terms and conditions as the Board of Directors may prescribe. The payment of a cash bonus shall not reduce the number of Common Shares reserved for issuance under the Plan. (b) Cash Bonus Rights in Connection With Options. A cash bonus right granted in connection with an option will entitle an optionee to a cash bonus when the related option is exercised (or terminates in connection with the exercise of a stock appreciation right related to A-8 the option) in whole or in part. No cash bonus right granted to an Officer or director in connection with an option may be exercised during the first six months following the date the bonus right is granted. If an optionee purchases shares upon exercise of an option and does not exercise a related stock appreciation right, the amount of the bonus shall be determined by multiplying the excess of the total fair market value of the shares to be acquired upon the exercise over the total option price for the shares by the applicable bonus percentage. If the optionee exercises a related stock appreciation right in connection with the termination of an option, the amount of the bonus shall be determined by multiplying the total fair market value of the shares and cash received pursuant to the exercise of the stock appreciation right by the applicable bonus percentage. The bonus percentage applicable to a bonus right shall be determined from time to time by the Board of Directors but shall in no event exceed 75 percent. (c) Cash Bonus Rights in Connection With Stock Bonus. A cash bonus right granted in connection with a stock bonus will entitle the recipient to a cash bonus payable when the stock bonus is awarded or restrictions, if any, to which the stock is subject lapse. If bonus stock awarded is subject to restrictions and is repurchased by the Company or forfeited by the holder, the cash bonus right granted in connection with the stock bonus shall terminate and may not be exercised. The amount and timing of payment of a cash bonus shall be determined by the Board of Directors. (d) Cash Bonus Rights in Connection With Stock Purchases. A cash bonus right granted in connection with the purchase of stock pursuant to paragraph 8 will entitle the recipient to a cash bonus when the shares are purchased or restrictions, if any, to which the stock is subject lapse. Any cash bonus right granted in connection with Shares purchased pursuant to paragraph 8 shall terminate and may not be exercised in the event the shares are repurchased by the Company or forfeited by the holder pursuant to applicable restrictions. The amount of any cash bonus to be awarded and timing of payment of a cash bonus shall be determined by the Board of Directors. (e) The Company shall withhold from any cash bonus paid pursuant to paragraph 10 the amount necessary to satisfy any applicable federal, state and local withholding requirements. 11. PERFORMANCE-BASED AWARDS. THE COMMITTEE MAY GRANT AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M) OF THE CODE AND THE REGULATIONS THEREUNDER ("PERFORMANCE-BASED AWARDS"). PERFORMANCE-BASED AWARDS SHALL BE DENOMINATED AT THE TIME OF GRANT EITHER IN COMMON SHARES ("STOCK PERFORMANCE AWARDS") OR IN DOLLAR AMOUNTS ("DOLLAR PERFORMANCE AWARDS"). PAYMENT UNDER A STOCK PERFORMANCE AWARD OR A DOLLAR PERFORMANCE AWARD SHALL BE MADE, AT THE DISCRETION OF THE COMMITTEE, IN COMMON SHARES ("PERFORMANCE SHARES"), OR IN CASH OR IN ANY COMBINATION THEREOF. PERFORMANCE-BASED AWARDS SHALL BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS: (A) AWARD PERIOD. THE COMMITTEE SHALL DETERMINE THE PERIOD OF TIME FOR WHICH A PERFORMANCE-BASED AWARD IS MADE (THE "AWARD PERIOD"). (B) PERFORMANCE GOALS AND PAYMENT. THE COMMITTEE SHALL ESTABLISH IN WRITING OBJECTIVES ("PERFORMANCE GOALS") THAT MUST BE MET BY THE COMPANY OR ANY SUBSIDIARY, DIVISION OR OTHER UNIT OF THE COMPANY ("BUSINESS UNIT") DURING THE AWARD PERIOD AS A CONDITION TO PAYMENT BEING MADE UNDER THE PERFORMANCE-BASED AWARD. THE PERFORMANCE GOALS FOR EACH AWARD SHALL BE ONE OR MORE TARGETED LEVELS OF PERFORMANCE WITH RESPECT TO ONE OR MORE OF THE FOLLOWING OBJECTIVE MEASURES WITH RESPECT TO THE COMPANY OR ANY BUSINESS UNIT: EARNINGS, EARNINGS PER SHARE, TOTAL SHAREHOLDER RETURN (STOCK PRICE INCREASE PLUS DIVIDENDS), RETURN ON EQUITY, RETURN ON ASSETS, REVENUES, OPERATING INCOME, INVENTORIES, INVENTORY TURNS, CASH FLOWS OR ANY OF THE FOREGOING BEFORE THE EFFECT OF ACQUISITIONS, DIVESTITURES, ACCOUNTING CHANGES, AND RESTRUCTURING AND SPECIAL CHARGES (DETERMINED ACCORDING TO CRITERIA ESTABLISHED BY THE COMMITTEE). A-9 THE COMMITTEE SHALL ALSO ESTABLISH THE NUMBER OF PERFORMANCE SHARES OR THE AMOUNT OF CASH PAYMENT TO BE MADE UNDER A PERFORMANCE-BASED AWARD IF THE PERFORMANCE GOALS ARE MET OR EXCEEDED, INCLUDING THE FIXING OF A MAXIMUM PAYMENT (SUBJECT TO SECTION 11(d)). THE COMMITTEE MAY ESTABLISH OTHER RESTRICTIONS TO PAYMENT UNDER A PERFORMANCE-BASED AWARD, SUCH AS A CONTINUED EMPLOYMENT REQUIREMENT, IN ADDITION TO SATISFACTION OF THE PERFORMANCE GOALS. SOME OR ALL OF THE PERFORMANCE SHARES MAY BE ISSUED AT THE TIME OF THE AWARD AS RESTRICTED SHARES SUBJECT TO FORFEITURE IN WHOLE OR IN PART IF PERFORMANCE GOALS OR, IF APPLICABLE, OTHER RESTRICTIONS ARE NOT SATISFIED. (C) COMPUTATION OF PAYMENT. AFTER AN AWARD PERIOD, THE FINANCIAL PERFORMANCE OF THE COMPANY OR BUSINESS UNIT, AS APPLICABLE, DURING THE PERIOD SHALL BE MEASURED AGAINST THE PERFORMANCE GOALS. IF THE PERFORMANCE GOALS ARE NOT MET, NO PAYMENT SHALL BE MADE UNDER A PERFORMANCE-BASED AWARD. IF THE PERFORMANCE GOALS ARE MET OR EXCEEDED, THE COMMITTEE SHALL CERTIFY THAT FACT IN WRITING AND CERTIFY THE NUMBER OF PERFORMANCE SHARES EARNED OR THE AMOUNT OF CASH PAYMENT TO BE MADE UNDER THE TERMS OF THE PERFORMANCE-BASED AWARD. THE COMMITTEE, IN ITS SOLE DISCRETION, MAY ELECT TO PAY PART OR ALL OF A PERFORMANCE-BASED AWARD IN CASH IN LIEU OF ISSUING OR TRANSFERRING PERFORMANCE SHARES. (D) MAXIMUM AWARDS. NO PARTICIPANT MAY RECEIVE STOCK PERFORMANCE AWARDS IN ANY FISCAL YEAR UNDER WHICH THE MAXIMUM NUMBER OF COMMON SHARES ISSUABLE UNDER THE AWARD EXCEEDS 100,000 COMMON SHARES OR DOLLAR PERFORMANCE AWARDS IN ANY FISCAL YEAR UNDER WHICH THE MAXIMUM AMOUNT OF CASH PAYABLE UNDER THE AWARD EXCEEDS $750,000. (E) TAX WITHHOLDING. EACH PARTICIPANT WHO HAS RECEIVED PERFORMANCE SHARES SHALL, UPON NOTIFICATION OF THE AMOUNT DUE, PAY TO THE COMPANY IN CASH AMOUNTS NECESSARY TO SATISFY ANY APPLICABLE FEDERAL, STATE AND LOCAL TAX WITHHOLDING REQUIREMENTS. IF THE PARTICIPANT FAILS TO PAY THE AMOUNT DEMANDED, THE COMPANY MAY WITHHOLD THAT AMOUNT FROM OTHER AMOUNTS PAYABLE BY THE COMPANY TO THE PARTICIPANT, INCLUDING SALARY, SUBJECT TO APPLICABLE LAW. WITH THE CONSENT OF THE COMMITTEE, A PARTICIPANT MAY SATISFY THIS OBLIGATION, IN WHOLE OR IN PART, BY HAVING THE COMPANY WITHHOLD FROM ANY SHARES TO BE ISSUED THAT NUMBER OF SHARES THAT WOULD SATISFY THE WITHHOLDING AMOUNT DUE OR BY DELIVERING COMMON SHARES TO THE COMPANY TO SATISFY THE WITHHOLDING AMOUNT. (F) EFFECT ON SHARES AVAILABLE. THE PAYMENT OF A PERFORMANCE-BASED AWARD IN CASH SHALL NOT REDUCE THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE UNDER THE PLAN. THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE UNDER THE PLAN SHALL BE REDUCED BY THE NUMBER OF SHARES ISSUED UPON PAYMENT OF AN AWARD, LESS THE NUMBER OF SHARES SURRENDERED OR WITHHELD TO SATISFY WITHHOLDING OBLIGATIONS. [11. Performance Units. The Board of Directors may grant performance units consisting of monetary units which may be earned in whole or in part if the Company achieves certain goals established by the Board of Directors over a designated period of time, but not in any event more than 10 years. The goals established by the Board of Directors may include earnings per share, return on shareholders' equity, return on invested capital, and such other goals as may be established by the Board of Directors. In the event that the minimum performance goal established by the Board of Directors is not achieved at the conclusion of a period, no payment shall be made to the participants. In the event the maximum corporate goal is achieved, 100 percent of the monetary value of the performance units shall be paid to or vested in the participants. Partial achievement of the maximum goal may result in a payment or vesting corresponding to the degree of achievement as determined by the Board of Directors. Payment of an award earned may be in cash or in Common Shares or in a combination of both, and may be made when earned, or vested and deferred, as the Board of Directors determines. Deferred awards shall earn interest on the terms and at a rate determined by the Board of Directors. Each A-10 participant who has been awarded a performance unit shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If the participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the participant, including salary, subject to applicable law. With the consent of the Board of Directors a participant may satisfy this obligation, in whole or in part, by having the Company withhold from any shares to be issued that number of shares that would satisfy the withholding amount due or by delivering Common Shares to the Company to satisfy the withholding amount. The payment of a performance unit in cash shall not reduce the number of Common Shares reserved for issuance under the Plan. The number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued upon payment of an award, less any shares surrendered or withheld to satisfy withholding obligations.] 12. Foreign Qualified Grants. Awards under the Plan may be granted to such Officers and employees of the Company and its subsidiaries who are residing in foreign jurisdictions as the Board of Directors may determine from time to time. The Board of Directors may adopt such supplements to the Plan as may be necessary to comply with the applicable laws of such foreign jurisdictions and to afford participants favorable treatment under such laws; provided, however, that no award shall be granted under any such supplement with terms which are more beneficial to the participants than the terms permitted by the Plan. 13. Changes in Capital Structure. If the outstanding Common Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, plan of exchange, recapitalization, reclassification, stock split-up, combination of shares or dividend payable in shares, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares available for awards under the Plan; provided that this paragraph 13 shall not apply with respect to transactions referred to in paragraph 14. In addition, the Board of Directors shall make appropriate adjustment in the number and kind of shares as to which outstanding options and stock appreciation rights, or portions thereof then unexercised, shall be exercisable, to the end that the optionee's proportionate interest is maintained as before the occurrence of such event. The Board of Directors may also require that any securities issued in respect of or exchanged for shares issued hereunder that are subject to restrictions be subject to similar restrictions. Notwithstanding the foregoing, the Board of Directors shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments made by the Board of Directors shall be conclusive. In the event of dissolution of the Company or a merger, consolidation or plan of exchange affecting the Company to which paragraph 14 does not apply, in lieu of providing for options and stock appreciation rights as provided above in this paragraph 13, the Board of Directors may, in its sole discretion, provide a 30-day period prior to such event during which optionees shall have the right to exercise options and stock appreciation rights in whole or in part without any limitation on exercisability and upon the expiration of such 30-day period all unexercised options and stock appreciation rights shall immediately terminate. 14. Special Acceleration in Certain Events. (a) Special Acceleration. Notwithstanding any other provisions of the Plan, a special acceleration ("Special Acceleration") of options and stock appreciation rights outstanding under the Plan shall occur with the effect set forth in paragraph 14(b) at any time when any one of the following events has taken place: A-11 (i) The shareholders of the Company approve one of the following ("Approved Transactions"): (1) Any consolidation, merger or plan of exchange involving the Company ("Merger") in which the Company is not the continuing or surviving corporation or pursuant to which Common Shares would be converted into cash, securities or other property, other than a Merger involving the Company in which the holders of Common Shares immediately prior to the Merger have the same proportionate ownership of Common Shares of the surviving corporation after the Merger; or (2) Any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (ii) A tender or exchange offer, other than one made by the Company, is made for Common Shares (or securities convertible into Common Shares) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of at least 20 percent of the outstanding Common Shares (an "Offer"); or (iii) The Company receives a report on Schedule 13D of the Exchange Act reporting the beneficial ownership by any person of 20 percent or more of the Company's outstanding Common Shares, except that if such receipt shall occur during a tender offer or exchange offer by any person other than the Company or a wholly owned subsidiary of the Company, Special Acceleration shall not take place until the conclusion of such offer; or (iv) During any period of 12 months or less, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. The terms used in this paragraph 14 and not defined elsewhere in the Plan shall have the same meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder. (b) Effect on Outstanding Options and Stock Appreciation Rights. Upon a Special Acceleration pursuant to paragraph 14(a): (i) All options then outstanding under the Plan shall immediately become exercisable in full for the remainder of their terms, provided that no option may be exercised by an Officer or director of the Company within six months of its date of grant; and each optionee shall have the right during a period of 30 days following a Special Acceleration to have the Company purchase any Non-Statutory Stock Options as to which no stock appreciation rights have been granted at a cash purchase price computed in accordance with paragraph 14(b)(iii) below and any Incentive Stock Options as to which no stock appreciation rights have been granted at a cash purchase price equal to the product of (1) the excess, if any, of the fair market value of a Common A-12 Share computed in accordance with procedures for granting Incentive Stock Options over the option price and (2) the number of Common Shares covered by the Incentive Stock Options or portion thereof surrendered, provided that the Company shall have the right during such period to purchase any Incentive Stock Option as to which no stock appreciation rights have been granted at the purchase price computed in accordance with paragraph 14(b)(iii) below. With respect to an option granted less than six months prior to a Special Acceleration to an Officer or director of the Company, such Officer or director shall have the right to have the Company purchase such stock option (as to which no stock appreciation rights have been granted) in accordance with this paragraph 14(b)(i) during the 30 days following the expiration of six months following the date of such grant, and this right shall apply even if the option has otherwise terminated pursuant to paragraph 6(f) following a Special Acceleration. (ii) All stock appreciation rights outstanding under the Plan shall immediately become exercisable in full for a period of 30 days following a Special Acceleration, with payment to be made solely in cash upon any exercise during such period of a stock appreciation right granted with respect to a Non-Statutory Stock Option in an amount computed in accordance with paragraph 14(b)(iii) below and in cash upon exercise during such period of a stock appreciation right granted with respect to an Incentive Stock Option in an amount equal to the product of (1) the excess, if any, of the fair market value of a Common Share computed in accordance with procedures for granting Incentive Stock Options over the exercise price of the related option and (2) the number of Common Shares covered by the related option, provided that the Company shall have the right during such period to purchase any stock appreciation right granted with respect to an Incentive Stock Option (and cancel the related options) at the purchase price computed in accordance with paragraph 14(b)(iii) below, provided further that no stock appreciation right may be exercised by an Officer or director of the Company within six months of its date of grant. With respect to a stock appreciation right granted less than six months prior to a Special Acceleration to an Officer or director of the Company, the stock appreciation right shall become exercisable in full for a period of 30 days following the expiration of six months after the date of such grant, with payment to be made solely in cash in an amount in accordance with this paragraph 14(b)(ii), and this right shall apply even if the stock appreciation right has otherwise terminated pursuant to paragraph 6(f) following a Special Acceleration. (iii) Except as otherwise specified in paragraphs 14(b)(i) and (ii) above, the purchase price for an option or a stock appreciation right and the amount to be paid upon exercise of a stock appreciation right shall be an amount equal to the product of (1) the excess, if any, of the highest of (A) the highest reported closing sales price of a Common Share as reported on the New York Stock Exchange during the 60 days preceding such exercise, (B) the highest purchase price shown in any Schedule 13D referred to in paragraph 14(a)(ii) or (iii) as paid within the 60 days prior to the date of such report, (C) the highest gross price (before brokerage commissions and soliciting dealers' fees) paid or to be paid for a Common Share (whether by way of exchange, conversion, distribution, or liquidation or otherwise) in any Approved Transaction or Offer that is in effect at any time during the 60 days preceding such exercise, over the option price, and (2) the number of Common Shares covered by the stock option or stock appreciation right, or portions thereof surrendered. If the consideration paid or to be paid in any Approved Transaction or Offer consists, in whole or part, of consideration other than cash, the Board of Directors shall take action it deems appropriate to establish the cash value of such consideration, but such valuation shall not be less than the value, if any, attributed to such consideration by any other party to the Approved Transaction or Offer. A-13 (iv) No options or stock appreciation rights may be exercised upon a Special Acceleration if the amount determined under paragraph 14(b) is negative. The rights set forth in paragraph 14 shall be transferable only to the extent the related option is transferable in accordance with paragraph 6(e). 15. Corporate Mergers, Acquisitions, etc. The Board of Directors may also grant options, stock appreciation rights, PERFORMANCE-BASED AWARDS [performance units], stock bonuses and cash bonuses and issue restricted stock under the Plan having terms, conditions and provisions that vary from those specified in this Plan provided that any such awards are granted in substitution for, or in connection with the assumption of, existing options, stock appreciation rights, stock bonuses, cash bonuses, restricted stock and PERFORMANCE-BASED AWARDS [performance units] granted, awarded or issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a transaction involving a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation to which the Company or a subsidiary is a party. 16. Amendment of Plan. The Board of Directors may at any time, and from time to time, modify or amend the Plan in such respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in paragraphs 6(f), 9, 13 and 14, however, no change in an award already granted shall be made without the written consent of the holder of such award. 17. Approvals. The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company's shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Shares under the Plan if such issuance or delivery would violate applicable state or federal securities laws. 18. Employment Rights. Nothing in the Plan or any award pursuant to the Plan shall confer upon (i) any employee any right to be continued in the employment of the Company or any subsidiary or shall interfere in any way with the right of the Company or any subsidiary by whom such employee is employed to terminate such employee's employment at any time, for any reason, with or without cause, or to increase or decrease such employee's compensation or benefits, or (ii) any person engaged by the Company any right to be retained or employed by the Company or to the continuation, extension, renewal, or modification of any compensation, contract, or arrangement with or by the Company. 19. Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any Common Shares until the date of issue to the recipient of a stock certificate for such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. A-14 Form of proxy for Tektronix, Inc.: _____________________________________________________________________________ TEKTRONIX, INC. Annual Meeting, September 22, 1994 Proxy Solicited by the Board of Directors The undersigned hereby appoints Jerome J. Meyer, Carl W. Neun and John P. Karalis, and each of them, proxies with power of substitution to vote on behalf of the undersigned all shares which the undersigned may be entitled to vote at the annual meeting of shareholders of Tektronix, Inc. on September 22, 1994 and any adjournments thereof, with all powers that the undersigned would possess if personally present, with respect to each of the matters referred to on the other side of this proxy. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby. Nominees for election as directors: Class II (three-year term): Keith R. McKennon, Jerome J. Meyer and William D. Walker Class I (two-year term): A. Gary Ames (continued, and to be signed on other side) _____________________________________________________________________________ Reverse side of proxy card: ____________________________________________________________________________ Please mark your / X / votes as in this 1757 example. The shares represented by this proxy will be voted as specified herein, but if no specification is made, this proxy will be voted for the election of all nominees for director and for proposal No. 2. The proxies may vote in their discretion as to other matters which may come before the meeting. ____________________________________________________________________________ FOR WITHHELD FOR AGAINST ABSTAIN 1.Election of _ _ 2.Approval of _ _ _ Directors. /_ / /_ / Amendments to /_ / /_ / /_ / (see reverse) Stock Incentive For, except vote withheld Plan. from the following nominee(s): 3.Transaction of such ___________________________ other business as may (INSTRUCTION: To withhold authority properly come before to vote for any individual nominee, the meeting and any write that nominee's name on the adjournments thereof. space provided above.) (Shareholder's Name and Address Imprinted Here) SIGNATURE(S)____________________________ DATE___________ Please date and sign as name is imprinted hereon, including the designation as executor, trustee, etc., if applicable. A corporation may sign its name by the president or other authorized officer. All co-owners must sign. _____________________________________________________________________________ Form of voting direction card for 401(k) Plan: ____________________________________________________________________________ TEKTRONIX, INC. Annual Meeting, September 22, 1994 Voting Direction Solicited by the 401(k) Plan Trustee The undersigned participant in the Tektronix 401(k) Plan directs Jerome J. Meyer, Carl W. Neun and John P. Karalis, and each of them, proxies designated by the Plan Trustee, with full power of substitution, to vote the shares of stock allocated to the participant's account under the Plan at the annual meeting of shareholders of Tektronix, Inc. on September 22, 1994 and any adjournments, as stated on the other side of this voting direction with respect to each of the matters referred to. A majority of the proxies or substitutes present at the meeting may exercise all granted powers in accordance with this voting direction. Nominees for election as directors: Class II (three-year term): Keith R. McKennon, Jerome J. Meyer and William D. Walker Class I (two-year term): A. Gary Ames (continued, and to be signed on other side) ____________________________________________________________________________ Reverse side of voting direction card: ____________________________________________________________________________ Please mark your / X / votes as in this 7110 example. The shares covered by this voting direction shall be voted as specified below. If no specification is made, the shares will be voted for the election of all nominees for director and for proposal No. 2. The proxies appointed by the Trustee may vote in their discretion as to other matters that may come before the meeting. ___________________________________________________________________________ FOR WITHHELD FOR AGAINST ABSTAIN 1.Election of _ _ 2.Approval of _ _ _ Directors. /_ / /_ / Amendments to /_ / /_ / /_ / (see reverse) Stock Incentive For, except vote withheld Plan. from the following nominee(s): 3.Transaction of such ___________________________ other business as may (INSTRUCTION: To withhold authority properly come before to vote for any individual nominee, the meeting and any write that nominee's name on the adjournments thereof. space provided above.) (Shareholder's Name and Address Imprinted Here) SIGNATURE(S)____________________________ DATE___________ Please date and sign as name is imprinted hereon. __________________________________________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----