RESTRICTED STOCK AGREEMENT

                This Agreement is made and entered into as of the ___rd day of
______ 2005 by and between Tektronix, Inc., an Oregon corporation (the
"Company") and ______________________________ (the "Employee").

                                    RECITALS

                A.      In order to attract and retain as employees people of
initiative and ability, the Board of Directors of the Company (the "Board") has
adopted the 2002 Stock Incentive Plan (the "Incentive Plan").

                B.      Under the Incentive Plan, the Organization and
Compensation Committee of the Board (the "Committee") may make restricted stock
grants of the Company's common stock (the "Common Shares") subject to terms,
conditions, and restrictions determined by the Committee.

                C.      The Committee considers it in the Company's best
interest to award Employee a restricted stock grant to enhance the Company's
ability to retain Employee's services and to provide an additional incentive for
Employee to exert the Employee's best efforts on behalf of the Company.

                D.      Employee accepts the restricted stock award on the terms
and conditions contained in this Agreement and in the Incentive Plan.

                                    AGREEMENT

                1.      Award of Restricted Stock. Pursuant to Section 8 of the
Incentive Plan, the Committee hereby awards to Employee ________ shares of the
Company's fully paid and nonassessable Common Shares as a restricted stock grant
(the "Restricted Stock"). All of the Restricted Stock is subject to the length
of service restrictions set forth in Section 2.

                2.      Length of Service Restrictions. All of the Restricted
Stock shall initially be subject to forfeiture to the Company. All of the
Restricted Stock shall be automatically forfeited to the Company if Employee's
employment by the Company terminates for any reason whatsoever, including
termination with or without cause, or retirement, prior to ______________.
Subject to satisfaction of this length of service condition, on such date,
one-half of the shares of Restricted Stock shall be released from the forfeiture
restriction. The remaining one-half of the shares of Restricted Stock shall
remain subject to length of service restrictions and shall be automatically
forfeited to the Company if Employee's employment by the Company terminates for
any reason whatsoever, including termination with or without cause, or
retirement prior to ____________. For purposes of this Agreement, a person is
considered to be employed by the Company if the person is employed by any entity
that is either the Company or a parent or subsidiary of the Company.
Notwithstanding the foregoing, the possibility of forfeiture of the Restricted
Stock established above shall lapse in its entirety in the event Employee's
employment terminates because of the death of Employee or physical disability
preventing Employee from performing regular duties.

                3.      Certain Transactions. Notwithstanding any provision in
this Agreement, in the event of a merger, consolidation, plan of exchange,
acquisition of property, or stock, split-up, split-off, spin-off, reorganization
or liquidation to which the Company is a party or 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 (each, a "Transaction"), the
Company shall, by action of the Board of Directors, in its sole discretion and
to the extent possible under the structure of the Transaction, select one of the
following alternatives for treating the Restricted Stock:

                (i)     The Restricted Stock shall remain in effect in
        accordance with its terms.

                (ii)    The Restricted Stock, to the extent then still subject
        to the length of service forfeiture restrictions, shall be forfeited to
        the Company at the closing of the Transaction.



                (ii)    The Restricted Stock shall be converted into restricted
        stock of one or more of the corporations that are the surviving or
        acquiring corporations in the Transaction. The amount and type of
        converted restricted stock shall be determined by the Company, taking
        into account the relative values of the companies involved in the
        Transaction and the exchange rate, if any, used in determining shares of
        the surviving corporation(s) to be held by holders of shares of the
        Company following the Transaction. Unless otherwise determined by the
        Company, by action of the Board of Directors, the converted restricted
        stock shall continue to be subject to the forfeiture provisions
        applicable to the Restricted Stock at the time of the Transaction.

                4.      Share Certificates and Dividends; No Transfers.
Certificates for Restricted Stock shall be issued as soon as practicable after
the effective date of this Agreement and shall be issued in the name of the
Employee. In order to facilitate the cancellation of Restricted Stock upon
forfeiture, Employee shall execute a stock power upon request, endorsed in
blank, covering all Restricted Stock and deliver it to the Company. Certificates
and corresponding stock powers shall be held by the Company or its designee
until the possibility of forfeiture has lapsed. Upon the lapse of forfeiture
restrictions with respect to all or a portion of the Restricted Stock,
certificates representing such shares shall be delivered to the registered owner
as soon as practicable. If forfeiture occurs, the certificates covering the
forfeited shares shall be promptly cancelled by the Company. While the
certificates are held by the Company or its designee, Employee will be entitled
to receive cash dividends declared on the Restricted Stock, if any, and will be
able to exercise voting and other shareholder rights. Certificates for any stock
dividends shall also be held in accordance with this Section. If forfeiture
occurs, Employee shall have no right to receive retained stock dividends with
respect to Restricted Stock that is forfeited. No interest in any Restricted
Stock may be transferred voluntarily or by operation of law until the
possibility of forfeiture lapses. The registered owner to whom a certificate is
delivered pursuant to this Section shall be Employee, unless Employee is not
living, in which case the owner shall be the person or persons establishing
rights of ownership by will or under the laws of descent and distribution.

                5.      Taxes. Employee acknowledges that any income recognized
as a result of receiving the Restricted Stock will be treated as ordinary
compensation income subject to federal, state and local income, employment and
other tax withholding. Employee understands that if he or she makes an election
under Section 83(b) of the Internal Revenue Code of 1986, as amended (a "Section
83(b) Election"), with respect to some or all of the Restricted Stock, Employee
will recognize ordinary compensation income at the time such Restricted Stock is
received, in an amount equal to the fair market value of the Restricted Stock on
that date. If Employee does not make a Section 83(b) Election with respect to
some or all of the Restricted Stock, Employee will recognize ordinary
compensation income at the time any portion of such Restricted Stock vests in
accordance with Section 2 of this Agreement, in an amount equal to the fair
market value of those Restricted Stock on the vesting date. Within 10 days after
notification by Company, and prior to or concurrently with the delivery of the
certificates representing the Restricted Stock, Employee shall pay to Company
the amount necessary to satisfy any applicable federal, state and local tax
withholding requirements arising in connection with Employee's receipt of the
Restricted Stock, including any amounts required to be withheld at the time any
portion of the Restricted Stock vests in accordance with Section 2 of this
Agreement. Employee shall pay such amounts in cash or, at the election of the
Employee, by surrendering to Company for cancellation Restricted Stock or other
shares of Company Common Stock held for at least six months valued at the
closing market price for the Company Common Stock on the last trading day
preceding the date of Employee's election to surrender such shares. If
additional withholding becomes required beyond any amount paid before delivery
of the certificates representing the Restricted Stock, Employee shall pay such
amount to Company upon demand. If shareholder fails to pay any amount demanded,
Company shall have the right to withhold such amount from other amounts payable
by Company to the Employee, including salary, subject to applicable law.
Employee understands that to be valid, a Section 83(b) election must be filed
with the Internal Revenue Service within 30 days of the date the ownership of
the Restricted Stock is transferred to Employee, a copy of the election must be
provided to Company, and a copy of the election must be attached to the
Employee's federal (and possibly state) income tax return for the year of the
election. Employee acknowledges that if he or she chooses to file a Section
83(b) election, it is Employee's sole responsibility, and not Company's, to make
a valid and timely election. Employee is encouraged to consult his or her tax
advisor regarding the advisability of, and procedure for, making a Section 83(b)
election with respect to some or all of the Restricted Stock.

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                6.      No Solicitation. Employee agrees that for 18 months
after Employee's employment with the Company terminates for any reason, with or
without cause, whether by the Company or Employee, Employee shall not recruit,
attempt to hire, solicit, or assist others in recruiting or hiring, any person
who is an employee of the Company, or any of its subsidiaries, in each case as
of the date of employment termination, or induce or attempt to induce any such
employee to terminate his or her employment with the Company or any of its
subsidiaries. In addition to other remedies that may be available to the
Company, Employee shall repay to the Company all benefits received under this
Agreement if Employee violates this Section 6.

                7.      Additional Common Shares of the Company. If, during the
period when any of the Restricted Stock is subject to the possibility of
forfeiture, the outstanding Common Shares are hereafter increased as a result of
a stock dividend or stock split, the restrictions and other provisions of this
Agreement shall apply to any such additional shares which are issued in respect
of any Restricted Stock to the same extent as such restrictions and other
provisions apply to such Restricted Stock.

                8.      Restrictive Legend. Certificates for shares issued under
this Agreement may bear the following legend:

                "The shares represented by this certificate are subject to
                a Restricted Stock Agreement between the registered owner
                and Tektronix, Inc. materially restricting the
                transferability of the shares. A copy of the agreement is
                on file with the Secretary of Tektronix, Inc."

                9.      Not a Contract of Employment. This Agreement shall
not be construed as a contract of employment between the Company and
Employee and nothing contained in this Agreement or in the Incentive Plan
shall confer upon Employee any right to be continued in the employment of
the Company or any subsidiary or to interfere in any way with the right of
the Company or any subsidiary by whom Employee is employed to terminate the
Employee's employment at any time for any reason, with or without cause, or
to decrease Employee's compensation or benefits.

                10.     Electronic Delivery. Employee consents to the
electronic delivery of any prospectus and any other documents relating to
this award in lieu of mailing or other form of delivery.

                                                 TEKTRONIX, INC.


__________________________________               By: ___________________________
(Signature)                                              (Signature)

                                                 Title: ________________________

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