EXHIBIT 10(i)
EXECUTIVE SEVERANCE AGREEMENT
September 22, 1993
Roy D. Barker
420 SW Riverbend
West Linn, OR 97068 EXECUTIVE
TEKTRONIX, INC.
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon TEKTRONIX
Tektronix considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best
interests of Tektronix and its shareholders. In order to induce
Executive to remain employed by Tektronix in the face of uncertainties
about the long-term strategies of Tektronix and their potential impact
on the scope and nature of Executive's position with Tektronix, this
Agreement, which has been approved by the Organization and Compensation
Committee of the Board of Directors of Tektronix, sets forth the
severance benefits that Tektronix will provide to Executive in the event
Executive's employment by Tektronix is terminated under the circumstanc-
es described in this Agreement.
1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by
Tektronix as Vice President. Executive and Tektronix acknowledge
that either party may terminate this employment relationship at any
time and for any reason, subject to the obligation of Tektronix to
provide the benefits specified in this Agreement in accordance with
the terms hereof.
2. RELEASE OF CLAIMS. In consideration for the severance benefits
outlined in this Agreement, Executive agrees to execute a Release
of Claims in the form attached as Exhibit A ("Release of Claims").
Executive promises to execute and deliver the Release of Claims to
Tektronix within the later of forty-five (45) days from the date
Executive receives the Release of Claims or on the last day of
Executive's active employment.
3. COMPENSATION UPON TERMINATION. In the event that Executive's
employment is terminated at any time by Tektronix other than for
Cause (as defined in Section 6.1 of this Agreement), death, or
Disability (as defined in Section 6.2 of this Agreement), subject
to Executive's execution of a Release of Claims, Executive shall be
entitled to the following benefits:
3.1 As severance pay and in lieu of any further pay for periods
subsequent to the date of termination, Tektronix shall pay
Executive, in a single payment within the later of forty-five
(45) days after termination of employment or eight days after
execution of the Release of Claims, an amount in cash equal to
Executive's annual base pay at the rate in effect immediately
prior to the date of termination, or, if greater, an amount in
cash equal to Executive's average annual base pay for the
three years ending with Executive's last pay change preceding
termination.
3.2 Executive is entitled to extend coverage under any group
health plan in which Executive and Executive's dependents are
enrolled at the time of termination of employment under the
COBRA continuation laws for the 18-month statutory period, or
so long as Executive remains eligible under COBRA.
Tektronix will pay Executive a lump sum payment in an amount
equivalent to the reasonably estimated cost Executive may
incur to extend for a period of eighteen (18) months under the
COBRA continuation laws Executive's group health and dental
plan coverage in effect at the time of termination. Executive
may use this payment, as well as any payment made under 3.1,
for such COBRA continuation coverage or for any other purpose.
3.3 Except as provided in Section 5.2, Executive shall be entitled
to a portion of the benefits under any incentive plans in
effect at the time of termination (including the Results
Sharing Plan and the Annual Performance Improvement Plan),
prorated for the portion of the plan year during which
Executive was a participant. For purposes of this Agreement,
Executive's participation in the Annual Performance Improve-
ment Plan will be considered to have ended on Executive's last
day of active employment. Prorated awards shall not be due
and payable by Tektronix to Executive until the date that all
awards are paid after the close of the incentive period.
Unless the applicable plan provides for a greater payment for
a participant whose employment terminates prior to the end of
an incentive period (in which case the applicable plan payment
shall be made), the proration shall be calculated pursuant to
this Section 3.3. The payment, if any, that would have been
made under Executive's award had Executive been made a
participant for the full incentive period shall be calculated
at the end of the incentive period. Such amount shall be
divided by the total number of days in the incentive period
and the result multiplied by the actual number of days
Executive participated in the plan.
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3.4 Tektronix will pay up to $12,500 to a third party outplacement
firm selected by Executive to provide career counseling
assistance to Executive for a period of one (1) year following
Executive's termination date.
3.5 Tektronix will permit Executive to continue to participate in
its Executive Financial Counseling Program through the
remainder of the term of Executive's current participation
(which shall in no case be longer than one (1) year after the
effective date of Executive's termination).
4. SUBSEQUENT EMPLOYMENT. The amount of any payment provided for in
this Agreement shall not be reduced, offset or subject to recovery
by Tektronix by reason of any compensation earned by Executive as
the result of employment by another employer after termination.
5. OTHER AGREEMENTS.
5.1 In the event that severance benefits are payable to Executive
under any other agreement with Tektronix in effect at the time
of termination (including but not limited to any change of
control, "golden parachute" or employment agreement, but
excluding for this purpose any stock option agreement or stock
bonus agreement or stock appreciation right agreement that may
provide for accelerated vesting or related benefits upon the
occurrence of a change in control), the benefits provided in
this Agreement shall not be payable to Executive. Executive
may, however, elect to receive all of the benefits provided
for in this Agreement in lieu of all of the benefits provided
in all such other agreements. Any such election shall be made
with respect to the agreements as a whole, and Executive
cannot select some benefits from one agreement and other
benefits from this Agreement.
5.2 The vesting or accrual of stock options, restricted stock,
stock bonuses, or any other stock awards shall not continue
following termination. Any agreements between Executive and
Tektronix that relate to stock awards (including but not
limited to stock options, long term incentive program, stock
bonuses and restricted stock) shall be governed by such agree-
ments and shall not be affected by this Agreement.
6. DEFINITIONS.
6.1 Cause. Termination by Tektronix of Executive's employment for
"Cause" shall mean termination upon (a) the willful and
continued failure by Executive to perform substantially
Executive's reasonably assigned duties with Tektronix (other
than any such failure resulting from Executive's incapacity
due to physical or mental illness) after a demand for
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substantial performance is delivered to Executive by the Chairman of
the Board of Directors or the President of Tektronix which
specifically identifies the manner in which such executive
believes that Executive has not substantially performed
Executive's duties, or (b) the willful engaging by Executive
in illegal conduct which is materially and demonstrably
injurious to Tektronix. For purposes of this Section 6.1, no
act, or failure to act, on Executive's part shall be consid-
ered "willful" unless done, or omitted to be done, by Execu-
tive in knowing bad faith and without reasonable belief that
Executive's action or omission was in, or not opposed to, the
best interests of Tektronix. Any act, or failure to act,
based upon authority given pursuant to a resolution duly
adopted by the Board of Directors or based upon the advice of
counsel for Tektronix shall be conclusively presumed to be
done, or omitted to be done, by Executive in good faith and in
the best interests of Tektronix.
6.2 Disability. Termination by Tektronix of Executive's employ-
ment based on "Disability" shall mean termination because of
Executive's absence from Executive's duties with Tektronix on
a full-time basis for one hundred eighty (180) consecutive
days as a result of Executive's incapacity due to physical or
mental illness, unless within thirty (30) days after notice of
termination by Tektronix following such absence Executive
shall have returned to the full-time performance of Execu-
tive's duties.
7. SUCCESSORS; BINDING AGREEMENT.
7.1 This Agreement shall be binding on and inure to the benefit of
Tektronix and its successors and assigns.
7.2 This Agreement shall inure to the benefit of and be enforce-
able by Executive and Executive's legal representatives,
executors, administrators and heirs.
8. RESIGNATION OF CORPORATE OFFICES. Executive will resign
Executive's office, if any, as a director, officer or trustee of
Tektronix, its subsidiaries or affiliates, effective as of the date
of termination of employment. Executive agrees to provide
Tektronix such written resignation(s) upon request.
9. GOVERNING LAW, ARBITRATION. This Agreement shall be construed in
accordance with and governed by the laws of the State of Oregon.
Any dispute or controversy arising under or in connection with this
Agreement or the breach thereof, shall be settled exclusively by
arbitration in Portland, Oregon in accordance with the Commercial
Arbitration Rules of the American Arbitration
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Association, and judgment upon the award rendered by the Arbitrator
may be entered in any Court having jurisdiction thereof.
10. FEES AND EXPENSES. In the event that Executive initiates arbitra-
tion under the circumstances described in this Agreement to obtain
or enforce any right or benefit provided by this Agreement and the
arbitrator determines that Executive is the prevailing party,
Executive shall be permitted to recover Executive's reasonable
attorneys' fees and costs incurred in connection with such
proceeding. In the event that the arbitrator determines that
Tektronix is the prevailing party, each party shall bear its own
attorneys' fees and costs incurred in connection with such
proceeding.
11. AMENDMENT. No provision of this Agreement may be modified unless
such modification is agreed to in a writing signed by Executive and
Tektronix.
TEKTRONIX, INC. /s/ Roy D. Barker
ROY D. BARKER
By: /s/ J. J. Meyer
Title: Chm & CEO
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Exhibit A
RELEASE OF CLAIMS
This Release of Claims (the "Release") is made and executed by
_________________________________ in connection with the termina-
tion of my employment with Tektronix, Inc. ("Tektronix") and in
consideration of my receiving valuable severance pay and benefits
as provided for in the Executive Severance Agreement ("Agreement").
These benefits are substantial consideration to which I am not
otherwise entitled.
On behalf of myself and my spouse, heirs, administrators and
assigns, I hereby release Tektronix, its parent and related
corporations, affiliates, or joint venturers and all officers,
directors, employees, agents, and insurers of the aforementioned
(collectively the "Company") from any and all liability, damages or
causes of action, whether known or unknown relating to my employ-
ment with the Company or the termination of that employment,
including but not limited to any claims for additional compensation
in any form, or damages. This specifically includes, but is not
limited to, all claims for relief or remedy under any state or
federal laws, including but not limited to Title VII of the Civil
Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USC Sections
1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the
Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act, the Older Workers Benefit Protection Act, the
Worker Adjustment and Retraining Notification Act, the Rehabilita-
tion Act of 1973, the Vietnam Era Veterans' Readjustment Assistance
Act, the Fair Labor Standards Act, Executive Order 11246, all as
amended, and the civil rights, employment and labor laws of the
state of any state or the United States.
This Release shall not affect any rights which I may have under any
medical insurance, disability, workers' compensation, unemployment
compensation or retirement plans maintained by the Company.
I acknowledge that I have been given at least 45 days to consider
whether to execute this Release of Claims and accept benefits under
the Program; that I have been advised of my right to consult with
an attorney or financial advisor of my choice and at my own
expense; that the Agreement gives me severance pay and benefits
which the Company would otherwise have no obligation to give me;
and that I voluntarily enter into the Release of Claims.
I understand that the Release of Claims is to be signed within 45
days from the date I received it or on my last day of employment,
whichever is later, and that I may revoke the Release of Claims,
provided I do so in writing within seven (7) days of signing the
Release. I understand and agree that the Company will have no
obligation to pay me any benefits under the Agreement until the
expiration of the revocation
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period, provided I have not revoked the Release of Claims. I understand
that if I revoke the Release of Claims my termination will nonetheless
remain in full force and effect and I will not be entitled to any benefits
under the Agreement.
I acknowledge that I have had time to consider the alternatives and
consequences of my election to receive benefits under the Agreement
and of signing the Release; that I am aware of my right to consult
an attorney or financial advisor at my own expense; and that, in
consideration for executing this Release and my election to receive
benefits under the Agreement, I have received additional benefits
and compensation of value to which I would not otherwise be
entitled.
I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS
RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME.
Every provision of this Release is intended to be severable. In
the event any term or provision contained in this Release is
determined to be illegal, invalid or unenforceable, such illegali-
ty, invalidity or unenforceability shall not affect the other terms
and provisions of this Release which shall continue in full force
and effect.
Dated: __________________, 1993
____________________________
Employee Name
____________________________
Employee Signature
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