EXHIBIT 10(xvi)
TEKTRONIX
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
March 17, 1994
TEKTRONIX, INC.
AN OREGON CORPORATION
PO BOX 1000
WILSONVILLE, OREGON 97070 TEKTRONIX
TABLE OF CONTENTS
PAGE
1. Plan Administration 1
2. Deferral Election 1
3. Deferred Compensation Account 2
4. Time and Manner of Payment 3
5. Death 4
6. Termination; Amendment 4
7. Claims Procedure 5
8. General Provisions 5
9. Effective Date 6
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TEKTRONIX
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
March 17, 1994
Tektronix, Inc.
an Oregon corporation
PO Box 1000
Wilsonville, Oregon 97070 Tektronix
Members of the Tektronix Board of Directors who are not employees
of Tektronix or an affiliate (Non-Employee Directors) are paid annual
retainers and meeting fees, in cash, for service as directors of the
company (Directors' Fees).
In order to provide greater incentives for qualified persons to
serve as Non-Employee Directors, Tektronix adopts this plan to allow the
Non-Employee Director to elect from time to time to defer receipt of
Directors' Fees.
1. PLAN ADMINISTRATION
The Chief Executive Officer of Tektronix or delegate shall
appoint one or more employees of Tektronix as Administrator of the plan.
The Administrator shall interpret and administer the plan and for that
purpose may make, amend or revoke rules and regulations at any time.
2. DEFERRAL ELECTION
2.1 A Non-Employee Director may elect as provided below to
defer all or a specified part of the Directors' Fees payable to the
Director. An election shall be in writing on a form provided by the
Administrator and shall specify the time and manner of payment of the
deferred amounts in accordance with other provisions of this plan.
2.2 An election under 2.1 shall be effective as follows:
(a) Except as provided in (b) and 2.3, an election
received by the Administrator on or before December 20 of any year shall
be effective for fees payable for succeeding calendar years.
(b) An initial election shall be effective for all fees
payable after it is received if that occurs within 30 days after notice
to a Director of whichever of the following is applicable:
(1) Adoption of this plan.
(2) Commencement of the Director's eligibility to
participate in this plan.
2.3 An election shall continue in effect through the year in
which the Director terminates it in writing or changes the amount
deferred by submitting a new election. Such a notice or new election
received on or before December 20 of any year shall be effective for
succeeding calendar years and shall not affect fees deferred under the
prior election.
2.4 Tektronix may withhold from any deferral or from
nondeferred fees payable at the same time any amounts required by
applicable law and regulations.
3. DEFERRED COMPENSATION ACCOUNT
3.1 Tektronix shall credit to a Director's deferred
compensation account (the Account) each amount deferred by the Director
under this plan. The Account shall be credited as of the day a deferred
fee would otherwise have been paid to the Director.
3.2 Until full payment of a Director's Account has been made
to the Director or beneficiaries under this plan, Tektronix shall credit
interest to the Account as follows:
(a) The interest rate for each calendar quarter shall
be the yield to maturity of the most recent 10 year U.S. Treasury Notes
as of the close of the quarter.
(b) Interest on undistributed balances shall accrue
from the date deferrals are credited under 3.1 until the last
installment is paid.
(c) Interest shall be added to principal during the
deferral period as of the last day of each calendar quarter. Installment
payments shall be calculated by dividing the adjusted principal by the
number of installments to be paid.
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Interest during the payment period shall be added to the second and
subsequent installments of principal.
3.3 Each Director's account shall be maintained on the books
of Tektronix until full payment has been made to the Director or
beneficiaries under this plan. No funds shall be set aside or earmarked
for the Account, which shall be purely a bookkeeping device.
4. TIME AND MANNER OF PAYMENT
4.1 Subject to 4.5 and 5.1 the Account shall be paid or
payment commenced in the next January after one of the following Payment
Dates as selected under 4.3:
(a) The date the Director's service on the Tektronix
Board ends.
(b) The date the Director reaches age 65 or a later age
specified by the Director in the selection under 4.3.
(c) The date that the criteria in both (a) and (b) have
been met.
4.2 Subject to 4.5 and 5.1 the Account shall be paid in one of
the following ways as selected under 4.3:
(a) In a single lump sum.
(b) In not more than five substantially equal annual
installments of principal plus interest.
4.3 The time and manner of payment under 4.1 and 4.2 shall be
selected by the Director as follows:
(a) The selection shall be made in the deferral
election.
(b) The selection shall be irrevocable for the portion
of the Account attributable to amounts deferred under the election in
which the selection is made.
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(c) If the time or method of payment is different under
different elections, the Account shall be appropriately divided for
distribution.
4.4 Tektronix may withhold from any payments any income tax
or other amounts as required by law.
4.5 If a Director has elected to defer payment of an amount,
the Administrator may in its discretion make or commence payments
earlier than the deferred date if, on application by the Director, the
Administrator finds that financial hardship exists because of illness,
accident, disability or other unexpected event creating a financial
need.
5. DEATH
5.1 A Director's account shall be payable under 5.2 on the
Director's death regardless of the provisions of 4 above.
5.2 On death of a Director the Account shall be paid in a
single lump sum within 30 days after death in the following order of
priority:
(a) To the surviving beneficiaries designated by the
Director in writing to the Administrator.
(b) To the Director's surviving spouse.
(c) To the Director's estate.
6. TERMINATION; AMENDMENT
6.1 Tektronix may terminate this plan effective the first day
of any year after notice to the Non-Employee Directors. On termination,
amounts in an Account shall remain to the credit of the Account, shall
continue to be credited with interest and shall be paid out in
accordance with 3 and 4 above.
6.2 Tektronix may amend this plan effective the first day of
any calendar year after notice to the Non-Employee Directors.
6.3 If the Internal Revenue Service rules that any amounts
deferred under this plan will be subject to current income tax, all
amounts to which the ruling is applicable shall be paid within 30 days
to the Directors with Accounts.
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7. CLAIMS PROCEDURE
7.1 Any person claiming a benefit, requesting an
interpretation or ruling under the plan, or requesting information under
the plan shall present the request in writing to the Administrator, who
shall respond in writing as soon as practicable.
7.2 If the claim or request is denied, the written notice of
denial shall state the following:
(a) The reasons for denial, with specific reference to
the plan provisions on which the denial is based.
(b) A description of any additional material or
information required and an explanation of why it is necessary.
(c) An explanation of the plan's review procedure.
7.3 The initial notice of denial shall normally be given
within 90 days after receipt of the claim. If special circumstances
require an extension of time, the claimant shall be so notified and the
time limited shall be 180 days.
7.4 Any person whose claim or request is denied or who has
not received a response within 30 days may request review by notice in
writing to the Administrator. The original decision shall be reviewed by
the Administrator which may, but shall not be required to, grant the
claimant a hearing. On review, whether or not there is a hearing, the
claimant may have representation, examine pertinent documents and submit
issues and comments in writing.
7.5 The decision on review shall ordinarily be made within 60
days. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be so notified and the time limit
shall be 120 days. The decision shall be in writing and shall state the
reasons and the relevant plan provisions. All decisions on review shall
be final and bind all parties concerned.
8. GENERAL PROVISIONS
8.1 All amounts of deferred compensation under this plan
shall remain at all times the unrestricted assets of Tektronix and the
promise to pay the deferred amounts shall at all times remain unfunded
as to the Directors. The rights of Directors and beneficiaries under the
plan shall only be as general creditors of Tektronix.
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8.2 Any notice under this plan shall be in writing or by
electronic means and shall be received when actually delivered or, if
mailed, when deposited postpaid as first class mail. Mail should be
directed to Tektronix at the address stated in this plan, to a Director
at the address stated in the Director's election or to such other
address as either party may specify by notice to the other party.
8.3 The interests of a Director or beneficiary under this
plan are personal and no such interest may be assigned, seized by legal
process or in any way subjected to the claims of any creditor.
9. EFFECTIVE DATE
This plan shall be effective March 17, 1994.
Adopted March 17, 1994
TEKTRONIX, INC.
By /S/ JEROME J. MEYER
Jerome J. Meyer,
Chairman of the Board
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