EXHIBIT 10(ix)
LIST OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
WITH WHOM TEKTRONIX HAS EXECUTIVE SEVERENCE
AGREEMENTS IN SUBSTANTIALLY THE FORM ATTACHED
DIRECTORS
Delbert W. Yocam
NAMED EXECUTIVE OFFICERS
John P. Karalis
Carl W. Neun
John W. Vold
EXHIBIT-10(ix)
EXECUTIVE SEVERANCE AGREEMENT
September 22, 1993
[NAME]
[ADDRESS] EXECUTIVE
TEKTRONIX, INC.,
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon TEKTRONIX
Tektronix considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests
of Tektronix and its shareholders. In order to induce Executive to remain
employed by Tektronix in the face of uncertainties about the long-term
strategies of Tektronix and their potential impact on the scope and nature
of Executive's position with Tektronix, this Agreement, which has been
approved by the Organization and Compensation Committee of the Board of
Directors of Tektronix, sets forth the severance benefits that Tektronix
will provide to Executive in the event Executive's employment by Tektronix
is terminated under the circumstances described in this Agreement.
1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by Tektronix
as [TITLE]. Executive and Tektronix acknowledge that either party may
terminate this employment relationship at any time and for any reason,
subject to the obligation of Tektronix to provide the benefits
specified in this Agreement in accordance with the terms hereof.
2. RELEASE OF CLAIMS. In consideration for the severance benefits
outlined in this Agreement, Executive agrees to execute a Release of
Claims in the form attached as Exhibit A ("Release of Claims").
Executive promises to execute and deliver the Release of Claims to
Tektronix within the later of forty-five (45) days from the date
Executive receives the Release of Claims or on the last day of
Executive's active employment.
3. COMPENSATION UPON TERMINATION. In the event that Executive's
employment is terminated at any time by Tektronix other than for Cause
(as defined in Section 6.1 of this Agreement), death, or Disability
(as defined in Section 6.2 of this Agreement), subject to Executive's
execution of a Release of Claims, Executive shall be entitled to the
following benefits:
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3.1 As severance pay and in lieu of any further pay for periods
subsequent to the date of termination, Tektronix shall pay
Executive, in a single payment within the later of forty-five
(45) days after termination of employment or eight days after
execution of the Release of Claims, an amount in cash equal to
Executive's annual base pay at the rate in effect immediately
prior to the date of termination, or, if greater, an amount in
cash equal to Executive's average annual base pay for the three
years ending with Executive's last pay change preceding
termination.
3.2 Executive is entitled to extend coverage under any group health
plan in which Executive and Executive's dependents are enrolled
at the time of termination of employment under the COBRA
continuation laws for the 18-month statutory period, or so long
as Executive remains eligible under COBRA.
Tektronix will pay Executive a lump sum payment in an amount
equivalent to the reasonably estimated cost Executive may incur
to extend for a period of eighteen (18) months under the COBRA
continuation laws Executive's group health and dental plan
coverage in effect at the time of termination. Executive may
use this payment, as well as any payment made under 3.1, for
such COBRA continuation coverage or for any other purpose.
3.3 Except as provided in Section 5.2, Executive shall be entitled
to a portion of the benefits under any incentive plans in effect
at the time of termination (including the Results Sharing Plan
and the Annual Performance Improvement Plan), prorated for the
portion of the plan year during which Executive was a
participant. For purposes of this Agreement, Executive's
participation in the Annual Performance Improvement Plan will be
considered to have ended on Executive's last day of active
employment. Prorated awards shall not be due and payable by
Tektronix to Executive until the date that all awards are paid
after the close of the incentive period. Unless the applicable
plan provides for a greater payment for a participant whose
employment terminates prior to the end of an incentive period
(in which case the applicable plan payment shall be made), the
proration shall be calculated pursuant to this Section 3.3. The
payment, if any, that would have been made under Executive's
award had Executive been made a participant for the full
incentive period shall be calculated at the end of the incentive
period. Such amount shall be divided by the total number of
days in the incentive period and the result multiplied by the
actual number of days Executive participated in the plan.
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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 agreements and shall
not be affected by this Agreement.
6. DEFINITIONS.
6.1 CAUSE. Termination by Tektronix of Executive's employment for
"Cause" shall mean termination upon (a) the willful and
continued failure by Executive to perform substantially
Executive's reasonably assigned duties with Tektronix (other
than any such failure resulting from Executive's incapacity due
to physical or mental illness) after a demand for
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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 considered
"willful" unless done, or omitted to be done, by Executive in
knowing bad faith and without reasonable belief that Executive's
action or omission was in, or not opposed to, the best interests
of Tektronix. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board of
Directors or based upon the advice of counsel for Tektronix
shall be conclusively presumed to be done, or omitted to be
done, by Executive in good faith and in the best interests of
Tektronix.
6.2 DISABILITY. Termination by Tektronix of Executive's employment
based on "Disability" shall mean termination because of
Executive's absence from Executive's duties with Tektronix on a
full-time basis for one hundred eighty (180) consecutive days as
a result of Executive's incapacity due to physical or mental
illness, unless within thirty (30) days after notice of
termination by Tektronix following such absence Executive shall
have returned to the full-time performance of Executive's
duties.
7. SUCCESSORS; BINDING AGREEMENT.
7.1 This Agreement shall be binding on and inure to the benefit of
Tektronix and its successors and assigns.
7.2 This Agreement shall inure to the benefit of and be enforceable
by Executive and Executive's legal representatives, executors,
administrators and heirs.
8. RESIGNATION OF CORPORATE OFFICES. Executive will resign Executive's
office, if any, as a director, officer or trustee of Tektronix, its
subsidiaries or affiliates, effective as of the date of termination
of employment. Executive agrees to provide Tektronix such written
resignation(s) upon request.
9. GOVERNING LAW, ARBITRATION. This Agreement shall be construed in
accordance with and governed by the laws of the State of Oregon. Any
dispute or controversy arising under or in connection with this
Agreement or the breach thereof, shall be settled exclusively by
arbitration in Portland, Oregon in accordance with the Commercial
Arbitration Rules of the American Arbitration
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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 arbitration
under the circumstances described in this Agreement to obtain or
enforce any right or benefit provided by this Agreement and the
arbitrator determines that Executive is the prevailing party,
Executive shall be permitted to recover Executive's reasonable
attorneys' fees and costs incurred in connection with such proceeding.
In the event that the arbitrator determines that Tektronix is the
prevailing party, each party shall bear its own attorneys' fees and
costs incurred in connection with such proceeding.
11. AMENDMENT. No provision of this Agreement may be modified unless such
modification is agreed to in a writing signed by Executive and
Tektronix.
TEKTRONIX, INC.
_______________________________
NAME
By: ______________________________
Title: __________________________
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Exhibit A
RELEASE OF CLAIMS
This Release of Claims (the "Release") is made and executed by_____________
__________________ in connection with the termination of my employment with
Tektronix, Inc. ("Tektronix") and in consideration of my receiving valuable
severance pay and benefits as provided for in the Executive Severance
Agreement ("Agreement"). These benefits are substantial consideration to
which I am not otherwise entitled.
On behalf of myself and my spouse, heirs, administrators and assigns, I
hereby release Tektronix, its parent and related corporations, affiliates,
or joint venturers and all officers, directors, employees, agents, and
insurers of the aforementioned (collectively the "Company") from any and
all liability, damages or causes of action, whether known or unknown
relating to my employment with the Company or the termination of that
employment, including but not limited to any claims for additional
compensation in any form, or damages. This specifically includes, but is
not limited to, all claims for relief or remedy under any state or federal
laws, including but not limited to Title VII of the Civil Rights Act of
1964, the Post-Civil War Civil Rights Acts (42 USC Sections 1981-1988), the
Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act, the Older Workers
Benefit Protection Act, the Worker Adjustment and Retraining Notification Act,
the Rehabilitation Act of 1973, the Vietnam Era Veterans' Readjustment
Assistance Act, the Fair Labor Standards Act, Executive Order 11246, all
as amended, and the civil rights, employment and labor laws of the state
of any state or the United States.
This Release shall not affect any rights which I may have under any medical
insurance, disability, workers' compensation, unemployment compensation or
retirement plans maintained by the Company.
I acknowledge that I have been given at least 45 days to consider whether
to execute this Release of Claims and accept benefits under the Program;
that I have been advised of my right to consult with an attorney or
financial advisor of my choice and at my own expense; that the Agreement
gives me severance pay and benefits which the Company would otherwise have
no obligation to give me; and that I voluntarily enter into the Release of
Claims.
I understand that the Release of Claims is to be signed within 45 days from
the date I received it or on my last day of employment, whichever is later,
and that I may revoke the Release of Claims, provided I do so in writing
within seven (7) days of signing the Release. I understand and agree that
the Company will have no obligation to pay me any benefits under the
Agreement until the expiration of the revocation
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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 illegality, invalidity or
unenforceability shall not affect the other terms and provisions of this
Release which shall continue in full force and effect.
Dated: __________________, 1993
____________________________
Employee Name
____________________________
Employee Signature
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EXHIBIT-10(ix)
EXECUTIVE SEVERANCE AGREEMENT
October 23, 1992
Mr. Jerome J. Meyer
24790 S.W. Big Fir Road
West Linn, OR 97068 EXECUTIVE
TEKTRONIX, INC.,
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon TEKTRONIX
Tektronix considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best
interests of Tektronix and its shareholders. In order to induce
Executive to remain employed by Tektronix in the face of uncertainties
about the long-term strategies of Tektronix and their potential impact
on the scope and nature of Executive's position with Tektronix, this
Agreement, which has been approved by the Organization and Compensation
Committee of the Board of Directors of Tektronix, sets forth the
severance benefits that Tektronix will provide to Executive in the
event Executive's employment by Tektronix is terminated under the
circumstances described in this Agreement.
1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by
Tektronix as Chairman and Chief Executive Officer. Executive and
Tektronix acknowledge that either party may terminate this
employment relationship at any time and for any reason, subject to
the obligation of Tektronix to provide the benefits specified in
this Agreement in accordance with the terms hereof.
2. COMPENSATION UPON TERMINATION. In the event that Executive's
employment by Tektronix as its Chairman and Chief Executive Officer
is terminated at any time by Tektronix other than for Cause (as
defined in Section 5.1 of this Agreement), death, Disability (as
defined in Section 5.2 of this Agreement) or Retirement (as defined
in Section 5.3 of this Agreement), Executive shall be entitled to
the following benefits:
2.1 As severance pay and in lieu of any further salary for periods
subsequent to the date of termination, Tektronix shall pay
Executive, in a single payment within thirty days after
termination, an amount in cash equal to two times Executive's
annual base salary at the rate in effect immediately prior to
the date of termination, or, if greater, an amount in cash
equal to two times Executive's average annual base salary for
the three years ending with Executive's last salary change
preceding termination.
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2.2 Executive is entitled to extend coverage under any group
health plan in which he and his dependents are enrolled at the
time of termination of employment under the COBRA continuation
laws for the 18-month statutory period, or so long as he
remains eligible under COBRA. The COBRA continuation period
shall begin on the day that coverage under Tektronix' group
health plans normally ends due to termination of employment.
Tektronix agrees to cover Executive's COBRA continuation
payments until the earlier of the termination of his COBRA
continuation rights as the result of coverage under the group
health plan of a new employer or one year after the date of
termination of employment, provided that Executive continues
to pay an amount equal to Executive's regular contribution, if
any, for group health benefits.
2.3 Executive shall be entitled to a portion of the benefits under
any incentive plans in effect at the time of termination
(including the Results Sharing Plan and the Annual Performance
Improvement Plan), prorated for the portion of the plan year
during which Executive was a participant. Unless the
applicable plan provides for a greater payment for a
participant whose employment terminates prior to the end of an
incentive period (in which case the applicable plan payment
shall be made), the proration shall be calculated pursuant to
this Section 2.3. The payment, if any, that would have been
made under Executive's award had Executive been made a
participant for the full incentive period shall be calculated
at the end of the incentive period. Such amount shall be
divided by the total number of days in the incentive period
and the result multiplied by the actual number of days
Executive participated in the plan. Prorated awards shall not
be due and payable by Tektronix to Executive until the date
that all awards are paid after the close of the incentive
period.
2.4 Tektronix shall reimburse Executive up to $12,500 for
outplacement services provided to Executive by a third-party
outplacement firm selected by Executive that are incurred by
Executive within 12 months following Executive's termination.
3. SUBSEQUENT EMPLOYMENT. Except as provided in Section 2.2 of this
Agreement, the amount of any payment provided for in this Agreement
shall not be reduced, offset or subject to recovery by Tektronix by
reason of any compensation earned by Executive as the result of
employment by another employer after termination.
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4. OTHER AGREEMENTS.
4.1 In the event that severance benefits are payable to Executive
under any other agreement with Tektronix in effect at the time
of termination (including any change of control, "golden
parachute" or employment agreement, but excluding any stock
option agreement or stock bonus agreement or stock
appreciation right agreement that may provide for accelerated
vesting or related benefits upon termination or upon the
occurrence of a change in control), the benefits provided in
this Agreement shall not be payable to Executive. Executive
may, however, elect to receive all of the benefits provided
for in this Agreement in lieu of all of the benefits provided
in all such other agreements. Any such election shall be made
with respect to the agreements as a whole, and Executive
cannot select some benefits from one agreement and other
benefits from this Agreement. No such election shall,
however, operate to deprive Executive of the benefit of any
term or provision relating to acceleration or lapse of
forfeiture restrictions in any stock option or stock bonus
agreement between Tektronix and Executive, even if such term
or provision is referred to or required by an employment or
compensation agreement or other agreement of the kind covered
by the first sentence of this section.
4.2 The vesting or accrual of stock options, restricted stock or
any other stock awards shall not continue following
termination except as may be expressly provided by their
terms. Any agreements between Executive and Tektronix that
relate to stock awards (including but not limited to stock
options, stock bonuses and restricted stock, and the
provisions of any employment agreement or compensation
agreement relating to special acceleration of options or lapse
of forfeiture restrictions on bonus shares) shall remain in
effect, and the treatment of such stock awards shall be
governed by such agreements.
5. DEFINITIONS.
5.1 CAUSE. Termination by Tektronix of Executive's employment for
"Cause" shall mean termination upon (a) the willful and
continued failure by Executive to perform substantially
Executive's reasonably assigned duties with Tektronix (other
than any such failure resulting from Executive's incapacity
due to physical or mental illness) after a demand for
substantial performance is delivered to Executive by the
Chairman of the Organization and Compensation Committee of the
Board of Directors of Tektronix which specifically identifies
the manner in which such executive believes that Executive has
not substantially performed Executive's duties, or (b) the
willful engaging by Executive in illegal
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conduct which is materially and demonstrably injurious to
Tektronix. For purposes of this Section 5.1, no act, or
failure to act, on Executive's part shall be considered
"willful" unless done, or omitted to be done, by Executive in
knowing bad faith and without reasonable belief that
Executive's action or omission was in, or not opposed to, the
best interests of Tektronix. Any act, or failure to act,
based upon authority given pursuant to a resolution duly
adopted by the Board of Directors or based upon the advice of
counsel for Tektronix shall be conclusively presumed to be
done, or omitted to be done, by Executive in good faith and in
the best interests of Tektronix.
5.2 DISABILITY. Termination by Tektronix of Executive's
employment based on "Disability" shall mean termination
because of Executive's absence from Executive's duties with
Tektronix on a full-time basis for one hundred eighty (180)
consecutive days as a result of Executive's incapacity due to
physical or mental illness, unless within thirty (30) days
after termination following such absence Executive shall have
returned to the full-time performance of Executive's duties.
5.3 RETIREMENT. Termination by Executive or by Tektronix of
Executive's employment based on "Retirement" shall mean
termination on Executive's normal retirement date as set forth
in the Tektronix Pension Plan (or any successor or substitute
plan of Tektronix).
6. SUCCESSORS; BINDING AGREEMENT.
6.1 This Agreement shall be binding on and inure to the benefit of
Tektronix and its successors and assigns.
6.2 This Agreement shall inure to the benefit of and be
enforceable by Executive and Executive's legal
representatives, executors, administrators and heirs.
7. FEES AND EXPENSES. Tektronix shall pay all legal fees and related
expenses incurred by Executive as a result of Executive's seeking
to obtain or enforce any right or benefit provided by this
Agreement.
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8. AMENDMENT. No provision of this Agreement may be modified unless
such modification is agreed to in a writing signed by Executive and
Tektronix.
9. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Oregon.
TEKTRONIX, INC.
/s/ J.J. Meyer
-------------------
JEROME J. MEYER
/s/ A.V. Smith
By: -----------------
Title: ----------------
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