EXHIBIT 10(xiii)
September 1, 1992
John Karalis
7878-66 East Gainey Ranch Road
Scottsdale, AZ 85258
Dear John:
On behalf of Tektronix, Inc. I am pleased to confirm our
offer of employment in the position of Vice President,
Corporate Development. In this position you will report to
Jerome J. Meyer. The title of Vice President is conferred
by the Board of Directors and is subject to Board approval.
Following is a summary of the benefits and terms relating to
this offer:
1. COMPENSATION AND BENEFITS
Your compensation will consist of a base salary, payable
biweekly, at the annual rate of $175,000. You will also
participate in the Tektronix Results Sharing program
which provides employees with a cash payout when
specific financial targets are achieved. In addition,
you will receive a comprehensive benefits package that
includes group insurance, a company 401(k) plan,
flexible time off, and tuition reimbursement. You will
receive more information about the Tektronix benefits
program in your new employee orientation.
In this position, you will be a participant in the
Tektronix Annual Performance Improvement Plan (APIP).
The APIP plan provides cash payment opportunities
contingent on attainment of established performance
targets. The targeted amount for the 1993 fiscal year
will be 30% of your base pay, payable after the plan
year closes. Your APIP participation for the 1993
fiscal year will be prorated, commencing on the date you
begin employment at Tektronix. This amount will be
payable, on the normal plan schedule, unless you
voluntarily terminate your employment or are terminated
by Tektronix for cause at any time prior to the date
payment is made following the close of the 1993 fiscal
year or July 31, whichever is earlier. In subsequent
years, incentive compensation will be earned and paid in
accordance with applicable incentive compensation plans.
2. STOCK BONUS AWARD
Pursuant to the Tektronix Stock Incentive Plan, you will
receive a stock bonus award of 10,000 shares of
Tektronix common stock. The award will become effective
on the date you begin employment at Tektronix. One half
of the shares will vest at the end of the first and
second years of your employment with Tektronix. This
award will be subject to certain restrictions stated in
the plan and outlined in a
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separate Stock Bonus
Agreement to be prepared following Board approval. In
general, the unvested bonus shares will be subject to
forfeiture to Tektronix if your employment terminates
for any reason during a forfeiture period of two years
following the date of the award. The plan contains
special provisions for non-forfeiture in the event of
death or disability. The plan also provides that
dividends (plus interest) will be accumulated for your
account subject to the same possibility of forfeiture,
but you will have voting rights on the stock during the
forfeiture period. A copy of the prospectus for the
plan is enclosed for your information.
3. ADDITIONAL BENEFITS
Tektronix will also provide you the following additional
benefits:
Housing Allowance. Tektronix will pay you a
housing allowance of $1,250 per month.
Commuting Expenses. Tektronix will reimburse
you for reasonable (business class) airfare
expenses for up to 4 trips per month between
Portland and your residence in Phoenix.
These benefits will be provided to you for a period of
24 months or as long as you maintain your principal
residence outside the Portland area, whichever is the
lesser. You should be advised that these benefits may
be subject to applicable state or federal tax
withholding and may consist of taxable income.
4. ELIGIBILITY FOR SEVERANCE PAY
As we have discussed, Tektronix is an "at-will"
employer. Basically, this means that your position is
not intended to be for any fixed term and either you or
the company can terminate it at any time and for any
reason. However, if your employment is terminated by
Tektronix other than for cause at any time during the
first year after your employment begins, you will
receive as severance pay an amount equal to one year of
your then-current base pay. If your employment is
terminated by Tektronix other than for cause at any time
during the second year, you will receive as severance
pay the amount you would have earned during the
remainder of the second year had your employment not
been terminated.
For purposes of this letter, cause for termination would
generally be defined as limited to any willful and
continuous failure to perform your reasonably assigned
duties (as determined by the CEO), the commission by you
of felonious acts or any act of fraud or dishonesty, or
the commission of any act of willful misconduct that, in
the judgment of the CEO, materially and adversely
affects the financial condition of Tektronix.
As you know, your election as a Vice President of Tektronix,
the stock bonus award, APIP participation and severance pay
all require the approval of the Tektronix Board of Directors
or its Organization and Compensation
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Committee. If the terms of this offer are acceptable to you,
I will recommend formal action and approval by the Board or the
Committee at the next regular meeting.
This offer is intended to supersede the existing consulting
relationship between you and Tektronix.
John, we have enclosed the following forms which will need
to be signed upon your acceptance of this position:
. EMPLOYMENT ELIGIBILITY VERIFICATION FORM (Form I-9)
We are required by the Immigration Reform and Control
Act of 1986 to have this form completed and on file for
all Tektronix employees. Please bring the appropriate
documents mentioned in the Form I-9 with you on your
first day of employment.
. TEKTRONIX EMPLOYMENT AGREEMENT
This document refers to the nondisclosure of company
confidential information and ownership of inventions.
Tektronix requires that all employees sign this
document.
Should you have questions concerning any part of this offer
letter, please call me at 503/685-4020. To confirm your
acceptance of this offer, please sign the original of this
letter where indicated and return it along with the signed
copy of the Employment Agreement. We look forward to
hearing from you by September 8, 1992 regarding your
decision.
Congratulations and we look forward to welcoming you to Tektronix!
Sincerely,
/s/ T. Thorsteinson
Timothy E. Thorsteinson
Vice President
Quality/Human Resources
enclosures: Employment Agreement
Form I-9
Prospectus
I accept Tektronix's offer of employment under the terms
outlined in this letter. (See addendum attached.)
/s/ John Karalis 9/1/92
________________________ _______________________
John Karalis Date
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ADDENDUM TO THE JOHN P. KARALIS SEPTEMBER 1, 1992 OFFER LETTER.
1. Employment will be deemed to commence September 1, 1992.
2. During the first 24 months of his employment, Mr. Karalis is
entitled to 35 days off in addition to regular company holidays.
Business air travel of over 2 hours shall be first class.
3. Mr. Karalis' base salary will be reviewed at the close of the
1993 fiscal year and again at the close of the 1994 fiscal year.
4. Mr. Karalis shall receive a guaranteed APIP award, or other cash
equivalent, of 30% of his base salary, prorated from September 1,
1992, for the 1993 fiscal year.
5. Mr. Karalis' stock bonus award will be reviewed at the close of
the 1993 fiscal year and again at the close of the 1994 fiscal
year.
6. The housing allowance of $1,250.00 per month shall apply during
the first 24 months of employment if Mr. Karalis purchases a
residence in the Portland area while also maintaining a residence
in the Phoenix area. In addition, Tektronix shall reimburse Mr.
Karalis reasonable and actual customary closing costs in a
Portland area residence purchase and real estate commission and
reasonable and actual customary closing costs in selling such a
residence upon termination of his employment at Tektronix.
7. During that period of the first 24 months of employment during
which Mr. Karalis elects to rent housing in the Portland area
while maintaining a residence in the Phoenix area, Tektronix shall
pay him a housing allowance equal to the apartment rental,
furniture package and house-keeping and utilities charges not to
exceed those set forth in the attached Oswego Pointe quotation.
Tektronix may, at its option, pay these charges directly to the
lessor and/or furniture rental provider.
8. Tektronix shall reimburse Mr. Karalis for purchase and
installation of a fax machine at his Phoenix area residence for
business use and, if feasible at reasonable cost, installation of
Tektronix electronic mail upon Mr. Karalis' computer at his
Phoenix area home.
9. The air fare expenses referred to in item 3 of the offer letter
may be incurred by either Mr. Karalis, his wife, his son or his
daughter. (Mr. Karalis' "principal residence" shall be deemed to
be in Phoenix for so long as he maintains a residence there.)
10. If Tektronix' health insurance does not provide dependent coverage
for Mr. Karalis' son, Tektronix shall reimburse Mr. Karalis the
additional premium required to purchase commensurate coverage.
11. Mr. Karalis shall receive the following severance pay if he is
terminated by Tektronix other than for cause during the first 24
months of his employment. An immediate lump sum cash payment
equal to the sum of:
a. An amount equal to his base salary at the date of termination
for the entire period remaining of the first 24 months of his
employment.
b. If the APIP award for the 1993 fiscal year has not been paid
as referred to in item 4 of this addendum, then an amount equal
to the guaranteed APIP award referred to in item 4. Any amount
to be paid under this item with respect to an unpaid award for
the 1994 fiscal year shall be at the discretion of Jerome Meyer.
c. The issue of compensation for any unvested portion of the
10,000 share stock bonus award as of the date of termination
remains open
pending review of this general topic by the Board of
Directors.
In addition, Tektronix shall reimburse Mr. Karalis the lease
termination costs for a rented Portland residence or the item 6 selling
costs for a purchased residence, whichever the case may actually be.
12. Any failure by Tektronix to provide the compensation benefits,
stock bonus award and other consideration set forth in the offer
letter; any change in Mr. Karalis' reporting relationship to Mr.
Meyer as chief executive officer; change in title; material change
in responsibilities; change in location of office from the corporate
executive suite in Wilsonville, Oregon; material change in perquisites;
or other material change in his employment relationship; may be deemed
by Mr. Karalis, at his option, to be a constructive termination by
Tektronix other than for cause.
13. Any inconsistency between this addendum and the typed text of the
offer letter shall be controlled by this addendum. References to the
offer letter include this addendum.
14. Any dispute arising out of this agreement or the employment
relationship to which it refers shall be resolved by arbitration
under the rules of the American Arbitration Assocation in San Francisco,
California.
Any arbitral award may be enforced in any court of competent
jurisdiction.