Exhibit 10.1
[EXECUTIVE OFFICERS] RESTRICTED STOCK AGREEMENT
2005 Stock Incentive Plan
This Agreement is made and entered into as of the ___rd day of ______
2006 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
2005 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 7 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, all of the shares of
Restricted Stock shall be released from the forfeiture restriction. 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.
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(iii) 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. At the Company's discretion, all certificates may be issued in
book-entry format in lieu of issuing physical certificates.
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 Employee 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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