Exhibit 10.2
TEKTRONIX, INC.
2005 STOCK INCENTIVE PLAN
[EXECUTIVE OFFICERS]
NON-STATUTORY STOCK OPTION AGREEMENT
Pursuant to the Tektronix, Inc. 2005 Stock Incentive Plan, as amended
(the "Plan"), Tektronix, Inc. (the "Company") has approved granting to you (the
"Optionee") an option to purchase Common Shares of the Company in the amount,
and upon the terms, hereinafter indicated. This document, together with the
STOCK OPTION AWARD SUMMARY delivered to Optionee describing an OPTION GRANT DATE
OF JANUARY 17, 2006, sets forth the complete NON-STATUTORY STOCK OPTION
AGREEMENT (the "Agreement") between you and Tektronix with respect to the Number
of Shares identified in the Stock Option Award Summary.
Optionee and Company agree as follows:
1. As of the Option Grant Date set forth in the Stock Option Award
Summary delivered to you simultaneously with this Non-Statutory Stock Option
Agreement, the Company hereby grants to the Optionee on the terms and conditions
herein the right and option (the "Option") to purchase the Company's authorized
but unissued or reacquired Common Shares, without par value, in an amount equal
to the Number of Shares and at the Exercise Price per share identified in the
Stock Option Award Summary. This Option is a Non-Statutory Stock Option and is
not intended to be an Incentive Stock Option, as defined in Section 422 of the
Internal Revenue Code, as amended (the "Code").
2. The terms and conditions set forth in Exhibit A are hereby
incorporated into and made a part of this Agreement.
3. The obligations of the Company under this Agreement are subject to
the approval of such authorities or agencies, if any, as may have jurisdiction
in the matter. The Company will use its best efforts to take such steps as may
be required by state or federal law or applicable regulations, including rules
and regulations of the Securities and Exchange Commission and any stock exchange
on which the Company's shares may then be listed, in connection with issuance or
sale of any shares purchased upon exercise of the Option.
4. Nothing in the Plan or this Agreement shall confer upon the Optionee
any right to be continued in the employment of the Company or any subsidiary of
the Company, or to interfere in any way with the right of the Company or any
subsidiary by whom the Optionee is employed to terminate the Optionee's
employment at any time, for any reason, with or without cause. Nothing in the
Plan or this Agreement shall confer upon the Optionee any right to receive
severance benefits based upon the options granted herein.
5. This Agreement shall be binding upon and shall inure to the benefit
of any successor or successors of the Company but except as provided herein the
Option may not be assigned or otherwise disposed of by the Optionee.
6. If Optionee has not previously indicated acceptance of the terms of
this Agreement, any exercise or attempted exercise of the options awarded
pursuant to this Agreement shall constitute acceptance of its terms.
7. Optionee consents to the electronic delivery of any prospectus and
any other documents relating to the Option in lieu of mailing or other form of
delivery.
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2005 STOCK INCENTIVE PLAN
EXHIBIT A
to
Non-Statutory Stock Option Agreement
1. Option Expiration Date. Subject to reductions in the Option period
as hereinafter provided in the event of termination of employment or death of
the Optionee, the Option shall continue in effect for a period of ten years from
the Option Grant Date.
2. Vesting (when you can exercise your options). Except as provided in
paragraph 5 of this Exhibit A, the Option may be exercised from time to time in
the following amounts:
Percentage of Shares
Subject to Option
----------------------
Prior to 12 months after Option Grant Date 0%
12 months after Option Grant Date 25%
24 months after Option Grant Date 50%
36 months after Option Grant Date 75%
48 months after Option Grant Date 100%
3. Limitations on Right to Exercise. Except as provided in paragraph 5
of this Exhibit A, the Option may not be exercised unless at the time of such
exercise the Optionee is employed by the Company and has been so employed
continuously since the Option Grant Date. For purposes of this Exhibit A, a
person is considered to be employed by the Company if the person is employed by
any entity (the "Employer") that is either the Company or a parent or subsidiary
of the Company.
4. Nonassignability. The Option may not be assigned or transferred by
the Optionee except by will or by the laws of descent and distribution of the
state or country of the Optionee's domicile at the time of death, and during the
lifetime of the Optionee the Option may be exercised only by the Optionee.
5. Termination of Employment.
(a) General Rule. If the Optionee's employment by the Company
terminates for any reason other than because of physical disability as provided
in paragraph 5(c), or death as provided in paragraph 5 (d), or when the Optionee
is eligible for retirement as provided in paragraph 5(b), the Option may be
exercised at any time before the expiration date of the Option or the expiration
of three months after the date of termination, whichever is the shorter period,
but only if and to the extent the Optionee was entitled to exercise the Option
at the date of termination.
(b) Termination When Eligible for Retirement. In the event of the
termination of the Optionee's employment when the Optionee is eligible for
retirement (other than because of death as provided in paragraph 5(d) or because
of physical disability as provided in paragraph 5(c)), the Option may be
exercised at any time prior to the expiration date of the Option or the
expiration of one year after the date of such termination, whichever is the
shortest period, but only if and to the extent the Optionee was entitled to
exercise the Option on the date of termination. For purposes of this Stock
Option Agreement, the Optionee is eligible for retirement if the Optionee is a
U.S. citizen, is at least 55 years of age
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and has been continuously employed by Tektronix for at least four years. If the
Optionee is not a U.S. citizen, then the Optionee is eligible for retirement
pursuant to the retirement plan or local law applicable to that Optionee, or in
the absence of such plan or local law, then the determination shall be the same
as for a U.S. employee. The Company may, in its sole discretion, cancel the
Option at any time prior to the exercise thereof unless the following conditions
are met:
(i) The Optionee shall not render services for any organization or
engage directly or indirectly in any business which, in the judgment of the
Chief Executive Officer of the Company, is or becomes competitive with the
Company, or which is or becomes otherwise prejudicial to or in conflict with the
interests of the Company. The Optionee shall be free, however, to purchase as an
investment or otherwise, stock or other securities of such organization or
business so long as they are listed upon a recognized securities exchange or
traded over-the-counter, and such investment does not represent a substantial
investment to the Optionee or a greater than 10 percent equity interest in the
organization or business.
(ii) The Optionee shall not, without prior written authorization from
the Company, disclose to anyone outside the Company, or use in other than the
Company's business, any confidential information or material, as defined in the
Company's employee confidentiality agreement, relating to the business of the
Company, acquired by the Optionee either during or after employment with the
Company.
(iii) The Optionee, pursuant to the Company's employee confidentiality
agreement, shall disclose promptly and assign to the Company all right, title,
and interest in any invention or idea, patentable or not, made or conceived by
the Optionee during employment by the Company, relating in any manner to the
actual or anticipated business, research or development work of the Company and
shall do anything reasonably necessary as requested by the Company to enable the
Company to secure a patent where appropriate in the United States and in foreign
countries.
(c) Termination Because of Disability. If the Optionee's employment by
the Company terminates because of physical disability preventing the Optionee
from performing regular duties, all or any part of the Option may be exercised
by the Optionee (without regard to the vesting schedule specified in paragraph 2
of this Exhibit A) at any time before the expiration date of the Option or
before the date one year after the date of termination, whichever is the shorter
period.
(d) Termination Because of Death. If the Optionee dies while employed
by the Company, all or any part of the Option may be exercised (without regard
to the vesting schedule specified in paragraph 2 of this Exhibit A) at any time
before the expiration date of the Option or before the date one year after the
date of death, whichever is the shorter period, but only by the person or
persons to whom the Optionee's rights under the Option shall pass by the
Optionee's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.
(e) Failure to Exercise Option. To the extent that the Option is not
exercised within the applicable period above provided, all further rights to
purchase shares pursuant to the Option shall cease and terminate.
(f) Leave of Absence. Absence on leave approved by the Employer or on
account of illness or disability shall not be deemed a termination or
interruption of employment or service. Vesting of the Option shall continue
during a medical, family or military leave of
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absence, whether paid or unpaid, and vesting of the Option shall be suspended
during any other unpaid leave of absence.
6. Exercise of Option. The Option may be exercised only upon receipt by
the Company of written notice from the Optionee of the Optionee's binding
commitment to purchase shares, specifying the number of shares the Optionee
desires to purchase under the Option and the date on which the Optionee agrees
to complete the transaction and, if required in order to comply with the
Securities Act of 1933, containing a representation that it is the Optionee's
intention to acquire the shares for investment and not with a view to
distribution. On or before the date specified for completion of the purchase of
the shares, the Optionee must pay the Company the full purchase price of those
shares in cash or by check or, with the consent of the Company, in Common Shares
of the Company valued at fair market value. Any Common Shares provided in
payment of the purchase price must have been previously acquired and held by the
Optionee for at least six months. The fair market value of Common Shares
provided in payment of the purchase price shall be the closing price of the
Common Shares last reported before the time payment in Common Shares is made or,
if earlier, committed to be made, if the Company's Common Shares is publicly
traded, or another value of the Common Shares as specified by the Board of
Directors. No shares shall be issued until full payment for the shares has been
made, including all amounts owed for tax withholding. Upon notification of the
amount due (if any), the Optionee shall pay to the Company in cash amounts
necessary to satisfy applicable federal, state and local withholding tax
requirements. Notwithstanding the foregoing, residents of the People's Republic
of China shall, concurrent with exercise, elect to sell the exercised shares at
the current fair market value of the shares pursuant to the Company's same-day
sale procedures.
7. Changes in Capital Structure.
(a) If the outstanding Common Shares are increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any stock split, combination of shares,
dividend payable in shares, recapitalization or reclassification, appropriate
adjustment shall be made by the Board of Directors in the number and kind of
shares as to which the Option, or portion thereof then unexercised, shall be
exercisable, so that the Optionee's proportionate interest before and after the
occurrence of the event is maintained. Any such adjustments made by the Board of
Directors shall be conclusive.
(b) 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 Option:
(i) The Option shall remain in effect in accordance with its terms.
(ii) The Option shall be converted into an option to purchase stock in
one or more of the corporations, including the Company, that are the surviving
or acquiring corporations in the Transaction. The amount, type of securities
subject thereto and exercise price of the converted option 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,
at the sole discretion of the Board of Directors, the converted option shall be
vested only to the extent that the vesting requirements relating to the Option
have been satisfied.
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(iii) The Company shall provide a period of 30 days or less before the
completion of the Transaction during which the Option may be exercised to the
extent then exercisable, and upon the expiration of that period, any unexercised
portion of the Option shall immediately terminate. The Board of Directors may,
in its sole discretion, accelerate the exercisability of options so that they
are exercisable in full during that period.
(c) In the event of the dissolution of the Company, the Option shall be
treated in accordance with paragraph 7(b)(iii) above.
8. No Solicitation. Employee agrees that for 18 months after Optionee's
employment with the Company terminates for any reason, with or without cause,
whether by the Company or Optionee, Optionee 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, Optionee shall
repay to the Company all benefits received under this Agreement if Optionee
violates this paragraph 9.
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