[Tektronix logo]                                      INTER-OFFICE COMMUNICATION

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To:       Tim Thorsteinson  58-760                                 April 9, 1999

From:     Jerry Meyer

Subject:  Project Mayflower


As you know, the Company has decided to explore strategic alternatives relating
to the Profile and Grass Valley businesses (VCP). In your capacity as President
of VND, I have asked you to lead this project from an operational perspective.
In the event we close a transaction to sell VCP to a third party, it is likely
your employment with Tektronix will be impacted. This memo describes the impact
of a transaction on your employment and related compensation matters.

Severance Pay. In the event you are asked to go with the new company, and you
agree to do so for a minimum of six months (or some lesser time period
determined by me at my discretion), you will be entitled to those benefits under
the Executive Severance Agreement dated September 22, 1993, as amended ("ESA"),
except that you will not be entitled to any FY00 APIP prorated payment under
section 3.3. In lieu of FY00 APIP, you will be eligible for the transaction
bonus described below. Your eligibility for FY99 APIP will be unaffected by this
memo. The one-year base pay will be based on a salary of $330,000. You will be
entitled to participate in the results program during your period of continued
employment. If you are not asked to go with the new company (or you are asked to
go with the new company but you elect not to do so) and you remain employed by
Tektronix, you will not be entitled to any severance pay and the ESA will remain
in effect according to its terms. If you are not asked to go with the new
company (or you are asked to go with the new company but you elect not to do so)
and are laid off by Tektronix, you will be entitled to the ESA benefits
described above.

Transaction Bonus. In the event we close a transaction, you will be entitled to
a lump sum payment of $330,000 if the transaction is completed with no negative
impact to Tektronix. This means that the transaction must be completed without
any additional loss or charge to Tektronix. The transaction proceeds and
reserves already taken must be sufficient to cover the net book value of the VCP
assets and all related transaction and transition costs. These costs include
provisions for contingent liabilities and for any costs associated with
severance. We will apply generally accepted accounting principles to


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make these determinations to the extent possible and I will make any judgments
if necessary.

If Tektronix or the new company ask you to go with the new company for a minimum
of six months (or some other lesser time period or milestone-based transition
agreed to by Tektronix and the new company at our discretion), and you elect not
to do so, you will receive no Transaction Bonus. If you are not asked to go with
the new company and remain employed with Tektronix, you will receive no
Transaction Bonus. If you are not asked to go with the new company and are laid
off from Tektronix within one year of the closing date, you will be entitled to
100% of the Transaction Bonus.

Stock Options. If you do not remain employed by Tektronix after the close of the
transaction (whether by layoff or termination of employment through transfer to
the new company, but not through voluntary resignation), we will accelerate 100%
of your outstanding but unvested stock options to vest on your last day of
employment. No other terms of the stock option agreement will be altered,
including the provision that the options will lapse if not exercised within 90
days of your termination of employment.

There are no other changes to any other plan or agreement you may have in place
with Tektronix, including the SERP, pension, 401(k), LTIP, change in control, or
welfare benefit plans. Your rights and obligations under those plans are
governed by their terms. All benefits provided for in this letter are
conditioned upon your execution of the Release of Claims as provided in your
ESA.

If we are unable to close a transaction with a third party, and we determine to
continue to operate the business within Tektronix or spin it off into an
independent operation, we will address the impact on your employment separately
and this memo will have no application to those alternatives. If we fail to
close a transaction by October 31, 1999, all terms of this memo will terminate.

I look forward to successfully consummating a transaction that will be in the
best interests of our shareholders, customers, and employees.

gb


AGREED

TIM THORSTEINSON                  J.J. MEYER
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Tim Thorsteinson
Date: 4/12/99