TEKTRONIX, INC.
1998 STOCK OPTION PLAN,
[As Amended by the Board of Directors on March 17, 1999]
1. Purpose. The purpose of this Stock Option Plan (the "Plan") is to enable
Tektronix, Inc. (the "Company") to attract and retain as employees, officers and
directors, people of initiative and ability and to provide additional incentives
to employees, officers and directors.
2. Shares Subject to the Plan. Subject to adjustment as provided below and
in paragraph 8, the shares to be offered under the Plan shall consist of Common
Shares of the Company, and the total number of Common Shares that may be issued
under the Plan shall not exceed 4,000,000 Common Shares. The shares issued under
the Plan may be authorized and unissued shares or reacquired shares. If an
option granted under the Plan expires, terminates or is cancelled, the unissued
shares subject to such option shall again be available under the Plan
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan was adopted by the Board of Directors on
June 17, 1998. The Plan shall become effective when approved by the
shareholders of the Company.
(b) Duration. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued. The Board of
Directors may suspend or terminate the Plan at any time except with respect
to options then outstanding under the Plan. Termination shall not affect
any outstanding options issued under the Plan.
4. Administration.
(a) Board of Directors. The Plan shall be administered by the Board of
Directors of the Company, which shall determine and designate from time to
time the employees, officers and directors to whom options shall be
granted, the amount of the options and the other terms and conditions of
the grants. Subject to the provisions of the Plan, the Board of Directors
may from time to time adopt and amend rules and regulations relating to
administration of the Plan, accelerate any exercise date, extend any
exercise period, amend any provision applicable to options and make all
other determinations in the judgment of the Board of Directors as necessary
or desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the
Board of Directors shall be final and conclusive. The Board of Directors
may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any related agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect, and it
shall be the sole and final judge of such expediency.
(b) Committee. The Board of Directors may delegate to a committee of
the Board of Directors (the "Committee") any or all authority for
1
administration of the Plan. If authority is delegated to a Committee, all
references to the Board of Directors in the Plan shall mean and relate to
the Committee except that only the Board of Directors may amend or
terminate the Plan as provided in paragraphs 3 and 11. The Board of
Directors may designate a committee of officers of the Company that shall
have all authority of the Committee to grant and amend options under the
Plan to employees who are not officers.
5. Types of Options; Eligibility; Limitations on Certain Awards. The Board
of Directors may, from time to time, take the following action, under the Plan:
(i) grant Incentive Stock Options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), as provided in paragraph 6(b);
(ii) grant options other than Incentive Stock Options ("Non-Statutory Stock
Options") as provided in paragraph 6(c); and (iii) grant foreign qualified
options as provided in paragraph 7. Any such awards may be made to employees,
officers and directors, of the Company or its subsidiaries, except that
Incentive Stock Options can only be granted to employees. The Board of Directors
shall select the participants to whom awards shall be made. The Board of
Directors shall specify the action taken with respect to each participant to
whom an award is made under the Plan. No participant may be granted options
under the Plan for more than an aggregate of 600,000 Common Shares in connection
with the hiring of the participant or 200,000 Common Shares in any fiscal year
otherwise.
6. Option Grants.
(a) Grant. With respect to each option grant, the Board of Directors
shall determine the number of shares subject to the option, the option
price, the period of the option (which shall not exceed ten years from the
date of grant), the time or times at which the option may be exercised and
whether the option is an Incentive Stock Option or a Non-Statutory Stock
Option.
(b) Incentive Stock Options. Incentive Stock Options shall be subject
to the following terms and conditions:
(i) No employee may be granted Incentive Stock Options under the
Plan such that the aggregate fair market value, on the date of grant,
of the Common Shares with respect to which Incentive Stock Options are
exercisable for the first time by that employee during any calendar
year under the Plan and under any other incentive stock option plan
(within the meaning of Section 422 of the Code) of the Company or any
parent or subsidiary of the Company exceeds $100,000.
(ii) An Incentive Stock Option may be granted under the Plan to
an employee possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or of any parent
or subsidiary of the Company only if the option price is at least 110
percent of the fair market value of the Common Shares subject to the
option on the date it is granted, as described in paragraph 6(b)(iv),
and the option term does not exceed five years from the date of grant.
2
(iii) The option price per share shall be determined by the Board
of Directors at the date of grant. Except as provided in paragraph
6(b)(ii), the option price shall not be less than 100 percent of the
fair market value of the Common Shares covered by the Incentive Stock
Option at the time the option is granted. The fair market value shall
be deemed to be the closing price of the Common Shares as reported in
the NYSE Composite Transactions in The Wall Street Journal on the day
preceding the date the option is granted, or if there has been no sale
on that date, on the last preceding date on which a sale occurred, or
such other reported value of the Common Shares as shall be specified
by the Board of Directors.
(iv) No Incentive Stock Option shall be granted on or after June
17, 2008.
(v) The Board of Directors may at any time without the consent of
the optionee convert an Incentive Stock Option to a Non-Statutory
Stock Option.
(vi) Subject to adjustment as provided in paragraph 8, the total
number of Common Shares that may be issued under the Plan upon
exercise of Incentive Stock Options shall not exceed 4,000,000 shares.
(c) Non-Statutory Stock Options. The option price for Non-Statutory
Stock Options shall be determined by, or in the manner specified by, the
Board of Directors at the time of grant. The option price may not be less
than 100 percent of the fair market value of the shares on the valuation
date selected by the Board of Directors. The Board of Directors may select
the valuation date from among the following dates: (i) the date of
commitment by the Company to grant the option; (ii) the date of approval of
the option grant by the Board of Directors or (iii) the effective date of
the option. The fair market value of shares covered by a Non-Statutory
Stock Option shall be deemed to be the closing price of the Common Shares
as reported in the NYSE Composite Transactions in The Wall Street Journal
on the date preceding the valuation date, or if there has been no sale on
that date, on the last preceding date on which a sale occurred, or such
other reported value of the Common Shares, or average closing prices for a
period of not more than 10 trading days preceding the valuation date, as
shall be specified by the Board of Directors.
(d) Exercise of Options. Except as provided in paragraph 6(f) or
otherwise determined by the Board of Directors, no option granted under the
Plan to an employee may be exercised unless at the time of such exercise
the optionee is employed by the Company or any subsidiary of the Company
and shall have been so employed continuously since the date such option was
granted. Absence on leave or on account of illness or disability under
rules established by the Board of Directors shall not, however, be deemed
an interruption of employment for this purpose. Except as provided in
paragraphs 6(f), 8 and 9, options granted under the Plan may be exercised
from time to time over the period stated in each option in such amounts and
at such times as shall be prescribed by the Board of Directors, provided
that options shall not be exercised for fractional shares. Unless otherwise
determined by
3
the Board of Directors, if the optionee does not exercise an option in any
one year with respect to the full number of shares to which the optionee is
entitled in that year, the optionee's rights shall be cumulative and the
optionee may purchase those shares in any subsequent year during the term
of the option.
(e) Nontransferability. Each Incentive Stock Option and, unless
otherwise determined by the Board of Directors, each other option granted
under the Plan by its terms shall be nonassignable and nontransferable by
the optionee, either voluntarily or by operation of law, 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 each option by its terms
shall be exercisable during the optionee's lifetime only by the optionee.
(f) Termination of Employment, Disability or Death.
(i) Unless otherwise determined by the Board of Directors, in the
event the employment of the optionee by the Company or a subsidiary
terminates for any reason other than because of death or disability or
when eligible for retirement as provided in paragraphs 6(f)(ii), (iii)
and (iv), the option may be exercised at any time prior to the
expiration date of the option or the expiration of three months after
the date of such termination of employment, whichever is the shorter
period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination.
(ii) Unless otherwise determined by the Board of Directors, in
the event of the termination of an optionee's employment when eligible
for retirement on or after age 55 under the Tektronix Pension Plan
(other than because of death as provided in paragraph 6(f)(iv) or
because of disability as provided in paragraph 6(f)(iii)), the option
may be exercised at any time prior to the expiration date of the
option, the expiration of one year after the date of such termination,
or the expiration of three months after the optionee's death following
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. The Board of Directors may, in its sole discretion,
cancel any such options at any time prior to the exercise thereof
unless the following conditions are met:
(A) 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 judgment of the Chief Executive
Officer shall be based on the optionee's positions and
responsibilities while employed by the Company, the optionee's
post-employment responsibilities and position with the other
organization or business, the extent of past, current and
potential competition or conflict between the Company and the
other organization or business, the effect on the Company's
4
customers, suppliers and competitors of the optionee's assuming
the post-employment position, and such other considerations as
are deemed relevant given the applicable facts and circumstances.
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.
(B) 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.
(C) 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.
(iii) Unless otherwise determined by the Board of Directors, in
the event of the termination of employment because of disability as
defined in the applicable option agreement, the option shall become
exercisable in full and may be exercised by the optionee 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 shorter
period.
(iv) Unless otherwise determined by the Board of Directors, in
the event of the death of an optionee while in the employ of the
Company or a subsidiary, the option shall become exercisable in full
and 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 death,
whichever is the shorter period, but only by the person or persons to
whom such 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.
(v) The Board of Directors, at the time of grant or at any time
thereafter, may extend the three-month and one-year expiration periods
any length of time not later than the original expiration date of the
option, and
5
may increase the portion of an option that is exercisable, subject to
such terms and conditions as the Board of Directors may determine.
(vi) To the extent that the option of any deceased optionee or of
any optionee whose employment terminates is not exercised within the
applicable period, all further rights to purchase shares pursuant to
such option shall cease and terminate.
(g) Purchase of Shares. Unless the Board of Directors determines
otherwise, shares may be acquired pursuant to an option granted under the
Plan only upon receipt by the Company of notice in writing from the
optionee of the optionee's intention to exercise, specifying the number of
shares as to which the optionee desires to exercise the option and the date
on which the optionee desires to complete the transaction, and if required
in order to comply with the Securities Act of 1933, as amended, containing
a representation that it is the optionee's present intention to acquire the
shares for investment and not with a view to distribution. Unless the Board
of Directors determines otherwise, on or before the date specified for
completion of the purchase of shares pursuant to an option, the optionee
must have paid the Company the full purchase price of such shares in cash
(including, with the consent of the Board of Directors, cash that may be
the proceeds of a loan from the Company) or, with the consent of the Board
of Directors, in whole or in part, in Common Shares of the Company valued
at fair market value. The fair market value of Common Shares provided in
payment of the purchase price shall be the closing price of the Common
Shares as reported in the NYSE Composite Transactions in The Wall Street
Journal, or such other reported value of the Common Shares as shall be
specified by the Board of Directors, on the trading day preceding the date
the option is exercised. No shares shall be issued until full payment
therefor has been made. With the consent of the Board of Directors an
optionee may request the Company to apply automatically the shares to be
received upon the exercise of a portion of a stock option (even though
stock certificates have not yet been issued) to satisfy the purchase price
for additional portions of the option. Each optionee who has exercised an
option shall immediately upon notification of the amount due, if any, pay
to the Company in cash amounts necessary to satisfy any applicable federal,
state and local tax withholding requirements. If additional withholding is
or becomes required beyond any amount deposited before delivery of the
certificates, the optionee shall pay such amount to the Company on demand.
If the optionee fails to pay the amount demanded, the Company may withhold
that amount from other amounts payable by the Company to the optionee,
including salary, subject to applicable law. With the consent of the Board
of Directors an optionee may satisfy this obligation, in whole or in part,
by having the Company withhold from the shares to be issued upon the
exercise that number of shares that would satisfy the withholding amount
due or by delivering to the Company Common Shares to satisfy the
withholding amount. Upon the exercise of an option, the number of shares
reserved for issuance under the Plan shall be reduced by the number of
shares issued upon exercise of the option, less the number of shares
surrendered in payment of the option exercise or surrendered or withheld to
satisfy withholding obligations.
6
7. Foreign Qualified Grants. Options may be granted under the Plan to such
officers and employees of the Company and its subsidiaries or directors of the
Company who are residing in foreign jurisdictions as the Board of Directors may
determine from time to time. The Board of Directors may adopt such supplements
to the Plan as may be necessary to comply with the applicable laws of such
foreign jurisdictions and to afford participants favorable treatment under such
laws; provided, however, that no option be granted under any such supplement
with terms which are significantly more beneficial to the participants than the
terms permitted by the Plan.
8. Changes in Capital Structure. If the outstanding Common Shares of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger, consolidation, plan
of exchange, recapitalization, reclassification, stock split-up, combination of
shares or dividend payable in shares, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for awards
under the Plan. In addition, the Board of Directors shall make appropriate
adjustment in the number and kind of shares as to which outstanding options, or
portions thereof then unexercised, shall be exercisable, to the end that the
optionee's proportionate interest is maintained as before the occurrence of such
event. Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive. In the event of dissolution of the Company or a merger,
consolidation or plan of exchange affecting the Company in lieu of providing for
options as provided above in this paragraph 8, the Board of Directors may, in
its sole discretion, provide a 30-day period prior to such event during which
optionees shall have the right to exercise options in whole or in part without
any limitation on exercisability and upon the expiration of such 30-day period
all unexercised options shall immediately terminate.
9. Special Acceleration in Certain Events.
(a) Special Acceleration. Notwithstanding any other provisions of the
Plan, a special acceleration ("Special Acceleration") of options
outstanding under the Plan shall occur with the effect set forth in
paragraph 9(b) at any time when any one of the following events has taken
place:
(i) The shareholders of the Company approve one of the following
("Approved Transactions") and either (x) such Approved Transaction is
consummated or (y) the Board of Directors determines that consummation
of such Approved Transaction is likely and establishes an option
exercise period in connection with the consummation of the Approved
Transaction:
(1) Any consolidation, merger or plan of exchange involving
the Company ("Merger") in which the Company is not the continuing
or surviving corporation or pursuant to which Common Shares would
be converted into cash, securities or other property, other than
a Merger involving the Company in which the holders of
7
Common Shares immediately prior to the Merger have the same
proportionate ownership of Common Shares of the surviving
corporation after the Merger; or
(2) 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 or the adoption of
any plan or proposal for the liquidation or dissolution of the
Company; or
(ii) A tender or exchange offer, other than one made by the
Company, is made for Common Shares (or securities convertible into
Common Shares) and such offer results in a portion of those securities
being purchased and the offeror after the consummation of the offer is
the beneficial owner (as determined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
directly or indirectly, of at least 20 percent of the outstanding
Common Shares (an "Offer"); or
(iii) During any period of 12 months or less, individuals who at
the beginning of such period constituted a majority of the Board of
Directors cease for any reason to constitute a majority thereof unless
the nomination or election of such new directors was approved by a
vote of at least two-thirds of the directors then still in office who
were directors at the beginning of such period.
The terms used in this paragraph 9 and not defined elsewhere in the
Plan shall have the same meanings as such terms have in the Exchange Act
and the rules and regulations adopted thereunder.
(b) Effect on Outstanding Options. Upon a Special Acceleration
pursuant to paragraph 9(a), all options then outstanding under the Plan
shall immediately become exercisable in full for the remainder of their
terms or until earlier terminated pursuant to paragraph 8, except that a
Special Acceleration shall have no effect on outstanding options if the
Board of Directors determines, after consulting with its independent public
accountants, that such acceleration could adversely affect the Company's
eligibility to be a party to a transaction accounted for as a
pooling-of-interests.
10. Corporate Mergers, Acquisitions, etc. The Board of Directors may also
grant options under the Plan having terms, conditions and provisions that vary
from those specified in the Plan provided that any such options are granted in
substitution for, or in connection with the assumption of, existing options
granted by another corporation and assumed or otherwise agreed to be provided
for by the Company pursuant to or by reason of a transaction involving a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation to which the Company or a subsidiary is a party.
11. Amendment of Plan. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in
8
paragraphs 6(f), 8, and 9, however, no change in an option already granted shall
be made without the written consent of the holder of such option.
12. Approvals. The obligations of the Company under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps 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 the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Shares under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.
13. Employment Rights. Nothing in the Plan or any award pursuant to the
Plan shall confer upon (i) any employee any right to be continued in the
employment of the Company or any subsidiary or shall interfere in any way with
the right of the Company or any subsidiary by whom such employee is employed to
terminate such employee's employment at any time, for any reason, with or
without cause, or to increase or decrease such employee's compensation or
benefits, or (ii) any person engaged by the Company any right to be retained or
employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.
14. Rights as a Shareholder. The recipient of any grant under the Plan
shall have no rights as a shareholder with respect to any Common Shares until
the date of issue to the recipient of a stock certificate upon the exercise of
an option. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.
Adopted by the Board of Directors on June 17, 1998.
Approved by the Shareholders on September 24, 1998.
Amendment No. 1 adopted by the Board of Directors on March 17, 1999.
I, H. Paul Montgomery, Assistant Secretary of Tektronix, Inc., an Oregon
corporation, hereby certify that the attached 1998 Stock Option Plan,
incorporating Amendment No. 1, was duly adopted by the Board of Directors on
March 17, 1999.
H. PAUL MONTGOMERY
-----------------------------------------
H. Paul Montgomery
Assistant Secretary
(SEAL)
September 24, 1999
-----------------------------------------
Date
9