TEKTRONIX
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
1999 RESTATEMENT
July 1, 1999
Tektronix, Inc.
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon 97070 Tektronix
TEKTRONIX
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
1999 RESTATEMENT
July 1, 1999
Tektronix, Inc.
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon 97070 Tektronix
Members of the Tektronix Board of Directors who are not employees of
Tektronix or an affiliate (Non-Employee Directors) are paid annual retainers and
meeting fees, in cash, for service as directors of the company (Directors'
Fees). They also receive shares of Tektronix's common stock (Award Shares)
pursuant to the Tektronix, Inc. Non-Employee Directors Stock Compensation Plan
(Stock Plan). In addition, they may elect under the Stock Plan to receive shares
of Tektronix's common stock (Election Shares) in lieu of cash for the remainder
of the annual retainer (Retainer Election Shares) and for all of their committee
chair and meeting fees (Fee Election Shares). The unvested portion of the Award
Shares is forfeited in the event the Non-Employee Directors' service on the
Tektronix Board of Directors terminates prior to full vesting of the award,
which is generally on the fifth anniversary of the date of the award.
In order to provide greater incentives for qualified persons to serve as
Non-Employee Directors, Tektronix adopts this plan to allow the Non-Employee
Director to elect from time to time to defer receipt of Directors' Fees, of
Award Shares, and of Election Shares.
1. Plan Administration
The Chief Executive Officer of Tektronix or delegate shall appoint one or
more employees of Tektronix as Administrator of the plan. The Administrator
shall interpret and administer the plan and for that purpose may make, amend or
revoke rules and regulations at any time.
2. Deferral Election
2.1 A Non-Employee Director may elect as provided below to defer the
receipt of all or a specified part of the Directors' Fees, Award Shares,
and Election Shares. An election shall be in writing on a form provided by
the Administrator and shall
specify the time and manner of payment of the deferred amounts in
accordance with other provisions of this plan.
2.2 An election to defer Directors' Fees and Fee Election Shares shall be
effective as follows:
(a) Except as provided in (b) and 2.4, an election received by the
Administrator on or before December 20 of any year shall be effective for
Directors' Fees and Fee Election Shares payable for succeeding calendar
years.
(b) An initial election shall be effective for all Directors' Fees and
Fee Election Shares payable after it is received if that occurs within 30
days after notice to a Director of whichever of the following is
applicable:
(1) Adoption of this Plan.
(2) Commencement of the Director's eligibility to participate in
this plan.
2.3 An election to defer Award Shares and Retainer Election Shares shall be
effective as follows:
(a) Except as provided in (b), (c) and 2.5, an election received by
the Administrator before an annual meeting of shareholders of Tektronix
shall be effective for Award Shares with an award date on or after such
annual meeting and Retainer Election Shares as to which a Non-Employee
Director has elected to receive Retainer Election Shares in lieu of cash
payment of annual retainer fees payable for periods after such annual
meeting.
(b) If a Non-Employee Director is elected or appointed to the
Tektronix Board of Directors, an election to defer shall be effective for
all of the Award Shares awarded as of the date the Director is elected or
appointed and any Retainer Election Shares the Director elects to receive
in lieu of cash payments of annual retainer fees payable for periods after
the date the Director is elected or appointed, if the election is received
by the Administrator within 30 days after the date the Director is elected
or appointed.
(c) An election to defer shall be effective for the portion of the
Award Shares becoming vested as of a date after the election is received by
the Administrator. For this purpose, Award Shares become vested on the
anniversary date, or other date, through which the Non-Employee Director
must continue in service on the Board of Directors to reach an increment in
the percent vested under the vesting schedule in the Stock Plan.
2.4 An election to defer Directors' Fees and Fee Election Shares shall
continue in effect through the year in which the Director terminates it in
writing or changes the amount deferred by submitting a new election. Such a
notice or new election received on or before December 20 of any year shall
be effective for succeeding calendar years and shall not affect fees
deferred under the prior election.
2.5 An election to defer Award Shares and Retainer Election Shares shall
continue in effect until an annual meeting of Tektronix shareholders before
which the Director terminates it in writing. Such a notice of termination
shall be effective for Award Shares with an award date as of such annual
meeting and any subsequent awards, or Retainer Election Shares elected in
lieu of cash payment of annual retainer fees payable for periods after such
annual meeting, but shall not affect Retainer Election Shares deferred
under the prior election.
2.6 Tektronix may withhold from any deferral or from nondeferred fees
payable at the same time any amounts required by applicable law and
regulations.
2.7 Deferral of Retainer Election Shares shall be controlled by elections
under 2.3 and not by elections under 2.2
3. Deferred Compensation Account, Trust
3.1 Tektronix shall credit to a Director's deferred compensation account
(the Account) each amount of Directors' Fees deferred by the Director under
this plan. The Account shall be credited as of the day a deferred fee would
otherwise have been paid to the Director.
3.2 Until full payment of a Director's Account has been made to the
Director or beneficiaries under this plan, Tektronix shall credit interest
to the Account as follows:
(a) The interest rate for each calendar quarter shall be the yield to
maturity of the most recent 10 year U.S. Treasury Notes as of the
close of the quarter.
(b) Interest on undistributed balances shall accrue from the date
deferrals are credited under 3.1 until the last installment is paid.
(c) Interest shall be added to principal during the deferral period as
of the last day of each calendar quarter. Installment payments shall
be calculated by dividing the adjusted principal by the number of
installments to be paid. Interest during the payment period shall be
added to the second and subsequent installments of principal.
3.3 Each Director's Account shall be maintained on the books of Tektronix
until full payment has been made to the Director or beneficiaries under
this plan. No funds shall be set aside or earmarked for the Account, which
shall be purely a bookkeeping device.
3.4 The Administrator of the Stock Plan shall transfer the certificates for
any Award Shares and Election Shares deferred under Section 2 to the
trustee of the Tektronix Executive Compensation Trust (the Trust), which
shall be the owner of record of such Award Shares and Election Shares.
Dividends on deferred Award Shares and Election Shares shall be paid to the
trustee of the Trust. The Investment Committee established under the Trust
shall invest the dividends in a money market fund or other financial assets
selected in its discretion.
4. Time and Manner of Payment
4.1 Subject to 4.6 and 5.1 the Account shall be paid or payment commenced
in the next January after one of the following Payment Dates as selected
under 4.3:
(a) The date the Director's service on the Tektronix Board ends.
(b) The date the Director reaches age 65 or a later age specified by
the Director in the selection under 4.3.
(c) The date that the criteria in both (a) and (b) have been met.
4.2 Subject to 4.6 and 5.1 the Account shall be paid in one of the
following ways as selected under 4.3:
(a) In a single lump sum.
(b) In not more than five substantially equal annual installments of
principal plus interest.
4.3 The time and manner of payment under 4.1 and 4.2 shall be selected by
the Director as follows:
(a) The selection shall be made in the deferral election.
(b) The selection shall be irrevocable for the portion of the Account
attributable to amounts deferred under the election in which the
selection is made.
(c) If the time or method of payment is different under different
elections, the Account shall be appropriately divided for
distribution.
4.4 The trustee of the Trust shall transfer all the deferred Award Shares
and Election Shares to the Director in the next January after one of the
Payment Dates described in 4.1, as selected under 4.3. At the same time the
trustee shall pay the Director the amount of all dividends received on the
deferred Award Shares and Election Shares, adjusted for investment returns
during the period held by the Trust.
4.5 Tektronix may withhold from any payments any income tax or other
amounts as required by law.
4.6 If a Director has elected to defer payment of an amount, the
Administrator may in its discretion make or commence payments earlier than
the deferred date if, on application by the Director, the Administrator
finds that financial hardship exists because of illness, accident,
disability or other unexpected event creating a financial need.
5. Death
5.1 A Director's Account and deferred Award Shares and Election Shares
shall be distributable under 5.2 on the Director's death regardless of the
provisions of 4 above.
5.2 On death of a Director the Account shall be paid in a single lump sum
within 30 days after death. At the same time the trustee of the Trust shall
distribute the Director's deferred Award Shares and Election Shares plus
the dividends received on such Award Shares and Election Shares, adjusted
for investment return during the period held by the Trust. Such payment and
distribution shall be made to a beneficiary determined in the following
order of priority:
(a) To the surviving beneficiaries designated by the Director in
writing to the Administrator.
(b) To the Director's surviving spouse.
(c) To the Director's estate.
6. Termination; Amendment
6.1 Tektronix may terminate this plan as to deferral of Directors' Fees and
Fee Election Shares effective the first day of any year after notice to the
Non-Employee Directors. Tektronix may terminate this plan as to deferral of
Award Shares and Retainer Election Shares effective with any annual meeting
of shareholders after notice to the Non-Employee Directors. Upon
termination of the plan, no further deferral shall be permitted of
Directors' Fees, Award Shares, or Election Shares, whichever applies.
Amounts in an Account shall remain to the credit of the Account, shall
continue to be credited with interest and shall be paid out in accordance
with 3 and 4 above. Award Shares and
Election Shares in the Trust shall continue to be held, along with
dividends received on them, and distributed in accordance with 3 and 4
above.
6.2 The Board of Directors may amend this plan at any time effective after
notice to the Non-Employee Directors.
6.3 If the Internal Revenue Service rules that any amounts deferred under
this plan will be subject to current income tax, all amounts to which the
ruling is applicable shall be paid within 30 days to the Directors.
7. Claims Procedure
7.1 Any person claiming a benefit, requesting an interpretation or ruling
under the plan, or requesting information under the plan shall present the
request in writing to the Administrator, who shall respond in writing as
soon as practicable.
7.2 If the claim or request is denied, the written notice of denial shall
state the following:
(a) The reasons for denial, with specific reference to the plan
provisions on which the denial is based.
(b) A description of any additional material or information required
and an explanation of why it is necessary.
(c) An explanation of the plan's review procedure.
7.3 The initial notice of denial shall normally be given within 90 days
after receipt of the claim. If special circumstances require an extension
of time, the claimant shall be so notified and the time limited shall be
180 days.
7.4 Any person whose claim or request is denied or who has not received a
response within 30 days may request review by notice in writing to the
Administrator. The original decision shall be reviewed by the Administrator
which may, but shall not be required to, grant the claimant a hearing. On
review, whether or not there is a hearing, the claimant may have
representation, examine pertinent documents and submit issues and comments
in writing.
7.5 The decision on review shall ordinally be made within 60 days. If an
extension of time is required for a hearing or other special circumstances,
the claimant shall be so notified and the time limit shall be 120 days. The
decision shall be in writing and shall state the reasons and the relevant
plan provisions. All decisions on review shall be final and bind all
parties concerned.
8. General Provisions
8.1 Subject to the rights of the Non-Employee Directors under the Trust,
all amounts of deferred compensation under this plan shall remain at all
times the unrestricted assets of Tektronix and the promise to pay the
deferred amounts shall at all times remain unfunded as to the Directors.
The rights of Directors and beneficiaries under the plan shall only be as
general creditors of Tektronix.
8.2 Any notice under this plan shall be in writing or by electronic means
and shall be received when actually delivered or, if mailed, when deposited
postpaid as first class mail. Mail should be directed to Tektronix at the
address stated in this plan, to a Director at the address stated in the
Director's election or to such other address as either party may specify by
notice to the other party.
8.3 The interests of a Director or beneficiary under this plan are personal
and no such interest may be assigned, seized by legal process or in any way
subjected to the claims of any creditor.
9. Effective Date
This Restatement of the plan shall be effective July 1, 1999.
Adopted June 23, 1999
TEKTRONIX, INC.
By: JAMES F. DALTON
-------------------------------------
James F. Dalton
Executed: September 23, 1999