EXHIBIT (10)(viii)
TEKTRONIX, INC.
2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
AS AMENDED EFFECTIVE JANUARY 17, 2005
1. PURPOSE
The purpose of this Non-Employee Directors Compensation Plan (the "Plan)
is to enable Tektronix, Inc (the "Company") to attract and retain highly
qualified directors. The Company considers it desirable that members of the
board of directors, who represent shareholders, be shareholders of the Company.
To supplement the personal efforts of the directors toward this end, the Plan is
intended to increase the ownership interest of non-employee directors through
awards of Common Shares of the Company. The Company intends to increase the
community of interest of the shareholders at large and the Company's directors
and to make share ownership a dynamic influence on the attitudes of the board.
2. ADMINISTRATION
The Plan shall be administered by the Secretary of the Company or such
other person designated by the chief executive officer of the Company (the
"Administrator") who may delegate all or part of that authority and
responsibility. The Administrator shall interpret the Plan, arrange for the
purchase and delivery of shares, and otherwise assume general responsibility for
administration of the Plan. Any decision by the Administrator shall be final and
binding on all parties.
3. AWARDS
3.1 Each non-employee director of the Company shall participate in the
Plan as follows:
(a) Directors in office at the time of the adoption of the Plan
shall participate as of September 21, 2001. Directors elected or appointed after
September 21, 2001 shall participate as of the first business day immediately
following the date of the first annual meeting of the Company's shareholders
held after the date the director was elected or appointed. Employee directors
who cease to be employees of the Company but continue as directors shall become
participants as of the first business day immediately following the date of the
first annual meeting of the Company's shareholders held after the date the
director ceased being an employee of the Company.
(b) The first business day immediately following the date of each
annual meeting of the Company's shareholders shall be the award date.
3.2 As of the award date, a participant shall be awarded Common Shares of
the Company as follows:
(a) The number of Common Shares awarded shall be equal to $30,000
($40,000 effective beginning with the award date in September 2005) divided by
the purchase price per share of the Common Shares at the time of purchase as
provided in paragraph 3.2(b).
(b) On each award date, the Administrator shall deliver cash in the
amount of $30,000 ($40,000 effective beginning with the award date in September
2005) for each director and applicable commissions to a broker (the "Broker").
Subject to paragraph 3.2(d) below, on
the award date the Broker will effect a purchase of Common Shares in the open
market at the then prevailing market price for the respective account of each
director; provided that each purchase occurs on a day on which the New York
Stock Exchange (the "NYSE") is open for trading and the Common Shares trade
regular way on the NYSE.
(c) Certificates in the names of the director participants for their
respective Common Shares shall be delivered to the respective participants as
promptly as practicable following the purchase of the shares pursuant to
paragraph 3.2(b).
(d) If a purchase cannot be executed as required by paragraph 3.2(b)
as a result of (1) a suspension or material limitation in trading in securities
generally on the NYSE, (2) a suspension or material limitation in trading in
Company securities on the NYSE, (3) a general moratorium on commercial banking
activities declared by either federal or New York or Oregon state authorities,
(4) the outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, or (5) a legal,
regulatory or contractual restriction applicable to the Broker, the Broker will
effect the purchase as promptly as practicable after the cessation or
termination of the market disruption, applicable restriction or other event. In
addition, the Administrator may delay any purchase required by paragraph 3.2(b)
as a result of any such market disruption, applicable restriction, including
securities laws restricting open market purchases by a corporation of its own
shares, or other event; provided that any delayed purchase will be effected as
promptly as practicable after the cessation or termination of the market
disruption, applicable restriction or other event.
3.3 Non-employee directors of the Company may receive stock option grants
pursuant to the Company's stock option plans.
4. CHAIR AND MEETING FEES
4.1 Each non-employee director of the Company shall be entitled to receive
(a) an annual fee of $5,000 for serving as the chair of any of the following
committees of the board of directors: the Audit Committee, the Nominating and
Corporate Governance Committee and the Organization and Compensation Committee,
and effective January 17, 2005, the annual fee for the chair of the Audit
Committee shall be increased to $10,000 (pro-rated for payment in September
2005), (b) a fee of $1,500 for each board meeting attended, and (c) a fee of
$1,000 for each board committee meeting attended, provided that the board
committee meeting is not held in conjunction with a board meeting (such fees
collectively, the "Fees").
4.2 On the first business day immediately following the date of each
annual meeting of the Company's shareholders, each non-employee director of the
Company shall be paid any Fees owed for the previous year ending on and
including the date of such annual meeting.
4.3 Each non-employee director of the Company may elect to receive Common
Shares of the Company instead of cash payment for the Fees.
4.4 The election to receive Common Shares instead of cash for the Fees
shall be made by delivering a notice of election to the Company Secretary on or
before the thirtieth day following the date of the annual meeting of the
shareholders, and shall be effective as to all Fees earned for the next year,
beginning on the day following the annual meeting of shareholders for the year
in which the election is made, and ending on the next succeeding annual meeting.
Once made, an election may be terminated by notice to the Secretary on or
before the date of the next annual meeting of shareholders, effective as to all
Fees to be earned for the immediately following year beginning on the day
following the next annual meeting.
4.5 With respect to any election by a non-employee director of the Company
to receive Common Shares of the Company instead of cash payment for the Fees,
the Administrator shall deliver cash in the amount of the Fees for each director
and applicable commissions to the Broker, and the Broker shall effect a purchase
of Common Shares in accordance with paragraph 3.2(b) above.
4.6 Purchased Common Shares shall be in the name of and distributed to
each director.
5. RULE 10B5-1 PLAN
The Company intends this Plan to comply with the requirements of Rule
10b5-1(c)(1)(i)(B) and this Plan will be interpreted to comply with the
requirements of Rule 10b5-1(c).
6. AMENDMENT OR TERMINATION; MISCELLANEOUS
6.1 The board of directors of the Company may amend or terminate the Plan
at any time. No amendment or termination shall adversely affect any previous
award.
6.2 Subject to the rights of amendment and termination in paragraph 6.1
above, the Plan shall continue indefinitely and future awards will be made in
accordance with paragraphs 3.2.
6.3 Nothing in the Plan shall create any obligation on the part of the
board of directors of the Company to nominate any director for reelection by the
shareholders.
This Plan was adopted by the board of directors of the Company and became
effective May 17, 2001. The board of directors of the Company amended the Plan
effective January 17, 2005.
TEKTRONIX, INC.
By: /s/ RICHARD H. WILLS
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Richard H. Wills
Chairman of the Board