EXHIBIT 10 (xiv)
TEKTRONIX, INC.
2001 STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan (the "Plan") is to
enable Tektronix, Inc. (the "Company"), in connection with one or more
acquisitions, to attract and retain as employees, people of initiative and
ability and to provide additional incentives to those employees. For purposes of
this Plan, a person is considered to be employed by the Company if the person is
employed by any entity that is either the Company or a subsidiary of the
Company.
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 120,000 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 March 14, 2001 and became effective on that date.
(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 grant options under the Plan and,
in connection with option grants, shall determine and designate from time
to time the employees (including officers) 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
administration of the Plan.
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EXHIBIT 10 (xiv)
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 options under the Plan to employees in connection with one or more
acquisitions and to amend such options.
5. Non-Statutory Options. All options granted under the Plan shall be
non-statutory stock options and shall not qualify as incentive stock options as
defined in Section 422 of the Internal Revenue Code of 1986, as amended.
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), and the time or times at which the option may be
exercised.
(b) Option Price. The option price 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 an 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.
(c) Limitations on Grants to Non-Exempt Employees. Unless otherwise
determined by the Board of Directors, if an employee of the Company or any
parent or subsidiary of the Company is a non-exempt employee subject to
the overtime compensation provisions of Section 7 of the Fair Labor
Standards Act (the "FLSA"), any option granted to that employee shall be
subject to the following restrictions: (i) the option price shall be at
least 85 percent of the fair market value, as described in Section 6(b),
of the shares subject to the option on the date it is granted; and (ii)
the option shall not be exercisable until at least six months after the
date it is granted; provided, however, that this six-month restriction on
exercisability will cease to apply if the employee dies, becomes disabled
or retires, there is a change in ownership of the Company, or in other
circumstances permitted by regulation, all as prescribed in Section
7(e)(8)(B) of the FLSA.
(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 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
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EXHIBIT 10 (xiv)
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 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. 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 (the optionee is age 55 or older with five
years of service with Tektronix or its subsidiaries), 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
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EXHIBIT 10 (xiv)
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 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
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EXHIBIT 10 (xiv)
length of time not later than the original expiration date of the
option, and 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. Unless otherwise determined by
the Board of Directors, 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 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. 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.
7. Foreign Qualified Grants. Options may be granted under the Plan to such
employees of the Company and its subsidiaries who are residing in foreign
jurisdictions as the
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EXHIBIT 10 (xiv)
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 Common Shares immediately prior to the
Merger have the same proportionate ownership of Common Shares
of the surviving corporation after the Merger; or
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EXHIBIT 10 (xiv)
(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 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
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EXHIBIT 10 (xiv)
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 [March 14, 2001].
I, H. Paul Montgomery, Assistant Secretary of Tektronix, Inc., an Oregon
corporation, hereby certify that the attached 2001 Stock Option Plan was duly
adopted by the Board of Directors on March 14, 2001.
/s/ H. PAUL MONTGOMERY
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H. Paul Montgomery
Assistant Secretary
(SEAL)
March 14, 2001
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Date
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