exv10w1



 




Exhibit
10.1


TEKTRONIX, INC.

2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

2005 Restatement




1.     Purpose and Amendment




     1.1     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.



     1.2     The Plan, as amended effective January 17, 2005 (the “Prior Plan”), is further amended and
restated to change the period of compensation to a calendar year, to coordinate with changes to the
Company’s nonqualified deferred compensation plans and to make other clarifying and administrative
changes. The amendment is generally effective January 1, 2005 except as otherwise expressly
provided and as follows:



          (a)     The increases to the dollar amounts for stock awards under subsection 3.2 from $30,000 to
$40,000, as provided in the Prior Plan to be effective with the award date in September 2005 shall
be effective January 1, 2006 instead of September 2005. The increases to certain chair and meeting
fees, stated in the Prior Plan as effective January 17, 2005, subject to pro-ration, shall remain
effective January 17, 2005, but shall be generally ineffective for the Transition Period except as
provided in 1.2(b)(ii). The election to receive cash or stock pursuant to 3.3 shall be effective
with the award date in January 2007.



          (b)     For the period (the “Transition Period”) that begins immediately following the date of the
annual meeting of Company shareholders that occurs in 2005 (the “2005 Annual Meeting Date”) and
ends December 31, 2005, the following shall apply:



               (i)     Directors as of the date following the 2005 Annual Meeting Date shall be awarded Common
Shares of the Company. The number of shares shall be equal to $10,000 divided by the purchase
price per share of the Common Shares at the time of the purchase. The award date shall be a day in
September 2005 that is determined by the Company and the Common Shares shall be purchased in
accordance with paragraphs 3.2(b), (c) and (d) below.



               (ii)     Payment of fees under paragraph 4.1 shall be at the rates specified in 4.1, pro-rated for
the short period. Actual payment will be made in January 2006.



               (iii)     No compensation for the Transition Period shall be subject to deferral under the
Company’s deferred compensation arrangements.



          (c)     An election under 4.4 to receive Common Shares instead of cash for Fees payable for
services before the Transition Period shall remain subject to provisions of the Prior Plan.



 









 





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)     Effective January 1, 2006, directors elected or appointed after December 31, 2005 shall
participate as of the January 1 that is on or immediately following the effective date of the
director’s election or appointment. Employee directors who cease to be employees of the Company
but continue as directors shall become participants as of the January 1 that is on or immediately
following the date the director ceased being an employee of the Company.



          (b)     Effective January 1, 2006, the award date for a year shall be a day in January of that
year that is determined by the Company.



     3.2     Effective January 1, 2006, 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 $40,000 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 $40,000 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     Effective with the award in January 2007, directors may elect to receive either cash or
stock (including any combination thereof) up to the total amount of $40,000, instead of the all
stock award described in 3.2. If any portion is taken in stock, the provisions of paragraph 3.2
describing the process for acquiring the stock shall apply. The election shall be made by the
director not later than December 31 of the previous calendar year.



     3.4     Non-employee directors of the Company may receive stock option and stock grants pursuant
to the Company’s stock incentive 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     Each non-employee director of the Company shall be paid any Fees owed for the previous
year in January. The Fees for services in 2006 shall be paid in January 2007.



     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 for a year shall be
made by delivering a notice of election to the Company Secretary and shall be effective as to all
Fees earned for that year. Elections for Fees for services during the Transition Period shall be
delivered on or before December 31, 2005. Elections for Fees for services in the year beginning
January 1, 2006 and subsequent years shall be delivered on or before December 31 of the year,
provided that elections to defer payment must be made in accordance with applicable requirements
and the provisions of this subsection 4.4 shall not supersede or affect deferral election
requirements. Once made, an election shall remain in effect for subsequent years until terminated
by notice to the Secretary on or before December 31 of the year for which Fees will be paid.



     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.



Approved by the Board of Directors on March 14, 2006.