DEFERRED COMPENSATION PLAN  DATED MAY 27,2001

 EXHIBIT 10.(xiv)
 TEKTRONIX, INC. 
 DEFERRED COMPENSATION PLAN
  
 Restated June 1, 2001

 TABLE OF CONTENTS

	 	 
 	 PAGE 
	 	 
	 
ARTICLE I—PURPOSE AND EFFECTIVE DATE 	 1 
	 	 
	 
ARTICLE II—DEFINITIONS 	 1 
	 	 	 
	 2.1 	 
Account 
 	 1 
	 2.2 	 
Administrative Committee 
 	 1 
	 2.3 	 
Beneficiary 
 	 1 
	 2.4 	 
Board 
 	 1 
	 2.5 	 
Bonus 
 	 1 
	 2.6 	 
Change in Control 
 	 2 
	 2.7 	 
Company 
 	 2 
	 2.8 	 
Compensation 
 	 2 
	 2.9 	 
Deferral Commitment 
 	 2 
	 2.10 	 
Deferral Period 
 	 3 
	 2.11 	 
Determination Date 
 	 3 
	 2.12 	 
Director 
 	 3 
	 2.13 	 
Director Fees 
 	 3 
	 2.14 	 
Disability 
 	 3 
	 2.15 	 
Earnings Index 
 	 3 
	 2.16 	 
Elective Deferred Compensation 
 	 3 
	 2.17 	 
Employer 
 	 3 
	 2.18 	 
Participant 
 	 3 
	 2.19 	 
Participation Agreement 
 	 4 
	 2.20 	 
Plan 
 	 4 
	 2.21 	 
Rate of Return 
 	 4 
	 2.22 	 
Retirement 
 	 4 
	 2.23 	 
Salary 
 	 4 
	 2.24 	 
Unforeseen Emergency 
 	 4 
	 	 	 
	 
ARTICLE III—PARTICIPATION AND DEFERRAL COMMITMENTS 	 5 
	 	 	 
	 3.1 	 
Eligibility and Participation 
 	 5 
	 3.2 	 
Form of Deferral 
 	 5 
	 3.3 	 
Limitations on Deferral Commitments 
 	 5 
	 3.4 	 
Commitment Limited by Termination 
 	 6 
	 3.5 	 
Modification of Deferral Commitment 
 	 6 
	 3.6 	 
Beginning Account Balances 
 	 6 

 (i) 

 TABLE OF CONTENTS

	 	 
 	  PAGE  
	 	 
	 
ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS 	  6  
	 	 	 
	 4.1 
 	 
Accounts 
 	  6  
	 4.2 
 	 
Elective Deferred Compensation 
 	  6  
	 4.3 
 	 
Matching Contribution 
 	  6  
	 4.4 
 	 
Pension Makeup 
 	  7  
	 4.5 
 	 
Allocation of Elective Deferred Compensation 
 	  7  
	 4.6 
 	 
Determination of Accounts 
 	  7  
	 4.7 
 	 
Vesting of Accounts 
 	  7  
	 4.8 
 	 
Statement of Accounts 
 	  7  
	 	 	 
	 
ARTICLE V—PLAN BENEFITS 	  8  
	 	 	 
	 5.1 
 	 
Distributions Prior to Termination of Employment 
 	  8  
	 5.2 
 	 
Distributions Following Termination of Service 
 	  8  
	 5.3 
 	 
Benefit Commencement 
 	  9  
	 5.4 
 	 
Accelerated Distribution 
 	  9  
	 5.5 
 	 
Deferred Payment of Benefit 
 	  9  
	 5.6 
 	 
Withholding for Taxes 
 	  9  
	 5.7 
 	 
Valuation and Settlement 
 	  10  
	 5.8 
 	 
Payment to Guardian 
 	  10  
	 	 	 
	 
ARTICLE VI—BENEFICIARY DESIGNATION 	  10  
	 
 	 	 
	 6.1 
 	 
Beneficiary Designation 
 	  10  
	 6.2 
 	 
Changing Beneficiary 
 	  10  
	 6.3 
 	 
No Beneficiary Designation 
 	  10  
	 6.4 
 	 
Effect of Payment 
 	  10  
	 	 	 
	 
ARTICLE VII—ADMINISTRATION 	  11  
	 	 	 
	 7.1 
 	 
Committee; Duties 
 	  11  
	 7.2 
 	 
Agents 
 	  11  
	 7.3 
 	 
Binding Effect of Decisions 
 	  11  
	 7.4 
 	 
Indemnity of Committee 
 	  11  
	 	 	 
	 
ARTICLE VIII—CLAIMS PROCEDURE 	  11  
	 	 	 
	 8.1 
 	 
Claim 
 	  11  
	 8.2 
 	 
Denial of Claim 
 	  11  
	 8.3 
 	 
Review of Claim 
 	  12  
	 8.4 
 	 
Final Decision 
 	  12  

 (ii) 

 TABLE OF CONTENTS

	 	 	 PAGE 
	 	 	 
	 
ARTICLE IX—AMENDMENT AND TERMINATION OF PLAN 	 12 
	 9.1 	 
Amendment 
 	 12 
	 9.2 	 
Employer’s Right to Terminate 
 	 13 
	 	 
	 
ARTICLE X—MISCELLANEOUS	 14 
	 	 	 
	 10.1 	 
Unfunded Plan 
 	 14 
	 10.2 	 
Unsecured General Creditor 
 	 14 
	 10.3 	 
Trust Fund 
 	 14 
	 10.4 	 
Nonassignability 
 	 14 
	 10.5 	 
Not a Contract of Employment 
 	 14 
	 10.6 	 
Protective Provisions 
 	 14 
	 10.7 	 
Governing Law 
 	 15 
	 10.8 	 
Validity 
 	 15 
	 10.9 	 
Notice 
 	 15 
	 10.10 	 
Successors 
 	 15 
	 	 	 
	 	 	(iii)

  

 TEKTRONIX, INC.
 DEFERRED COMPENSATION PLAN
  
 
Article I—Purpose and Effective Date
           The purpose of this Deferred Compensation Plan is to provide
current tax planning opportunities as well as supplemental funds upon the retirement or death of Directors and certain employees of Employer. It is intended that the Plan will aid in attracting and retaining Directors and employees of exceptional
ability by providing them with these benefits. The Plan shall be effective as of May 27, 2001. This Plan is restated as of June 1, 2001 to include Directors as eligible Plan Participants. 
 
Article II—Definitions
           For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise: 
 
2.1 Account 
           "Account" means the device used by Employer to measure and determine the amounts to be paid
to a Participant under the Plan. Separate subaccounts may be maintained to properly reflect the Participant’s balance and earnings thereon. A Participant’s Account shall not constitute or be treated as a trust fund of any kind.

 
2.2 Administrative Committee 
           "Administrative Committee" means the committee appointed to administer the
Plan pursuant to Article VII. 
 
2.3 Beneficiary 
          "Beneficiary" means the person, persons or entity entitled under Article VI to receive any Plan
benefits payable after a Participant’s death. 
 
2.4 Board 
           "Board" means the Board of Directors of the Company. 
 
2.5 Bonus 
           "Bonus" means any incentive compensation that is payable to a Participant in addition to the
Participant’s  Salary. 
 PAGE 1 - DEFERRED COMPENSATION PLAN

 
2.6 Change in Control
           A "Change in Control" shall occur when: 
            (a) The shareholders of the Company approve one (1) of the following ("Approved Transactions") and either (x) such Approved Transaction is consummated or (y)
the Board determines that consummation of such Approved Transaction is likely: 
            (i) 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 Stock would be converted into cash, securities or other property, other than a Merger involving the Company in which
the holders of Stock immediately prior to the Merger have the same proportionate ownership of Stock of the surviving corporation after the Merger; or
           (ii) Any sale, lease, exchange, or other transfer (in one (1) 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
 
           (b) A tender or
exchange offer, other than one made by the Company, is made for Stock (or securities convertible into Stock) 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 twenty percent (20%) of the outstanding Stock (an "Offer"); or

          (c) During any period of twelve (12) months or less, individuals who at the beginning of such period constituted a majority of the Board 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 (2/3) of the directors then still in office who were directors at the beginning of such
period.
 
           The terms used in this 2.6 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.
 
2.7 Company 
           "Company" means Tektronix, Inc., an Oregon corporation, or any successor to the
business thereof. 
 
2.8 Compensation 
           "Compensation" means the Salary and Bonus or Director Fees that the
Participant earns for services rendered to the Company. 
 
2.9 Deferral Commitment 
           "Deferral Commitment" means an election to defer Compensation made by
a Participant pursuant to Article III and for which a separate Participation Agreement has been submitted by the Participant to the Administrative Committee. 
 PAGE 2 - DEFERRED COMPENSATION
PLAN

 
2.10 Deferral Period 
           For Directors, "Deferral Period" means a twelve (12)-month period beginning
September 1 and ending August 31. 
           For employees, it means a calendar year, except the initial Deferral Period shall begin May 27,
2001 and end December 31, 2001. 
 
2.11 Determination Date 
          "Determination Date" means the last day of each calendar month. 


2.12 Director 
          "Director" means a member of the Company’s Board of Directors. 
 
2.13 Director Fees 
          "Director Fees" means all Board retainer and committee meeting fees earned by a Participant
and payable in cash (before reduction for amounts deferred under this Plan or under the Stock Deferral Plan). Director Fees do not include expenses, reimbursements, or any form of noncash compensation or benefits. 
 
2.14 Disability 
          "Disability" means a physical or mental condition which, in the opinion of the Administrative
Committee, prevents the Participant from satisfactorily performing the Participant’s usual duties for the Company. The Administrative Committee’s decision as to Disability will be based upon medical reports and/or other evidence
satisfactory to the Administrative Committee. 
 
2.15 Earnings Index 
           "Earnings Index" means a portfolio or fund selected by the Administrative Committee
from time to time to be used as an index in calculating Rate of Return. 
 
2.16 Elective Deferred Compensation 
           "Elective Deferred Compensation" means the amount of Compensation
that a Participant elects to defer pursuant to a Deferral Commitment. 
 
2.17 Employer 
           "Employer" means the Company or any successor to the business thereof, and any affiliated
or subsidiary corporations designated by the Administrative Committee. 
 
2.18 Participant 
           "Participant" means any eligible individual who has elected to defer Compensation under
this Plan. 
 PAGE 3 - DEFERRED COMPENSATION PLAN

 
2.19 Participation Agreement 
          "Participation Agreement" means the agreement submitted by a Participant
(including the Benefit Payment Election Form) to the Administrative Committee prior to the beginning of the Deferral Period, with respect to a Deferral Commitment made for such Deferral Period.

 
2.20 Plan 
           "Plan" means this Tektronix, Inc. Deferred Compensation Plan, as amended from time to time.

 
2.21 Rate of Return 
           "Rate of Return" means the rate used to determine the amount credited monthly to a
Participant’s Account under Article IV. Such rate shall be determined by the Administrative Committee based upon the net performance of the Earnings Indices selected by the Participant. 
 
2.22 Retirement 
           "Retirement" means an
employee’s termination of employment with Employer on or after the employee’s attainment of age fifty-five (55) or after five (5) years of service, or a Board member’s termination after age fifty-five (55). 
 
2.23 Salary 
          "Salary" means the Employee’s base salary for the Plan Year. Salary excludes any other form
of compensation such as restricted stock, proceeds from stock options or stock appreciation rights, severance payments, moving expenses, car or other special allowance, or any other amounts included in an Eligible Employee’s taxable income that
is not compensation for services. Deferral elections shall be computed before taking into account any reduction in taxable income by Salary reduction under Code Sections 125 or 401(k), or under this Plan. 
 
2.24 Unforeseen Emergency 
          "Unforeseen Emergency" means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Internal Revenue Code) of the Participant, loss of the Participant’s property due to casualty, or other similar
extraordinary and un-foreseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but in any case, payment
may not be made to the extent that such hardship is or may be relieved: 
             (a) Through reimbursement
or compensation by insurance or otherwise, 
           (b) By liquidation of the Participant’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship, or 
           (c) By cessation of deferrals under the Plan. 
 

PAGE 4 - DEFERRED COMPENSATION PLAN

 
Article III—Participation and Deferral Commitments
 
3.1 Eligibility and Participation 
            (a)  Eligibility.  Eligibility to
participate in the Plan is limited to Board members and executives who are Vice Presidents and above and any other highly compensated employee selected by the Administrative Committee. 
           (b)  Participation.  Eligible employees may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation
Agreement to the Administrative Committee by the December 31 immediately preceding the Deferral Period, except an election to participate in the Plan with respect to the initial Deferral Period shall be timely if made by May 18, 2001. Eligible
Directors may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Agreement to the Administrative Committee by the August 31 immediately preceding the Deferral Period. 
           (c)  Part-Year Participation.  When a Director or an employee first becomes eligible to defer Compensation during a Deferral Period, a Participation
Agreement must be submitted to the Administrative Committee no later than thirty (30) days following notification to the Participant of eligibility to defer, and such Participation Agreement shall be effective only with regard to Compensation earned
or payable following the submission of the Participation Agreement to the Administrative Committee. 
 
 
3.2 Form of Deferral 
           A Participant may elect Deferral Commitments in the Participation Agreement as
follows: 
            (a)  Salary Deferral Commitment.  A Salary Deferral Commitment shall be related to the
Salary payable by Employer to a Participant during the Deferral Period. The amount to be deferred shall be stated as a flat percentage or dollar amount. 
           (b)  Bonus Deferral Commitment.  A Bonus Deferral Commitment shall be related to any Bonus payable to the Participant during the Deferral Period. The
amount to be deferred shall be stated as a flat percentage or dollar amount. 
           (c)  Director Fees Deferral Commitment.  A
Director Fees Commitment shall relate to the Director Fees earned by the Company to a Participant during the Deferral Period. The amount to be deferred shall be stated as a flat percentage or dollar amount. 
 
 
3.3 Limitations on Deferral Commitments 
           The following limitations shall apply to Deferral Commitments:

            (a)  Minimum.   The minimum deferral amount shall be five thousand dollars ($5,000) per year. This
minimum may be met by participation in this Plan or the Tektronix Stock Deferral Plan, or in a combination thereof. 
           (b)
 Maximum.  The maximum deferral amount shall be ninety percent (90%) of Salary and one hundred percent (100%) of Bonus or Director Fees. However, when combined, the Deferred Compensation Plan and the Stock Deferral Plan deferrals
may not exceed ninety percent (90%) of Salary and one hundred percent (100%) of Bonus or Director Fees. 
 
 PAGE 5 - DEFERRED COMPENSATION PLAN

            (c) Changes in Minimum or Maximum. The Administrative Committee may change the
minimum or maximum deferral amounts from time to time by giving written notice to all Participants. No such change may affect a Deferral Commitment made prior to the Administrative Committee’s action. 
 
 
3.4 Commitment Limited by Termination 
           If a Participant terminates employment with Employer or Board
service prior to the end of the Deferral Period, the Deferral Period and the Deferral Commitment shall end at the date of termination. 
 
3.5 Modification of Deferral Commitment 
           Participants may reduce or suspend their Deferral Commitments
based on an Unforeseen Emergency in accordance with rules established by the Administrative Committee, provided that the modification applies only to a Salary, Bonus or Director Fee Deferral payment that is not yet payable. 


3.6 Beginning Account Balances 
           All Directors who are participating in the Tektronix Non-Employee
Director Deferred Compensation Plan, 1999 Restatement, shall have a beginning balance in this Plan as of September 1, 2001 equal to the September 1, 2001 balance in that plan. 
           Any executive who becomes eligible to participate in this Plan shall have a beginning Account balance equal to any existing account balance(s) under the former
Tektronix Deferred Compensation Plan, 1992 Restatement, as of the date the executive is eligible to defer under this Plan. However, any amount converted into this Plan, and/or into the Tektronix Stock Deferral Plan, will be converted in the
proportions you elect, but no more than one hundred percent (100%) of the total balance available for conversion. 
 
Article IV—Deferred Compensation Accounts
 
4.1 Accounts 
           For record keeping purposes only, an Account shall be maintained for each Participant.
Separate subaccounts shall be maintained to the extent necessary to properly reflect the Participant’s election of Earnings Indices and total vested or nonvested Account balances. The Account shall be a bookkeeping device utilized for the sole
purpose of determining the benefits payable under the Plan and shall not constitute a separate fund of assets. 
 
4.2 Elective Deferred Compensation 
           A Participant’s Elective Deferred Compensation shall be credited
to the Participant’s Account at the same time the corresponding nondeferred portion of the Compensation becomes or would have become payable. Any withholding of taxes or other amounts with respect to deferred Compensation which is required by
state, federal or local law shall be withheld from the Participant’s nondeferred Compensation to the maximum extent possible with any excess reducing the amount to be credited to the Participant’s Account. 
 
4.3 Matching Contribution 
           The Employer shall credit a matching contribution to the Participant’s
Account equal to any matching contribution which would have been credited to the Participant’s 401(k) Savings Plan but for the Participant’s participa-
 PAGE 6 - DEFERRED
COMPENSATION PLAN

 tion in this Plan. However, when combined with any credit to the Participant’s subaccount in the Tektronix Stock Deferral Plan, the total amount credited shall be no more
than one hundred percent (100%) of the eligible matching contribution. 
 
4.4 Pension Makeup 
           The Employer shall restore an amount equal to any reduction in a Participant’s
Qualified Pension Plan benefits resulting from deferrals under this Plan to the extent that the Qualified Pension Plan benefits are not restored by any other plan or agreement provided by the Employer. Such restoration shall be made by crediting to
the Participant’s Account the amount by which the Participant’s cash balance credit under the Qualified Pension Plan is lower than the amount that would have been credited in the absence of deferrals under this Plan. Such amount shall be
credited to the Account within ninety (90) days after the corresponding cash balance credit would have been made under the Qualified Pension Plan. However, when combined with any credit to the Participant’s subaccount in the Tektronix Stock
Deferral Plan, the total amount credited shall be no more than one hundred percent (100%) of the eligible Qualified Pension Plan makeup. 
 
4.5 Allocation of Elective Deferred Compensation 
            (a) At the time a Participant completes a
Deferral Commitment for a Deferral Period, the Participant shall also select the Earnings Index or Indices in which the Participant wishes to have the deferrals deemed invested. The Participant may select any combination of Earnings Indices as long
as at least five percent (5%), in whole percentages, is credited to each of the Earnings Indices selected. 
           (b) A Participant may
change the amounts allocated to the Earnings Indices on the first day of each calendar quarter, provided that the Participant submitted notice of the change at least five (5) days before the first day of the calendar quarter. The change may apply to
prospective deferrals only or may include current account balances.
           (c) Changes in Notice and Frequency. The Administrative
Committee may change the notice requirement and frequency by which Participants can reallocate their accounts from time to time by giving written notice to all Participants.  
 


4.6 Determination of Accounts 
           Each Participant’s Account as of each Determination Date shall
consist of the balance of the Participant’s Account as of the immediately preceding Determination Date, plus the Participant’s Elective Deferred Compensation credited during the period, plus earnings calculated using the Rate of Return,
minus the amount of any distributions made since the immediately preceding Determination Date.  
 
4.7 Vesting of Accounts 
           Each Participant shall be one hundred percent (100%) vested at all times in the
Participant’s Elective Deferred Compensation and any earnings thereon. Any matching contributions under Section 4.3 or Qualified Pension Plan makeup under 4.4 shall vest pursuant to the vesting schedule of the underlying qualified plan.

 
4.8 Statement of Accounts 
           The Administrative Committee shall give to each Participant a statement
setting forth the balances in the Participant’s Account on a quarterly basis and at such other times as may be determined by the Administrative Committee. 
 PAGE 7 - DEFERRED
COMPENSATION PLAN

 
Article V—Plan Benefits
 
5.1 Distributions Prior to Termination of Employment 
           A Participant’s Account may be distributed to the Participant prior to termination of employment as follows: 
            (a) Scheduled Early Withdrawals. A Participant may elect in a Participation Agreement to withdraw all or any portion of the amount deferred (and earnings
thereon) pursuant to that Participation Agreement in a single lump sum or from two (2) to five (5) substantially equal annual installments commencing the first January and on each subsequent January following the date specified in the election. Such
date shall not be sooner than three (3) years after the date the Deferral Period commences in which the scheduled early withdrawal was initially elected. Upon a Participant’s termination, any balance subject to a Scheduled Early Withdrawal
election shall be distributed in a lump sum within sixty (60) days. 
           (b) Hardship Withdrawals. Upon a finding that a Participant
has suffered an Unforeseen Emergency, the Administrative Committee may, in its sole discretion, make distributions from the Participant’s Account. The amount of such a withdrawal shall be limited to the amount the Administrative Committee
determines to be reasonably necessary to meet the Participant’s needs resulting from the Unforeseen Emergency. If any payment is made due to Unforeseen Emergency, any existing Deferral Commitment shall be null and void and the Participant shall
not be permitted to make any Deferral Commitment for twelve (12) months. Any such hardship withdrawal distribution shall be payable in a single lump sum within thirty (30) days after the Administrative Committee approves such payment. 


 
5.2 Distributions Following Termination of Service 
            (a) Retirement or Disability
Benefit.
            (i) Benefit Amount. If a Participant terminates service with Employer due to Retirement or Disability,
Employer shall pay to the Participant a benefit equal to the balance in the Participant’s Account. 
           (ii) Form of Benefit.
Subject to Section 5.2(a)(iii), benefits under this Section 5.2(a) shall be paid in the form or forms selected by the Participant in the Participation Agreement. Optional forms of payment include a lump-sum payment or substantially equal annual
installments of the Account amortized over a period of up to fifteen (15) years. The initial payment shall be as elected by the Participant, either within sixty (60) days of termination or in January following termination, and all subsequent
payments, if any, shall be in subsequent Januarys. In order to provide substantially equal installments, the Committee shall assume a rate of return during the period of payment and may, at its discretion, adjust the assumed rate and the size of
future installments based on the actual experience of Earnings Indices. 
           (iii) Mandatory Lump-Sum Payments. Notwithstanding
Section 5.2(a)(ii), if an employee terminates employment before age fifty-five (55), or with less than five (5) years of service, or if a Director terminates Board service before age fifty-five (55), or if a Participant’s Account is less than
fifty thousand dollars ($50,000) on the Retirement date, a lump-sum payment will be made regardless of the benefit payment the Participant elected. 
           (iv) Change in Form of Payment. Notwithstanding the above, a Participant may elect to change the form or forms of payment designation which shall supersede the
form of payment designations in all prior Participation Agreements and prior elected changes. If the Participant’s most re-
 
 
 PAGE 8- DEFERRED COMPENSATION
PLAN

   cent change of payment designation has not been filed thirteen (13) calendar months prior to the date of employment termination, the prior election
shall be used to determine the form of payment.  
          (v)  Termination Benefit.
If a Participant terminates employment or Board service with Employer for any reason other than Retirement, Disability, or death, Employer shall pay to the Participant a lump-sum benefit equal to the balance in the Participant’s Account.

 
           (b) Death Benefit.
           (i) Preretirement. If a Participant terminates employment or Board service with Employer due to death, Employer shall pay to the Participant’s
Beneficiary a lump-sum benefit equal to the vested balance in the Participant’s Account. 
        (ii) Postretirement. If a Participant dies
following the Participant’s Retirement, Employer shall continue to pay any remaining benefit payments to the Participant’s Beneficiary in the form previously elected by the Participant for Retirement benefits. 
 


 
5.3 Benefit Commencement 
           Benefits shall commence as soon as practical after termination but in no case
more than sixty (60) days after termination. 
 
5.4 Accelerated Distribution 
           Notwithstanding any other provision of the Plan, at any time a Participant
shall be entitled to receive, upon written request to the Administrative Committee, a lump-sum distribution equal to ninety percent (90%) of the Account balance as of the Determination Date immediately preceding the date on which the Administrative
Committee receives the written request. The remaining balance shall be forfeited by the Participant. The amount payable under this section shall be paid in a lump sum within thirty (30) days following the receipt of the notice by the Administrative
Committee from the Participant. Such Participant shall not be eligible to participate in the Plan for a period of one (1) year from the date of distribution. 
 
5.5 Deferred Payment of Benefit 
           If part of a Participant’s compensation is not deductible under IRC
Section 162(m), then Tektronix may require the Participant to defer payment of benefits under this Article to avoid the limitation set forth in Section 162(m). Any deferred benefits under this Section shall be distributed to the Participant in the
first calendar year such amounts would not exceed the limitation as set out in IRC Section 162(m). 
 
5.6 Withholding for Taxes 
           To the extent required by the law in effect at the time
payments are made, Employer shall withhold from payments made hereunder any taxes required to be withheld by the federal or any state or local government, including any amounts which the Employer determines are reasonably necessary to pay any
generation-skipping transfer tax which is or may become due. A beneficiary, however, may elect not to have withholding of federal income tax pursuant to Section 3405 of the Internal Revenue Code, or any successor provision thereto.

 PAGE 9- DEFERRED COMPENSATION PLAN

 
5.7 Valuation and Settlement 
           The amount of a lump-sum payment and the initial installment payment shall
be based on the value of the Participant’s Account on the Determination Date immediately preceding the lump-sum payment or commencement of installment payments. 
 
5.8 Payment to Guardian 
           The Administrative Committee may direct payment to the duly appointed guardian,
conservator, or other similar legal representative of a Participant or Beneficiary to whom payment is due. In the absence of such a legal representative, the Administrative Committee may, in it sole and absolute discretion, make payment to a person
having the care and custody of a minor, incompetent or person incapable of handling the disposition of property upon proof satisfactory to the Administrative Committee of incompetency, minority, or incapacity. Such distribution shall completely
discharge the Administrative Committee from all liability with respect to such benefit. 
 
Article VI—Beneficiary Designation 
 
6.1 Beneficiary Designation 
           Each Participant shall have the right, at any time, to designate a
Beneficiary (both primary as well as contingent) to whom benefits under this Plan shall be paid if a Participant dies prior to complete distribution to the Participant of the benefits due under the Plan. Each Beneficiary designation shall be in a
written form prescribed by the Administrative Committee, and will be effective only when filed with the Administrative Committee during the Participant’s lifetime.  
 
6.2 Changing Beneficiary 
           Any Beneficiary designation may be changed by a Participant without the consent
of the previously named Beneficiary by the filing of a new Beneficiary designation with the Administrative Committee. The filing of a new Beneficiary designation shall cancel all Beneficiary designations previously filed. If a Participant’s
Compensation is community property, any Beneficiary Designation shall be valid or effective only as permitted under applicable law. 
 
6.3 No Beneficiary Designation 
           In the absence of an effective Beneficiary Designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate. 


6.4 Effect of Payment 
           Payment to the Beneficiary shall completely discharge Employer’s obligations
under this Plan. 
 PAGE 10 - DEFERRED COMPENSATION PLAN

 
Article VII—Administration
 
7.1 Committee; Duties 
           The Plan shall be administered by an Administrative Committee consisting of three
(3) members as may be appointed from time to time by the Board. The Administrative Committee shall have the authority to interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all
questions, including determination of eligibility and interpretations of the Plan, as may arise in such administration. A majority vote of the Administrative Committee members in office at the time of the vote shall control any decision. The
required majority action may be taken either by a vote at a meeting or without a meeting by a signed memorandum. Meetings may be conducted by telephone conference call. The Administrative Committee may, by majority action, delegate to one or more of
its members the authority to execute and deliver in the name of the Administrative Committee all communications and documents which the Administrative Committee is required or authorized to provide under this Plan. Any party shall accept and rely
upon any document executed in the name of the Administrative Committee. Members of the Administrative Committee may be Participants under this Plan. 
 
7.2 Agents 
           The Administrative Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company. 
 
7.3 Binding Effect of Decisions 
           The decision or action of the Administrative Committee with respect to
any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the
Plan. 
 
7.4 Indemnity of Committee 
           The Company shall indemnify and hold harmless the members of the
Administrative Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such person’s service on the Administrative Committee, except in the case
of gross negligence or willful misconduct. 
 
Article VIII—Claims Procedure
 
8.1 Claim 
           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 Administrative Committee which shall respond in writing within thirty (30) days. 
 
8.2 Denial of Claim 
           If the claim or request is denied, the written notice of denial shall state:

            (a) The reason for denial, with specific reference to the Plan provisions on which the denial is based. 


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            (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 claim review procedure. 
 
 
8.3 Review of Claim 
            (a) Any person whose claim or request is denied or who has not received
a response within thirty (30) days may request review by notice given in writing to the Administrative Committee. The claim or request shall be reviewed by the Administrative Committee who may, but shall not be required to, grant the claimant a
hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing. 
           (b) Such notice shall be made within the lesser of ninety (90) days of notice of denial or one hundred twenty (120) days of the original written claim.  
 
 
8.4 Final Decision 
           The decision on review shall normally be made within sixty (60) days. If an extension
of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reason and the relevant plan provisions.
All decisions on review shall be final and bind all parties concerned. 
 
Article IX—Amendment and Termination of Plan
 
9.1 Amendment 
            (a) The Company may amend the Plan at any time and from time to time by
written instrument. Except as provided in (b) below, the power to amend may be executed only by the Board. 
           (b) The Administrative
Committee may adopt any technical, clerical, conforming or clarifying amendment or other change, provided: 
            (i) The
Administrative Committee deems it necessary or advisable to: 
            (A) Correct any defect, supply any omission or reconcile any
inconsistency in order to carry out the intent and purposes of the Plan; 
           (B) Maintain the Plan’s status as a "top-hat" plan for
purposes of ERISA; or 
           (C) Facilitate the administration of the Plan; 
 
           (ii) The amendment or change does not, without the consent of the Board, materially increase the cost to the Employer of maintaining the Plan; and 

          (iii) Any amendment adopted by the Administrative Committee shall be in writing, signed by a member of the Committee and promptly reported to the
Board.  
 
 
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            (c) To the extent permitted under subsection (e) below, amendments may have an immediate, prospective
or retroactive effective date. 
           (d) Amendments do not require the consent of any Participant or Beneficiary. 
           (e) Amendments are subject to the following limitations: 
              (i) Preservation of Account Balance. No amendment shall reduce the amount credited or to be credited to any Account as of the date notice of the
amendment is given to Participants. 
           (ii) Changes in Earnings Rate. If the Plan is amended so that the Earnings Index is not used
to calculate the Rate of Return, the rate of earnings to be credited to the Participant’s Account shall not be less than the monthly equivalent of the average nominal annual yield on three (3) month Treasury bills for the applicable
Determination Period. 
           (iii) After a Change in Control. No amendment shall change the methodology used to calculate the Rate of
Return in any way which will lower the Participant’s returns on any amounts deferred under Deferral Commitments filed prior to the Change in Control. 
 
                      All amounts deferred under Deferral Commitments filed prior to a Change in Control shall be paid as
originally elected by the Participant unless the Participant voluntarily changes such distribution elections in accordance with 5.2(a)(iv). 
 
 
9.2 Employer’s Right to Terminate  
           The Board may at any time
partially or completely terminate the Plan if, in its judgment, the tax, accounting or other effects of the continuance of the Plan, or potential payments thereunder would not be in the best interests of Employer. 
            (a) Partial Termination. The Board may partially terminate the Plan by instructing the Administrative Committee not to accept any additional Deferral
Commitments. If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination. 
           (b) Complete Termination. The Board may completely terminate the Plan by instructing the Administrative Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. If such a complete termination occurs, the Plan shall cease to operate and Employer shall pay out each Account. Payment shall be made in a lump sum or in the installment schedule
elected by the Participant for payment upon Retirement, as decided by the Company, except as follows. If a Change in Control has occurred prior to the termination of the Plan, payment shall be made in the installment schedule elected by the
Participant for payment upon Retirement. 
 
           Payments shall commence within sixty (60) days after the Board terminates the
Plan and earnings shall continue to be credited on the unpaid Account balance. 
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Article X—Miscellaneous
 
10.1 Unfunded Plan 
           As to employees, this Plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of "management or highly-compensated employees" within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore is exempt
from the provisions of Parts 2, 3 and 4 of Title I of ERISA. As to Directors, this Plan is not subject to ERISA because it does not provide benefits for employees. 
 
10.2 Unsecured General Creditor 
           Participants and Beneficiaries shall be unsecured general creditors,
with no secured or preferential right to any assets of Employer or any other party for payment of benefits under this Plan. Any life insurance policies, annuity contracts or other property purchased by Employer in connection with this Plan shall
remain its general, unpledged and unrestricted assets. Employer’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future. 
 
10.3 Trust Fund 
           At its discretion, the Employer may establish one (1) or more trusts, with such trustees
as the Employer may approve, for the purpose of providing for the payment of benefits owed under the Plan. Although such a trust shall be irrevocable, its assets shall be held for payment of all the Company’s general creditors in the event of
insolvency or bankruptcy. To the extent any benefits provided under the Plan are paid from any such trust, Employer shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of Employer.

 
10.4 Nonassignability 
           Neither a Participant nor any other person shall have any right to commute, sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or
any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. 
 
10.5 Not a Contract of Employment 
           This Plan shall not constitute a contract of employment between
Employer and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of Employer or to interfere with the right of Employer to discipline or discharge a Participant at any time. 


10.6 Protective Provisions 
           A Participant will cooperate with Employer by furnishing any and all
information requested by Employer in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as Employer may deem necessary and taking such other action as may be requested by Employer. 

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10.7 Governing Law 
           The provisions of this Plan shall be construed
and interpreted according to the laws of the State of Oregon,  except as preempted by federal law. 
 
10.8 Validity 
           In case any provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein. 
 
10.9 Notice 
           Any notice required or permitted under the Plan shall be sufficient if in writing and hand
delivered or sent by registered or certified mail. Such notice shall be deemed as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice
to the Administrative Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in Employer’s records. 
 
10.10 Successors 
           The provisions of this Plan shall bind and inure to the benefit of Employer and its
successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of
Employer, and successors of any such corporation or other business entity.  
                

			TEKTRONIX, INC. 
	 	 	 
			
	   By:
 		/s/ JAMES F. DALTON                   
	 
 		 Its:
			
	  Dated: 
 		July 25,
2001                                    

  
        
      
 
 
 
 
 
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