exv10w1



 





Exhibit 10.1





TEKTRONIX, INC.

2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

As Amended and Restated

Effective January 1, 2007




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 (“Directors” for
purposes of this Plan) 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 Director of the Company shall participate in the Plan as follows:



          (a) For the first year in which a Director serves on the Board, the Directors shall
participate in the Plan on a prorata basis, beginning immediately following the effective date of
the Director’s election or appointment. An Employee director who ceases to be an employee of the
Company but continues as a Director shall become a participant, on a prorata basis, beginning
immediately following the date the director ceased being an employee and continues as a Director.




          (b) Unless
otherwise specified herein, the award date for a year shall be a day in January of that year that is determined by the
Company, except that for a Director first elected or appointed during the year and for an employee
director who ceases to be an employee but continues as a Director, the initial award date
shall be a date selected by the Company within 30 days of the date of election, appointment or
change in status, as applicable.




     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 $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),
except that a Director first elected or appointed during the year and an employee director who
ceases to be an employee but continues as a Director shall
receive a prorata award based on the portion of the calendar year remaining after the date of
election, appointment or change in status, as applicable.




 









 








          (b) On each award date, the Administrator shall deliver cash in the amount of $40,000 to or
for each Director and applicable commissions to a broker (the “Broker”). Subject to paragraphs
3.2(d) and 3.3 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 January 2007 award, 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 provided for in paragraph 3.2. If any portion is taken in stock, the provisions of paragraph
3.2 shall apply. An election under this paragraph 3.3 shall be made by the Director not later than
December 31 of the calendar year previous to the award.



     3.4
Directors of the Company shall receive annually on the day following
the shareholders' annual meeting (a) fully vested, ten-year options
to purchase 7,000 Common Shares of the Company, with an option price
equal to the closing price on the award date and (b) 1,000 Common
Shares of the Company, pursuant to the
Company’s stock incentive plans.



4. Chair and Meeting Fees




     4.1 Each 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 Nominating and Corporate Governance Committee and the Organization and Compensation
Committee; (b) an annual fee of $10,000 for services as the chair of the Audit Committee; (c) a
fee of $1,500 for each board meeting attended; and (d) 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 “Meeting Fees”).



     4.2 Each Director of the Company shall be paid any Meeting Fees owed for the previous calendar
year in January of each year (e.g., the Meeting Fees for services in 2006 shall be paid in January
2007).



     4.3 Each Director of the Company may elect to receive Common Shares of the Company instead of
cash payment for the Meeting Fees.



 









 





     4.4 The election to receive Common Shares instead of cash for the Meeting Fees for a year
shall be made by delivering a notice of election to the Company Secretary by December 31
prior to the year in which they are paid; provided such elections to defer payment are made
in accordance with all other applicable 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 calendar year prior to the year in which Meeting Fees will be paid.



     4.5 With respect to any election by a Director of the Company to receive Common Shares of the
Company instead of cash payment for the Meeting Fees, the Administrator shall deliver cash in the
amount of the Meeting 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 and Meeting Fees will be made in accordance with paragraphs
3.2 and 4.1.



     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 January 17, 2007

Effective as of January 1, 2007