Exhibit 10.3


 


Tektronix, Inc.


P.O. Box 500


14200 S.W. Karl Braun Drive


Beaverton, OR  97077-0001


 


October
14, 2007


 


 


[Name]


[Title]


Tektronix,
Inc.


 


Re:          Change in Control Agreement


 


Dear
[                              ]:


 


Tektronix,
Inc., an Oregon corporation (the “Company”), considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the “Board”) has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company’s management to their assigned duties
without distraction in circumstances arising from the possibility of a change
in control of the Company.


 


In
order to induce you to remain in the employ of the Company, this letter
agreement, which has been approved by the Board, sets forth the severance
benefits which the Company agrees will be provided to you in the event your
employment with the Company is terminated subsequent to a “change in control”
of the Company under the circumstances described below.


 


1.             Agreement to Provide Services; Right to
Terminate.


 


(i)            Except
as otherwise provided in paragraph (ii) below, the Company or you may terminate
your employment at any time, subject to the Company’s providing the benefits
specified in this Agreement in accordance with the terms of this Agreement.


 


(ii)           In
the event of a Potential Change in Control (as defined below), you agree that
you will not leave the employ of the Company (other than as a result of
Disability or upon Retirement, as such terms are defined in Section 4) and will
continue to render services as an officer until such Potential Change in
Control has been abandoned or terminated or a Change in Control, as defined in
Section 3, has occurred. For purposes of this Agreement, a Potential
Change in Control of the Company shall mean the occurrence of any of the
following: (a) the Company 


 

















 


enters
into an agreement, the approval of which by the shareholders would result in
the occurrence of a Change in Control of the Company; (b) any Person (including
the Company) publicly announces an intention to take or to consider taking
actions which if consummated would constitute a Change in Control of the
Company; or (c) the Board adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control of the Company has occurred.


 


2.             Term of Agreement.  This Agreement shall continue in
effect until December 31, 2008; except that:


 


(i)            commencing on
January 1, 2009 and each January 1 after that, the term of this
Agreement shall automatically be extended for one additional year unless at
least 90 days prior to such January 1 date, the Company or you shall have
given notice that this Agreement shall not be extended;


 


(ii)           this Agreement shall
continue in effect for a period of eighteen (18) months beyond the term
otherwise provided if a Change in Control shall have occurred during such term;


 


(iii)          this Agreement shall
terminate if you or the Company terminate your employment prior to and not in
anticipation of a Change in Control of the Company; and


 


(iv)          the Company may terminate
this Agreement during your employment if, prior to and not in anticipation of a
Change in Control of the Company, you cease to hold your current position with
the Company, except by reason of a promotion.


 


Notwithstanding
the foregoing, following the occurrence of the first Change of Control during
the term of this Agreement and immediately after the Company and you have
discharged all of your respective obligations hereunder, this Agreement shall
terminate. For the avoidance of doubt, after the first Change of Control occurs
under this Agreement, no further Change of Control shall occur under this
Agreement


 


3.             Change in Control.  For purposes of this Agreement,
a “Change in Control” shall mean the first occurrence of any of the
following:  (a) any consolidation,
merger, plan of share exchange, or other reorganization involving the Company
(a “Merger”) as a result of which the holders of outstanding securities of the Company
ordinarily having the right to vote for the election of directors (“Voting
Securities”) immediately prior to the Merger do not continue to hold at least
50% of the combined voting power of the outstanding Voting Securities of the
surviving or continuing corporation immediately after the Merger, disregarding
any Voting Securities issued or retained by such holders in respect of
securities of any other party to the Merger; (b) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, the assets of the Company; (c) the adoption of any plan
or proposal for the liquidation or dissolution of the Company; (d) individuals
who constitute the Board on the date of this Agreement (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director after the date of this Agreement whose
election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this
clause (d), considered as though such person were a member of the Incumbent
Board; (e) 


 


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any
Person (as defined below) shall have become the beneficial owner (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange
Act”)), directly or indirectly other than by purchase from the Company, of
securities of the Company ordinarily having the right to vote for the election
of directors (“Voting Securities”) representing 50% or more of the combined
voting power of the then outstanding Voting Securities. Notwithstanding
anything in the foregoing to the contrary, unless otherwise determined by the
Board, no Change in Control shall be deemed to have occurred for purposes of
this Agreement if (a) you acquire (other than on the same basis as all other
holders of the Company shares) an equity interest in an entity that acquires
the Company in a Change in Control otherwise described under clause (a) or (b)
of the prior sentence, or (b) you are part of a group that constitutes a Person
which becomes a beneficial owner of Voting Securities in a transaction that
otherwise would have resulted in a Change in Control under clause (e) of the
prior sentence. For purposes of this Agreement, the term “Person” shall mean
and include any individual, corporation, partnership, group, association or
other “person,” as such term is used in Section 14(d) of the Exchange Act,
other than the Company or any employee benefit plan(s) sponsored by the
Company.


 


4.             Termination Following Change in Control.  If a Change in Control shall
have occurred, you shall be entitled to the benefits provided in paragraph
(iii) of Section 5 upon the termination of your employment within eighteen
(18) months after such event, unless such termination is (a) because of
your death or Retirement, (b) by the Company for Cause or Disability or
(c) by you other than for Good Reason.


 


(i)            Disability.  Termination by the Company of
your employment based on “Disability” shall mean termination because of your
absence from your duties with the Company on a full-time basis for one hundred
eighty (180) consecutive days as a result of your incapacity due to physical or
mental illness, unless within thirty (30) days after Notice of Termination (as
defined in Section 4) is given to you following such absence you shall have
returned to the full-time performance of your duties.


 


(ii)           Retirement.  Termination by you or by the
Company of your employment based on “Retirement” shall mean termination on or
after your normal retirement date as set forth in the Company’s Cash Balance
Plan (or any successor or substitute plan or plans of the Company put into
effect prior to a Change in Control).


 


(iii)          Cause.  Termination by the Company of
your employment for “Cause” shall mean termination upon (a) the willful
failure by you to perform substantially your reasonably assigned duties with
the Company (other than any such failure resulting from your incapacity due to
physical or mental illness) after a demand for substantial performance is
delivered to you by or on behalf of the Board, the Chairman of the Board or the
Chief Executive Officer of the Company which specifically identifies the manner
in which the Board or such executive believes that you have not substantially
performed your duties, or (b) the engaging by you in illegal conduct,
gross negligence or willful misconduct which is materially injurious to the
Company, or (c) your conviction of, or plea of guilty or nolo  contendere
to, a felony, or (d) your engaging in acts or omissions constituting dishonesty
in the capacity of your employment with the Company or your intentional breach
of fiduciary obligation.


 


(iv)          Good
Reason.  Termination
by you of your employment for “Good Reason” shall mean termination based on:


 


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(A)          a
material adverse reduction in your position(s) or responsibilities as an
officer of the Company except in connection with the termination of your
employment for Cause, Disability or Retirement or as a result of your death or
by you other than for Good Reason, provided, however, that any such reduction
that solely results from the Company ceasing to be a publicly traded company or
from the Company becoming a subsidiary of another company shall not constitute
Good Reason;


 


(B)           a
reduction by the Company in your base salary or target annual bonus of more
than 5 percent from your base salary or target annual bonus as in effect
immediately prior to the Change in Control;


 


(C)           a
material reduction in your aggregate health and welfare benefits from those in
effect immediately prior to  the Change
in Control;


 


(D)          the
failure by the Company to provide and credit you with the number of paid
vacation days to which you are then entitled in accordance with the Company’s normal
vacation policy as in effect immediately prior to the Change in Control;


 


(E)           the
Company’s requiring you to be based anywhere more than 50 miles from where your
primary office is located immediately prior to the Change in Control; or


 


(F)           the
failure by the Company to obtain from any Successor any assent to this
Agreement required by Section 6 hereof.


 


Termination
shall not be for Good Reason unless you have notified the Board in writing
within 90 days of the initial occurrence of the event or condition that
constitutes Good Reason and no remedy is effected within 30 days and you
terminate employment, if at all, within 90 days following the end of such 30
day period.


 


(v)           Notice
of Termination.  Any
purported termination by the Company or by you following a Change in Control
shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.


 


(vi)          Date
of Termination.  “Date
of Termination” following a Change in Control shall mean (a) if your
employment is to be terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such thirty (30) day period),
(b) if your employment is to be terminated by the Company for Cause, the
date on which a Notice of Termination is given, and (c) if your employment is
to be terminated by you or by the Company for any other reason, the date
specified in the Notice of Termination, which shall be a date no earlier than
thirty (30) days after the date on which a Notice of Termination is given,
unless an 


 


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earlier
date has been agreed to by the party receiving the Notice of Termination either
in advance of, or after, receiving such Notice of Termination.


 


5.             Compensation Upon Termination or During
Disability Following Change in Control.


 


(i)            Disability.  During any period following a
Change in Control that you fail to perform your duties as a result of
incapacity due to physical or mental illness that causes you to be unable to
perform the duties of your position or any substantially similar position, you
shall continue to receive your full base salary at the rate then in effect and
any benefits or awards under any Plans shall continue to accrue during such
period, to the extent not inconsistent with such Plans, until your employment
is terminated pursuant to and in accordance with Sections 4(i) and 4(vi). Thereafter,
your benefits shall be determined in accordance with the Plans then in effect.


 


(ii)           Termination
for Cause.  If
your employment shall be terminated for Cause following a Change in Control,
the Company shall pay you your full base salary through the Date of Termination
at the rate in effect just prior to the time a Notice of Termination is given
plus any benefits or awards (including both the cash and stock components)
which pursuant to the terms of any Plans have been earned or become payable,
but which have not yet been paid to you. Thereupon the Company shall have no
further obligations to you under this Agreement.


 


(iii)          Other Termination.  If, within eighteen (18)
months after a Change in Control shall have occurred your employment by the
Company shall be terminated (a) by the Company other than for Cause, Disability
or Retirement or (b) by you for Good Reason based on an event occurring
concurrent with or subsequent to a Change in Control, then, by no later than
the tenth day following your execution and non-revocation of the release of
claims in the form attached hereto as Exhibit A within 30 days of the Date of
Termination (except as otherwise
provided), you shall be entitled, without regard to any contrary
provisions of any Plan, to a severance
benefit (the “Severance Benefit”). The Severance Benefit shall consist of the
Specified Benefits unless you would receive a greater after-tax benefit from
the Capped Benefit, in which case the Severance Benefit shall be the Capped
Benefit. The Capped Benefit is the Specified Benefits, reduced by the amount
necessary to prevent any portion of the Specified Benefits from being
“parachute payments” as defined in section 280G(b)(2) of the Internal Revenue
Code of 1986, as amended (“IRC”), or any successor provision. For purposes of
determining whether you would receive a greater after-tax benefit from the
Capped Benefit than from the Specified Benefits, there shall be taken into
account all payments and benefits you will receive upon a Change in Control,
including accelerated vesting of options, restricted stock and other awards
under the Company’s stock option and stock incentive plans (collectively,
excluding the Severance Benefit, the “Change of Control Payments”). To
determine whether your after-tax benefit from the Capped Benefit would be
greater than your after-tax benefit from the Specified Benefits, there shall be
subtracted from the sum of the before-tax Severance Benefit and the Change of
Control Payments (including the monetary value of any non-cash benefits) any excise
tax that would be imposed under IRC § 4999 and all federal, state and local
taxes required to be paid by you in respect of the receipt of such payments,
assuming that such 


 


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payments would be taxed at the highest marginal rate
applicable to individuals in the year in which the Severance Benefit is to be
paid or such lower rate as you advise the Company in writing is applicable to
you, and there shall be subtracted from the before-tax Capped Benefit all
federal, state and local taxes required to be paid by you in respect of the
receipt of such payments, assuming that such payments would be taxed at the
highest marginal rate applicable to individuals in the year in which the
Severance Benefit is to be paid or such lower rate as you advise the Company in
writing is applicable to you. The Specified Benefits are as follows:


 


(A)          The
Company shall pay your full base salary through the Date of Termination at the
rate in effect just prior to the time a Notice of Termination is given.


 


(B)           As
severance pay and in lieu of any further salary for periods subsequent to the
Date of Termination, the Company shall pay to you in a single payment an amount
in cash equal: (i) two times your annual base pay at the rate in effect
immediately prior to the time a Notice of Termination is given to you and (ii)
two  times your targeted bonus under the
Annual Performance Incentive Plan (APIP) for the fiscal year in which you are
given a Notice of Termination.


 


(C)           For
a 24-month period after the Date of Termination, the Company shall arrange to
provide you and your dependents with medical and dental insurance benefits
substantially similar to those you and your dependents were receiving
immediately prior to the Change in Control and with the same employee
contribution rate towards the premium applicable at the Date of Termination or
at the date of the Change in Control, if greater. Notwithstanding the
foregoing, the Company shall not provide any benefit otherwise receivable by
you pursuant to this paragraph (C) to the extent that a similar benefit is
actually received by you from a subsequent employer during such 24-month
period, and any such benefit actually received by you shall be reported to the
Company. The benefits provided pursuant to this Section 5(iii)(C) that are not
non-taxable medical benefits, “disability pay” or “death benefit” plans within
the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be treated as
follows:  (x) the amount of such benefits
provided during one taxable year shall not affect the amount of such benefits
provided in any other taxable year, except that to the extent such benefits
consist of the reimbursement of expenses referred to in Section 105(b) of
the IRC, a limitation may be imposed on the amount of such reimbursements over
some or all of the Benefit Continuation Period, as described in Treasury
Regulation Section 1.409A-3(i)(iv)(B), (y) to the extent that any such benefits
consist of reimbursement of eligible expenses, such reimbursement must be made
on or before the last day of the calendar year following the calendar year in
which the expense was incurred and (z) no such benefit may be liquidated or
exchanged for another benefit.


 


(D)          Notwithstanding
any vesting limitation described in the Agreement and Plan of Merger (the
“Merger Agreement”), dated as of October 14, 2007, 


 


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by
and among Danaher Corporation, a Delaware corporation (“Parent”), the
corporation defined in the Merger Agreement as Purchaser, which is an indirect
wholly owned subsidiary of Parent, and the Company, relating to your Rollover
Company Stock Options, your Rollover Company RSUs and your Rollover Company
Restricted Shares (each as defined in the Merger Agreement), you shall vest as
of the Date of Termination in:


 


(i)
your Rollover Company Stock Options with a pre-tax aggregate spread (as of the
Date of Termination) equal to the excess, if any, of


 


(x)
the Spread (as defined in the Merger Agreement) of all your Rollover Company
Stock Options at the Effective Time (as defined in the Merger Agreement) over


 


(y)
the aggregate spread (as of the earlier of the date of exercise, if any, or the
Date of Termination) of each of your Rollover Company Stock Options that has
vested since the Effective Time, if any;


 


(ii)
your Rollover Company RSUs with an aggregate pre-tax value equal to the excess,
if any, of


 


(x)
five-sixths (5/6) of the total value of your Rollover Company RSUs at the
Effective Time (determined by multiplying the Merger Price (as defined in the
Merger Agreement) times the number of shares of Parent Common Stock (as defined
in the Merger Agreement) issuable with respect to each such Rollover Company
RSU) over


 


(y)
the aggregate pre-tax value (as of the date of vesting) of your Rollover
Company RSUs that have vested since the Effective Time, if any; and


 


(iii)
your Rollover Company Restricted Shares with an aggregate pre-tax value equal
to the excess, if any, of


 


(x)
five-sixth (5/6) of the total value of your Rollover Company Restricted Shares
at the Effective Time (determined by multiplying the Merger Price times the
number of shares of Parent Common Stock issuable with respect to each such
Rollover Company Restricted Share) over


 


(y)
the aggregate pre-tax value (as of the date of vesting) of your Rollover
Company Restricted Shares that have vested since the Effective Time, if any.


 


Any
of your unvested Rollover Company Stock Options, Rollover Company RSUs and
Rollover Company Restricted Shares that do not vest pursuant to clauses
5(iii)(D)(i), 5(iii)(D)(ii) and 5(iii)(D)(iii) above shall be forfeited as of
the Date of Termination. For purposes of this Section 5(iii)(D) (other
than clause (i)(x)), the “spread” of each Rollover Company Stock Option shall
equal the excess, if any, of the value of the Parent Common Stock underlying
the option as of the earlier of the date of exercise, if any, or the Date of
Termination over the exercise price of the 


 


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option.
In determining which of your Rollover Company Stock Options vest pursuant to
this Section 5(iii)(D), your Rollover Company Stock Options that otherwise
would have a shorter remaining vesting period shall vest before those with a
longer remaining vesting period.


 


(E)           The
Company shall pay you for any vacation time earned but not taken at the Date of
Termination, at an hourly rate equal to your annual base salary as in effect
immediately prior to the time a Notice of Termination is given divided by 2080.


 


(F)           Except
as specifically provided above, the amount of any payment provided for in this
Section 5 shall not be reduced, offset or subject to recovery by the
Company by reason of any compensation earned by you as the result of employment
by another employer after the Date of Termination, or otherwise. Your
entitlements under subparagraph (5)(iii) are (1) in lieu of any rights,
benefits or entitlements you may have for other severance or separation pay or
benefits (including under any severance agreement that you may be party to with
the Company or an affiliate thereof) or under the Company’s severance pay plan
and (2) except as provided in clause (1) above, in addition to, and not in lieu
of, any rights, benefits or entitlements you may have under the terms or
provisions of any Plan.


 


6.             Successors; Binding Agreement.


 


(i)            Upon your written request,
the Company will seek to have any Successor, by agreement in form and substance
satisfactory to you, assent to the fulfillment by the Company of its
obligations under this Agreement. For purposes of this Agreement, “Successor”
shall mean any Person that succeeds to, or has the practical ability to control
(either immediately or with the passage of time), the Company’s business
directly, by merger or consolidation, or indirectly, by purchase of the
Company’s Voting Securities or otherwise; provided, that if the Company enters
into a merger and is the surviving entity in any merger, you shall not have the
right to require the Company to obtain any assent under this Section 6(i).


 


(ii)           This
Agreement shall inure to the benefit of and be enforceable by your personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you should die while any amount would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
be no such designee, to your estate.


 


7.             Employee’s Commitment.  You agree that subsequent to
your period of employment with the Company, you will not at any time
communicate or disclose to any unauthorized person, without the written consent
of the Company, any confidential information of the Company or any subsidiary,
including any confidential information concerning their business, affairs,
products, suppliers or customers; it being understood, however, that the
obligations of this Section 7 shall not apply to the extent that such
matters (a) are disclosed in circumstances where you are 


 


8

















 


legally
required to do so or (b) become generally known to and available for use
by the public otherwise than by your wrongful act or omission. You further
agree to the terms of the Restrictive Covenant Agreement attached hereto as
Exhibit B, which are incorporated herein by reference as if a part of this
Agreement and acknowledge that you have entered into such Restrictive Covenant
Agreement at the time of your entry into this Agreement and further acknowledge
and agrees that you will enter into an amendment to such Restrictive Covenant
Agreement, which will modify the non-solicitation covenants contained therein,
on the first business day after January 1, 2008.


 


8.             Survival.  The respective obligations of, and benefits afforded to,
the Company and you as provided in Sections 5, 6(ii), 7 and 12 of this
Agreement shall survive termination of this Agreement.


 


9.             Notice.  For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid and addressed, in
the case of the Company, to the address set forth on the first page of this
Agreement or, in the case of the undersigned employee, to the address set forth
below his signature, provided that all notices to the Company shall be directed
to the attention of the Chairman of the Board or President of the Company, with
a copy to the Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.


 


10.           Miscellaneous.  No provision of this Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in a writing signed by you and the Company as authorized
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or of compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Oregon.


 


11.           Validity.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


12.           Arbitration.  Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Portland,
Oregon pursuant to the then-current Comprehensive Arbitration Rules of the
Judicial Arbitration and Mediation Service (JAMS), before one neutral
arbitrator selected in accordance with such rules. Judgment may be entered on
the arbitrators’ award in any court having jurisdiction; provided, however,
that you shall be entitled to seek specific performance of your right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The Company
shall bear all costs and expenses arising in connection with any arbitration
proceeding pursuant to this Section 12. Notwithstanding the foregoing, the
parties agree that nothing in this Agreement shall be construed to limit either
party’s right to seek 


 


9

















 


injunctive
relief with any court of appropriate jurisdiction with respect to any breach of
obligation(s) hereunder.


 


13.           Related Agreements.  To the extent that any provision
of any other agreement between the Company or any of its subsidiaries and you
shall limit, qualify or be inconsistent with any provision of this Agreement,
then for purposes of this Agreement, while the same shall remain in force, the
provision of this Agreement shall control and such provision of such other
agreement shall be deemed to have been superseded, and to be of no force or
effect, as if such other agreement had been formally amended to the extent
necessary to accomplish such purpose.


 


14.           Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be deemed to be an original, but
all of which together will constitute one and the same instrument.


 


If
this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TEKTRONIX,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed
  to as of the date set forth above.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:      [Name]

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
							



 


10

















 


EXHIBIT A


[Date]


 


[Name]


[Address]


 


 


Dear
             :


 


In connection with the termination of your
employment with Tektronix, Inc. or its successor in interest (the “Company”) on
[insert termination date] and pursuant
to the October     , 2007 letter agreement by and between
you and Tektronix, Inc. regarding Change of Control Severance Protection
(“October 2007 Agreement”) to which this letter agreement is attached as
Exhibit A, you are eligible to receive the severance benefits set forth in the
October 2007 Agreement provided you sign and return this letter agreement to [insert name] by [insert
return date 22 days after receipt of this letter agreement]. By
signing and returning this letter agreement, you will be entering into a
binding agreement with the Company and will be agreeing to the terms and
conditions set forth in the numbered paragraphs below, including the release of
claims set forth in Section 3. Therefore, you are advised to consult with your
attorney before signing this letter agreement and you may take up to twenty-one
(21) days to do so. If you sign this letter agreement, you may change your mind
and revoke your agreement during the seven (7) day period after you have signed
it. This revocation must be in writing and delivered to [insert name] before the close of business
on the seventh (7th) day. If you do not so revoke, this letter agreement will
become a binding agreement between the Company and you upon the expiration of
the seven (7) day revocation period.


 


If you choose not to sign and return this
letter agreement by [insert return date],
you shall not receive any severance benefits from the Company. You will,
however, receive payment on [your termination date or
other date as required by state law] for any wages and unused, accrued vacation through
the termination date as required by applicable law. Also, regardless of signing
this letter agreement, you may elect to continue receiving group medical
insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et  seq.
All premium costs shall be paid by you on a monthly basis for as long as,
and to the extent that, you remain eligible for COBRA continuation coverage. You
should consult the COBRA materials to be provided by the Company for details regarding
COBRA continuation benefits. All other benefits, [including
life insurance and long-term disability insurance], will cease upon
your termination date in accordance with the plan documents.


 


Further, any stock rights you may have shall
be governed by the terms of the applicable Stock Plan.


 


If, after reviewing this letter agreement
with your attorney, you find that the terms and conditions are satisfactory to
you, you must sign and return this letter agreement to [insert name] by [insert
return date].


 


The following numbered paragraphs set forth
the terms and conditions that will apply if you timely sign and return this
letter agreement and do not revoke it within the seven (7) day period:


 


1.             Termination Date - Your effective date of termination from
the Company is                                      
(the “Termination Date”).


 


2.             Description of Severance Benefits - The severance benefits to be paid to you
if you timely sign and return this letter agreement are set forth in the
October 2007 Agreement


 


11

















 


to which this letter agreement is attached as
attached as Exhibit A (the “Severance Benefits”).


 


3.             Release - In
consideration of the payment of the Severance Benefits, which you acknowledge
you would not otherwise be entitled to receive, you hereby fully, forever,
irrevocably and unconditionally release and discharge the Company, its
officers, directors, stockholders, corporate affiliates, subsidiaries, parent
companies, agents and employees (each in their individual and corporate
capacities) (hereinafter, the “Released Parties”) from any and all claims,
charges, complaints, demands, actions, causes of action, suits, rights, debts,
sums of money, costs, accounts, reckonings, covenants, contracts, agreements,
promises, omissions, damages, obligations, liabilities, and expenses (including
attorneys’ fees and costs), of every kind and nature that you ever had or now
have against the Released Parties, including, but not limited to, all claims
arising out of your employment with and/or separation from the Company,
including, but not limited to, all employment discrimination claims under Title
VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 et  seq., the
Family and Medical Leave Act, 29 U.S.C. § 2601 et  seq., the
Age Discrimination in Employment Act, 29 U.S.C. § 621 et  seq.,
the Rehabilitation Act of 1973, 29
U.S.C. § 701 et  seq., all Oregon laws prohibiting
employment discrimination, including but not limited to ORS Section 659 and
659a), the District of Columbia Human Rights Act of 1977, D.C. Code Ann.
§ 2-1401 et  seq., D.C. Code Ann. § 7-1005 (D.C.
law prohibiting employment discrimination), all as amended, and all claims
arising out of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et  seq.
and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§ 1001 et  seq., all as amended, and all common law claims including,
but not limited to, actions in tort, defamation and breach of contract, all
claims to any non-vested ownership interest in the Company, contractual or
otherwise, including, but not limited to, claims to stock or stock options, and
any claim or damage arising out of your employment with and/or separation from
the Company (including a claim for retaliation) under any common law theory or
any federal, state or local statute or ordinance not expressly referenced above.
Excepted from this release is any claim or right which cannot be waived by law,
including claims arising after the date of this Agreement, including any rights
to vested retirement benefits, claims for unemployment benefits, or claims
relating to the enforceability of this release under the Older Workers’ Benefit
Protection Act. The Parties intend  this
release as set forth in this Section 3 to be general and comprehensive in
nature and to release all claims and potential claims by you to the maximum
extent permitted by law.


 


4.             Covenant Not to Sue.  You
represent and warrant that you have not filed or otherwise initiated any
proceeding, complaint, charge, or lawsuit with any court, government agency, or
other entity relating to any claims being released by you under this Agreement,
and that you shall not file or initiate any such proceeding, complaint, charge
or lawsuit at any time hereafter relating to any claims being released by you. If
you fail to comply with this Section 4 by filing or initiating a proceeding,
complaint, charge, or lawsuit, you shall immediately withdraw such proceeding,
complaint, charge or lawsuit, and shall pay all of the Company’s costs in
defending against that proceeding, complaint, charge, or lawsuit, including
without limitation, reasonable attorneys’ fees, 
provided, however, that nothing in this letter agreement
prevents you from filing, cooperating with, or participating in any proceeding
before the EEOC or a state Fair Employment Practices Agency (except that you
acknowledge and agree that you shall not be able to recover any monetary
benefits in connection with any such claim, charge, lawsuit, or proceeding). This
Section 4 shall 


 


12

















 


not apply to a claim by you which challenges the
validity of your waiver and release of a claim under the Age Discrimination in
Employment Act.


 


5.             Non-Disclosure, Non-Competition,
and Non-Solicitation  - You acknowledge and reaffirm your continuing obligations under the
Noncompetition Agreement which you executed for the benefit of the Company and
which remains in full force and effect, including without limitation your
obligations of non-disclosure, non-competition, non-disparagement and
non-solicitation.


 


6.             Return of Company Property - You confirm that you have returned to the
Company in good working order all keys, files, records (and copies thereof),
equipment (including, but not limited to, computer hardware, software and
printers, wireless handheld devices, cellular phones and pagers), Company
identification, Company vehicles, Company confidential and proprietary
information, and any other Company-owned property in your possession or control
and have left intact all electronic Company documents, including, but not
limited to, those that you developed or helped to develop during your
employment. You further confirm that you have cancelled all accounts for your
benefit, if any, in the Company’s name, including, but not limited to, credit
cards, telephone charge cards, cellular phone and/or pager accounts and
computer accounts.


 


7.             Business Expenses and
Compensation - You
acknowledge that you have been reimbursed by the Company for all business
expenses incurred in conjunction with the performance of your employment and
that no other reimbursements are owed to you. You further acknowledge that you
have received payment in full for all services rendered in conjunction with
your employment by the Company and that no other compensation is owed to you.


 


8.             Non-Disparagement - You understand and agree that as a
condition for payment to you of the Severance Benefits herein provided, you
shall not make any false, disparaging or derogatory statements to any media
outlet, industry group, financial institution or current or former employee,
consultant, client or customer of the Company or any other entity or person
regarding the Company or any of its directors, officers, employees, agents or
representatives or about the Company’s business affairs and financial condition


 


9.             Amendment - This letter agreement shall be binding
upon the parties and may not be modified in any manner, except by an instrument
in writing of concurrent or subsequent date signed by duly authorized
representatives of the parties hereto. This letter agreement is binding upon
and shall inure to the benefit of the parties and their respective agents,
assigns, heirs, executors, successors and administrators.


 


10.           Waiver of Rights
- No delay or omission by the Company in exercising any right under this letter
agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in
that instance and shall not be construed as a bar to or waiver of any right on
any other occasion.


 


11.           Validity - Should any provision of this letter
agreement be declared or be determined by any court of competent jurisdiction
to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be deemed not to be a part of this letter agreement.


 


13

















 


12.           Confidentiality - You understand and agree that, as a
condition for payment to you of the Severance Benefits, the terms and contents
of this letter agreement, and the contents of the negotiations and discussions
resulting in this letter agreement, shall be maintained as confidential by you
and your agents, representatives and family members and shall not be disclosed
except to the extent required by federal or state law or as otherwise agreed to
in writing by the Company.


 


13.           Nature of Agreement
- You  understand and agree that this letter
agreement is a severance agreement and does not constitute an admission of
liability or wrongdoing on the part of the Company.


 


14.           Acknowledgments - You acknowledge that you have been given
at least twenty-one (21) days to consider this letter agreement, including
Attachment A, and that the Company advised you to consult with an attorney of
your own choosing prior to signing this letter agreement. You understand that
you may revoke this letter agreement for a period of seven (7) days after you
sign this letter agreement by sending a notice of revocation to [insert name], and that this letter
agreement shall not be effective or enforceable until the expiration of this
seven (7) day revocation period.


 


15.           Voluntary Assent
- You affirm that no other promises or agreements of any kind have been made to
or with you by any person or entity whatsoever to cause you to sign this letter
agreement, and that you fully understand the meaning and intent of this letter agreement.
You state and represent that you have had an opportunity to discuss fully and
review the terms of this letter agreement with an attorney. You further state
and represent that you have carefully read this letter agreement, including
Attachment A, understand the contents herein, freely and voluntarily assent to
all of the terms and conditions hereof, and sign your name of your own free
act.


 


16.           Applicable Law - This letter agreement shall be interpreted
and construed by the laws of the District of Columbia, without regard to
conflict of laws provisions. You hereby irrevocably submit to and acknowledge
and recognize the jurisdiction of the courts of the District of Columbia, or if
appropriate, a federal court located in the District of Columbia (which courts,
for purposes of this letter agreement, are the only courts of competent
jurisdiction), over any suit, action or other proceeding arising out of, under
or in connection with this letter agreement or the subject matter hereof.


 


17.           Entire Agreement
- This letter agreement contains and constitutes the entire understanding and
agreement between the parties hereto with respect to your Severance Benefits
and the settlement of claims against the Company and cancels all previous oral
and written negotiations, agreements and commitments in connection therewith. Nothing
in this paragraph, however, shall modify, cancel or supersede your obligations
set forth in Section 5 herein.


 


Good luck to you in your future endeavors. If
you have any questions about the matters covered in this letter agreement,
please call [insert name] at [insert phone number].


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Name and title]

  
	
   

  	
   

  



 


14

















 


I
hereby agree to the terms and conditions set forth above. I have been given at
least twenty-one (21) days to consider this letter agreement and I have chosen
to execute this on the date below. I intend that this letter agreement becomes
a binding agreement between the Company and me if I do not revoke my acceptance
within seven (7) days.


 


	
   

  	
   

  	
  Date

  	
   

  
	
  [Employee name]

  



 


 


To be returned by [insert
return date].


 


15

















 


EXHIBIT
B


 


NONCOMPETITION AGREEMENT


 


Tektronix, Inc., an Oregon corporation headquartered at 14200 SW Karl Braun Drive,
Beaverton, Oregon 97077 and XXXXXXX who resides at XXXXXXXXX (“the Associate”)
agree as follows (in this Agreement, Tektronix, Inc. and it subsidiaries, as
applicable, are referred to as the “Company” or “Tektronix”):


 


1.             Noncompetition and Nonsolicitation.


 


(a)           During
the Associate’s employment with the Company, the Associate shall not directly
or indirectly: (A) perform services of any nature or in any capacity whatsoever
for any business, person, or entity which is engaged in product lines which
compete with and/or which is in competition with Tektronix or any subsidiary of
Tektronix; (B) engage in any product lines which compete with Tektronix or any
subsidiary of Tektronix; (C) except on behalf of Tektronix or any subsidiary of
Tektronix, sell, offer to sell or solicit any orders for the purchase of any
products and/or services which are the same as or similar to those sold by
Tektronix or any subsidiary of Tektronix, to or from any customer, person or
entity; or (D) otherwise perform any services, sell any products or engage in
any activities in any capacity whatsoever which are in competition with
Tektronix or any subsidiary of Tektronix.


 


(b)           For a 12-month period following the termination of the Associate’s
employment with the Company, whether the termination is voluntary or
involuntary, the Associate will not, directly or indirectly, on behalf of
himself or herself or for any entity, business or person other than, Tektronix
or any subsidiary of Tektronix:


 


(A)          compete
with Tektronix anywhere in the United States or anywhere else in the world
where Tektronix does business (the “Restricted Area”), or


 


 (i)           accept employment (as a director, officer, employee, independent
contractor, representative, consultant, member or otherwise) with a business,
entity (including without limitation any business or entity started by the
Associate) or person that competes directly or indirectly with any product or
service of the Company within the Restricted Area,


 


(ii)           provide
any services similar to the services the Associate provided to or on behalf of
the Company, or any other advice or consulting services, to a business, entity
(including without limitation any business or entity started by the Associate)
or person that competes directly or indirectly with any product or service of
the Company within the Restricted Area, or


 


(iii)          invest
in or otherwise hold any interest in (except for passive ownership of up to 3%
of the outstanding capital stock of any publicly traded corporation, so long as
the Associate complies with clauses (i) and (ii) above), a business, entity
(including without limitation any business or entity started by the Associate)
or person that competes 


 


16

















 


directly
or indirectly with any product or service of the Company within the Restricted
Area.


 


(B)           sell,
offer to sell, or solicit any orders for the purchase of, to or from any
customer, any products and/or services similar to those upon which or with
which the Associate worked, or about which the Associate acquired knowledge,
while employed by Tektronix. For purposes of this Agreement, the term
“customer” means any person, business or entity, or any person, business, or
entity subject to the control of any such person, business or entity, that
during the 24  months immediately
preceding termination of Associate’s employment with the Company: (i) sought,
inquired about, or purchased any products or services of the Company ; (ii)
contacted Tektronix for the purpose of seeking or purchasing any products or
services of Tektronix; (iii) was contacted by Tektronix for the purpose of
selling its products or services; and/or (iv) received a written and/or verbal
sales proposal from Tektronix.


 


(C)           use,
incorporate or otherwise create any business entity or organization or domain
name using, any name confusingly similar to the name of Tektronix or of any
subsidiary of Tektronix, or any other name under which any of those entities
does business.


 


2.             Nonpiracy. During the Associate’s employment and for a 12-month period following
the termination of the Associate’s employment with the Company, whether the
termination is voluntary or involuntary, the Associate will not directly or
indirectly, on behalf of himself or herself, or for any other entity, business,
or person:


 


 (1)          hire, entice, induce, solicit or attempt to hire, entice, induce or
solicit any employee of the Company or any affiliate of the Company to leave
the Company’s employ (or the employ of any affiliate of the Company, as
applicable) or cause any employee of the Company (or of any affiliate of the
Company) to become employed in any business that is directly or indirectly
competitive with the Company (or such affiliate) for any reason whatsoever,


 


(2)           assist
or encourage in any manner, including without limitation through the providing
of advice or information, any employee of the Company to leave the Company’s
employ (or the employ of any affiliate of the Company, as applicable), or


 


(3)           suggest
or recommend in any manner, including through the providing of advice or
information, that any business, person or entity hire, entice, induce, solicit,
cause or attempt to hire, entice, induce or solicit or cause any employee of
the Company to leave the Company’s employ (or the employ of any affiliate of
the Company, as applicable).


 


 For purposes of this Agreement, the term
“employee of the Company” shall include each person who as of the date of
termination of the Associate’s employment is, or at any time within the 6-month
period preceding such date was, (1) employed by Tektronix or any of its
affiliates whether on a full-time or part-time basis, or (2) providing
full-time services to, or working as an independent contractor for, Tektronix
or any of its affiliates.


 


17

















 


3.             Nondisclosure.


 


(a)           The Associate agrees with the Company that he or she will not at any
time during the Associate’s employment by the Company or at any time after any
termination of said employment, whether it be voluntary or involuntary, except
in performing his or her employment duties to the Company or any affiliate of
the Company under this Agreement, directly or indirectly, use, disclose, or
publish, or knowingly or negligently permit others not so authorized to use,
disclose, or publish, (1) any information, data or other assets or property of
the Company or any of its affiliates, in whatever form, including without
limitation any information relating to any current or former employee of the
Company, or (2) without limiting the foregoing, any Confidential Information
that the Associate may learn or become aware of, or may have learned or become
aware of, because of the Associate’s prior or continuing employment, ownership,
or association with the Company or any predecessors or affiliates thereof, or
use, or knowingly or negligently permit others not so authorized to use, any
such information in a manner detrimental to the interests of the Company or any
affiliates thereof.


 


(b)           The Associate agrees not to use in working for the Company or any of
its affiliates and not to disclose to the Company or any affiliate thereof any
trade secrets or other information the Associate does not have the right to use
or disclose and that the Company and its affiliates are not free to use without
liability of any kind. The Associate agrees to inform the Company promptly in
writing of any patents, copyrights, trademarks, or other proprietary or
intellectual property rights known to the Associate that the Company or any of
its affiliates might violate because of information provided by the Associate.


 


(c)           The Associate confirms that all assets and properties of the Company
and its affiliates, including without limitation Confidential Information, is
and must remain the exclusive property of the Company or the relevant affiliate
thereof. All such assets and property, including without limitation all office
equipment (including computers) the Associate receives from the Company or any
affiliate thereof in the course of the Associate’s employment and all business
records, business papers, and business documents the Associate keeps or
creates, whether on digital media or otherwise, in the course of the
Associate’s employment relating to the Company or any affiliate thereof, must
be and remain the assets and property of the Company or the relevant affiliate.
Upon the termination of the Associate’s employment with the Company, whether it
be voluntary or involuntary, whenever that termination of employment may occur,
or upon the Company’s request at any time, the Associate must promptly deliver
to the Company or to the relevant affiliate all such assets and property,
including without limitation any such office equipment (including computers)
and any Confidential Information or other records or documents (written or
otherwise), and any copies, excerpts, summaries or compilations of the
foregoing, made by the Associate or that came into the Associate’s possession
during the Associate’s employment. The Associate agrees that he or she will not
retain any such assets or property, including without limitation copies,
excerpts, summaries, or compilations of the foregoing information, records and
documents.


 


(d)           “Confidential Information” includes, without limitation, any matters
protected under the Uniform Trade Secrets Act and any information that neither
the Company nor any of its affiliates has previously disclosed to the public
with respect to the present or future business of the Company or of any of its
affiliates, any other confidential or proprietary information of the Company or
any of its affiliates, and any other information not generally known outside
the Company and its affiliates that may be of value to the Company or any of
its affiliates, but excludes any information already properly in the public domain.
“Confidential Information” also 


 


18

















 


includes,
without limitation, confidential and proprietary information and trade secrets
that third parties entrust to the Company or any of its affiliates in confidence.


 


(e)           The Associate understands and agrees that the rights and obligations
set forth in this Nondisclosure
section will continue indefinitely and will survive termination of the
Associate’s employment with the Company.


 


4.             Enforceability.  It is the intention of the
parties that the provisions of the restrictive covenants herein shall be
enforceable to the fullest extent permissible under applicable law, but the
unenforceability (or modification to conform to such law) of any provision or
provisions hereof shall not render unenforceable, or impair, the remainder
thereof. If any provision or provisions hereof shall be deemed invalid or
unenforceable, either in whole or in part, this Agreement shall be deemed
amended to delete or modify, as necessary, the offending provision or
provisions and to alter the bounds thereof in order to render it valid and
enforceable.


 


5.             Damages and Relief.  The Associate acknowledges and
agrees that damages are an inadequate remedy for any breach of the terms and
conditions set forth in Sections 1, 2, 3 and 10 of this Agreement and agrees
that in the event of a breach of such paragraphs, the Company may, with or
without pursuing any remedy for damages, immediately obtain and enforce an ex
parte, preliminary and permanent injunction prohibiting the Associate from
violating this policy. Further, in any civil action brought for a breach of
this Agreement, the Company shall be entitled to recover from the Associate all
reasonable attorneys’ fees, litigation expenses, and costs incurred by the
Company if the Company prevails in that action.


 


6.             Consideration.  The Associate acknowledges and
agrees that this Agreement is supported by his or her employment by the Company
and by the Company’s covenants as set forth in the October   ,
2007 letter agreement by and between you and the Company regarding Change of
Control Severance Protection. The Associate further agrees that such
consideration is fair, reasonable and enforceable to its full extent; that the
Associate was given adequate time to consider this Agreement; that the Company
has an important and legitimate business interest that it is seeking to protect
with this Agreement; and that enforcement of this Agreement would not interfere
with the interests of the public.


 


7.             Governing Law.  This Agreement shall be governed
by and construed in accordance with the substantive laws of the State of Oregon
without regard for the choice of law provisions thereof.


 


8.             Amendment and Waiver; Entire Agreement.  This Agreement shall not be
amended except by a written instrument hereafter signed by the Company and the
Associate. The failure of the Company to enforce, or delay in enforcing, any
term of this Agreement shall not constitute a waiver of any rights or deprive
the Company of the right to insist thereafter upon strict adherence to that or
any other term of this Agreement, nor shall a waiver of any breach of this
Agreement constitute a waiver of any preceding or succeeding breach. No waiver
of a right under any provision of this Agreement shall be binding on the
Company unless made in writing and signed by the President of the Company. This
Agreement contains the entire understanding of Tektronix and the Associate
relating to the subject matter hereof and supersedes all prior agreements and
understandings relating to the subject matter hereof between the Associate on
the one hand and Tektronix and/or any current or former subsidiary of Tektronix
on the other hand, including without limitation any similar agreement entered
into prior to the date hereof


 


19

















 


between
the Associate on the one hand and Tektronix and/or any current or former
subsidiary of Tektronix on the other hand.


 


9.             Successors and Assigns.  This Agreement shall be binding
upon the Associate and his/her heirs, successors, assigns and personal
representatives, and inure to the benefit of the Company, its successors and
its assigns. The Associate may not assign any rights or duties under this
Agreement; the Company may assign any or all of its rights and/or duties herein
to any subsidiary or subsidiaries of the Company. The term “affiliate,” when
used herein, shall not include any officers or directors of the Company.


 


10.           Nondisparagement.  The Associate agrees that except
as required under the law, the Associate will refrain from making derogatory or
disparaging written or oral comments regarding the Company, any of its
affiliates or any of their respective products, services or personnel.


 


11.           Acknowledgment of Understanding; Livelihood.  The Associate acknowledges that
s/he has read this Agreement in its entirety and understands all of its terms
and conditions, that s/he has had the opportunity to consult with legal counsel
of his/her choice regarding his/her agreement to the provisions contained
herein, that s/he is entering into this Agreement of his/her own free will,
without coercion from any source, and that s/he agrees to abide by all of the
terms and conditions herein contained. The Associate further acknowledges that
in consideration of the Associate’s right to terminate his/her employment with
the Company at any time for any reason, Associate agrees that s/he is employed
by the Company on an at-will basis. Nothing contained in this Agreement or
elsewhere shall be construed as limiting the effect of this paragraph. The
Associate acknowledges that Associate’s knowledge, skills and abilities are
sufficient to enable the Associate, in the event of the termination of
employment with the Company, to earn a satisfactory livelihood without violating
this Agreement.


 


	
  Associate:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name;

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tektronix, Inc.:

  	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
									



 


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