Exhibit 10.2


 


Tektronix, Inc.


P.O. Box 500


14200 S.W. Karl Braun Drive


Beaverton, OR  97077-0001


 


October
14, 2007


 


[Name]


[Title]


Tektronix,
Inc.


 


Re:          Amended and Restated 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. Effective on the date of this Agreement, this
Agreement amends, restates and supersedes the Change in Control Agreement dated
[                            ].
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 twenty four (24) 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; 


 


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(e)
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 twenty four (24) 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 and continued failure
by you to perform substantially your reasonably assigned duties with the
Company consistent with those duties assigned to you prior to the Change in
Control (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 willful engaging by you in illegal conduct which is
materially and demonstrably injurious to the Company. For purposes of this
paragraph (iii), no act, or failure to act, on your part shall be considered “willful”
unless done, or omitted to be done, by you in knowing bad faith and without
reasonable belief that your action or omission was in, or not opposed to, the
best interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or based upon the
advice of counsel for the Company shall be conclusively


 


3

















 


presumed
to be done, or omitted to be done, by you in good faith and in the best
interests of the Company. Notwithstanding the foregoing, you shall not be
deemed to have been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative vote of
not less than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice to you
and an opportunity for you, together with your counsel, to be heard before the
Board), finding that in the good faith opinion of the Board you were guilty of
the conduct set forth above in (a) or (b) of this paragraph (iii) and
specifying the particulars thereof in detail.


 


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


 


(A)          a change
in your status, title, position(s), responsibilities or reporting relationship
as an officer of the Company which, in your reasonable judgment, does not
represent a promotion from your status, title, position(s), responsibilities
and reporting relationship as in effect immediately prior to the Change in
Control, or the assignment to you of any duties or responsibilities which, in
your reasonable judgment, are inconsistent with such status, title, position(s)
or reporting relationship, or any removal of you from or any failure to
reappoint or reelect you to such position(s), 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;


 


(B)           a
reduction by the Company in your base salary as in effect immediately prior to
the Change in Control;


 


(C)           the
failure by the Company to continue in effect any Plan (as hereinafter defined)
in which you are participating at the time of the Change in Control (or Plans
providing you with at least substantially similar benefits) other than as a
result of the normal expiration of any such Plan in accordance with its terms
as in effect at the time of the Change in Control, or the taking of any action,
or the failure to act, by the Company which would adversely affect your
continued participation in any of such Plans or replacement Plans on at least
as favorable a basis to you as is the case on the date of the Change in Control
or which would materially reduce your benefits in the future under any of such
Plans or replacement Plans or deprive you of any material benefit enjoyed by
you at the time of the Change in Control without, in each case, the replacement
of substantially equivalent benefits;


 


(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
office is located immediately prior to the Change in


 


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Control
except for required travel on the Company’s business to an extent substantially
consistent with the business travel obligations which you undertook on behalf
of the Company prior to the Change in Control; or


 


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


 


For
purposes of this Agreement, “Plan” shall mean any compensation plan such as an
incentive, stock option or restricted stock plan or any employee benefit plan
such as a thrift, pension, profit sharing, medical, disability, accident, life
insurance plan or a relocation plan or policy or any other plan, program or
policy of the Company intended to benefit employees.


 


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 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.


 


5

















 


(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 twenty
four (24) 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 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.


 


6

















 


(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. Notwithstanding
the foregoing provisions of this Section 5(iii), in the event that the you are
a “specified employee” within the meaning of Section 409A of the IRC (as
determined in accordance with the methodology established by the Company as in
effect on the Date of Termination) (a “Specified Employee”), amounts that would
otherwise be payable under this Section 5(iii)(B) during the six-month period
immediately following the Date of Termination shall instead be paid to you on
the first business day after the date that is six months following your “separation
from service” within the meaning of Section 409A of the IRC (the “409A Payment
Date”).


 


(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, 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


 


7

















 


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 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. Notwithstanding


 


8

















 


the
foregoing provisions of this Section 5(iii), in the event that the you are a
Specified Employee, amounts that would otherwise be payable to you under this
Section 5(iii)(D) with respect to your Rollover Company RSUs during the
six-month period immediately following the Date of Termination shall instead be
paid to you on the 409A Payment Date.


 


(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


 


9

















 


not
apply to the extent that such matters (a) are disclosed in circumstances where
you are 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


 


10

















 


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:

  	
  [                                ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
						



 


11

















 


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


 


12

















 


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


 


13

















 


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.


 


14

















 


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]

  



 


15

















 


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].

  	
   

  	
   

  



 


16
















 


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


 


17

















 


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.


 


18

















 


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


 


19

















 


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


 


20

















 


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:

  	
   

  	
   

  	
   

  	
   

  
										



 


21