LIST OF NAMED EXECUTIVE OFFICERS WITH WHOM TEKTRONIX HAS EXECUTIVE SEVERANCE
AGREEMENTS IN SUBSTANTIALLY THE FORM ATTACHED.
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. XxXxx
Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
Xxxx X. Xxxxx
Executive Severance Agreement
Effective as of __________________
(Name)
(Address) Executive
Tektronix, Inc.,
an Oregon corporation
P.O. Box 500
Beaverton, Oregon Tektronix
Tektronix considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of
Tektronix and its shareholders. In order to induce Executive to remain employed
by Tektronix in the face of uncertainties about the long-term strategies of
Tektronix and their potential impact on the scope and nature of Executive's
position with Tektronix, this Agreement sets forth the severance benefits that
Tektronix will provide to Executive in the event Executive's employment by
Tektronix is terminated under the circumstances described in this Agreement.
1. Employment Relationship. Executive is currently employed by Tektronix
as [TITLE]. Executive and Tektronix acknowledge that either party may
terminate this employment relationship at any time and for any reason,
subject to the obligation of Tektronix to provide the benefits
specified in this Agreement in accordance with the terms hereof.
Executive acknowledges that the purpose of this Agreement is to provide
both for the retention of Executive and for flexibility in Tektronix's
use of Executive's services. Consequently, Executive agrees that, for
purposes of this Agreement, Executive's employment by Tektronix shall
not be deemed terminated if Executive is assigned additional or
different titles, and/or tasks and responsibilities from those
currently held or assigned, provided, that any changes leave Executive
with substantial management responsibility, consistent with Executive's
areas of professional expertise.
2. Release of Claims. In consideration for the severance benefits outlined
in this Agreement, Executive agrees to execute a Release of Claims in
the form attached as Exhibit A ("Release of Claims"). Executive
promises to execute and deliver the Release of Claims to Tektronix
within the later of forty-five (45) days from the date Executive
receives the Release of Claims or on the last day of Executive's active
employment.
1
3. Compensation Upon Termination. In the event that Executive's employment
is terminated at any time by Tektronix other than for Cause (as defined
in Section 6.1 of this Agreement), death, or Disability (as defined in
Section 6.2 of this Agreement), subject to Executive's execution of a
Release of Claims and compliance with the terms of this agreement
(including Section 7), Executive shall be entitled to the following
benefits:
3.1 As severance pay and in lieu of any further pay for periods
subsequent to the date of termination, Tektronix shall pay
Executive, in a single payment within the later of forty-five
(45) days after termination of employment or eight days after
execution of the Release of Claims, an amount in cash equal to
Executive's annual base pay at the rate in effect immediately
prior to the date of termination, or, if greater, an amount in
cash equal to Executive's average annual base pay for the
three years ending with Executive's last pay change preceding
termination.
3.2 Pursuant to COBRA, Executive is entitled to extend coverage
under any group health plan in which Executive and Executive's
dependents are enrolled at the time of termination of
employment for the 18-month statutory period, or so long as
Executive remains eligible under COBRA.
At the time of payment of the severance pay referenced in
paragraph 3.1 above, Tektronix will pay Executive a lump sum
payment in an amount equivalent to the reasonably estimated
cost Executive may incur to extend for a period of eighteen
(18) months under the COBRA continuation laws Executive's
group health and dental plan coverage in effect at the time of
termination. Executive may use this payment, as well as any
payment made under 3.1, for such COBRA continuation coverage
or for any other purpose.
3.3 Unless Executive's employment terminates at the end of the
fiscal year, and except as provided in Section 5, Executive
shall be entitled to a portion of the benefits under any
incentive plans in effect at the time of termination
(including the Annual Performance Improvement Plan), prorated
for the portion of the plan year during which Executive was a
participant. For purposes of this Agreement, Executive's
participation in the Annual Performance Improvement Plan will
be considered to have ended on Executive's last day of active
employment. Prorated awards shall not be due and payable by
Tektronix to Executive until the date that all awards are paid
after the close of the incentive period. Unless the applicable
plan provides for a greater payment for a participant whose
employment terminates prior to the end of an incentive period
(in which case the applicable plan payment shall be made), the
proration shall be calculated pursuant to this Section 3.3.
The payment, if any, that would have been made under
Executive's award had Executive been made a participant for
the full incentive period shall be calculated at the end of
the incentive period. Such amount shall be divided by the
total number of days in the incentive period and the result
multiplied by the actual number of days Executive participated
in the plan.
3.4 Tektronix will pay up to $18,000 to a third party outplacement
firm selected by Executive to provide career counseling
assistance to Executive for a period of one (1) year following
Executive's termination date.
3.5 Tektronix will permit Executive to continue to participate in
its Executive Financial Counseling Program through the
remainder of the term of Executive's current participation
(which shall in no case be longer than one (1) year after the
effective date of Executive's termination).
2
4. Subsequent Employment. The amount of any payment provided for in this
Agreement shall not be reduced, offset or subject to recovery by
Tektronix by reason of any compensation earned by Executive as the
result of employment by another employer after termination.
5. Other Agreements.
5.1 In the event that severance benefits are payable to Executive
under any other agreement with Tektronix in effect at the time
of termination, the benefits provided in this Agreement shall
not be payable to Executive. Executive may, however, elect to
receive all of the benefits provided for in this Agreement in
lieu of all of the benefits provided in all such Other
Agreements. Any such election shall be made with respect to
the Other Agreements as a whole, and Executive cannot select
some benefits from one agreement and other benefits from this
Agreement. For purposes of this Section 5.1, "Other Agreement"
shall include, but not limited to, any change of control,
"golden parachute" or employment agreement, but shall exclude
any stock option agreement or stock bonus agreement or stock
appreciation right agreement that may provide for accelerated
vesting or related benefits upon the occurrence of a change in
control.
5.2 The vesting or accrual of stock options, restricted stock,
stock bonuses, or any other stock awards shall not continue
following termination. Any agreements between Executive and
Tektronix that relate to stock awards (including but not
limited to stock options, long term incentive program, stock
bonuses and restricted stock) shall be governed by such
agreements and shall not be affected by this Agreement.
6. Definitions.
6.1 Cause. Termination by Tektronix of Executive's employment for
"Cause" shall mean termination upon (a) the willful and
continued failure by Executive to perform substantially
Executive's reasonably assigned duties with Tektronix (other
than any such failure resulting from Executive's incapacity
due to physical or mental illness) after a demand for
substantial performance is delivered to Executive by the
Chairman of the Board of Directors or the President of
Tektronix which specifically identifies the manner in which
such executive believes that Executive has not substantially
performed Executive's duties, or (b) the willful engaging by
Executive in illegal conduct which is materially and
demonstrably injurious to Tektronix. For purposes of this
Section 6.1, no act, or failure to act, on Executive's part
shall be considered "willful" unless done, or omitted to be
done, by Executive in knowing bad faith and without reasonable
belief that Executive's action or omission was in, or not
opposed to, the best interests of Tektronix. Any act, or
failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board of Directors or based
upon the advice of counsel for Tektronix shall be conclusively
presumed to be done, or omitted to be done, by Executive in
good faith and in the best interests of Tektronix.
6.2 Disability. Termination by Tektronix of Executive's employment
based on "Disability" shall mean termination because of
Executive's absence from Executive's duties with Tektronix on
a full-time basis for one hundred eighty (180) consecutive
days as a result of Executive's incapacity due to physical or
mental illness, unless within thirty (30) days after notice of
termination by Tektronix following such absence Executive
shall have returned to the full-time performance of
Executive's duties.
7. Non-Solicitation. Executive agrees that for 18 months after Executive's
employment with Tektronix terminates for any reason, with or without
cause, whether by Tektronix or
3
Executive, Executive shall not recruit, attempt to hire, solicit, or
assist others in recruiting or hiring, any person who is an employee of
Tektronix, or any of its subsidiaries, in each case as of the date of
employment termination, or induce or attempt to induce any such
employee to terminate his or her employment with Tektronix or any of
its subsidiaries. In addition to other remedies that may be available
to Tektronix, Tektronix shall have no obligation to pay any benefits to
Executive pursuant to this Agreement, and Executive shall repay to
Tektronix all benefits paid under this Agreement, if Executive violates
this Section 7.
8. Successors; Binding Agreement.
8.1 This Agreement shall be binding on and inure to the benefit of
Tektronix and its successors and assigns.
8.2 This Agreement shall inure to the benefit of and be
enforceable by Executive and Executive's legal
representatives, executors, administrators and heirs.
9. Resignation of Corporate Offices. Executive will resign Executive's
office, if any, as a director, officer or trustee of Tektronix, its
subsidiaries or affiliates, effective as of the date of termination of
employment. Executive agrees to provide Tektronix such written
resignation(s) upon request.
10. Governing Law, Arbitration; Remedies for Breach. This Agreement shall
be construed in accordance with and governed by the laws of the State
of Oregon. Any dispute or controversy arising under or in connection
with this Agreement or the breach thereof, shall be settled exclusively
by arbitration in Portland, Oregon in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment
upon the award rendered by the Arbitrator may be entered in any court
having jurisdiction thereof. Nothing in this Agreement shall preclude
either party from seeking injunctive relief from any court of competent
jurisdiction, including a temporary restraining order and a preliminary
injunction, to preserve the status quo or prevent irreparable harm.
Executive acknowledges and agrees that a violation of Section 7 of this
Agreement may cause irreparable harm for which Tektronix may not be
fully or adequately compensated by recovery of monetary damages.
11. Fees and Expenses. In the event that either party initiates arbitration
under the circumstances described in this Agreement to obtain or
enforce any right or benefit provided by this Agreement, the Arbitrator
shall determine the prevailing party and shall award to the prevailing
party, and the other party shall pay, the prevailing parties reasonable
attorneys' fees and costs incurred in connection with such proceeding.
12. Amendment. No provision of this Agreement may be modified unless such
modification is agreed to in a writing signed by Executive and
Tektronix.
TEKTRONIX, INC.
By:
---------------------------------------------------------------------
---------------------------------------------------------------------
(Employee Signature)
Title:
4
Exhibit A
RELEASE OF CLAIMS
This Release of Claims (the "Release") is made and executed by ________________
_______________________ in connection with the termination of my employment with
Tektronix, Inc. ("Tektronix") and in consideration of my receiving valuable
severance pay and benefits as provided for in the Executive Severance Agreement
("Agreement"). These benefits are substantial consideration to which I am not
otherwise entitled.
On behalf of myself and my spouse, heirs, administrators and assigns, and to the
fullest extent possible under applicable law, I hereby release Tektronix, its
parent and related corporations, affiliates, or joint ventures, all predecessors
and successors for all such entities, and all officers, directors, employees,
agents, shareholders, representatives and insurers of the aforementioned
(collectively the "Company") from any and all liability, damages or causes of
action, whether known or unknown relating to my employment with the Company or
the termination of that employment, including but not limited to any claims for
additional compensation in any form, or damages or for personal injuries or
attorneys' fees. This release specifically includes, but is not limited to, all
claims for relief or remedy under any common law theories, including but not
limited to, breach of contract or tort or tort-like theories and under any
local, state or federal civil rights, labor and employment laws, including but
not limited to, Employee Retirement Income Security Act (ERISA), Title VII of
the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USCA
xx.xx. 1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the Age
Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the
Americans with Disabilities Act, the Worker Adjustment and Retraining
Notification Act, the Contract Work Hours and Safety Standards Act, the
Xxxxx-Xxxxx Act, the Rehabilitation Act of 1973, the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Vietnam Era Veterans
Readjustment Assistance Act, the Fair Labor Standards Act, Executive Order
11,246, the Family and Medical Leave Act, and all comparable local and state
laws, all as amended, and including any regulations or guidelines thereunder.
This Release shall not affect any rights which I may have under any medical
insurance, disability, workers' compensation, unemployment compensation or
retirement plans maintained y the Company.
I acknowledge that I have been given at least 45 days to consider whether to
execute this Release of Claims and accept benefits under the Executive Severance
Agreement; that I have been advised of my right to consult with an attorney or
financial advisor of my choice and at my own expense; that the Executive
Severance Agreement gives me severance pay and benefits which the Company would
otherwise have no obligation to give me; and that I voluntarily enter into the
Release of Claims.
I understand that the Release of Claims is to be signed within 45 days from the
date I received it or on my last day of employment, whichever is later, and that
I may revoke the Release, provided I do so in writing within seven (7) days of
signing the Release. I understand and agree that the Company will have no
obligation to pay me any benefits under the Agreement until the expiration of
the revocation period, provided I have not revoked the Release of Claims. I
understand that if I revoke the Release of Claims my termination will
nonetheless remain in full force and effect and I will not be entitled to any
benefits under the Agreement.
I acknowledge that I have had time to consider the alternatives and consequences
of my election to receive benefits under the Agreement and of signing the
Release; that I am aware of my right to consult an attorney or financial advisor
at my own expense; and that, in consideration for executing this Release and my
election to receive benefits under the Agreement, I have received additional
benefits and compensation of value to which I would not otherwise be entitled.
5
Every provision of this Release is intended to be severable. In the event any
term or provision contained in this Release is determined to be illegal, invalid
or unenforceable, such illegality, invalidity or unenforceability shall not
affect the other terms and provisions of this Release which shall continue in
full force and effect.
I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS RELEASE. I
UNDERSTAND THAT I AM RELEASING LEGAL RIGHTS, AND I VOLUNTARILY ENTER INTO THE
RELEASE.
Dated Signed: ____________________ , 2000 Effective Date:______________, 2000
(8th Day Following Date Signed)
Employee Name
Employee Signature
6
Exhibit B
NOTICE TO ELIGIBLE PARTICIPANTS
The following sets forth our understanding of certain conditions required by The
Older Workers Benefit Protection Act for "knowing and willing" release of
certain claims by employees over forty (40) years of age. Tektronix, Inc. ("the
Company") is providing the same information and time frames in seeking a Release
of Claims from all employees offered severance benefits under an Executive
Severance Agreement.
PLEASE READ THE FOLLOWING INFORMATION BEFORE SIGNING THE
RELEASE OF CLAIMS.
A. Consultation of Attorney: You have the right to consult with an
attorney of your choice before you sign the Release of Claims. No one
in the Company is authorized to give you advice on whether or not to
consult with an attorney or whether or not to sign the Release of
Claims ("Release"). The decision whether to consult an attorney or not
is yours alone. Except as provided for in the Executive Severance
Agreement, Tektronix does not pay for legal fees.
B. Period of Consideration: You will have at least forty-five (45)
calendar days to consider this offer of severance benefits under the
Executive Severance Agreement and whether to accept the benefits and
sign the Release of Claims. This means that you may wait until the end
of the 45 day period to sign these documents and be entitled to receive
severance benefits, provided you meet all other conditions of the
Executive Severance Agreement. You may accept benefits by signing the
Release at any time on or before the last day of the 45-day period.
Please note that if you do not sign the Release by that day, you will
not be eligible for the severance benefits offered.
C. Period of Revocation: After you have signed the Release, you have seven
(7) calendar days to revoke both your acceptance of benefits and the
Release. By revoking the Release, you are exercising your right to
change your mind. If you revoke the Release, though, you will not be
eligible to receive the severance benefits.
D. Exchange for Consideration: The Release is in exchange for
"consideration" (benefits) which exceeds anything to which you may have
been entitled. This means that you will receive severance benefits that
you would not otherwise receive from Tektronix. Severance benefits are
extra, in part, because you signed the Release.
Additional Information: In the case of a separation program offered to
a group of employees, we are required to make available to you certain
information. The required information is listed below, with the
Company's response included in parenthesis:
(1) the class or group of employees covered by the program
Direct reports to the Company's Chief Executive Officer
(2) the eligibility factors for the program
See Executive Severance Agreement
(3) time limits for the program;
All persons being offered benefits under a Release of Claims must
sign the agreement and return it to Tektronix at the address
indicated on the Release of
7
Claims within 45 days after receiving the Release of Claims.
If you decide to sign the Release of Claims and return it to
the Company, you have 7 days from the date of your signature
to revoke the Release of Claims.
(4) the job titles and ages of employees eligible or selected for the
program;
See list maintained by the company's Vice President, Human
Resources
(5) the ages of employees in the same classification either not
eligible or not selected
See list maintained by the Company's Vice President, Human
Resources
PLEASE READ THE RELEASE AND GIVE IT CAREFUL CONSIDERATION BEFORE SIGNING.
8
