Agreement and Plan of Merger amongAgreement and Plan of Merger • June 30th, 2004 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Delaware
September 22, 1993Severance Agreement • January 5th, 1996 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Oregon
RECITALSNoncompetition Agreement • June 30th, 2004 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Delaware
LIST OF NAMED EXECUTIVE OFFICERS WITH WHOM TEKTRONIX HAS EXECUTIVE SEVERANCE AGREEMENTS IN SUBSTANTIALLY THE FORM ATTACHED, EXCEPT MR. WILLS' AGREEMENT IS A TWO-YEAR AGREEMENT VERSUS A ONE-YEAR. Richard H. Wills James F. Dalton Colin L. Slade David E....Executive Severance Agreement • August 15th, 2000 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Oregon
EXHIBIT A to Non-Statutory Stock Option AgreementStock Option Agreement • January 6th, 2005 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals
LETTERHEAD] December 16, 1999 Personal and Confidential Carl W. Neun 3530 Lakeview Blvd. Lake Oswego, OR 97035 Dear Carl: As you know, following the sale of the Color Printing and Imaging Division ("CPID"), your employment situation with Tektronix...Retirement Agreement • August 15th, 2000 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals
RECITALSStockholder Voting Agreement • June 30th, 2004 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT June 16, 1998 By Agreement dated October 24, 1990, Jerome J. Meyer ("Executive"), and Tektronix, Inc. ("Tektronix"), entered into a Supplemental Executive Retirement Agreement. By action of the...Supplemental Executive Retirement Agreement • August 21st, 1998 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals
Rights AgreementRights Agreement • June 28th, 2000 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Oregon
Registration Rights Agreement Dated as of June 29, 2007 among Tektronix, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. and Citigroup Global Markets Inc.Registration Rights Agreement • June 29th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 29th day of June, 2007, between Tektronix, Inc., an Oregon corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Citibank Global Markets Inc. (the “Initial Purchasers”).
AMENDED ASSET PURCHASE AGREEMENT iAsset Purchase Agreement • January 11th, 2000 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
TEKTRONIX, INC. And U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 29, 2007 1.625% Senior Convertible Notes Due 2012Indenture • June 29th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS INDENTURE, dated as of June 29, 2007, is between Tektronix, Inc., a corporation duly organized under the laws of the State of Oregon (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
RECITALSRegistration Rights Agreement • June 30th, 2004 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Delaware
Confirmation of OTC Convertible Note HedgeTektronix Inc • June 29th, 2007 • Instruments for meas & testing of electricity & elec signals • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty and Dealer on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates and supersedes in its entirety the Confirmation in respect of the Transaction dated as of June 25, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
RECITALSRestricted Stock Agreement • January 31st, 2005 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals
RECITALSRestricted Stock Agreement • January 23rd, 2006 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals
Tektronix, Inc. 14200 S.W. Karl Braun Drive Beaverton, OR 97077-0001Noncompetition Agreement • October 15th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • District of Columbia
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.
Confirmation of OTC Convertible Note HedgeTektronix Inc • June 29th, 2007 • Instruments for meas & testing of electricity & elec signals • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty, Dealer and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agent”) on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates and supersedes in its entirety the Confirmation in respect of the Transaction dated as of June 25, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 15th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 14, 2007, by and among Danaher Corporation, a Delaware corporation (“Parent”), Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Tektronix, Inc., an Oregon corporation (the “Company”).
INSTRUMENT OF APPOINTMENT AND ACCEPTANCE OF SUCCESSOR TRUSTEEAgreement • March 4th, 1999 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
Executive Severance Agreement Effective as of May 17, 2001Executive Severance Agreement • August 2nd, 2001 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Oregon
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.
Executive Severance Agreement Effective as of __________________Tektronix Inc • August 2nd, 2001 • Instruments for meas & testing of electricity & elec signals • Oregon
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.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 15th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • Oregon
This First Amendment to Rights Agreement (this “Amendment”) is made and entered into as of October 14, 2007 by and between Tektronix, Inc., an Oregon corporation (the “Company”), and (Mellon Investor Services LLC, a New Jersey limited liability company, formerly known as) ChaseMellon Shareholder Services, L.L.C., (the “Rights Agent”).
DESCRIPTION] Amendment No. 1 to Supplemental Executive Retirement Agreement AMENDMENT NO. 1Retirement Agreement • January 13th, 1998 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals
LIST OF NAMED EXECUTIVE OFFICERS WITH WHOM TEKTRONIX HAS EXECUTIVE SEVERANCE AGREEMENTS IN SUBSTANTIALLY THE FORM ATTACHED. Colin L. Slade David E. Coreson David S. Churchill James F. Dalton Richard D. McBee Craig L. Overhage Susan G. Kirby John T....Tektronix Inc • August 12th, 2004 • Instruments for meas & testing of electricity & elec signals • Oregon
EXHIBIT 10.1 Colin L. Slade and James F. Dalton are parties to Change of Control Agreements in the form filed as Exhibit 10(viii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. Richard H. Wills' Change of Control Agreement is in the same...Tektronix Inc • January 4th, 2006 • Instruments for meas & testing of electricity & elec signals
Colin L. Slade and James F. Dalton are parties to Change of Control Agreements in the form filed as Exhibit 10(viii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. Richard H. Wills' Change of Control Agreement is in the same form except that Mr. Wills change of control severance pursuant to Section 5 (iii)(B) would also include three times his targeted bonus under the Annual Performance Incentive Plan (APIP) for the fiscal year in which notice of termination is given.
TEKTRONIX, INC. (an Oregon corporation) Convertible Senior Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • June 29th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
Tektronix, Inc., an Oregon corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Citigroup Global Markets Inc. (the “Initial Purchasers”) with respect to the issue and sale by the Company and the purchase by the Initial Purchasers of $300,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2012 (the “Initial Securities”), and with respect to the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $45,000,000 aggregate principal amount of Convertible Senior Notes due 2012 (the “Option Securities” and together with the Initial Securities, the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of June 29, 2007 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
