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.
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”).
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”).
