TEKTRONIX INC
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10iii.txt
<TEXT>
                                 TEKTRONIX, INC.
                        ANNUAL PERFORMANCE INCENTIVE PLAN
                                2001 Restatement

Tektronix, Inc.
an Oregon Corporation
P.O. Box 500
Beaverton, OR 97077

                                                                     "Tektronix"

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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1 Name.................................................................3

ARTICLE 2 Purpose..............................................................3

ARTICLE 3 Amendment or Termination.............................................3

ARTICLE 4 Administration.......................................................4

ARTICLE 5 Eligibility- and Participation; Performance Targets..................4

     5.01 Eligible Employees; Selection........................................4

     5.02 Performance Targets..................................................4

ARTICLE 6 Accounting Calculations..............................................5

ARTICLE 7 Change of Eligible Employment........................................5

     7.01 General Rule.........................................................5

     7.02 Death, Disability and other Termination..............................5

ARTICLE 8 Nontransferability...................................................6

ARTICLE 9 Payment..............................................................6

ARTICLE 10 Terms Used..........................................................6

ARTICLE 11 Claims Procedure....................................................6

ARTICLE 12 Not a Contract of Employment........................................7

ARTICLE 13 Effective Date......................................................7

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                                 TEKTRONIX, INC.

                        ANNUAL PERFORMANCE INCENTIVE PLAN

                                2001 RESTATEMENT

Tektronix, Inc.
an Oregon Corporation
14200 S.W. Karl Braun Drive
P.O. Box 500
Beaverton, OR 97077

                                                                     "Tektronix"

     The Plan, as adopted, restated and amended through May 29, 1994, is
restated in its entirety effective as of September 11, 2001.

                                    ARTICLE 1

                                      NAME

     The name of this Plan is the Tektronix Annual Performance Incentive Plan.

                                    ARTICLE 2

                                     PURPOSE

     The purpose of this Plan is to promote the interests of the shareholders by
providing, for executive employees of Tektronix and its subsidiaries, an element
of regular compensation that is contingent upon the attainment of established
performance targets. Such an incentive is necessary in order to give due
emphasis to performance targets and to attract and retain highly qualified
executives.

                                    ARTICLE 3

                            AMENDMENT OR TERMINATION

     The Organization and Compensation Committee of the Board of Directors ("the
Committee") may amend or terminate this Plan at any time.


                                       3

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                                    ARTICLE 4

                                 ADMINISTRATION

     The Chief Executive Officer of Tektronix shall appoint one or more
employees of Tektronix as Administrator of the Plan. The Administrator shall
interpret and administer the Plan and, for that purpose, may make, amend or
revoke rules and regulations at any time.

                                    ARTICLE 5

               ELIGIBILITY- AND PARTICIPATION; PERFORMANCE TARGETS

     5.01 Eligible Employees; Selection.

          (a) An officer, executive, or employee of Tektronix or its
     subsidiaries shall participate, if selected, as set forth below.

          (b) The Committee will select corporate officers ("officers") for
     participation each fiscal year.

          (c) The Chief Executive Officer shall select employees who are not
     officers ("nonofficers").

          (d) Selections shall be made annually as soon as practicable after the
     beginning of the fiscal year.

          (e) Selected officers and nonofficers shall be notified of their
     selection to participate as soon as practical.

          (f) Officers or employees who enter eligible positions after the start
     of the fiscal year as newly hired or through promotion or transfer may be
     selected for participation.

     5.02 Performance Targets

          (a) The performance period under this Plan shall be the Tektronix
     fiscal year.

          (b) The terms for measurement of performance and payment of
     incentives, including award formulas and amounts, shall be those set each
     fiscal year by the Committee for officers and by the Chief Executive
     officer for nonofficers. Such performance measures and associated values
     will be established as soon as feasible in each fiscal year.

          (c) To accommodate and adjust for the effects of structural changes
     within Tektronix during any performance period (including, by way of
     illustration, the transfer of an organization or a portion of an
     organization from one cost


                                       4

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     center to another), the terms established pursuant to this Section 5.2 may
     be changed by restating both planned and actual performance to account for
     the structural change. Any such change in terms shall require the prior
     approval of the Committee for officers or the Chief Executive Officer for
     nonofficers.

                                    ARTICLE 6

                             ACCOUNTING CALCULATIONS

     All calculations of values and related determinations of assets, operating
results and other accounting matters shall be made by the Chief Financial
officer for the Administrator. Calculations shall be based on Tektronix's books
of account using generally accepted accounting principles consistently applied.
At the discretion of the Committee for officers or the Chief Executive officer
for nonofficers, calculations may exclude items determined by the committee or
Chief Executive Officer to be nonrecurring or to result from changes in
accounting policy.

     Determinations once made shall be final and binding on all parties and
shall not be changed because of any later occurrence, discovery of facts, or
adjustments to accounts, unless due to mathematical or clerical error.

                                    ARTICLE 7

                          CHANGE OF ELIGIBLE EMPLOYMENT

     7.01 General Rule

          Except as provided in Section 7.2, if a selected officer or employee
does not remain continuously employed by Tektronix until the last day of the
fiscal year, the award shall terminate and all rights to it shall cease.

     7.02 Death, Disability and other Termination

          If an interruption of continuous employment under 7.1 occurs during a
performance period under the following circumstances, the participant or the
estate of a deceased participant shall be entitled to an award:

          (a) Upon death or disability; or

          (b) Under unusual circumstances that the Chief Executive Officer (for
     nonofficers) or the Committee (for officers) decides justify granting an
     award.

          Disability means permanent and total disability as defined under the
long term disability program maintained by the participant's employer at the
time of termination of employment.


                                       5

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                                    ARTICLE 8

                               NONTRANSFERABILITY

         Except for amounts owing to or claimed by Tektronix or any subsidiary
of Tektronix, no interest of any participant may be assigned, transferred,
seized by legal process or subjected to the claims of creditors in any way.

                                    ARTICLE 9

                                     PAYMENT

     9.01 The amount of each incentive award will be paid as soon as practicable
after the close of the fiscal year, unless Section 9.02. applies.

     9.02 If the participant has previously elected under a Deferred
Compensation Plan maintained by Tektronix to defer receipt of the payment, the
time and manner of payment shall be controlled by the Deferred Compensation Plan
and the participant's deferral election.

     9.03 Payments will be made from Tektronix or the subsidiary in which the
participant is employed, as determined by the Administrator.

                                   ARTICLE 10

                                   TERMS USED

     Where specific compensation terms and other such provisions of an annual
incentive design are used in determining performance incentive amounts or
criteria, they shall be understood to be those compensation and incentive plan
concepts presented to and approved by the Committee or the Chief Executive
officer, as the case may be, for the relevant performance period.

                                   ARTICLE 11

                                CLAIMS PROCEDURE

     Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting information under the Plan shall present the request in
writing to the Administrator, who shall respond in writing as soon as
practicable.

     If the claim or request is denied, the written notice of denial shall state
the following:

          (a) The reasons for the denial, with specific reference to the Plan
     provisions on which the denial is based.


                                       6

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          (b) A description of any additional material or information required
     and an explanation of why it is necessary.

          (c) An explanation of the Plan's claims review procedure.

Any person whose claim or request is denied or who has not received a response
within 30 days may request review by notice in writing to the Administrator who
may, but who shall not be required to, grant the claimant a hearing. On review,
whether or not there is a hearing, the claimant may have representation, examine
pertinent: documents and submit issues and comments in writing.

     The decision on review ordinarily shall be made within 60 days. If an
extension of time is required for a hearing or other special circumstances, the
claimant shall be notified and the time limit shall be 120 days. The decision
shall be in writing and shall state the reasons and the relevant Plan
provisions. All decisions on review shall be final and binding on all parties
concerned.

                                   ARTICLE 12

                          NOT A CONTRACT OF EMPLOYMENT

     Nothing in this Plan shall confer on any participant, or be construed to
confer on any participant, the right to continued employment or an acquired
right to any compensation under the Plan. The Plan shall not prevent the
termination of any participant's employment at any time for any reason.

                                   ARTICLE 13

                                 EFFECTIVE DATE

     This restatement shall be effective September 11, 2001.

Adopted September 11, 2001.                TEKTRONIX, INC.


                                           By: /s/ Richard H. Wills
                                               ---------------------------------
                                           Richard H. Wills
                                           President and Chief Executive Officer
                                           Executed September 11, 2001


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