TEKTRONIX INC
EXHIBIT 10
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<BR></FONT><FONT SIZE=2><B>TEKTRONIX,&nbsp;INC.<BR>  2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN    <BR>  </B></FONT></P>


<P><FONT SIZE=2><B>1.&nbsp;&nbsp;Purpose  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The purpose of this Non-Employee Directors Compensation Plan (the "Plan) is to enable Tektronix, Inc (the "Company") to attract and retain highly
qualified directors. The Company considers it desirable that members of the board of directors, who represent shareholders, be shareholders of the Company. To supplement the personal efforts of the
directors toward this end, the Plan is intended to increase the ownership interest of non-employee directors through awards of Common Shares of the Company. The Company intends to increase
the community of interest of the shareholders at large and the Company's directors and to make share ownership a dynamic influence on the attitudes of the board. </FONT></P>


<P><FONT SIZE=2><B>2.&nbsp;&nbsp;Administration  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Secretary of the Company or such other person designated by the chief executive officer of the Company (the
"Administrator") who may delegate all or part of that authority and responsibility. The Administrator shall interpret the Plan, arrange for the purchase and delivery of shares, and otherwise assume
general responsibility for administration of the Plan. Any decision by the Administrator shall be final and binding on all parties. </FONT></P>

<P><FONT SIZE=2><B>3.&nbsp;&nbsp;Awards  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.1&nbsp;Each
non-employee director of the Company shall participate in the Plan as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Directors
in office at the time of the adoption of the Plan shall participate as of September&nbsp;21, 2001. Directors elected or appointed after
September&nbsp;21, 2001 shall participate as of the first business day immediately following the date of the first annual meeting of the Company's shareholders held after the date the director was
elected or appointed. Employee directors who cease to be employees of the Company but continue as directors shall become participants as of the first business day immediately
following the date of the first annual meeting of the Company's shareholders held after the date the director ceased being an employee of the Company. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Commencing
September&nbsp;21, 2001, the first business day immediately following the date of each annual meeting of the Company's shareholders shall be the award
date. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.2&nbsp;As
of the award date, a participant shall be awarded Common Shares of the Company as follows: </FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
number of Common Shares awarded shall be equal to $30,000 divided by the purchase price per share of the Common Shares at the time of purchase as provided in
paragraph&nbsp;3.2(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;On
each award date, the Administrator shall deliver cash in the amount of $30,000 for each director and applicable commissions to a broker (the "Broker"). Subject
to paragraph&nbsp;3.2(d) below, on the award date the Broker will effect a purchase of Common Shares in the open market at the then prevailing market price for the respective account of each
director; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that each purchase occurs on a day on which the New York Stock Exchange (the "NYSE") is open for trading and the Common Shares trade
regular way on the NYSE. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Certificates
in the names of the director participants for their respective Common Shares shall be delivered to the respective participants as promptly as
practicable following the purchase of the shares pursuant to paragraph&nbsp;3.2(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If
a purchase cannot be executed as required by paragraph&nbsp;3.2(b) as a result of (1)&nbsp;a suspension or material limitation in trading in securities
generally on the NYSE, (2)&nbsp;a suspension or material limitation in trading in Company securities on the NYSE, (3)&nbsp;a general moratorium on commercial banking activities declared by either
federal or New York or Oregon state authorities, (4)&nbsp;the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or
war, or (5)&nbsp;a legal, regulatory or contractual restriction applicable to the Broker, the Broker will effect the purchase as promptly as practicable after the cessation or termination of the
market disruption, applicable restriction or other event. In addition, the Administrator may delay any purchase required by paragraph&nbsp;3.2(b) as a result of any such market disruption,
applicable restriction, including securities laws restricting open market purchases by a corporation of its own shares, or other event; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that
any delayed purchase will be effected as promptly as practicable after the cessation or termination of the market disruption, applicable restriction or other event. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.3&nbsp;Non-employee
directors of the Company may receive stock option grants pursuant to the Company's stock option plans. </FONT></P>


<P><FONT SIZE=2><B>4.&nbsp;&nbsp;Chair and Meeting Fees  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.1&nbsp;Effective
September&nbsp;21, 2001, each non-employee director of the Company shall be entitled to receive (a)&nbsp;a fee of $5,000 for serving as
the chair of any of the following committees of the board of directors: the Audit Committee, the Committee on Directors and the Organization and Compensation Committee, (b)&nbsp;a fee of $1,200 for
each board meeting attended and (c)&nbsp;a fee of $900 for each board committee meeting attended, </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that the board committee meeting is not
held in conjunction with a board meeting (such fees collectively, the "Fees"). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.2&nbsp;On
the first business day immediately following the date of each annual meeting of the Company's shareholders, each non-employee director of the Company
shall be paid any Fees owed for the previous year ending on and including the date of such annual meeting. </FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;4.3&nbsp;Each non-employee director of the Company may elect to receive Common Shares of the Company instead of cash payment for the Fees. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.4&nbsp;The
election to receive Common Shares instead of cash for the Fees shall be made by delivering a notice of election to the Company Secretary on or before the
thirtieth day following the date of the annual meeting of the shareholders, and shall be effective as to all Fees earned for the next year, beginning on the day following the annual meeting of
shareholders for the year in which the election is made, and ending on the next succeeding annual meeting. Once made, an election may be terminated by notice to the Secretary on or before the date of
the next annual meeting of shareholders, effective as to all Fees to be earned for the immediately following year beginning on the day following the next annual meeting. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.5&nbsp;With
respect to any election by a non-employee director of the Company to receive Common Shares of the Company instead of cash payment for the Fees, the
Administrator shall deliver cash in the amount of the Fees for each director and applicable commissions to the Broker, and the Broker shall effect a purchase of Common Shares in accordance with
paragraph&nbsp;3.2(b) above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.6&nbsp;Purchased
Common Shares shall be in the name of and distributed to each director. </FONT></P>

<P><FONT SIZE=2><B>5.&nbsp;&nbsp;Transition from 1990 Plan  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.1&nbsp;Before
the adoption of this Plan, non-employee directors of the Company participated in the Tektronix,&nbsp;Inc. Non-employee Directors
Stock Compensation Plan, adopted August&nbsp;16, 1990, as amended (the "1990 Plan"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.2&nbsp;Commencing
September&nbsp;21, 2001, if a participant in this Plan holds Common Shares of the Company granted under the 1990 Plan ("1990 Plan Shares") that have
not yet vested, and the 1990 Plan Shares were purchased at a price per share that is less than the market price per share of the Common Shares as of the close of trading on September&nbsp;20, 2001,
the 1990 Plan Shares will continue to vest and be released as provided under the 1990 Plan. With respect to any participant in this Plan who continues to hold unvested 1990 Plan Shares pursuant to
this paragraph&nbsp;5.2 on any award date, on the award date the participant shall not receive any shares pursuant to paragraph&nbsp;3.2 of this Plan, but shall be entitled to receive Common
Shares of the Company equal in value to the positive difference between $30,000 and the value, as of the date of purchase, of the 1990 Plan Shares released immediately before the award date. Any
Common Shares received by a participant in this Plan pursuant to the immediately preceding sentence shall be purchased in the same manner as provided in paragraph&nbsp;3.2 of this Plan. With respect
to any participant in this Plan for whom any remaining 1990 Plan Shares were released in the year preceding an award date, on and after the award date the participant shall be entitled to receive
awards as provided under this Plan in addition to the payment in Common Shares of the Company described in the immediately preceding sentence. </FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;5.3&nbsp;If, on September&nbsp;21, 2001, a participant in this Plan holds 1990 Plan Shares that have not yet vested under the 1990 Plan and were purchased at a price per
share that is more than the market price per share of the Common Shares as of the close of trading on September&nbsp;20, 2001, the 1990 Plan Shares shall be forfeited to the Company and cancelled,
and the participant shall be entitled to receive awards as provided under this Plan. </FONT></P>


<P><FONT SIZE=2><B>6.&nbsp;&nbsp;Rule&nbsp;10b5-1 Plan  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company intends this Plan to comply with the requirements of Rule&nbsp;10b5-1(c)(1)(i)(B) and this Plan will be interpreted to comply with
the requirements of Rule&nbsp;10b5-1(c). </FONT></P>

<P><FONT SIZE=2><B>7.&nbsp;&nbsp;Amendment or Termination; Miscellaneous  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.1&nbsp;The
board of directors of the Company may amend or terminate the Plan at any time. No amendment or termination shall adversely affect any previous award. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.2&nbsp;Subject
to the rights of amendment and termination in paragraph&nbsp;7.1 above, the Plan shall continue indefinitely and future awards will be made in accordance
with paragraphs 3.2. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.3&nbsp;Nothing
in the Plan shall create any obligation on the part of the board of directors of the Company to nominate any director for reelection by the shareholders. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This
Plan was adopted by the board of directors of the Company and became effective May&nbsp;17, 2001. </FONT></P>

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By:</FONT></TD>
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/s/&nbsp;</FONT><FONT SIZE=2>JJ MEYER</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Jerome J. Meyer<BR>
Chairman of the Board</FONT></TD>
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