TEKTRONIX INC
<DOCUMENT>
<TYPE>EX-10.VII
<SEQUENCE>3
<FILENAME>ex10_vii.txt
<TEXT>

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. Major
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                          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.


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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).


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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


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         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:

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                                    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
ss.ss. 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
Walsh-Healy 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.


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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

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<PAGE>

                                    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


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             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.



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