2002 STOCK INCENTIVE PLAN



                      Non-Statutory Stock Option Agreement



        THIS AGREEMENT is made as of the ____ day of _________ 2005 between

TEKTRONIX, INC., an Oregon corporation (the "Company"), and __________________

("Optionee").



        Pursuant to the Company's 2002 Stock Incentive Plan the Company has

approved granting to the Optionee an option to purchase Common Shares of the

Company in the amount hereinafter indicated. In consideration of the mutual

promises contained in this Agreement, the parties agree as follows:



        1.      The Company hereby grants to the Optionee on the terms and

conditions herein the right and option (the "Option") to purchase all or any

part of an aggregate of_______ of the Company's authorized but unissued or

reacquired Common Shares, without par value, at a purchase price of $ ______ per

share. The Option is a Non-Statutory Stock Option and is not intended to be an

Incentive Stock Option, as defined in Section 422 of the Internal Revenue Code,

as amended (the "Code").



        2.      The terms and conditions set forth in Exhibit A are hereby

incorporated into and made a part of this Agreement.



        3.      The obligations of the Company under this Agreement are subject

to the approval of such authorities or agencies, if any, as may have

jurisdiction in the matter. The Company will use its best efforts to take such

steps as may be required by state or federal law or applicable regulations,

including rules and regulations of the Securities and Exchange Commission and

any stock exchange on which the Company's shares may then be listed, in

connection with issuance or sale of any shares purchased upon exercise of the

Option.



        4.      Nothing in the Plan or this Agreement shall confer upon the

Optionee any right to be continued in the employment of the Company or any

subsidiary of the Company, or to interfere in any way with the right of the

Company or any subsidiary by whom the Optionee is employed to terminate the

Optionee's employment at will at any time, for any reason, with or without

cause.



        5.      This Agreement shall be binding upon and shall inure to the

benefit of any successor or successors of the Company but except as provided

herein the Option may not be assigned or otherwise disposed of by the Optionee.



                IN WITNESS WHEREOF, the parties have executed this Agreement

in duplicate as of the day and year first herein above written.



OPTIONEE                                    TEKTRONIX, INC.



                                            By

--------------------------------              -----------------------------

Signature



Address

        ------------------------



        ------------------------



Employee ID

            --------------------



<PAGE>



                            2002 STOCK INCENTIVE PLAN



                                    EXHIBIT A

                                       to

                      Non-Statutory Stock Option Agreement



        1.      Option Expiration Date. Subject to reductions in the Option

period as hereinafter provided in the event of termination of employment or

death of the Optionee, the Option shall continue in effect for a period of ten

years from the Option Grant Date.



        2.      Vesting (when you can exercise your options). Except as provided

in paragraph 5 of this Exhibit A, the Option may be exercised from time to time

in the following amounts:



                                                      Percentage of Shares

                                                      Subject to Option

                                                      --------------------

     Prior to 12 months after Option Grant Date                0%

     12 months after Option Grant Date                        25%

     24 months after Option Grant Date                        50%

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