EXECUTIVE SEVERANCE AGREEMENT
 
                                September 2, 1997
 
 
Mark R. Hollinger
255 Allison Court
Forest Grove, OR 97116                                                 Executive
 
Merix Corporation
an Oregon corporation
PO Box 3000
Forest Grove, Oregon 97116                                                 Merix
 
 
     Merix considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of
Merix and its shareholders. In this connection, Merix recognizes that, as is the
case with many publicly held corporations, the possibility of a change of
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 Merix and its shareholders. In order
to induce Executive to remain employed by Merix in the face of uncertainties
about the long-term strategies of Merix and possible change of control of Merix
and their potential impact on Executive's position with Merix, this Executive
Severance Agreement ("Agreement"), which has been approved by the Board of
Directors of Merix, sets forth the severance benefits that Merix will provide to
Executive in the event Executive's employment by Merix is terminated under the
circumstances described in this Agreement.
 
     1. Employment Relationship. Executive is currently employed by Merix as
Senior Vice President of Operations. Executive and Merix acknowledge that either
party may terminate this employment relationship at any time and for any or no
reason, subject to the obligation of Merix to provide the severance benefits
specified in this Agreement in accordance with the terms hereof.
 
     2. Release of Claims. In consideration for and as a condition precedent to
receiving the severance benefits outlined in this Agreement, Executive agrees to
execute a Release of Claims in the appropriate form attached as Exhibit A
("Release of Claims"). Executive promises to execute and deliver the Release of
Claims to Merix within the later of (a) 45 days from the date Executive receives
the Release of Claims or (b) the last day of Executive's active employment.
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     3. Compensation Upon Termination. In the event of a Termination of
Executive's Employment (as defined in Section 8.1) at any time other than for
Cause (as defined in Section 8.2 of this Agreement), death or Disability (as
defined in Section 8.4 of this Agreement), and contingent upon Executive's
execution of the Release of Claims and compliance with Section 10, Executive
shall be entitled to the following benefits:
 
          3.1 As severance pay and in lieu of any other compensation for periods
subsequent to the date of termination, Merix shall pay Executive, in a single
payment after employment has entered and eight days have passed following
execution of the Release of Claims without revocation, an amount in cash equal
to one year of Executive's annual base pay at the rate in effect immediately
prior to the date of termination .
 
          3.2 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 under the COBRA continuation laws for the 18-month
statutory period, or so long as Executive remains eligible under COBRA. Merix
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 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 Section 3.1, for such COBRA continuation coverage or for
any other purpose.
 
          3.3 Executive shall be entitled to a portion of the benefits under any
annual cash incentive plans in effect at the time of termination equal to the
greater of (a) 50% of Executive's target benefit under such plan for the year or
(b) a prorated amount representing the portion of the plan year during which
Executive was a participant. For purposes of this Agreement, Executive's
participation in any such plan will be considered to have ended on Executive's
last day of active employment. In making the proration calculation, the amount
of Executive's award if Executive had been a participant for the full incentive
period 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. The payment amount shall be calculated at the end of the incentive period
and the amount shall not be due and payable by Merix to Executive until the date
that all awards are payable to other eligible employees after the close of the
incentive period, except that Executive may elect at any time after termination,
by written notice to Merix, to receive 50% of Executive's target benefit instead
of the prorated amount, in which case the payment shall be made within 20 days
of such election. If the applicable plan provides for a greater payment for a
participant whose employment terminates prior to the end of an incentive period,
the applicable plan payment shall be made.
 
 
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          3.4 Merix will pay up to $12,500 to a third party outplacement firm
selected by Executive to provide career counseling assistance to Executive for a
period of one year following Executive's termination date. Executive may elect
to receive the $12,500 in cash in lieu of payment to a third party outplacement
firm.
 
          3.5 All outstanding stock options, restricted stock, stock bonuses or
other stock awards shall be governed by the terms of the applicable agreement or
plan.
 
          3.6 In the event that Executive's employment with Merix terminates for
any reason prior to a Change of Control (as defined in Section 8.3), other than
at the direction of a person who has entered into an agreement with Merix, the
consummation of which will constitute a Change of Control, Executive shall not
be entitled to benefits under Section 4 of this Agreement.
 
     4. Additional Compensation Upon Termination Following A Change of Control.
In the event of a Termination of Executive's Employment other than for Cause,
death or Disability within 24 months following a Change of Control, or prior to
a Change of Control at the direction of a person who has entered into an
agreement with Merix, the consummation of which will constitute a Change of
Control, and contingent upon Executive's execution of the Release of Claims and
compliance with Sections 5 and 10, Executive shall be entitled to the following
benefits, which benefits shall be in addition to the benefits provided in
Section 3:
 
          4.1 Merix shall pay Executive, in a single payment within the latter
of (a) eight days after the last day of employment, including employment during
the up to the six months employment period referred to in Section 5 if Merix or
the surviving company has requested Executive to continue employment during such
period and (b) eight days after execution of the Release of Claims without
revocation, an amount in cash equal to one year of Executive's annual base
compensation at the rate in effect immediately prior to the date of termination.
 
          4.2 Executive shall be entitled to receive an amount such that the
amount payable pursuant to Section 3.3 plus the amount payable pursuant to this
Section 4.2 equals 100% of the Executive's target benefit for the year under
annual cash incentive plans in effect at the time of termination. The amount
payable pursuant to Section 4.2 shall be paid on the same date that the Section
4.1 payment is payable.
 
          4.3 Merix shall maintain in full force and effect, at its sole cost
and expense, for Executive's continued benefit for a period terminating 18
months after the date of termination a life insurance policy insuring
Executive's life with coverage equal to two times Executive's annual base pay in
effect immediately prior to termination, provided that Executive's continued
participation is possible under the general terms and provisions of such policy.
At Executive's election or in the event that Executive's continued participation
in such policy is barred, Merix shall make a lump sum payment to
 
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Executive equal to the total premiums that would have been paid by Merix for
such 18 month period. The maximum amount that Merix shall be obligated to pay
pursuant to this Section 4.3 in premiums and payments to Executive shall be
$5,000.
 
          4.4 All outstanding stock options held by Executive under all stock
option and stock incentive plans of Merix shall become immediately exercisable
in full and shall remain exercisable until the earlier of (a) two years after
termination of employment or (b) the option expiration date as set forth in the
applicable option agreement.
 
          4.5 Notwithstanding any provision in this Agreement, in the event that
Executive would receive a greater after-tax benefit from the Capped Benefit (as
defined in the next sentence) than from the payments pursuant to this Agreement
(the "Specified Benefits"), the Capped Benefit shall be paid to Executive and
the Specified Benefits shall not be paid. The Capped Benefit is the Specified
Benefits, reduced by the amount necessary to prevent any portion of the
Specified Benefits from being "parachute payments" as defined in section
280G(b)(2) of the Internal Revenue Code of 1986, as amended ("IRC"), or any
successor provision. For purposes of determining whether Executive would receive
a greater after-tax benefit from the Capped Benefit than from the Specified
Benefits, there shall be taken into account all payments and benefits Executive
will receive upon a change in control of the Company (collectively, excluding
the Specified Benefits, the "Change of Control Payments"). To determine whether
Executive's after-tax benefit from the Capped Benefit would be greater than
Executive's after-tax benefit from the Specified Benefits, there shall be
subtracted from the sum of the before-tax Specified Benefits and the Change of
Control Payments (including the monetary value of any non-cash benefits) any
excise tax that would be imposed under IRC ss. 4999 and all federal, state and
local taxes required to be paid by Executive in respect of the receipt of such
payments, assuming that such payments would be taxed at the highest marginal
rate applicable to individuals in the year in which the Specified Benefits are
to be paid or such lower rate as Executive advises Merix in writing is
applicable to Executive.
 
     5. Additional Service. Executive agrees that, if requested by Merix or the
surviving company following a Change of Control, Executive will continue his or
her employment with Merix or the surviving company for a period of up to six
months following the Change of Control in any capacity requested by Merix or the
surviving company consistent with Executive's areas of professional expertise.
During this period Executive shall receive the same salary and substantially the
same benefits as in effect prior to the Change of Control. Executive shall not
be entitled to any benefits provided by Section 4 if Executive fails to perform
in accordance with this Section 5.
 
 
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     6. Tax Withholding; Subsequent Employment.
 
          6.1 All payments provided for in this Agreement are subject to
applicable tax withholding obligations imposed by federal, state and local laws
and regulations.
 
          6.2 The amount of any payment provided for in this Agreement shall not
be reduced, offset or subject to recovery by Merix by reason of any compensation
earned by Executive as the result of employment by another employer after
termination.
 
     7. Other Agreements. In the event that severance benefits are payable to
Executive under any other agreement with Merix in effect at the time of
termination (including but not limited to any employment agreement, but
excluding for this purpose 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), 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 agreements as a whole, and Executive
cannot select some benefits from one agreement and other benefits from this
Agreement.
 
     8. Definitions.
 
          8.1 Termination of Executive's Employment. Termination of Executive's
Employment means that Merix has terminated Executive's employment with Merix
(including any subsidiary of Merix). For purposes of Section 3, if Executive is
assigned additional or different titles, tasks or responsibilities from those
currently held or assigned, consistent with Executive's areas of professional
expertise and with no decrease in annual base compensation, whether at Merix or
any subsidiary of Merix, such circumstances shall not constitute a Termination
of Executive's Employment. For purposes of Section 4, Termination of Executive's
Employment shall include termination by Executive, within 24 months of a Change
of Control, by written notice to Merix referring to the applicable paragraph of
Section 8.1, for "Good Reason" based on:
 
               (A) the assignment to Executive of a different title, job or
          responsibilities that results in a decrease in the level of
          responsibility of Executive with respect to the surviving company
          after the Change of Control when compared to Executive's level of
          responsibility for Merix' operations prior to the Change of Control;
          provided that Good Reason shall not exist if Executive continues to
          have the same or a greater general level of responsibility for the
          former Merix
 
 
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<PAGE>
          operations after the Change of Control as Executive had prior to the
          Change of Control even if the former Merix operations are a subsidiary
          or division of the surviving company;
 
               (B) a reduction by Merix or the surviving company in Executive's
          base pay as in effect immediately prior to the Change of Control;
 
               (C) a significant reduction by Merix or the surviving company in
          total benefits available to Executive under cash incentive, stock
          incentive and other employee benefit plans after the Change of Control
          compared to the total package of such benefits as in effect prior to
          the Change of Control;
 
               (D) Merix or the surviving company requires Executive to be based
          more than 50 miles from where Executive's office is located
          immediately prior to the Change of Control except for required travel
          on company business to an extent substantially consistent with the
          business travel obligations which Executive undertook on behalf of
          Merix prior to the Change of Control; or
 
               (E) the failure by Merix to obtain from any successor (whether
          direct or indirect, by purchase, merger, consolidation or otherwise)
          to all or substantially all of the business and/or assets of Merix
          ("Successor") the assent to this Agreement contemplated by Section 9
          hereof.
 
          8.2 Cause. Termination 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 Merix (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 Board, the Chief Executive Officer or the President of Merix
which specifically identifies the manner in which the Board or Merix 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 Merix. No act, or failure to act, on Executive's part
shall be considered "willful" unless done, or omitted to be done, by Executive
without reasonable belief that Executive's action or omission was in, or not
opposed to, the best interests of Merix. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for Merix shall be conclusively presumed to be done, or
omitted to be done, by Executive in the best interests of Merix.
 
 
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          8.3 Change of Control. A Change of Control shall mean that one of the
following events has taken place:
 
               (A) The shareholders of Merix approve one of the following
          ("Approved Transactions"):
 
                    (i) Any merger or statutory plan of exchange involving Merix
          ("Merger") in which Merix is not the continuing or surviving
          corporation or pursuant to which Common Stock would be converted into
          cash, securities or other property, other than a Merger involving
          Merix in which the holders of Common Stock immediately prior to the
          Merger have the same proportionate ownership of Common Stock of the
          surviving corporation after the Merger; or
 
                    (ii) Any sale, lease, exchange, or other transfer (in one
          transaction or a series of related transactions) of all or
          substantially all of the assets of Merix or the adoption of any plan
          or proposal for the liquidation or dissolution;
 
               (B) A tender or exchange offer, other than one made by (i) Merix
          or (ii) Tektronix, Inc. at a time when Merix is in default under any
          of the Supply Agreements between Tektronix or any of its subsidiaries
          and Merix, is made for Common Stock (or securities convertible into
          Common Stock) and such offer results in a portion of those securities
          being purchased and the offeror after the consummation of the offer is
          the beneficial owner (as determined pursuant to Section 13(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act")),
          directly or indirectly, of securities representing at least 20 percent
          of the voting power of outstanding securities of Merix;
 
               (C) Merix receives a report on Schedule 13D of the Exchange Act
          reporting the beneficial ownership by any person (other than
          Tektronix, Inc. or any of its affiliates) of securities representing
          20 percent or more of the voting power of outstanding securities of
          Merix, except that (i) if such receipt shall occur as the result of
          sale of Common Stock (or securities convertible into Common Stock) by
          Tektronix, Inc. or any of its affiliates, it shall not constitute a
          Change of Control, or (ii) if such receipt shall occur during a tender
          offer or exchange offer described in (B) above, a Change of Control
          shall not take place until the conclusion of such offer; or
 
 
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<PAGE>
               (D) During any period of 12 months or less, individuals who at
          the beginning of such period constituted a majority of the Board of
          Directors cease for any reason to constitute a majority thereof unless
          the nomination or election of such new directors was approved by a
          vote of at least two-thirds of the directors then still in office who
          were directors at the beginning of such period.
 
Notwithstanding anything in the foregoing to the contrary, no Change of Control
shall be deemed to have occurred for purposes of this Agreement by virtue of any
transaction which results in Executive, or a group of persons which includes
Executive, acquiring, directly or indirectly, securities representing 20 percent
or more of the voting power of outstanding securities of Merix.
 
          8.4 Disability. Termination of Executive's Employment based on
"Disability" shall mean termination without further compensation under this
Agreement, due to Executive's absence from Executive's full-time duties with
Merix for 180 consecutive days as a result of Executive's incapacity due to
physical or mental illness, unless within 30 days after notice of termination by
Merix following such absence Executive shall have returned to the full-time
performance of Executive's duties.
 
     9. Successors; Binding Agreement.
 
          9.1 This Agreement shall be binding on and inure to the benefit of
Merix and its Successors and assigns. Upon Executive's written request, Merix
will seek to have any Successor by agreement, assent to the fulfillment by Merix
of its obligations under this Agreement. If such a request is made, failure of
Merix to obtain such assent prior to or at the time a company becomes a
Successor shall constitute Good Reason for termination by Executive of his or
her employment and, if a Change of Control of the Company has occurred, shall
entitle Executive to the benefits pursuant to Section 4.
 
          9.2 This Agreement shall inure to the benefit of and be enforceable by
Executive and Executive's legal representatives, executors, administrators and
heirs.
 
     10. Resignation of Corporate Offices. Executive will resign Executive's
office, if any, as a director, officer or trustee of Merix, its subsidiaries or
affiliates and of any other corporation or trust of which Executive serves as
such at the request of Merix, effective as of the date of termination of
employment. Executive agrees to provide Merix such written resignation(s) upon
request and that no severance will be paid until after such resignation(s) are
provided.
 
     11. Governing Law, Arbitration. 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 under the Mutual Agreement
to Arbitrate Claims
 
 
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<PAGE>
signed by the Executive, and judgment upon the award rendered by the Arbitrator
may be entered in any Court having jurisdiction thereof. Notwithstanding any
provision in the Mutual Agreement to Arbitrate Claims, Merix shall pay all
arbitration fees and reasonable attorney's fees and expenses (including at trial
and on appeal) of Executive in enforcing its rights under this Agreement in the
event of a Termination of Executive's Employment within 24 months following a
Change of Control.
 
     12. Amendment. No provision of this Agreement may be modified unless such
modification is agreed to in a writing signed by Executive and Merix.
 
     13. Severability. If any of the provisions or terms of this Agreement shall
for any reason be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other terms of this Agreement, and this
Agreement shall be construed as if such unenforceable term had never been
contained in this Agreement.
 
MERIX CORPORATION
 
 
By: TERRI TIMBERMAN                    MARK R. HOLLINGER
    ------------------------------     --------------------------------
    Title: Vice President              Executive
             Human Resources           Senior Vice President Operations
             and Quality