Non Disclosure Contract

Exhibit 10.1

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (“Agreement”) made and entered into as of this 24th day of October, 2007 by and between RICHARDSON ELECTRONICS, LTD. , a Delaware corporation with its principal place of business located at 40W267 Keslinger Road, P.O. Box 393, LaFox, IL 60147-0393 (the “Employer”), and Kathleen S. Dvorak , an individual whose current residence address is 1032 Oakwood Drive, Westmont, Illinois 60559 (“Employee”).

RECITALS

WHEREAS , the Employer desires to employ Employee upon the terms and conditions stated herein; and

WHEREAS , Employee desires to be so employed by the Employer at the salary and benefits provided for herein; and

WHEREAS , Employee acknowledges and understands that during the course of her employment, Employee has and will become familiar with certain confidential information of the Employer which provides the Employer with a competitive advantage in the marketplace in which it competes, is exceptionally valuable to the Employer, and is vital to the success of the Employer's business; and

WHEREAS , the Employer and Employee desire to protect such confidential information from disclosure to third parties or its use to the detriment of the Employer; and

WHEREAS , the Employee acknowledges that the likelihood of disclosure of such confidential information would be substantially reduced, and that legitimate business interests of the Employer would be protected, if Employee refrains from competing with the Employer and from soliciting its customers and employees during and following the term of the Agreement, and Employee is willing to covenant that she will refrain from such actions.

NOW THEREFORE , in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the parties hereto acknowledge and agree as follows:

ARTICLE ONE

NATURE AND TERM OF EMPLOYMENT

1.01        Employment . The Employer hereby agrees to employ Employee and Employee hereby accepts employment as the Employer's Executive Vice President, Chief Financial Officer and Chief Strategy Officer.

1.02       Term of Employment . Employee's employment pursuant to this Agreement shall commence on November 5, 2007, or such other date as may be agreed upon by Employee and the Employer, and, subject to the other provisions of this Agreement, the term of such employment (the “Employment Term”) shall continue indefinitely on an “at will” basis.

1.03       Duties . Employee's duties and responsibilities shall consist of those duties and responsibilities generally applicable to a person bearing the titles Executive Vice President, Chief Financial Officer and Chief Strategy Officer, and such other duties as the Employer's Chief Executive Officer (“CEO”) or Board of Directors shall from time to time direct, provided such directives are consistent with the duties of an Executive Vice President, Chief Financial Officer and Chief Strategy Officer. Without limiting the foregoing, Employee's duties and responsibilities shall include identifying and executing cost savings initiatives, building a cost-effective organization, developing organizational design improvements and implementing a strategic reorganization of the Employer's business.

Employee shall report to and perform her duties under the supervision and direction of the CEO. Employee will adhere to the policies and procedures of the Employer, including, without limitation, its Code of Conduct. Employee agrees to devote her full working time, attention and energies to the diligent and satisfactory performance of her duties hereunder and to developing and improving the business and best interests of the Employer. Employee will use all reasonable efforts to promote and protect the good name of the Employer and will comply with all of her obligations,

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undertakings, promises, covenants and agreements as set forth in this Agreement. Employee will not, during the Employment Term or during any period during which Employee is receiving payments pursuant to Article 2 and/or Section 5.07(b), engage in any activity which would have, or reasonably be expected to have, an adverse affect on the Employer's reputation, goodwill or business relationships or which would result, or reasonably be expected to result, in economic harm to the Employer.

ARTICLE TWO

COMPENSATION AND BENEFITS

For all services to be rendered by Employee in any capacity hereunder (including as an officer, director, committee member or otherwise of the Employer or any parent or subsidiary thereof or any division of any thereof) on behalf of the Employer, the Employer agrees to pay Employee so long as she is employed hereunder, and the Employee agrees to accept, the compensation set forth below.

2.01       Base Salary . During the term of Employee's employment hereunder, the Employer shall pay to Employee an annual base salary (“Base Salary”) at the rate of Three Hundred Fifty Thousand and 00/100 Dollars ($350,000.00), payable in installments as are customary under the Employer's payroll practices from time to time. The Employer at its sole discretion may, but is not required to, review and adjust the Employee's Base Salary from year to year; provided, however, that, except as may be expressly agreed otherwise in writing by Employee, the Employer may not decrease Employee's Base Salary. No additional compensation shall be payable to Employee by reason of the number of hours worked or by reason of hours worked on Saturdays, Sundays, holidays or otherwise.

2.02       Incentive Plan . During the term of the Employee's employment hereunder, the Employee shall be a participant in the Corporate Incentive Plan, as modified from time to time (the “Annual Incentive Plan”), and paid a bonus (“Bonus”) pursuant thereto. The Employee's “target bonus percentage” for purposes of the Annual Incentive Plan shall be fifty percent (50%). Such Bonus shall be determined and paid strictly in accordance with the Annual Incentive Plan as modified or reduced by the Employer at its discretion, and for any partial fiscal year the Bonus shall be computed and paid only for the portion of the fiscal year Employee is employed hereunder.

2.03       Auto Allowance and Vacation . During the term of the Employee's employment hereunder, the Employee shall be paid an auto allowance of $1,000 per month. Employee shall be entitled to vacation in accordance with the Employer's vacation policy in effect from time to time; provided, that notwithstanding, anything to the contrary in such policy, Employee shall be eligible for four weeks vacation per year.

2.04       Grant of Stock Option . On the commencement date of Employee's employment under this Agreement she will be granted a Stock Option under the Employer's Incentive Compensation Plan for 25,000 shares of Employer's common stock with an exercise price equal to the closing price of the common stock as reported by NASDAQ on the date of grant. Such option will vest in three equal annual installments over three years.

2.05       Grant of Restrictive Stock . On the commencement date of Employee's employment under this Agreement she will be granted a Restricted Stock Award under the Employer's Incentive Compensation Plan for _10,000 shares of Employer's common stock. Such award will vest in three equal annual installments over three years.

2.06       Other Benefits . Employer will provide Employee such benefits (other than bonus, auto allowance, severance, vacation and cash incentive compensation benefits) as are generally provided by the Employer to its other employees, including but not limited to, health/major medical insurance, dental insurance, disability insurance, life insurance, sick days and other employee benefits (collectively “Other Benefits”), all in accordance with the terms and conditions of the applicable Other Benefits Plans as in effect from time to time. Nothing in this Agreement shall require the Employer to maintain any benefit plan, nor prohibit the Employer from modifying any such plan as it sees fit from time to time. It is only intended that Employee shall be entitled to participate in any such plan offered for which she may qualify under the terms of any such plan as it may from time to time exist, in accordance with the terms thereof.

2.07       Disability . Any compensation Employee receives under any disability benefit plan provided by Employer during any period of disability, injury or illness shall reduce the compensation which Employee would otherwise receive under this Article Two by an equal amount during such period of disability, injury or sickness.

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2.08       Withholding . All salary, bonus and other payments described in this Agreement shall be subject to withholding for federal, state or local taxes, amounts withheld under applicable benefit policies or programs, and any other amounts that may be required to be withheld by law, judicial order or otherwise.

ARTICLE THREE

CONFIDENTIAL INFORMATION

RECORDS AND REPUTATION

3.01       Definition of Confidential Information . For purposes of this Agreement, the term “Confidential Information” shall mean all of the following materials and information (whether or not reduced to writing and whether or not patentable) to which Employee receives or has received access or develops or has developed in whole or in part as a direct or indirect result of her employment with the Employer or through the use of any of the Employer's facilities or resources:

provided, that Confidential Information shall not include any such materials and information which (i) is in the public domain and/or available from general industry sources, or (ii) that enters the public domain and/or becomes available from general industry sources after the time that it is disclosed to Employee, other than by an unauthorized disclosure by Employee.

The Confidential Information shall not include any materials or information of the types specified above to the extent that such materials or information are publicly known or generally utilized by others engaged in the same business or activities in the course of which the Employer utilized, developed or otherwise acquired such information or materials and which Employee has gathered or obtained (other than on behalf of the Employer) after termination of her employment with the Employer from such other public sources by her own expenditure of significant time, effort and money after termination of her employment with the Employer. Failure to mark any of the Confidential Information as confidential shall not affect its status as part of the Confidential Information under the terms of this Agreement.

3.02       Ownership of Confidential Information . Employee agrees that the Confidential Information is and shall at all times remain the sole and exclusive property of the Employer. Employee agrees immediately to disclose to the Employer all Confidential Information developed in whole or part by her during the term of her employment with the Employer and to assign to the Employer any right, title or interest she may have in such Confidential Information at the Employer's sole cost and expense.

Without limiting the generality of the foregoing, every invention, improvement, product, process, apparatus, or design which Employee may take, make, devise or conceive, individually or jointly with others, during the period of her employment by the Employer, whether during business hours or otherwise, which relates in any manner to the business of the Employer either now or at any time during the period of her employment), or which may be related to the Employer in

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connection with its business (hereinafter collectively referred to as “Invention”) shall belong to and be the exclusive property of the Employer and Employee will make full and prompt disclosure to the Employer of every Invention. Employee will assign to the Employer, or its nominee, every Invention and Employee will execute all assignments and other instruments or documents and do all other things necessary and proper to confirm the Employer's right and title in and to every Invention; and Employee will perform all proper acts within her power necessary or desired by the Employer to obtain letters patent in the name of the Employer (at the Employer's expense) for every Invention in whatever countries the Employer may desire, without payment by the Employer to Employee of any royalty, license fee, price or additional compensation.

3.03.      Non Disclosure of Confidential Information . Except as required in the faithful performance of Employee's duties hereunder (or as required by law), during the term of her employment with the Employer and for a period after the termination of such employment until the Confidential Information no longer meets the definition set forth above of Confidential Information with respect to Employee, Employee agrees not to directly or indirectly reveal, report, publish, disseminate, disclose or transfer any of the Confidential Information to any person or entity, or utilize for herself or any other person or entity any of the Confidential Information for any purpose (including, without limitation, in the solicitation of existing the Employer customers or suppliers), except in the course of performing duties assigned to her by the Employer. Employee further agrees to use her best endeavors to prevent the use for herself or others, or dissemination, publication, revealing, reporting or disclosure of, any Confidential Information.

3.04.      Protection of Reputation .

3.05       Records and Use of Employer Facilities . All notes, data, reference materials, memoranda and records, including, without limitation, data on the Employer's computer system, computer reports, products, customers and suppliers lists and copies of invoices, in any way relating to any of the Confidential Information or the Employer's business (in whatever form existing, including, without limit, electronic) shall belong exclusively to the Employer, and Employee agrees to maintain them in a manner so as to secure their confidentiality and to turn over to the Employer all copies of such materials (in whole or in part) in her possession or control at the request of the Employer or, in the absence of such a request, upon the termination of Employee's employment with the Employer. Upon termination of Employee's employment with the Employer, Employee shall immediately refrain from seeking access to the Employer's (a) telephonic voice mail, E-mail or message systems, (b) computer system and (c) computer data bases and software. The foregoing shall not prohibit Employee from using the Employer's public Internet (not intranet) site.

ARTICLE FOUR

NON-COMPETE AND NON-SOLICITATION COVENANTS

4.01       Non-Competition and Non-Solicitation . Employee acknowledges that it may be very difficult for her to avoid using or disclosing the Confidential Information in violation of Article Three above in the event that she is employed

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by any person or entity other than the Employer in a capacity similar or related to the capacity in which she is employed by the Employer. Accordingly, Employee agrees that she will not, during the term of employment with the Employer and, if Employee voluntarily terminates her employment hereunder without Good Reason (as hereinafter defined), or if the Employer terminates her employment for Cause, for a period of one (1) year after the termination of such employment, directly or indirectly (whether or not for compensation or profit):