Name of Optionee: *[Optionee?s Name]* No. of Shares Covered: *[Number of shares]* Exercise Price Per Share: $*[ ]* Date of Grant: *[Date]* Expiration Date: *[Date]* This is a Non-Statutory Stock Option Agreement (?Agreement?) between Hutchinson Technology Incorporated, a Minnesota corporation (t

Exhibit 10.2

HUTCHINSON TECHNOLOGY INCORPORATED
1996 INCENTIVE PLAN
(As Amended and Restated January 30, 2008)

*[Form of]*
Non-Statutory Stock Option Agreement
(Director)

This is a Non-Statutory Stock Option Agreement (“Agreement”) between Hutchinson Technology Incorporated, a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”), effective as of the date of grant specified above. Unless the context indicates otherwise, terms that are not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future. For purposes of the Plan and this Agreement, as provided in Section 4 of the Plan, service as a director of the Company constitutes employment with the Company for purposes hereof.

Recitals

WHEREAS, the Company maintains the Hutchinson Technology Incorporated 1996 Incentive Plan (As Amended and Restated January 30, 2008) (the “Plan”); and

WHEREAS, awards may be granted pursuant to the Plan to non-employee directors of the Company; and

WHEREAS, the Optionee is eligible to receive an award under the Plan in the form of a non-statutory stock option (the “Option”).

NOW, THEREFORE, the Company hereby grants this Option to the Optionee under the terms and conditions as follows.

Terms and Conditions

1.

Grant .  The Optionee is granted this Option to purchase the number of Shares specified at the beginning of this Agreement.

2.

Exercise Price .  The price to the Optionee of each Share subject to this Option will be the exercise price specified at the beginning of this Agreement (which price may not be less than the Fair Market Value of a Share as of the date of grant).

3.

Non-Statutory Stock Option .  This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

4.

Exercise Schedule .  This Option will vest (a) as to 50% of the Shares covered hereby, on the second anniversary of the date of the grant of this Option, and (b) as to the remaining 50% of the Shares covered hereby, on the third anniversary of the date of the grant of this Option. If this Option has not expired prior thereto, it may be exercised in whole or in part with respect to any Shares as to which this Option has vested.

This Option may also be exercised under the circumstances described in Sections 8 and 9 of this Agreement if it has not expired prior thereto.

5.

Expiration .  This Option will expire at 5:00 p.m. Central Time on the earliest of:

	(a)		the expiration date specified at the beginning of this Agreement;
	(b)		the last day of the period following the termination of employment of the Optionee during which this Option can be exercised (as specified in Section 7 of this Agreement); or
	(c)		the date (if any) fixed for cancellation pursuant to Section 9 of this Agreement.

In no event may anyone exercise this Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.

6.

Procedure to Exercise Option .

Method of Exercise .  This Option may be exercised by delivering written or electronic notice of exercise to the Company at the principal executive office of the Company, to the attention of the Company’s Vice President, Human Resources or the party designated by such officer (which written or electronic notice will state the number of Shares to be purchased and must be signed or otherwise authenticated by the person exercising this Option), or by such other means as the Board or Committee may approve. If the person exercising this Option is not the Optionee, he/she also must submit appropriate proof of his/her right to exercise this Option.

Tender of Payment .  Upon giving notice of any exercise hereunder, the Optionee will provide for payment of the purchase price of the Shares being purchased through one or a combination of the following methods:

	(a)		cash;
	(b)		to the extent permitted by law, a broker-assisted cashless exercise in which the Optionee irrevocably instructs a broker to deliver proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise (or a loan secured by such Shares) to the Company in payment of the purchase price of such Shares;
	(c)		by delivery to the Company or its designated agent of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares; or
	(d)		by a reduction in the number of Shares delivered to the Optionee upon exercise, such number of Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares.

Notwithstanding the foregoing, the Optionee may not pay any portion of the purchase price with Shares if the Committee, in its sole discretion, determines that payment in such manner is undesirable.

Issuance of Shares .  As soon as practicable after the Company receives notice of the exercise in a manner approved by the Board or Com