Exhibit 10(o)
RICHARDSON ELECTRONICS,
LTD.
EMPLOYEES’ 2001 INCENTIVE
COMPENSATION PLAN
NON-QUALIFIED STOCK
OPTION
Agreement Number:
-
THIS OPTION AGREEMENT, made and
entered into as of the th day of
, , (the
“Grant Date”) by and between Richardson Electronics,
Ltd., a Delaware corporation (the “Company”), and
(the “Grantee”), under and pursuant to the Richardson
Electronics, Ltd. Employees 2001 Incentive Compensation Plan (the
“Plan”).
Except where the context otherwise
requires, all capitalized terms which are not defined herein shall
have the meaning set forth in the Plan.
The Company hereby grants to the
Grantee an Option to purchase a total of
shares of the common stock, $.05 per share par value, of the
Company (the “Option Shares”), at a purchase price of $
per share, upon and subject to the terms and conditions set forth
herein (the “Option”). This Option shall not be treated
as an Incentive Stock Option within the meaning of Internal Revenue
Code Section 422A.
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2.
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Acknowledgment by Grantee
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The Grantee hereby
acknowledges:
(a) that he or she has had an
opportunity to review a copy of the Plan and has received and has
had the opportunity to review a copy of the Company’s
“Summary of the Richardson Electronics, Ltd. Employees’
2001 Incentive Compensation Plan,” and copies of any
10-K’s and 8-K’s of the Company filed subsequent to the
date of the Summary of the Plan, and Annual Reports, Proxy
Statements and other communications distributed to stockholders of
the Company subsequent to the date of the Summary of the Plan;
and
(b) that any questions pertaining to
the Plan, the Option and to the Option Shares have been answered by
the Company to his or her satisfaction; and
(c) that he or she understands that
the Plan is incorporated herein by reference and is made a part of
this Agreement as if fully set forth herein; and
(d) that the Plan shall control in
the event that there is any conflict between the Plan and this
Agreement, and on such matters as are not contained in this
Agreement; and
(e) that the Option granted to the
Grantee hereunder is intended by the Company to qualify as a
non-qualified stock option.
(a) Subject to the provisions of
this Section 3, the Option only may be exercised, in whole or
in part, and the Option Shares may be purchased only by the Grantee
(or, in the event of the Grantee’s incompetency, by the
Grantee’s guardian or legal representative or, in the event
of the Grantee’s death, by Grantee’s designated
Beneficiary or, in the absence of such designation, by
Grantee’s legal representative or other successor in
interest) in accordance with the provisions of Section 4
below, at any time or times after the Grant Date; provided,
however, that, except as otherwise provided in paragraph
(b) below, the Option may not be exercised after the earliest
to occur of the following dates: (i) the date which is ten
(10) years from the Grant Date, (ii) the date which is
three months after the Grantee’s death, (iii) the date
which is three months after the Grantee’s employment with the
Company (or its Subsidiaries) is terminated due to his or her
retirement or for any other reason with the consent of the Company
(or twelve months if the Grantee’s employment terminates as a
result of being disabled within the meaning of
Section 105(d)(4) of the Code), or (iv) the date that the
Grantee’s employment with the Company (or its Subsidiaries)
is terminated for any other reason.
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(b) In the event that the Grantee
dies within three months after the Grantee’s employment with
the Company (or its Subsidiaries) is terminated due to retirement
or for any other reason with the consent of the Company (or within
twelve months if the Grantee’s employment terminates as a
result of being disabled within the meaning of
Section 105(d)(4) of the Code), the Option may be exercised
and the Option Shares may be purchased until the earliest to occur
of the following dates: (i) the date which is ten
(10) years from the Grant Date, or (ii) the date which is
three months after the Grantee’s death.
(c) Anything to the contrary
notwithstanding, the Grantee may not exercise the Option, in whole
or in part, unless and until the Grantee has either (i) prior
to the Grantee’s leaving the employ of the Company (or its
subsidiaries) received a written notice from the Company’s
President that the option (or a stated portion thereof) is
immediately exercisable, or (ii) completed the periods of
continuous employment with the Company (or its subsidiaries) after
the Grant Date as set forth below, in which event the Grantee shall
be entitled to purchase the aggregate number of Option Shares as
set forth below:
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Periods of
Continuous
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Aggregate Number of Option
shares Eligible for
Purchase
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_______________
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________
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_______________
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________
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_______________
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________
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_______________
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________
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_______________
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The right to purchase Option Shares
under this Option shall be cumulative. Notwithstanding the
foregoing vesting schedule, in the event that the Grantee’s
employment with
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the Company terminates as a result of his or her
death or disability, the Option shall immediately vest and become
fully exercisable as to all Option Shares still subject to the
Option and unpurchased (whether vested or not pursuant to the
schedule set forth above). Further, upon termination of
Grantee’s employment with the Company for any reason other
than death or disability, without the Company giving notice to the
Grantee that the Option (or a stated portion thereof) is
exercisable, the Option with respect to all unexercised Option
Shares shall be forfe
