RICHARDSON ELECTRONICS, LTD. EMPLOYEES' [Plan] INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION

Exhibit 10(k)(1)

RICHARDSON ELECTRONICS, LTD.

EMPLOYEES' [Plan] INCENTIVE COMPENSATION PLAN

INCENTIVE STOCK OPTION

            Agreement Number: 20__ - [No]

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 [First_Name] [Last_Name] (the "Grantee"), under and pursuant to the Richardson Electronics, Ltd. Employees [Plan] 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.

1.          Grant of Option .

The Company hereby grants to the Grantee an Option to purchase a total of [FY04_Grant] 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 is intended to be and shall be treated as an Incentive Stock Option within the meaning of Internal Revenue Code Section 422A; provided, however, that if Grantee has Incentive Stock Options which first become exercisable in any calendar year for shares with a Fair Market Value on the date of grant in excess of $100,000, then the Option with respect to the Option Shares in excess of such $100,000 in a calendar year shall not be treated as Incentive Stock Options within the meaning of Internal Revenue Code Section 422A but shall be Non-Qualified Stock Options for such excess Option Shares.

2.          Acknowledgment by Grantee .

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' [Plan] 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 an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended (the "Code").

3.          Time of Exercise .

(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.

(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:

Periods of Continuous                            Aggregate Number of Option

Employment Until                                 shares Eligible for Purchase

________________                                         [M_1st]

________________                                         [M_2nd]

________________                                         [M_3rd]

________________                                         [M_4th]

________________                                         [M_5th]

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 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 forfeited and the Grantee's right to purchase such Option Shares shall terminate. For pu