Richardson Electronics Ltd/De Sample Contracts

Richardson Electronics Ltd/De – December 14, 2018 4134 Birkshire Heights Fort Mill, SC 29708 Re: Amendment 2 to the Employment, Nondisclosure and Non-Compete Agreement Dated June 15, 2015 Dear Trey: (January 10th, 2019)

Effective January 6, 2019, RICHARDSON ELECTRONICS, Ltd. ("Employer") and Trey McIntyre (“Employee”) agree to the following changes to the Employment, Nondisclosure and Non-Compete Agreement ("Agreement") between Employer and Employee dated June 15, 2015:

Richardson Electronics Ltd/De – PURSUANT TO THE RICHARDSON ELECTRONICS, LTD. 2011 LONG-TERM INCENTIVE PLAN (August 2nd, 2018)

THIS RESTRICTED STOCK AWARD is made as of the Grant Date, by Richardson Electronics, Ltd. (the “Company”) to __________ (the “Grantee”). Upon and subject to the terms and conditions described herein, the Company hereby awards as of the Grant Date to Grantee a grant of stock (the “Stock Award”), as described below.

Richardson Electronics Ltd/De – NONQUALIFIED STOCK OPTION AWARD PURSUANT TO THE RICHARDSON ELECTRONICS, LTD. 2011 LONG-TERM INCENTIVE PLAN (August 2nd, 2018)

THIS AWARD is made as of the Grant Date, by Richardson Electronics, Ltd. (the “Company”) to __________ (the “Optionee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Optionee a nonqualified stock option (the “Option”), as described below, to purchase the Option Shares.

Richardson Electronics Ltd/De – NONQUALIFIED STOCK OPTION AWARD PURSUANT TO THE RICHARDSON ELECTRONICS, LTD. 2011 LONG-TERM INCENTIVE PLAN (August 2nd, 2018)

THIS AWARD is made as of the Grant Date, by Richardson Electronics, Ltd. (the “Company”) to __________ (the “Optionee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Optionee a nonqualified stock option (the “Option”), as described below, to purchase the Option Shares.

Richardson Electronics Ltd/De – AMENDED AND RESTATED BY-LAWS OF RICHARDSON ELECTRONICS, LTD. June 12, 2017 (June 15th, 2017)
Richardson Electronics Ltd/De – AMENDED AND RESTATED BY-LAWS OF RICHARDSON ELECTRONICS, LTD. January 5. 2016 June 12, 2017 (June 15th, 2017)
Richardson Electronics Ltd/De – Richardson Electronics, Ltd. 8-K/A (December 23rd, 2015)

On June 15, 2015, Richardson Electronics, Ltd (“the Company”) acquired certain assets of International Medical Equipment and Services, Inc. (“IMES”), pursuant to the terms of the Purchase Agreement (“Agreement”).

Richardson Electronics Ltd/De – Richardson Electronics, Ltd. 8-K/A (December 23rd, 2015)

We have audited the accompanying financial statements of International Medical Equipment & Services, Inc. (the “Company”), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Richardson Electronics Ltd/De – EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (August 7th, 2015)

THIS EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (“Agreement”) is made and entered into as of this 4th day of August, 2015, 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 Robert J. Ben, an individual whose current residence address is 1511 Lake Shore Drive South, Barrington, IL 60010, (“Employee”).

Richardson Electronics Ltd/De – EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (June 17th, 2015)
Richardson Electronics Ltd/De – Press Release (June 17th, 2015)
Richardson Electronics Ltd/De – PURCHASE AGREEMENT (June 17th, 2015)
Richardson Electronics Ltd/De – TERMINATION AGREEMENT AND GENERAL RELEASE (June 4th, 2015)
Richardson Electronics Ltd/De – EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (June 27th, 2014)

THIS EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (“Agreement”) is made and entered into as of this 26th day of June, 2014, 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 Gregory J. Peloquin, an individual whose current residence address is 10N105 Burlington Road, Hampshire, IL 60140 (“Employee”).

Richardson Electronics Ltd/De – EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (December 5th, 2012)

THIS EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (“Agreement”) is made and entered into as of this 3rd day of December, 2012, 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 Sandeep Beotra, an individual whose current residence address is 1520 York Ave., Apt. 6-H, New York, NY 10028 (“Employee”).

Richardson Electronics Ltd/De – AMENDED AND RESTATED BY-LAWS OF RICHARDSON ELECTRONICS, LTD. October 9, 2012 (October 15th, 2012)
Richardson Electronics Ltd/De – AMENDMENT NO. 1 TO ACQUISITION AGREEMENT (July 22nd, 2011)

THIS AMENDMENT NO. 1 TO ACQUISITION AGREEMENT (this “Amendment”) is made and entered into as of February 28, 2011, by and among Arrow Electronics, Inc., a New York corporation (“Arrow”), and Richardson Electronics, Ltd., a Delaware corporation (“Richardson”).

Richardson Electronics Ltd/De – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (March 7th, 2011)

As previously reported on October 1, 2010, Richardson Electronics, Ltd. (the “Company,” “we,” “our”), and Arrow Electronics, Inc. (“Arrow”) entered into an Acquisition Agreement (the “Acquisition Agreement”). Pursuant to the Acquisition Agreement, Arrow agreed to acquire all of the assets primarily used or held for use in, and certain liabilities of, the Company’s RF, Wireless & Power Division (“RFPD”), as well as certain other Company assets, including its information technology assets (the “Transaction”).

Richardson Electronics Ltd/De – VOTING AGREEMENT (October 1st, 2010)

This VOTING AGREEMENT (this “Agreement”) dated October 1, 2010, is entered into between Arrow Electronics, Inc., a New York corporation (“Arrow”) and Edward J. Richardson, a stockholder (“Stockholder”) of Richardson Electronics, Ltd., a Delaware corporation (the “Company”), with respect to (a) the shares of (i) Common Stock, par value $0.05 per share (“Common Stock”), and (ii) Class B Common Stock, par value $0.05 per share, of the Company owned by Stockholder (“Class B Common Stock”, together with Common Stock, the “Shares”), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by Stockholder (the securi

Richardson Electronics Ltd/De – ACQUISITION AGREEMENT By And Among ARROW ELECTRONICS, INC., RICHARDSON ELECTRONICS, LTD., And CERTAIN SUBSIDIARIES OF RICHARDSON ELECTRONICS, LTD. DATED AS OF OCTOBER 1, 2010 (October 1st, 2010)

THIS ACQUISITION AGREEMENT is entered into as of this 1st day of October, 2010, by and among Richardson Electronics, Ltd., a Delaware corporation (“Richardson”), each subsidiary of Richardson set forth on the signature pages hereto (collectively with Richardson, the “Sellers” and each individually, a “Seller”), and Arrow Electronics, Inc., a New York corporation (the “Buyer”). Capitalized terms are defined in ARTICLE I.

Richardson Electronics Ltd/De – VOTING AGREEMENT (October 1st, 2010)

This VOTING AGREEMENT (this “Agreement”) dated October 1, 2010, is entered into between Arrow Electronics, Inc., a New York corporation (“Arrow”) and Edward J. Richardson, a stockholder (“Stockholder”) of Richardson Electronics, Ltd., a Delaware corporation (the “Company”), with respect to (a) the shares of (i) Common Stock, par value $0.05 per share (“Common Stock”), and (ii) Class B Common Stock, par value $0.05 per share, of the Company owned by Stockholder (“Class B Common Stock”, together with Common Stock, the “Shares”), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by Stockholder (the securi

Richardson Electronics Ltd/De – EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (July 22nd, 2010)

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT (“Agreement”) made and entered into as of this          day of July, 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 Kyle C. Badger, an individual whose current residence address is 156 Kenilworth Avenue, Glen Ellyn, IL 60137 (“Employee”).

Richardson Electronics Ltd/De – SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (June 2nd, 2010)

This Sixth Amendment to Revolving Credit Agreement (this “Amendment”) is entered into as of May 28, 2010 (the “Effective Date”) by and among Richardson Electronics, Ltd., a Delaware corporation, Richardson Electronics Limited, an English limited liability company, Richardson Electronics Benelux B.V., a Dutch private limited liability company, Richardson Electronics Pte Ltd., a company organized under the laws of Singapore, Richardson Electronics Pty Limited, a company organized under the laws of New South Wales, Australia, Richardson Electronics Hong Kong Limited, a company organized under the laws of Hong Kong, Richardson Electronics GmbH, a company organized under the laws of Germany, Richardson Electronics K.K., a company organized under the laws of Japan, the lenders party hereto (each, a “Lender” and collectively, the “Lenders”) and JP Morgan Bank, N.A., a national banking association as administrative agent (in such capacity, the “Administrative Agent”).

Richardson Electronics Ltd/De – FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (May 5th, 2010)

This Fifth Amendment to Revolving Credit Agreement (this “Amendment”) is entered into as of April 30, 2010 (the “Effective Date”) by and among Richardson Electronics, Ltd., a Delaware corporation, Richardson Electronics Limited, an English limited liability company, Richardson Electronics Benelux B.V., a Dutch private limited liability company, Richardson Electronics Pte Ltd., a company organized under the laws of Singapore, Richardson Electronics Pty Limited, a company organized under the laws of New South Wales, Australia, Richardson Electronics Hong Kong Limited, a company organized under the laws of Hong Kong, Richardson Electronics GmbH, a company organized under the laws of Germany, Richardson Electronics K.K., a company organized under the laws of Japan, the lenders party hereto (each, a “Lender” and collectively, the “Lenders”) and JP Morgan Bank, N.A., a national banking association as administrative agent (in such capacity, the “Administrative Agent”).

Richardson Electronics Ltd/De – AMENDMENT No. 1 TO RICHARDSON ELECTRONICS, LTD. EMPLOYEES STOCK OWNERSHIP PLAN (As Amended and Restated Effective June 1, 2002) (July 23rd, 2009)

RICHARDSON ELECTRONICS, LTD., a Delaware corporation, hereby further amends the Richardson Electronics, Ltd. Employees Stock Ownership Plan, as previously amended and restated effective June 1, 2002 and as thereafter further amended (the “Plan”), as follows effective May 30, 2009:

Richardson Electronics Ltd/De – FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (July 23rd, 2009)

This Fourth Amendment to Revolving Credit Agreement (this “Amendment”) is entered into as of July 20, 2009 (the “Effective Date”) by and among Richardson Electronics, Ltd., a Delaware corporation, Richardson Electronics Limited, an English limited liability company, Richardson Electronics Benelux B.V., a Dutch private limited liability company, Richardson Electronics Pte Ltd, a company organized under the laws of Singapore, Richardson Electronics Pty Limited, a company organized under the laws of New South Wales, Australia, Richardson Electronics Hong Kong Limited, a company organized under the laws of Hong Kong, the lenders party hereto (each, a “Lender” and collectively, the “Lenders”) and JP Morgan Bank, N.A., a national banking association as administrative agent (in such capacity, the “Administrative Agent”).

Richardson Electronics Ltd/De – RICHARDSON ELECTRONICS, LTD. EMPLOYEES STOCK OWNERSHIP PLAN As Amended and Restated Effective June 1, 2002 (April 9th, 2009)

THIS PLAN is executed at LaFox, Illinois, this 16th day of January, 2009 by RICHARDSON ELECTRONICS, LTD., a corporation organized and existing under the laws of the State of Delaware (“Richardson”).

Richardson Electronics Ltd/De – AMENDED AND RESTATED BY-LAWS OF RICHARDSON ELECTRONICS, LTD. (September 15th, 2008)
Richardson Electronics Ltd/De – RICHARDSON ELECTRONICS, LTD. EMPLOYEES’ INCENTIVE COMPENSATION PLAN AGREEMENT RESTRICTED STOCK AWARD AGREEMENT NO. RSA- - (July 31st, 2008)

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement” or the “Stock Award”) 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 Employees’ Incentive Compensation Plan (the “Plan”).

Richardson Electronics Ltd/De – AMENDMENT No. 1 TO RICHARDSON ELECTRONICS, LTD. EMPLOYEES STOCK OWNERSHIP PLAN (As Amended and Restated Effective June 1, 1997) (July 31st, 2008)

RICHARDSON ELECTRONICS, LTD., a Delaware corporation, hereby amends the Richardson Electronics, Ltd. Employees Stock Ownership Plan, as previously amended and restated effective June 1, 1997 (the “Plan”), as follows:

Richardson Electronics Ltd/De – RICHARDSON ELECTRONICS, LTD. EMPLOYEES STOCK OWNERSHIP PLAN As Amended and Restated Effective June 1, 1997 (July 31st, 2008)

THIS PLAN is executed at LaFox, Illinois, this 29th day of September, 2000 by RICHARDSON ELECTRONICS, LTD., a corporation organized and existing under the laws of the State of Delaware (“Richardson”).

Richardson Electronics Ltd/De – THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (July 31st, 2008)

This Third Amendment to Revolving Credit Agreement (this “Amendment”) is entered into as of July 29, 2008 (the “Effective Date”) by and among Richardson Electronics, Ltd., a Delaware corporation, Richardson Electronics Limited, an English limited liability company, Richardson Electronics Benelux B.V., a Dutch private limited liability company, Richardson Electronics Pte Ltd, a company organized under the laws of Singapore, Richardson Electronics Pty Limited, a company organized under the laws of New South Wales, Australia, the lenders party hereto (each, a “Lender” and collectively, the “Lenders”) and JP Morgan Bank, N.A., a national banking association as administrative agent (in such capacity, the “Administrative Agent”).

Richardson Electronics Ltd/De – AMENDMENT No. 2 TO RICHARDSON ELECTRONICS, LTD. EMPLOYEES STOCK OWNERSHIP PLAN (As Amended and Restated Effective June 1, 1997) (July 31st, 2008)

RICHARDSON ELECTRONICS, LTD., a Delaware corporation, hereby amends the Richardson Electronics, Ltd. Employees Stock Ownership Plan, as previously amended and restated effective June 1, 1997 and as thereafter further amended (the “Plan”), as follows:

Richardson Electronics Ltd/De – RICHARDSON ELECTRONICS, LTD. EMPLOYEES’ 2001 INCENTIVE COMPENSATION PLAN NON- QUALIFIED STOCK OPTION Agreement Number: - (July 31st, 2008)

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”).

Richardson Electronics Ltd/De – AMENDMENT No. 3 TO RICHARDSON ELECTRONICS, LTD. EMPLOYEES STOCK OWNERSHIP PLAN (As Amended and Restated Effective June 1, 1997) (July 31st, 2008)

RICHARDSON ELECTRONICS, LTD., a Delaware corporation, hereby further amends the Richardson Electronics, Ltd. Employees Stock Ownership Plan, as previously amended and restated effective June 1, 1997 and as thereafter further amended (the “Plan”), as follows: