0001193125-08-162766 Sample Contracts

RICHARDSON ELECTRONICS, LTD. EMPLOYEES’ INCENTIVE COMPENSATION PLAN AGREEMENT RESTRICTED STOCK AWARD AGREEMENT NO. RSA- -
Incentive Compensation Plan Agreement • July 31st, 2008 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • Illinois

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”).

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THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • July 31st, 2008 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • Illinois

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. EMPLOYEES’ 2001 INCENTIVE COMPENSATION PLAN NON- QUALIFIED STOCK OPTION Agreement Number: -
Non-Qualified Stock Option • July 31st, 2008 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • Illinois

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”).

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