ONLY COMPLETE THIS AGREEMENT IF YOU WISH TO DEFER YOUR RETAINER FEES PAYABLE IN COMMON STOCK

Exhibit 10.2

Xxxxxxx Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan

Fee Deferral Election Agreement

ONLY COMPLETE THIS AGREEMENT IF YOU WISH TO

DEFER YOUR RETAINER FEES PAYABLE IN COMMON STOCK

THIS FEE DEFERRAL ELECTION AGREEMENT (“Agreement”) is entered into pursuant to the provisions of the Xxxxxxx Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan (“Plan”). All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan.

1.    Fee Deferral Election. I hereby elect to defer receipt of the following Fees, payable and earned by, and payable to, me after the date of this Agreement for the following time period: November 1, ____ – October 31, ____.

Please indicate the percentage of Fees for the time period specified above you would like to defer: _______________%

    2. Designated Deferral Period. The Plan provides for a Designated Deferral Period. The Fees deferred pursuant to this Agreement that are credited to your Deferred Fee Stock Account will be paid/commence to be paid to you within sixty (60) days following the date the date you die or otherwise incur a Termination.

3. Method of Payment. I hereby elect that the distribution of the Fees deferred pursuant to this Agreement that are credited to my Deferred Fee Stock Account made on account of my Termination be paid as follows: (check one)

¨     in a single lump sum payment

OR in

¨     Three substantially annual installments

I understand that Plan payments/distributions made on account of an Unforeseeable Emergency, or my death, will be made in a single lump sum payment.

4. Deemed Investment of Deferred Fee Stock Account. I understand that each amount credited to my Deferred Fee Stock Account pursuant to this Agreement shall be deemed to be invested in Stock Units until payment/distribution of the balance of the subaccount relating thereto. I also understand that this deemed investment is merely a device used to determine the amount payable to me under the Plan and does not provide me with any actual rights or interests in any shares of Common Stock or any other particular funds, securities or property of the Company or any of its affiliates. I also understand that my right to receive payments/distributions under the Plan makes me a general creditor of the Company with no greater right or priority than any other general creditor of the Company.

5. Miscellaneous. I understand that this Agreement is subject to the terms, conditions and limitations of the Plan, as in effect from time to time, in all respects and that, except as expressly permitted by the Plan, all elections made in this Agreement are irrevocable. I acknowledge that I have received, read and understand the Plan document. I agree to accept as final and binding all decisions and interpretations of the Committee and the Company relating to the Plan and this Agreement.

NAME OF NON-EMPLOYEE DIRECTOR: ___________________________________________

SIGNATURE: ____________________________________

DATE: ___________________________________________

SSN: ____________________________________________

Received and accepted on behalf of the Committee or the Company on this ____ day of ____________.

By: ______________________________________

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