0000355948-03-000038 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 29th, 2003 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • Illinois

This First Amendment to Amended and Restated Revolving Credit Agreement (this “Amendment”) is entered into as of April 30, 2003 (the “Effective Date”) by and among (i) Richardson Electronics, Ltd., a Delaware corporation (the “US-Borrower”), (ii) Burtek Systems, Inc., a Canadian corporation, Richardson Electronics Canada, Ltd., a Canadian corporation (each a “Canada-Borrower”, and collectively, the “Canada-Borrowers”); (iii) Richardson Electronics Limited, an English limited liability company (the “UK-Borrower”); (iv) RESA, SNC, a French partnership, Richardson Electronique SNC, a French partnership, Richardson Electronics Iberica, S.A., a Spanish corporation, Richardson Electronics GmbH, a German limited liability company, Richardson Electronics Benelux B.V., a Dutch private limited liability company, (each a “Euro-Borrower” and collectively, the “Euro-Borrowers”), (v) Richardson Sweden Holding AB, a Swedish corporation (the “Krona-Borrower”) and (vi) Richardson Electronics KK, a comp

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SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 29th, 2003 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec • Illinois

This Second Amendment to Amended and Restated Revolving Credit Agreement (this “Amendment”) is entered into as of June 1, 2003 (the “Effective Date”) by and among (i) Richardson Electronics, Ltd., a Delaware corporation (the “US-Borrower”), (ii) Burtek Systems, Inc., a Canadian corporation, Richardson Electronics Canada, Ltd., a Canadian corporation (each a “Canada-Borrower”, and collectively, the “Canada-Borrowers”); (iii) Richardson Electronics Limited, an English limited liability company (the “UK-Borrower”); (iv) RESA, SNC, a French partnership, Richardson Electronique SNC, a French partnership, Richardson Electronics Iberica, S.A., a Spanish corporation, Richardson Electronics GmbH, a German limited liability company, Richardson Electronics Benelux B.V., a Dutch private limited liability company, (each a “Euro-Borrower” and collectively, the “Euro-Borrowers”), (v) Richardson Sweden Holding AB, a Swedish corporation (the “Krona-Borrower”) and (vi) Richardson Electronics KK, a compa

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT
Employment Agreement • August 29th, 2003 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT("Agreement") made and entered into as of this 6th day of June, 2000 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 PRINCE, an individual whose current residence address is 25331 Prado De Las Estrellas, Calabasas, CA 91302 ("Employee").

AMENDMENT TO RICHARDSON ELECTRONICS, LTD. EMPLOYEES PROFIT SHARING PLAN AND TRUST AGREEMENT
Employees Profit Sharing Plan and Trust Agreement • August 29th, 2003 • Richardson Electronics LTD/De • Wholesale-electronic parts & equipment, nec

RICHARDSON ELECTRONICS, LTD., a Delaware corporation, hereby further amends the Adoption Agreement for the Richardson Electronics, Ltd. Employees Profit-Sharing Plan and Trust Agreement dated March 8, 1996, as thereafter amended, by amending Section 1.06(b) of said agreement effective April 1, 2003, as follows, to-wit:

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