Option Award. Subject to the terms of the Equity Incentive Plan and the form of stock option agreement issued thereunder, on the Effective Date, the Company will issue the Executive an incentive stock option under Section 422 of the Code (as defined below) to purchase (the “Option Award”) 261,000 shares of the Company’s Class A common stock (the “Shares”). The Option Award shall include the following additional terms: # the exercise price per share shall be equal to the Fair Market Value (as defined in the Equity Incentive Plan) of a share of the Company’s Class A common stock on the date of grant of the Option Award; # subject to the Executive’s continued employment and the terms and conditions of the Equity Incentive Plan, the Shares subject to the Option Award shall vest and become exercisable as follows: # 25% of the Shares shall vest and become exercisable on the Effective Date; # 25% of the Shares shall vest and become exercisable on the date that the Company completes a Qualified Financing (as defined below); and # of the remaining Shares subject to the Option Award, 25% of such number remaining shall vest and become exercisable on the one (1) year anniversary of the grant date, and the remainder shall vest in equal monthly installments on the last day of each full month over the next thirty-six (36) months, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and # upon the occurrence of a Change in Control (as defined below) all of the Shares subject to the Option Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Option Award and the Equity Incentive Plan. For the purposes of this Agreement, “Qualified Financing” shall mean the Company’s closing of the sale and issuance of shares of the Company’s equity securities following the date hereof in a single transaction or a series of related transactions yielding aggregate gross proceeds to the Company of at least $15,000,000, excluding proceeds received from the exercise of warrants, options or other derivative securities outstanding on the Effective Date.

Subject to the terms and conditions of this Agreement, the Plan and the Grant Details, the Company hereby grants the Option to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at www.netbenefits.fidelity.com (or any successor equity administration system selected by the Company to manage the Plan from time to time). The Grant Details, which set forth the number of Shares underlying the Option, the grant price which is the per Share exercise price of the Option, the Grant Date of the Option, and the vesting schedule of the Option (among other information), are hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement.

Subject to the terms and conditions of this Agreement, the Plan and the Grant Details, the Company hereby grants the Option to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at www.netbenefits.fidelity.com (or any successor equity administration system selected by the Company to manage the Plan from time to time). The Grant Details, which set forth the number of Shares underlying the Option, the grant price which is the per Share exercise price of the Option, the Grant Date of the Option, and the vesting schedule of the Option (among other information), are hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement.

Option Award Agreements. Notwithstanding anything to the contrary in this Policy, each Annual Award, New Director Award and Prorated Initial Annual Award shall be subject to the terms and conditions of the Equity Plan and the Additional Terms.

that the EMI Option is granted under the provisions of [Schedule 5];

. Each grant of an Option under the Plan shall be evidenced by a Stock Option Award Agreement between the Participant and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Award Agreement. The Stock Option Award Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Award Agreements entered into under the Plan need not be identical.

Performance-based Option Award. Subject to approval by the Board, the Company may at its discretion grant the Executive an option to purchase up to 100,000 shares of the Company’s common stock (the “Performance-based Option Award”) subject to vesting based on the Company’s achievement of certain performance-based metrics that may be determined by the Board or the Compensation Committee. The exercise price per share of any Performance-based Option Award will be the fair market value as determined by the Board when any Performance-based Option Award may be granted. Other terms applicable to any Performance-based Option Award will be subject to terms as determined by the Board or the Compensation Committee.

Time-Based Option Award. 450,000 time-based options to purchase ordinary shares of SMART with an exercise price equal to the closing price on the date of grant. These options will vest in four equal tranches of 25% (or 112,500 ordinary shares) on each annual anniversary of the grant date provided that at such time you are serving as CEO or Co-CEO.

Award Agreement for Option Grant. Option grants shall be evidenced by an Award Agreement, pursuant to [Section 3.4]. All Award Agreements evidencing Options intended to qualify as performance-based compensation as described in [Section 162(m)(4)(C)] of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. All Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

Plan under which Stock Award is granted: Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan.