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                                                                   Exhibit 10(x)

                            THREE-FIVE SYSTEMS, INC.






                              AMENDED AND RESTATED
                        1994 AUTOMATIC STOCK OPTION PLAN
                                       FOR
                             NON-EMPLOYEE DIRECTORS
               (AS AMENDED AND RESTATED THROUGH FEBRUARY 12, 2001)
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                            THREE-FIVE SYSTEMS, INC.
                              AMENDED AND RESTATED
                        1994 AUTOMATIC STOCK OPTION PLAN
               (AS AMENDED AND RESTATED THROUGH FEBRUARY 12, 2001)

                                    ARTICLE I
                                     GENERAL

         1.1 PURPOSE OF THE PLAN

                  (a) ADOPTION. On March 1, 1994, the Board of Directors (the
"Board") of Three-Five Systems, Inc., a Delaware corporation (the "Corporation")
adopted the 1994 Automatic Stock Option Plan (the "Original Plan"). The
stockholders of the Company approved the Original Plan on April 12, 1994. On
October 19, 1995, the Board adopted a technical amendment to the Original Plan,
which did not require stockholder approval. On October 24, 1996, the Board
amended and restated the Original Plan as a result of recent revisions to Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"1934 Act") and to make certain other technical changes, including changes to
the vesting schedule. Although some of the amendments and restatements required
stockholder approval, all amendments became effective immediately subject to
stockholder approval at the next annual meeting, which duly occurred. The new
vesting schedule shall be applied to all outstanding options as well as all new
options. On January 28, 1999, the Board further amended and restated the
Original Plan to reduce the number of available shares for issuance by 50,000
shares. Such amendment did not require shareholder approval. On February 12,
2001, the Board further amended and restated the Original Plan in order to
adjust the automatic grants for stock splits, adjustments and other organic
changes, increase the initial and annual grants of stock to Directors, and
extend the period of exercisability for the automatic grants. Although all of
these amendments require stockholder approval, all amendments shall become
effective as of February 12, 2001 subject to stockholder approval at the next
annual meeting schedule for April 26, 2001. The extension of the period of
exercisability for automatic grants shall be effective only for all automatic
grants occurring after February 12, 2001; provided, however, that the Board of
Directors shall have the right on a case-by-case basis to extend the period of
exercisability for pre-existing grants in a manner consistent with this
amendment. The amended and restated plan shall be known as the Three-Five
Systems, Inc. Amended and Restated 1994 Automatic Stock Option Plan (the
"Plan").

                  (b) PURPOSE. The Plan is intended to promote the interests of
the Corporation by providing non-employee members of the Corporation's Board of
Directors (the "Board") the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation and an
increased personal interest in continued success and progress. Such purpose
shall be accomplished by providing for the automatic grant of options to acquire
the Corporation's Stock ("Options").

                  (c) EFFECTIVE DATE. The Plan became effective on April 12,
1994, the date the Plan was initially approved by the stockholders of the
Corporation (the "Effective Date").

                  (d) TERMINATION OF PLAN. The Plan shall terminate upon the
earlier of (i) the tenth anniversary of the Effective Date or (ii) the date on
which all shares available for issuance under the Plan shall have been issued
pursuant to the exercise of Options granted under the Plan. If the date of
termination is determined under clause (i) above, then all Option grants
outstanding on such date shall thereafter
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continue to have force and effect in accordance with the provisions of the
instruments evidencing such grants or issuances.

         1.2 ELIGIBLE PERSONS UNDER THE PLAN. The persons eligible to
participate in the Plan shall be limited to non-employee Board members, whether
or not such persons are "Non-Employee Directors" as defined in Rule
16b-3(b)(3)(i) promulgated under the 1934 Act ("Eligible Persons"). Persons who
are eligible under the Plan may also be eligible to receive option grants or
direct stock issuances under other plans of the Corporation.

         1.3 STOCK SUBJECT TO THE PLAN.

                  (a) AVAILABLE SHARES. The stock subject to the provisions of
the Plan and issuable upon the grant of Options are shares of the Corporation's
common stock, par value $.01 per share (the "Stock") and shall be drawn from
either the Corporation's authorized but unissued shares of Stock or from
reacquired shares of Stock, including shares repurchased by the Corporation on
the open market. The maximum number of shares of Stock which may be issued over
the term of the Plan shall not exceed 50,000 shares (as adjusted by this
amendment) subject to adjustment from time to time in accordance with the
provisions of this Section 1.3.

                  (b) ADJUSTMENTS FOR ISSUANCES. Should one or more outstanding
Options under this Plan expire or terminate for any reason prior to exercise in
full, then the shares subject to the portion of each Option not so exercised
shall be available for subsequent option grant under the Plan. Should shares of
Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an outstanding Option under the Plan, then the number of shares of Stock
available for issuance under the Plan shall be reduced by the gross number of
shares for which the Option is exercised, and not by the net number of shares of
Stock actually issued to the Optionholder.

                  (c) ADJUSTMENTS FOR ORGANIC CHANGES. Should any change be made
to the Stock issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Stock as a class without the Corporation's
receipt of consideration, then appropriate adjustments shall be made to (i) the
number of Options granted automatically under the Plan, (ii) the maximum number
and/or class of securities issuable under the Plan, and (iii) the number and/or
class of securities and price per share in effect under each Option outstanding.
Such adjustments to the outstanding Options are to be effected in a manner that
shall preclude the enlargement or dilution of rights and benefits under such
Options. The adjustments determined by the Board shall be final, binding and
conclusive.

                                   ARTICLE II
                             AUTOMATIC OPTION GRANTS

         2.1 TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS.

                  (a) AMOUNT AND DATE OF GRANT. During the term of this Plan,
Automatic Option Grants shall be made to each Eligible Person ("Optionholder")
as follows:

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                           (i) ANNUAL GRANTS. Each year on the Annual Grant Date
an Option to acquire 2,000 shares of Stock shall be granted to each Eligible
Person for so long as there are shares of Stock available under Section 1.3
hereof. The "Annual Grant Date" shall be the date of the Corporation's annual
stockholders meeting. Notwithstanding the foregoing, (1) any Eligible Person
whose term ended on the Annual Grant Date shall not be eligible to receive any
automatic option grants on that Annual Grant Date and (2) any Eligible Person
who has received an Automatic Option Grant pursuant to Section 2.1(a)(ii) on the
same date as the Annual Grant Date or within 30 days prior thereto, shall not be
eligible to receive an Automatic Option Grant on that Annual Grant Date.

                           (ii) INITIAL NEW DIRECTOR GRANTS. On the Initial
Grant Date, every new member of the Board who is an Eligible Person and has not
previously received a grant under Sections 2.1(a)(ii) or (iii) shall be granted
an Option to acquire 5,000 shares of Stock ("Optioned Shares") as long as there
are shares of Stock available under Section 1.3 hereof. The "Initial Grant Date"
shall be the date that an Eligible Person is first appointed or elected to the
Board.

                           (iii) INITIAL GRANTS. On the Effective Date, each
Eligible Person was granted an Option to acquire 1,000 shares of Stock.

                  (b) EXERCISE PRICE. The exercise price per share of Stock
subject to each Automatic Option Grant shall be equal to 100 percent of the fair
market value per share of the Stock on the date the Option was granted as
determined in accordance with the valuation provisions of Section 2.2 hereof
(the "Option Price").

                  (c) VESTING. Each Automatic Option Grant made pursuant to
Section 2.1(a)(i) shall become exercisable and vest in a series of 12 equal and
successive monthly installments, with the first such installment to become
exercisable one month after the Annual Grant Date. Each Automatic Option Grant
made pursuant to Sections 2.1(a)(ii) and (iii) shall become exercisable and vest
in a series of three equal and successive yearly installments, with the first
such installment to become exercisable immediately after a director's second
successive election by stockholders to the Board (the "First Vesting Date"), the
second installment to become exercisable 10 months after the First Vesting Date,
and the third installment to become exercisable 22 months after the First
Vesting Date. Each installment of an Option shall only vest and become
exercisable if the Optionholder has not ceased serving as a Board member as of
such installment date.

                  (d) METHOD OF EXERCISE. In order to exercise an Option with
respect to any vested Optioned Shares, an Optionholder (or in the case of an
exercise after an Optionholder's death, such Optionholder's executor,
administrator, heir or legatee, as the case may be) must take the following
action:

                           (i) execute and deliver to the Secretary of the
Corporation a written notice of exercise signed in writing by the person
exercising the Option specifying the number of shares of Stock with respect to
which the Option is being exercised;

                           (ii) pay the aggregate Option Price in one of the
alternate forms as set forth in Section 2.1(e) below; and

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                           (iii) furnish appropriate documentation that the
person or persons exercising the Option (if other than the Optionholder) has the
right to exercise such Option.

As soon as practicable after the Exercise Date, the Corporation shall mail or
deliver to or on behalf of the Optionholder (or any other person or persons
exercising this Option in accordance herewith) a certificate or certificates
representing the Stock for which the Option has been exercised in accordance
with the provisions of this Plan. In no event may any Option be exercised for
any fractional shares.

                  (e) PAYMENT OF OPTION PRICE. The aggregate Option Price shall
be payable in one of the alternative forms specific below:

                           (i) full payment in cash or check made payable to the
Corporation's order; or

                           (ii) full payment in shares of Stock held for the
requisite period necessary to avoid a charge to the Corporation's reported
earnings and valued at fair market value on the Exercise Date (as determined in
accordance with Section 2.2 hereof); or

                           (iii) if a cashless exercise program has been
implemented by the Board, full payment through a sale and remittance procedure
pursuant to which the Optionholder (A) shall provide irrevocable written
instructions to a designated brokerage firm to effect the immediate sale of the
Optioned Shares to be purchased and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the Optioned Shares to be purchased and (B)
shall concurrently provide written directives to the Corporation to deliver the
certificates for the Optioned Shares to be purchased directly to such brokerage
firm in order to complete the sale transaction.

                  (f) TERM OF OPTION. Each Option shall expire on the tenth
anniversary of the date on which an Automatic Option Grant was made ("Expiration
Date"). Except as provided in Section 2.4 hereof, should an Optionholder's
service as a Board member cease prior to the Expiration Date for any reason
while an Option remains outstanding and unexercised, then the Option term shall
immediately terminate and the Option shall cease to be outstanding in accordance
with the following provisions:

                           (i) The Option shall immediately terminate and cease
to be outstanding for any Optioned Shares of Stock which were not vested at the
time of Optionholder's cessation of Board service.

                           (ii) Should an Optionholder cease for any reason,
including death, to serve as a member of the Board, then the Optionholder shall
have a period of time equal to the "Service Period" (starting from the date of
such cessation of Board service) in which to exercise the Options that vested
prior to the time of such cessation of Board service. In no event, however, may
any Option be exercised after the Expiration Date of such Option.

                           (iii) For purposes of this section, the "Service
Period" for an Optionholder shall mean a length of time equal to the number of
months (rounded up) that such Optionholder has served as a member of the Board
of Directors.

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                  (g) LIMITED TRANSFERABILITY. Each Option shall be exercisable
only by Optionholder during Optionholder's lifetime and shall be neither
transferable nor assignable, other than by will or by the laws of descent and
distribution following Optionholder's death.

         2.2 FAIR MARKET VALUE. The fair market value per share of Stock shall
be determined in accordance with the following provisions:

                  (a) If the Stock is at the time listed or admitted to trading
on any national stock exchange, then the fair market value shall be the closing
selling price per share on the date in question on the exchange determined by
the Board to be the primary market for the Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is no
reported sale of Stock on such exchange on the date in question, then the fair
market value shall be the closing selling price on the exchange on the last
preceding date for which such quotation exists.

                  (b) If the Stock is not at the time listed or admitted to
trading on any national stock exchange but is traded on the Nasdaq National
Market, the fair market value shall be the closing selling price per share on
the date in question, as such price is reported by the National Association of
Securities Dealers through the Nasdaq National Market or any successor system.
If there is no reported closing selling price for the Stock on the date in
question, then the closing selling price on the last preceding date for which
such quotation exists shall be determinative of fair market value.

         2.3 CORPORATE TRANSACTION. In the event of stockholder approval of a
Corporate Transaction, all unvested Options shall automatically accelerate and
immediately vest so that each outstanding Option shall, one week prior to the
specified effective date for the Corporate Transaction, become fully exercisable
for all of the Optioned Shares. Upon the consummation of the Corporate
Transaction, all Options shall, to the extent not previously exercised,
terminate and cease to be outstanding.

         2.4 CHANGE IN CONTROL. In the event of a Change in Control, all
unvested Options shall automatically accelerate and immediately vest so that
each outstanding Option shall, immediately prior to the effective date of such
Change in Control, become fully exercisable for all of the Optioned Shares.
Thereafter, each Option shall remain exercisable until the Expiration Date of
such Option.

                                   ARTICLE III
                                 MISCELLANEOUS

         3.1 AMENDMENT OF THE PLAN AND AWARDS.

                  (a) BOARD AUTHORITY. The Board has complete and exclusive
power and authority to amend or modify the Plan (or any component thereof) in
any or all respects whatsoever. However, no such amendment or modification shall
adversely affect rights and obligations with respect to the Optionholder at the
time outstanding under the Plan, unless the Optionholder consents to such
amendment. In addition, the Board may not, without the approval of the
Corporation's stockholders, amend the Plan to (i) materially increase the
maximum number of shares issuable under the Plan, except for permissible
adjustments under Section 3.1, (ii) extend the term of the Plan, (iii)
materially modify the eligibility requirements for Plan participation, or (iv)
materially increase the benefits accruing to Plan participants.

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                  (b) OPTIONS ISSUED PRIOR TO STOCKHOLDER APPROVAL. Options
which incorporate Plan amendments may be granted prior to any required
stockholder approval of such amendments as long as any shares of Stock actually
issued under the Plan are held in escrow until the requisite stockholder
approval is obtained. If such stockholder approval is not obtained within 12
months of the meeting of the Board approving the amendments, then (i) any
Options incorporating Plan amendments which were not approved shall terminate
and cease to be exercisable and (ii) the Corporation shall promptly refund the
purchase price paid for any Optioned Shares actually issued under the Plan and
held in escrow, together with interest for the period the shares were held in
escrow.

                  (c) RULE 16b-3 PLAN. With respect to persons subject to
Section 16 of the 1934 Act, the Plan is intended to comply with all applicable
conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated
under the 1934 Act. The Board may amend the Plan from time to time as it deems
necessary in order to meet the requirements of any amendments to Rule 16b-3
without the consent of the stockholders of the Corporation.

         3.2 TAX WITHHOLDING.

                  (a) GENERAL. The Corporation's obligation to deliver Stock
upon the exercise of Options under the Plan shall be subject to the satisfaction
of all applicable federal, state and local income tax withholding requirements.

                  (b) SHARES TO PAY FOR WITHHOLDING. The Board may, in its
discretion and in accordance with the provisions of this Section 3.2(b) and such
supplemental rules as it may from time to time adopt, provide any or all
Optionholders with the right to use shares of Stock in satisfaction of all or
part of the federal, state and local income tax liabilities incurred by such
Optionholders in connection with the exercise of their Options ("Taxes"). Such
right may be provided to any such Optionholder in either or both of the
following formats:

                           (i) STOCK WITHHOLDING. The Optionholder of an Option
may be provided with the election to have the Corporation withhold, from the
Stock otherwise issuable upon the exercise of such Option, a portion of those
shares of Stock with an aggregate fair market value equal to the percentage (not
to exceed 100 percent) of the applicable Taxes designated by the Optionholder.

                           (ii) STOCK DELIVERY. The Board may, in its
discretion, provide the Optionholder with the election to deliver to the
Corporation, at the time the Option is exercised, one or more shares of Stock
previously acquired by such individual (other than pursuant to the transaction
triggering the Taxes) with an aggregate fair market value equal to the
percentage (not to exceed 100 percent) of the Taxes incurred in connection with
such Option exercise designated by the Optionholder.

         3.3 USE OF PROCEEDS. Any cash proceeds received by the Corporation from
the sale of Stock pursuant to Options granted under the Plan shall be used for
general corporate purposes.

         3.4 REGULATORY APPROVALS. The implementation of the Plan, the granting
of any Option and the issuance of Stock upon the exercise or surrender of the
Options made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the Options granted under it, and the Stock issued pursuant to
it.

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         3.5 SECURITIES REGISTRATION. No shares of Stock or other assets shall
be issued or delivered under this Plan unless and until there shall have been
compliance with all applicable requirements of federal and state securities
laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Stock issuable under the Plan, and all applicable
listing requirements of any securities exchange on which stock of the same class
is then listed.

         3.6 CORPORATION RIGHTS. The grants of Options shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

         3.7 PRIVILEGE OF STOCK OWNERSHIP. An Optionholder shall not have any of
the rights of a stockholder with respect to Optioned Shares until such
individual shall have exercised the Option and paid the Option Price for the
Optioned Shares.

         3.8 ASSIGNMENT. The right to acquire Stock or other assets under the
Plan may not be assigned, encumbered or otherwise transferred by any
Optionholder except as specifically provided herein. The provisions of the Plan
shall inure to the benefit of, and be binding upon, the Corporation and its
successors or assigns, and the Optionholders, the legal representatives of their
respective estates, their respective heirs or legatees and their permitted
assignees.

         3.9 CHOICE OF LAW. The provisions of the Plan relating to the exercise
of Options and the vesting of shares shall be governed by the laws of the State
of Arizona, as such laws are applied to contracts entered into and performed in
such State.

         3.10 PLAN NOT EXCLUSIVE. This Plan is not intended to be the exclusive
means by which the Corporation may issue options or warrants to acquire its
shares of Stock. To the extent permitted by applicable law, any such other
options, warrants, or stock awards may be issued by the Corporation, other than
pursuant to this Plan, without stockholder approval.

                                   ARTICLE IV
                                   DEFINITIONS

         The following capitalized terms used in this Plan shall have the
meaning described below:

         "ANNUAL GRANT DATE" shall mean the date of the Corporation's annual
stockholder meeting.

         "AUTOMATIC OPTION GRANT" shall mean those automatic option grants made
on the Annual Grant Date, on the Initial Grant Date, and on the Effective Date.

         "BOARD" shall mean the Board of Directors of the Corporation.

         "CHANGE IN CONTROL" shall mean (a) a person or related group of
persons, other than the Corporation or a person that directly or indirectly
controls, is controlled by, or under common control with the Corporation,
acquires ownership of 40 percent of the Corporation's outstanding common stock
pursuant to a tender or exchange offer which the Board recommends that the
Corporation's stockholders not accept or

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(b) a change in the composition of the Board of Directors such that those
individuals who were elected to the Board at the last stockholders' meeting at
which there was not a contested election for Board membership subsequently
ceased to comprise a majority of the Board by reason of a contested election.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "CORPORATION" shall mean Three-Five Systems, Inc., a Delaware
corporation.

         "CORPORATE TRANSACTION" shall mean (a) a merger or consolidation in
which the Corporation is not the surviving entity, except for a transaction the
principal purposes of which is to change the state in which the Corporation is
incorporated; (b) the sale, transfer of or other disposition of all or
substantially all of the assets of the Corporation and complete liquidation or
dissolution of the Corporation, or (c) any reverse merger in which the
Corporation is the surviving entity but in which the securities possessing more
than 50 percent of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from
those who held such securities immediately prior to such merger.

         "EFFECTIVE DATE" shall mean April 12, 1994.

         "ELIGIBLE PERSONS" shall mean non-employee Board members as limited by
Section 1.2 hereof.

         "EXERCISE DATE" shall be the date on which written notice of the
exercise of an Option is delivered to the Corporation in accordance with Section
2.1(d) hereof.

         "EXPIRATION DATE" shall be the 10-year anniversary of the date on which
an Automatic Option Grant was made.

         "INITIAL GRANT DATE" shall mean the date that the Optionholder was
first appointed or elected to the Board.

         "OPTIONHOLDER" shall mean an Eligible Person to whom Options have been
granted.

         "OPTIONED SHARES" shall be those shares of Stock that can be acquired
by an Eligible Person.

         "OPTION PRICE" shall mean 100 percent of the fair market value per
share of the Stock on the date any Option was granted, as determined in
accordance with the valuation provisions of Section 2.2 hereof.

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         "OPTION" shall mean options to acquire Stock granted under the Plan.

         "PLAN" shall mean this stock option plan for the Corporation.

         "STOCK" shall mean shares of the Corporation's common stock, par value
$.01 per share, which may be unissued or treasury shares as the Board from time
to time determines.

         EXECUTED as of the 12th day of February, 2001.

                                        THREE-FIVE SYSTEMS, INC.,
                                        a Delaware corporation


                                        By:   Jeffrey D. Buchanan
                                              ---------------------------------
                                        Name: Jeffrey D. Buchanan
                                        Its:  Secretary


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