EX-10.2








EXHIBIT 10.2




HUTCHINSON TECHNOLOGY INCORPORATED




RESTRICTED STOCK AGREEMENT




THIS AGREEMENT is made as of    , 200   , between Hutchinson Technology Incorporated, a
Minnesota corporation (the “Company”), and    (the “Director”).



Recitals




A. The Board of Directors of the Company (the “Board”) has approved a restricted stock program
for non-employee directors whereby said directors may irrevocably elect to receive, in lieu of cash
payments, all or any portion of the annual retainer fee of $   (the “Annual Retainer”)
paid to each non-employee director in the form of restricted stock. *[In addition, non-employee
directors may elect to receive, in lieu of cash payments, all or any portion of the fees related to
service on committees of the Board (the “Committee Retainer”), other than individual meeting
attendance fees, in the form of restricted stock.]



B. The Hutchinson Technology Incorporated 1996 Incentive Plan (the “Plan”) permits the Company
to make certain awards to non-employee directors, including awards of Shares, as defined in the
Plan.



C. The Director has made an election, dated as of December 31, 200   , *[(i)] to receive    %,
or $   , of the Annual Retainer for the six-month period commencing *[on the date of / six
months after the date of] the Company’s Annual Meeting of Shareholders in the year first above
written (at which meeting the Director was elected to the Board), *[and (ii) to receive    %, or
$   , of the Committee Retainer for the year commencing as of the date of the Company’s Annual
Meeting of Shareholders in the year first above written] in the form of restricted stock, provided
that said Director remains a member of the Board and committee on the dates such Annual Retainer
*[and Committee Retainer] become*[s] payable, and the Company has determined to make an award of
restricted stock to the Director under the Plan, such award to be governed by the terms of the Plan
and this Agreement.



Terms and Conditions





NOW, THEREFORE, the Company and the Director mutually agree as follows:




1. Grant of Restricted Stock.



(a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to
execution of this Agreement by the Director), the Company hereby grants to the Director    
Shares, which number of Shares (rounded down to the nearest whole share) is equal to (i) 1.25 times
the dollar amount of the portion of the Annual Retainer *[and Committee Retainer] payable as of the
date hereof and as to which an election by the Director has been made, divided by (ii) the fair
market value of a Share. Such Shares are subject to the restrictions provided for herein and are
referred to collectively as the “Restricted Shares” and each as a “Restricted Share.” For purposes
of this Agreement, “fair market value” of a Restricted Share shall be defined as the mean between
the high and low sale prices of a share of Company common stock on the date hereof or the most
recent Nasdaq National Market trading date to the date hereof.



(b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may
represent more than one Restricted Share) registered in the name of the Director. The Director
shall have all rights of a shareholder of the Company with respect to each Restricted Share
(including voting rights and the right to receive dividends and other distributions), except that
all restrictions provided for in this Agreement shall apply to each Restricted Share and to any
other securities distributed with respect to such Restricted Share. Each Restricted Share shall
remain restricted and subject to forfeiture by the Director to the Company unless and until such
Restricted Share has vested in the Director in accordance with all terms and conditions of this
Agreement. Each stock certificate evidencing any Restricted Share shall contain such legends and
stock transfer instructions or limitations as may be determined or authorized by the Board, in its
sole discretion, or the Chief Executive Officer of the Company, in his sole discretion; and the
Company may, in its sole discretion, retain custody of any such certificate throughout the period
during which any restrictions are in effect and require, as a condition to issuing any such
certificate, that the Director tender to the Company a stock power duly executed in blank relating
thereto.



2. Normal Vesting. Notwithstanding paragraph 4 of this Agreement, the Restricted
Shares that have not previously been forfeited shall vest immediately upon the first to occur of
the following events:




(a) Death of the Director;




	 	(b)	 	Disability of the Director preventing continued service as a
member of the Board;






	 	(c)	 	Retirement of the Director from the Board in accordance with
the policy on retirement of directors then in effect;






	 	(d)	 	Termination of service as a member of the Board with the
consent of a majority of the other members of the Board;






	 	(e)	 	Termination of service as a member of the Board resulting from
not being nominated for re-election or not being elected as a director of the
Company; or






(f) A Change in Control as defined in paragraph 12 of the Plan.



3. Issuance of Unrestricted Shares. Upon the vesting of any Restricted Shares, all
restrictions on such Restricted Shares will lapse, and the Company will, subject to the provisions
of the Plan, issue to the Director a certificate evidencing the Restricted Shares that is free of
any transfer or other restrictions arising under this Agreement.




4. Forfeiture and Transfer Restrictions.



(a) Upon the occurrence of a “Forfeiture Event” (as defined below), Restricted Shares that are
not vested pursuant to paragraph 2 of this Agreement shall be forfeited by the Director to the
Company. The Director shall thereafter have no right, title or interest whatever in such
Restricted Shares, and the Director shall immediately return to the Company any and all
certificates representing Restricted Shares so forfeited, duly endorsed in blank or accompanied by
a stock power duly endorsed in blank. A “Forfeiture Event” shall be defined as any of the
following events:




	 	(i)	 	the Director ceases to serve as a member of the
Board other than in the circumstances described in paragraph 2; or






	 	(ii)	 	the Director attempts to transfer or otherwise
dispose of any of the Restricted Shares.





(b) Until the Restricted Shares have become vested under paragraph 2 hereof, the Director
shall not transfer such Restricted Shares, and such Restricted Shares shall not be subject to
pledge, hypothecation, execution, attachment or similar process. Any attempt to sell, assign,
transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares contrary to the
provisions hereof, and any attempt to levy any attachment or pursue any similar process with
respect to them, shall be null and void.



5. Miscellaneous. This Agreement is entered into pursuant to the Plan and is subject
to all of the terms and conditions contained in the Plan, a copy of which previously has been
delivered to the Director. This Agreement shall be binding in all respects on the Director’s
heirs, representatives, successors and assigns. This Agreement shall be binding upon and inure to
the benefit of any successor of the Company. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota. This Agreement contains all terms and
conditions with respect to the subject matter hereof, and no amendment, modification or other
change hereto shall be of any force or effect unless and until set forth in a writing executed by
the Director and the Company.



IN WITNESS WHEREOF, the Director has executed this Agreement and the Company has caused this
Agreement to be executed by its duly authorized officer, all as of the day and year first above
written.




*[Name], Director




HUTCHINSON TECHNOLOGY INCORPORATED




By:


Name:



Title: