Exhibit
10.1

    


    NU
HORIZONS ELECTRONICS CORP.

    2002
OUTSIDE DIRECTORS' STOCK OPTION PLAN, AS AMENDED

    


    


    1.           Purposes of the
Plan.  The purposes of this 2002 Outside Directors' Stock
Option Plan are to attract and retain highly skilled individuals as Directors of
the Company, to provide additional incentive to the Outside Directors of the
Company to serve as Directors, and to encourage their continued service on the
Board.

    


    All
options granted hereunder shall be “non-statutory stock options.”

    


    2.           Definitions.  As
used herein, the following definitions shall apply:

    


    (a)          “Board” means the
Board of Directors of the Company.

    


    (b)          “Code” means the
Internal Revenue Code of 1986, as amended.

    


    (c)          “Change in Control”
means a change of control of the Company, or in any person directly or
indirectly controlling the Company, which shall mean:

    


    (i)           a
change in control as such term is presently defined in Regulation 240.12b-(2)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
or

    


    (ii)           if
any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange
Act) other than the Company or any “person” who on the date of this Agreement is
a director or officer of the Company, becomes the “beneficial owner” (as defined
in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of
the Company representing twenty percent (20%) or more of the voting power of the
Company’s then outstanding securities; or

    


    (iii)           if
during any period of two (2) consecutive years during the term of this Plan,
individuals who at the beginning of such period constitute the Board of
Directors, cease for any reason to constitute at least a majority
thereof.

    


    (d)         “Common Stock” means
the Common Stock of the Company, par value $0.0066 per share.

    


    (e)          “Company” means Nu
Horizons Electronics Corp., a Delaware corporation.

    


    (f)           “Director” means a
member of the Board.

    


    (g)          “Employee” means any
person, including officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company.  The payment of a Director’s fee or
consulting fee by the Company shall not be sufficient in and of itself to
constitute “employment” by the Company unless the Director and the Company agree
that, as a result of payment of such fees in connection with services rendered,
such Director should not be considered an Outside Director.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (h)      
   “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    (i)           “Fair Market Value”
means, as of any date, the value of Common Stock determined as
follows:

    


    (i)           If
the Common Stock is listed on any established stock exchange or national market
system, including without limitation the Nasdaq National Market, the Fair Market
Value of a Share of Common Stock shall be the closing sale price for such stock
(or the closing bid, if no sales were reported), as quoted on such system or
exchange (or, if more than one, on the exchange with the greatest volume of
trading in the Company=s Common Stock) on the day of determination, as reported
in The Wall Street Journal or such other source as the Board deems
reliable;

    


    (ii)           If
the Common Stock is quoted on Nasdaq (but not on the National Market) or
regularly quoted by a recognized securities dealer, but selling prices are not
reported, the Fair Market Value of a Share of Common Stock shall be the mean
between the high and low asked prices for the Common Stock on the date of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable, or;

    


    (iii)           In
the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board.

    


    (j)           “Option” means an
option to purchase Common Stock granted pursuant to the Plan.

    


    (k)          “Optioned Stock” means
the Common Stock subject to an Option.

    


    (l)           “Optionee” means an
Outside Director who receives an Option.

    


    (m)         “Outside Director”
means a Director who is not an Employee.

    


    (n)          “Plan” means this 2002
Outside Directors' Option Plan.

    


    (o)          “Share” means a share
of the Common Stock, as adjusted in accordance with Section 10 of the
Plan.

    


    3.           Stock Subject to the
Plan.  Subject to the provisions of Section 10 of the Plan, the
maximum aggregate number of Shares which may be optioned and sold under the Plan
is 600,000 Shares (the “Pool”) of Common Stock.  The Shares may be
authorized, but unissued, or reacquired Common Stock. If an
Option expires or becomes unexercisable without having been exercised in full,
the unpurchased Shares which were subject thereto shall become available for
future grant or sale under the Plan (unless the Plan has
terminated).

    


    


    4.           Administration of and Grants
under the Plan.

    


    (a)          Administration.  Except
as otherwise required herein, the Plan shall be administered by the
Board.  Except as provided in Section 4(b) hereof, all grants of
Options to Outside Directors under this Plan shall be automatic and
nondiscretionary and shall be made strictly in accordance with the following
provisions:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              Discretionary Option
      Grants.

            


    

    (i)           The
Board may, in its sole discretion, determine to grant Options to any Outside
Director at or about the time that such Outside Director first becomes elected
or appointed to the Board.  The amount of any Options granted shall be
as determined by the Board at the time of such grant.  The terms of
such initial Option shall be as set forth in Section 4(c)(iii)
hereof.

    


    
      	
               
      

            	
              (c)

            	
              Automatic Option
      Grants.

            


    

    


    (i)           Except
as provided in Section 4(b), no person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of Shares
to be covered by Options granted to Outside Directors.

    


    (ii)           At
each annual stockholder meeting during the term of this Plan commencing with the
annual meeting held in 2004, each Outside Director shall automatically receive
an additional option to purchase 15,000 Shares (the “Annual Option”), provided
that the grant of an Annual Option shall be subject to the person’s continued
service as an outside Director.

    


    (iii)           The
terms of each Option granted hereunder shall be as follows:

    


    (1)           Each
Option shall terminate, if not previously exercised or otherwise terminated, on
a date ten (10) years after the date of grant.

    


    (2)           Each
Option shall be exercisable only while the Outside Director remains a Director
of the Company, except as set forth in Section 8 hereof.

    


    (3)           The
exercise price per Share of each Option shall be 100% of the Fair Market Value
per Share on the date of grant of the Option.

    


    (4)           Each
Option shall become exercisable in installments as follows: up to 33-1/3% on the
date of grant; up to 66-2/3% on and after the first anniversary of the date of
grant; and up to 100% on and after the second anniversary of the date of
grant.

    


    (iv)           In
the event that any Option granted under the Plan would cause the number of
Shares subject to outstanding Options plus the number of Shares previously
purchased upon exercise of Options to exceed the Pool, then each such automatic
grant shall be for that number of Shares determined by dividing the total number
of Shares remaining available for grant by the number of Outside Directors on
the automatic grant date.  No further grants shall be made until such
time, if any, as additional Shares become available for grant under the Plan
through action of the stockholders to increase the number of Shares which may be
issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.

    


    (c)           The
Board has the authority to interpret the Plan and to prescribe the rules and
regulations relating thereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    5.           Eligibility.  Options
may be granted only to Outside Directors.  Except as provided in
Section 4(b), all Options shall be automatically granted in accordance with the
terms set forth in Section 4(c).

    


    The Plan
shall not confer upon any Optionee any right with respect to continuation of
service as a Director or nomination to serve as a Director, nor shall it
interfere in any way with any rights which the Director or the Company may have
to terminate his or her directorship at any time.

    


    6.           Term of
Plan.  The Plan shall become effective upon the earlier to
occur of September 12, 2002, the date of its adoption by the Board, or its
approval by the stockholders of the Company as described in Section 16 of the
Plan.  It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 11 of the Plan.

    


    7.           Option Exercise Price and
Consideration.

    


    (a)           Exercise
Price.  The per Share exercise price for Optioned Stock shall
be 100% of the Fair Market Value per Share on the date of grant of the
Option.

    


    (b)           Form of
Consideration.  The consideration to be paid for the Shares to be
issued upon exercise of an Option may consist of (i) cash, (ii) check, (iii)
other shares of the Company’s Common Stock which have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, or (iv) consideration received by the
Company under any cashless exercise program implemented by the Company in
connection with the Plan.

    


    8.           Exercise of
Option.

    


    (a)           Procedure for Exercise;
Rights as a Stockholder.  Any Option granted hereunder shall be
exercisable at such times as are set forth in Section 4(c)(iii)
hereof.

    


    An Option
may not be exercised for a fraction of a Share.

    


    An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the option is exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under Section 7(b)
of the Plan. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of
the stock certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the option. A share certificate
for the number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 10 of the
Plan.

    


    Except as
otherwise provided in Section 3, exercise of an Option in any manner shall
result in a decrease in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the option, by the number of
Shares as to which the option is exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     (b)           Termination of Status as a
Director.  If an Outside Director ceases to serve as a
Director, he may, but only within three (3) months after the date he ceases to
be a Director of the Company, exercise his Option to the extent that he was
entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after its term has
expired.  To the extent that the Director was not entitled to exercise
an Option at the date of such termination, or if he does not exercise such
Option (which he was entitled to exercise) within the time specified herein, the
Option shall terminate.

    


    (c)           Disability of
Optionee.  Notwithstanding the provisions of Section 8(b)
above, in the event an Optionee is unable to continue his service as a Director
as a result of his total and permanent disability (as defined in Section
22(e)(3) of the Code), he may, but only within twelve (12) months from the date
of termination, exercise his Option to the extent he was entitled to exercise it
at the date of such termination.  Notwithstanding the foregoing, in no
event may the Option be exercised after its term has expired.  To the
extent that he was not entitled to exercise the Option at the date of
termination, or if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall
terminate.

    


    (d)           Death of
Optionee.  In the event of the death of an Optionee during the
term of an Option, the Option shall be exercisable to the extent it was
exercisable at the date of termination, at any time within twelve (12) months
following the date of death, by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or
inheritance.  Notwithstanding the foregoing, in no event may the
Option be exercised after its term has expired.

    


    9.           Non-Transferability of
Options.  Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution.  Options may be exercised, during
the lifetime of the Optionee, only by the Optionee.

    


    10.           Adjustments Upon Changes in
Capitalization, Dissolution, Merger, Asset Sale or Change in
Control.

    


    (a)           Changes in
Capitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, as applicable, and
the number of Shares issuable pursuant to the automatic grant provisions of
Section 4 hereof shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, spin off, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.”  Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to an Option.

    


    (b)           Dissolution or
Liquidation.  In the event of a proposed dissolution or
liquidation of the Company, Options shall become fully vested and fully
exercisable, including as to Shares as to which it would not otherwise be
exercisable.  To the extent an Option remains unexercised at the time
of the dissolution or liquidation, the Option shall terminate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (c)           Merger or Asset
Sale.  In the event of a merger of the Company with or into
another corporation or the sale of substantially all of the assets of the
Company, outstanding Options may be assumed or equivalent options may be
substituted by the successor corporation or a parent or subsidiary thereof (the
“Successor Corporation”).  If an Option is assumed or substituted for,
the Option or equivalent option shall continue to be exercisable as provided in
Section 4 hereof for so long as the Optionee serves as a Director or a director
of the Successor Corporation.  Following such assumption or
substitution, if the Optionee’s status as a Director or director of the
Successor Corporation, as applicable, is terminated other than upon a voluntary
resignation by the Optionee, the Option or option shall become fully
exercisable, including as to Shares for which it would not otherwise be
exercisable. Thereafter, the Option or option shall remain exercisable in
accordance with Sections 8(b) through (d) above.

    


    If the
Successor Corporation does not assume an outstanding Option or substitute for it
an equivalent option, the Option shall become fully vested and exercisable,
including as to Shares for which it would not otherwise be exercisable. In such
event the Board shall notify the Optionee that the Option shall be fully
exercisable for a period of sixty (60) days from the date of such notice, and
upon the expiration of such period the Option shall terminate.

    


    For the
purposes of this Section 10(c), an Option shall be considered assumed if,
following the merger or sale of assets, the Option confers the right to purchase
or receive, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding
Shares).

    


    (d)           Change in
Control.  In the event of a Change in Control, at the option of
the Board, (a) all Options outstanding on the date of such Change in Control
shall become immediately and fully exercisable, and (b) an Optionee will be
permitted to surrender for cancellation within sixty (60) days after such Change
in Control any Option or portion of an Option which was granted more than six
(6) months prior to the date of such surrender, to the extent not yet exercised,
and to receive a cash payment in an amount equal to the excess, if any, of the
Fair Market Value (on the date of surrender) of the shares of Common Stock
subject to the Option or portion thereof surrendered, over the aggregate
purchase price for such Shares under the Option.

    


    11.           Amendment and Termination of
the Plan.

    


    (a)           Amendment and
Termination.  The Board may at any time amend, alter, suspend,
or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent.  In
addition, to the extent necessary and desirable to comply with any applicable
law or regulation, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.

     

    (b)           Effect of Amendment or
Termination.  Any such amendment or termination of the Plan
shall not affect Options already granted and such Options shall remain in full
force and effect as if this Plan had not been amended or
terminated.  The Board shall not have the right to reprice any
outstanding Options without the affirmative vote of a majority of all
stockholders voting on the repricing proposal.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    12.           Time of Granting
Options.  The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4
hereof.  Notice of the determination shall be given to each Outside
Director to whom an Option is so granted within a reasonable time after the date
of such grant.

    


    13.           Conditions Upon Issuance of
Shares.  Shares shall not be issued pursuant to the exercise of
an Option unless the exercise of such Option and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, state securities
laws, and the requirements of any stock exchange upon which the Shares may then
be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

    


    As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

    


    Inability
of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

    


    14.           Reservation of
Shares.  The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

    


    15.           Agreements.  Options
shall be evidenced by written option agreements in such form as the Board shall
approve.

    


    16.           Stockholder
Approval.  Continuance of the Plan shall be subject to approval
by the stockholders of the Company at or prior to the first annual or special
meeting of stockholders held subsequent to the adoption of the
Plan.  Such stockholder approval shall be obtained in the degree and
manner required under applicable state and federal law.