##### 



Exhibit 10.2
 HUTCHINSON TECHNOLOGY INCORPORATED
1996 INCENTIVE PLAN
(As Amended and Restated January 30, 2008)
 *[Form of]*  Non-Statutory Stock Option Agreement  (Director)
  Name of Optionee:
    
    *[Optionees Name]*No. of Shares Covered:
    
    *[Number of shares]*Exercise Price Per Share:
    
    $*[     ]*Date of Grant:
    
    *[Date]*Expiration Date:
    
    *[Date]*
  Recitals




---



##### 



Terms and Conditions
 1.
    
    Grant.  The Optionee is granted this Option to purchase the number of Shares
specified at the beginning of this Agreement.
 2.
    
    Exercise Price.  The price to the Optionee of each Share subject to this Option will
be the exercise price specified at the beginning of this Agreement (which price may not be
less than the Fair Market Value of a Share as of the date of grant).
 3.
    
    Non-Statutory Stock Option.  This Option is not intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the Code).
 4.
    
    Exercise Schedule.  This Option will vest (a) as to 50% of the Shares covered hereby,
on the second anniversary of the date of the grant of this Option, and (b) as to the remaining
50% of the Shares covered hereby, on the third anniversary of the date of the grant of this
Option. If this Option has not expired prior thereto, it may be exercised in whole or in part
with respect to any Shares as to which this Option has vested.
  5.
    
    Expiration.  This Option will expire at 5:00 p.m. Central Time on the earliest of:
 (a)
    
    the expiration date specified at the beginning of this Agreement;(b)
    
    the last day of the period following the termination of employment of the Optionee
during which this Option can be exercised (as specified in Section 7 of this Agreement);
or(c)
    
    the date (if any) fixed for cancellation pursuant to Section 9 of this Agreement.
  6.
    
    Procedure to Exercise Option.
 Method of Exercise
 2




---



##### 



Tender of Payment
 (a)
    
    cash;(b)
    
    to the extent permitted by law, a broker-assisted cashless exercise in which the
Optionee irrevocably instructs a broker to deliver proceeds of a sale of all or a portion
of the Shares to be issued pursuant to the exercise (or a loan secured by such Shares) to
the Company in payment of the purchase price of such Shares;(c)
    
    by delivery to the Company or its designated agent of unencumbered Shares having an
aggregate Fair Market Value on the date of exercise equal to the purchase price of such
Shares; or(d)
    
    by a reduction in the number of Shares delivered to the Optionee upon exercise,
such number of Shares having an aggregate Fair Market Value on the date of exercise equal
to the purchase price of such Shares.
  Issuance of Shares
 7.
    
    Employment Requirement.  This Option may be exercised only while the Optionee remains
employed with the Company or a parent or subsidiary thereof, and only if the Optionee has been
continuously so employed since the date of this Agreement; provided that:
 (a)
    
    this Option may be exercised for three months following the day the Optionees
employment by the Company ceases if such cessation of employment is for a reason other
than Cause, death or disability, but only to the extent that it was exercisable
immediately prior to termination of employment;(b)
    
    this Option may be exercised within three years after the Optionees employment by
the Company ceases if such cessation of employment is because of death or disability;
 3




---



##### 



(c)
    
    if the Optionees employment terminates after a declaration made pursuant to
Section 13 of the Plan in connection with an Event, this Option may be exercised at any
time permitted by such declaration;(d)
    
    notwithstanding paragraph (a) of this Section 7, if the Optionee has served as a
director of the Company for at least five years (whether or not consecutive), then this
Option may be exercised at any time within three years following the day the Optionee
ceases to be a member of the Board, but only to the extent that it was exercisable
immediately prior to such cessation of membership; and(e)
    
    notwithstanding paragraphs (a), (b) and (d) of this Section 7, if (i) the Optionee
has served as a director of the Company for at least five years (whether or not
consecutive), and (ii) the Optionee ceases to be a member of the Board after the Optionee
has reached age 65, then this Option may be exercised at any time during its full
original term (i.e., before 5:00 p.m., Central Time, on the expiration date specified at
the beginning of this Agreement) but only to the extent that it was exercisable
immediately prior to termination of employment.
  8.
    
    Acceleration of Option.  This Option may be exercised in full, regardless of whether
such exercise occurs prior to a date on which this Option would otherwise vest, upon
termination of the Optionees employment with the Company and any parent or subsidiary thereof
due to the death or disability of the Optionee; provided that the Optionee has been
continuously employed by the Company or a parent or subsidiary thereof between the date of
this Agreement and the date of such death or disability.
 9.
    
    Change in Control.  In the event there is a Change in Control of the Company during
the term of this Option, the effect of that Change in Control shall be as provided in Section
12 of the Plan as in effect on the date of this Agreement. In connection with a proposed
Change in Control of the Company that would also constitute an Event, any of the actions
described in Section 13 of the Plan as in effect on the date of this Agreement may be taken.
 10.
    
    Limitation on Transfer.  Except as otherwise provided in this Section 10, while the
Optionee is alive, only the Optionee or his/her guardian or legal representative may exercise
this Option. Except as otherwise provided in this Section 10, this Option may not be assigned
or transferred other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order. This Option may be transferred at any time that it
remains outstanding and unexpired to (a) any member of the Optionees immediate family (as
such term is defined in Rule 16a-1(e) promulgated under the Securities Exchange Act of 1934,
as amended, or any successor rule or regulation), (b) one or more trusts whose beneficiaries
are members of the Optionees immediate family or the Optionee, or (c) partnerships in which
such family members or the Optionee are the only partners; provided, however, that the
Optionee receives no consideration for the transfer. Following any such transfer, this
Option, when
 4




---



##### 



11.
    
    No Shareholder Rights Before Exercise.  No person may have any of the rights of a
shareholder of the Company with respect to any Share subject to this Option until the Share is
actually issued to him/her upon exercise of this Option.
 12.
    
    Changes in Capitalization.  In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, or extraordinary dividend or divestiture (including a
spin-off), or any other change in the corporate structure or Shares of the Company, such
adjustments as are authorized pursuant to Section 14 of the Plan shall be made as to the
number and kind of securities issuable upon exercise of this Option and the exercise price
hereof in order to prevent dilution or enlargement of rights of the Optionee.
 13.
    
    Interpretation of This Agreement.  All decisions and interpretations made by the
Board or the Committee with regard to any question arising hereunder or under the Plan will be
binding and conclusive upon the Company and the Optionee. If there is any inconsistency
between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
 14.
    
    Discontinuance of Employment.  This Agreement does not give the Optionee a right to
continued employment with the Company or any parent or subsidiary of the Company, and the
Company or any such parent or subsidiary employing the Optionee may terminate his/her
employment at any time and otherwise deal with the Optionee without regard to the effect it
may have upon him/her under this Agreement.
 15.
    
    Option Subject to Plan, Articles of Incorporation and By-Laws.  The Optionee
acknowledges that this Option and the exercise thereof is subject to the Plan, the Articles of
Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of
the Company, and any applicable federal or state laws, rules or regulations.
 16.
    
    Obligation to Reserve Sufficient Shares.  The Company will at all times during the
term of this Option reserve and keep available a sufficient number of Shares to satisfy this
Agreement.
 17.
    
    Binding Effect.  This Agreement is binding in all respects on the heirs,
representatives, successors and assigns of the Optionee.
 18.
    
    Choice of Law.  This Agreement is entered into under the laws of the State of
Minnesota and will be construed and interpreted thereunder (without regard to its conflict of
law principles).
 5




---



##### 



*[OPTIONEES NAME]*HUTCHINSON TECHNOLOGY INCORPORATED*[Name of Authorized Officer]*
*[Title of Authorized Officer]* 6