Exhibit 10.29  






     



	
DATA I/O

CORPORATION  	
RESTRICTED STOCK AWARD AGREEMENT  






     



	
AWARDED TO 	
GRANT DATE 	
NUMBER OF SHARES OF

RESTRICTED STOCK 	
MARKET PRICE ON DATE

OF AWARD 	
VESTING SCHEDULE 






     




	
 	
 	
 	
 	
Annually Over 4 Years





     







	1. 	  	 The
Award.    Data I/O Corporation, a Washington corporation (“Data                I/O”),
hereby grants to you as of the above Grant Date the above number of
               restricted shares of Data I/O common stock, no par value per share (the
               “Shares”) on the terms and conditions contained in this
Restricted                Stock Award Agreement (this “Agreement”) and the Data
I/O Corporation                2000 Stock Compensation Incentive Plan, as amended (the
“Plan”).  






	2. 	  	Restricted
Period.    The “Restricted Period” shall mean with                respect to
any Shares, the period of time during which such Shares are unvested.  






	3. 	  	Restrictions.   
The unvested Shares shall be subject to the following                restrictions during
the Restricted Period:  






	  	(a) 	  	The
unvested Shares shall be subject to forfeiture to Data I/O as provided in           this
Agreement and the Plan.  






	  	(b)  	  	The
unvested Shares may not be sold, assigned, transferred or pledged during the
                    Restricted Period. You may not transfer the right to receive the
unvested                     Shares, other than by will or the laws of descent and
distribution, and any such                     attempted transfer shall be void.  






	  	(c)  	  	The
unvested Shares will be issued in your name, either by book-entry
                    registration or issuance of a stock certificate, which certificate
will be held                     by Data I/O. If any certificate is issued, the
certificate will bear an                     appropriate legend referring to the
restrictions applicable to the unvested                     Shares.  






	  	(d)  	  	Any
stock dividends or such other distributions paid on the unvested Shares
                    during the Restricted Period shall be held by Data I/O until such
unvested                     Shares vest, at which time Data I/O will pay you all such
dividends and other                     distributions, less any applicable tax
withholding amounts relating to such                     vested Shares. If the unvested
Shares are forfeited as described in Section 4 of                     this Agreement,
then all rights to such payments shall also be forfeited.  






	4. 	  	Forfeiture.   
In the event your employment is terminated prior to full                vesting of the
Shares, your rights to all of the unvested Shares shall be                immediately and
irrevocably forfeited, unless your termination is by                reason of a
Change of Control as described and provided for in the Plan.  






	6. 	  	Rights.   
Upon issuance of the Shares, you shall, subject to the                restrictions of
this Agreement and the Plan, have all of the rights of a                shareholder with
respect to the Shares, including the right to vote the Shares                and receive
any cash dividends and any other distributions thereon, unless and                until
the Shares are forfeited. Cash dividends will be paid to you at the time
               such dividends are paid on shares of Data I/O common stock, less any
applicable                tax withholding amounts.  






	7. 	  	Income
Taxes.    You are liable for any federal and state income or other                taxes
applicable upon the grant of the Restricted Stock if you make an election
               under Section 83(b) of the Internal Revenue Code of 1986, as amended,
within 30                days of the date of grant, or upon the lapse of the restrictions
on the Shares,                and the subsequent disposition of the Shares, and you
acknowledge that you                should consult with your own tax advisor regarding
the applicable tax                consequences. Upon the lapse of the restrictions on the
Shares, Data I/O will                withhold from the Shares the number of Shares having
a fair market value equal                to the amount of all applicable taxes required
by Data I/O to be withheld upon                the lapse of the restrictions on the
Shares. In the alternative, prior to the                end of the Restricted Period, you
may notify Data I/O that you shall promptly                pay to Data I/O in cash, or in
previously acquired shares of Data I/O common                stock having a fair market
value equal to the amount of, all applicable taxes                required by Data I/O to
be withheld or collected upon the lapse of the                restrictions on the Shares.  






	8. 	  	Terms
and Conditions.    This Agreement does not guarantee your continued
               employment or alter the right of Data I/O or its affiliates to terminate
your                employment at any time. By signing below, you and Data I/O agree this
restricted                stock award is granted under and governed by the terms and
conditions of the                Plan. In the event of any conflict between the
provisions of this Agreement and                the Plan, the provisions of the Plan
shall govern.  









	
Employee:  _______________________________________


________________________________________________ 	
DATA I/O CORPORATION 



By:  _______________________________________


Its:  _______________________________________