2005 DIRECTOR STOCK OPTION PLAN
The purpose of this 2005 Director Stock Option Plan (the "Plan") is to advance the interest of ASTRONICS
CORPORATION, a New York corporation (the "Company"), by encouraging the efforts of directors of the Company who are
not employees, by heightening the desire of such persons to continue in their service and by assisting the Company to
compete effectively with other enterprises for new directors.
GRANTING OF OPTIONS
Subject to the terms and conditions of this Plan, the Company may issue options ("Options") to purchase up to two
hundred thousand (200,000) shares of its $.01 par value Common Stock ("Shares") to persons eligible to participate under
Section 4.1 below. Two hundred thousand (200,000) of the Company's authorized but unissued shares of Common Stock are
hereby reserved for issuance under this Plan; provided, however, that treasury shares shall also be available for issuance under
this Plan at the Company's discretion. Any Share subject to an Option that terminates for any reason other than exercise may be
made subject to a subsequent Option.
3.1 Effective Date.
This plan shall become effective upon its adoption by the Board of Directors. The Plan shall be submitted to the
shareholders of the Company for their approval within twelve months of such adoption. No Option shall be exercisable unless
and until the shareholders of the Company have approved the Plan.
This Plan shall terminate when all of the Shares have been acquired through exercise of Options unless sooner terminated
by the Board of Directors. Any Option outstanding under this Plan at the time of its termination shall remain in effect in
accordance with its terms and conditions and those of this Plan.
4.1 Eligible Directors.
Options may be granted to directors of the Company unless at the time of