STOCK OPTION AGREEMENT
This stock option agreement ("Option") is made as of ______ (the "Effective Date"), between DUCOMMUN
INCORPORATED, a Delaware corporation (the "Corporation"), and ____________ ("Option Holder").
R E C I T A L S
This Option is being granted pursuant to the 1994 Stock Incentive Plan (the "Plan"). This Option is intended to
qualify as an incentive stock option ("Incentive Stock Option") as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). This Option expires on __________________ (the "Expiration
A G R E E M E N T S
1. Grant. The Corporation hereby grants to the Option Holder the right and option to purchase, on the terms and
conditions hereinafter set forth, all or any part of an aggregate of ____ shares of the Common Stock at the
purchase price of $______ per share, being 100% of the fair market value of the Common Stock on the date the
option is granted, exercisable from time to time in accordance with the provisions of this Agreement until the close
of business on the Expiration Date.
2. Definitions. Unless the context clearly indicates otherwise, and subject to the terms and conditions of the Plan
as the same may be amended from time to time, the following terms, when used in this stock option agreement,
shall have the meanings set forth in this Section 2.
"Common Stock" shall mean the Common Stock, $.01 par value, of the Corporation or such other class of
shares or other securities as may be applicable pursuant to the provisions of Section 7 of this stock option
"Subsidiary" shall have the meaning ascribed to that term under
Section 424(f) of the Code, and which is designated by the Committee for participation in the Plan by the key
"Committee" shall mean the Compensation Committee of the Board of Directors of the Corporation, or if there is
no such committee acting, the Board of Directors of the Corporation.
3. Conditions to Exercise. The O