Amendment No. 1 to Del Global Technologies Corp. Amended and Restated Stock Option Plan

 EXHIBIT 4.1 AMENDMENT NO. 1 TO DEL GLOBAL TECHNOLOGIES CORP. AMENDED AND RESTATED STOCK OPTION PLAN (as adopted effective as of January 1, 1994 and as amended December 14, 2000) AMENDMENT NO. 1, dated July 17, 2003 (the "Amendment"), to the Amended and Restated Stock Option Plan (the "Plan"), as adopted effective as of January 1, 1994 and as amended December 14, 2000, by Del Global Technologies Corp., a New York corporation (the "Company"). All capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Plan. RECITALS WHEREAS, the Board of Directors created the Plan on January 1, 1994 and amended and restated the plan on December 14, 2000; WHEREAS, Section 8 of the Plan provides that the term of each Non-Qualified Stock Option shall be fifteen (15) years from the date of grant, subject to earlier termination as provided in the Plan; WHEREAS, the Company's Board of Directors deems it advisable to leave the term of each Option to the discretion of the Committee; WHEREAS, this amendment has been unanimously approved and adopted by the Company's Board of Directors; NOW, THEREFORE, the Plan shall be amended as follows: 1. Section 8, titled "Terms of Options" is hereby amended to read in its entirety as follows: The term of each ISO shall be for ten (10) years from the date of grant, subject to earlier termination as provided in Section 10 hereof and subject to the provisions of Section 6 hereof. The term of each NON-QUALIFIED STOCK OPTION, subject to earlier termination as provided in Section 10 hereof, shall be as determined by the Committee at the time of grant, but in no case shall the term of such NON-QUALIFIED STOCK OPTION be for more than ten (10) years from the date of grant. Any stock options expiring within the period during which the Company's shares are suspended from trading on the NASDAQ Stock Market shall be subject to an extension of 6 months from the earlier  of (i) the date trading resumes on a recognized National exchange or (ii) the filing of the Company's Form 10K for the fiscal year ended July 29, 2000, Forms 10Q for the first two quarters of fiscal 2001, and any other required filings. Any provision of the PLAN to the contrary notwithstanding, no OPTION shall be exercised after the time limitations stated in this Section 8. IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 as of the date first above written. DEL GLOBAL TECHNOLOGIES CORP. By: /s/ Samuel E. Park ------------------------------------ Samuel E. Park President and Chief Executive Officer