SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

REPTRON ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

[_] Fee paid previously with preliminary materials.

[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

[LOGO OF REPTRON]
- --------------------------------------------------------------------------------
14401 McCormick Drive . Tampa, Florida 33626-3046 . 813.854.2351

April 13, 2001

Dear Shareholder:

I am pleased to invite you to the Annual Meeting of Shareholders to be held on
May 15, 2001, at Reptron's headquarters located at 14401 McCormick Drive,
Tampa, Florida 33626. The meeting will begin at 9:00 a.m., local time. As we
have done in the past, in addition to considering the matters described in the
accompanying proxy statement, we will review major developments since our last
shareholders' meeting.

We hope that you will attend the meeting in person, but even if you are
planning to come, we strongly encourage you to designate the proxies named on
the enclosed card to vote your shares. This will ensure that your shares will
be represented at the meeting. The accompanying proxy statement explains more
about proxy voting. Please read it carefully. We look forward to your
participation.

Sincerely,

/s/ Michael L. Musto

Michael L. Musto
Chairman of the Board of Directors
and Chief Executive Officer

REPTRON ELECTRONICS, INC.
Notice of Annual Meeting of Shareholders
To Be Held May 15, 2001

On Tuesday, May 15, 2001, Reptron Electronics, Inc. will hold its 2001 Annual
Meeting of Shareholders at Reptron's headquarters located at 14401 McCormick
Drive, Tampa, Florida 33626. The meeting will begin at 9:00 a.m., local time.

We are holding this meeting to:

1. Elect two Class II directors to hold office for three year terms
expiring in 2004 and one Class I director to hold office for a one year
term expiring in 2002; and

2. Adopt a 2002 Incentive Stock Option Plan with 1,000,000 shares available
for issuance pursuant to the plan.

3. Amend Reptron's Non-Employee Director Stock Option Plan to increase the
number of shares available for issuance pursuant to the plan from
350,000 shares to 450,000 shares, and to extend the duration of the plan
to December 31, 2011.

4. Attend to other business properly presented at the meeting.

Your Board of Directors has selected April 2, 2001 as the record date for
determining shareholders entitled to vote at the meeting.

This proxy statement, proxy card and Reptron's 2000 Annual Report to
Shareholders are being mailed on or about April 13, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Leigh A. Lane

Leigh A. Lane
Secretary

TABLE OF CONTENTS

Page
----

QUESTIONS AND ANSWERS..................................................... 1
PROPOSALS YOU MAY VOTE ON................................................. 3
Proposal 1. Election of Directors....................................... 3
Proposal 2. Adoption of the Reptron Electronics, Inc. 2002 Incentive
Stock Option Plan...................................................... 5
Proposal 3. Amendment to the Non-Employee Director Stock Option Plan.... 7

STOCK OWNERSHIP........................................................... 10
Section 16(a) Beneficial Ownership Reporting Compliance................. 12

DIRECTORS AND EXECUTIVE OFFICERS.......................................... 13

EXECUTIVE COMPENSATION.................................................... 16
Summary Compensation Table.............................................. 16
Option Grants During Fiscal Year 2000................................... 17
Option Exercises During Fiscal Year 2000 and Fiscal Year End Option
Values................................................................. 17
10-Year Option Repricings............................................... 18
Compensation Committee Interlocks and Insider Participation............. 18
Compensation Committee Report on Executive Compensation................. 18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 20

REPTRON STOCK PRICE PERFORMANCE GRAPH..................................... 21

SHAREHOLDER PROPOSALS..................................................... 23

INDEPENDENT AUDITORS...................................................... 23

AUDIT COMMITTEE REPORT.................................................... 24
Audit Fees.............................................................. 25
Financial Information Systems Design And Implementation Fees............ 25
All Other Fees.......................................................... 25

OTHER MATTERS............................................................. 25

QUESTIONS AND ANSWERS

- --------------------------------------------------------------------------------
Q: Why did you send me this proxy statement?

A: We sent you this proxy statement and the enclosed proxy card because
Reptron's Board of Directors is soliciting your proxy to vote your shares at
Reptron's 2001 Annual Meeting of Shareholders. This proxy statement
summarizes information that we are required to provide to you under the
rules of the Securities and Exchange Commission ("SEC") and which is
designed to assist you in voting.

- --------------------------------------------------------------------------------
Q: What may I vote on?

A:(1) The election of two Class II directors to hold office for three year
terms expiring in 2004 and one Class I director to hold office for a one
year term expiring in 2002; and

(2) The adoption of a 2002 Incentive Stock Option Plan with 1,000,000 shares
available for issuance pursuant to the plan;

(3) An amendment to Reptron's Non-Employee Director Stock Option Plan to
increase the number of shares available for issuance pursuant to the plan
from 350,000 shares to 450,000 shares, and to extend the duration of the
plan to December 31, 2011; and

(4) Any other business properly presented at the Annual Meeting

- --------------------------------------------------------------------------------
Q: How does Reptron's Board of Directors recommend I vote on the proposals?

A: Reptron's Board of Directors recommends a vote FOR each of the proposals.

- --------------------------------------------------------------------------------
Q: Who is entitled to vote?

A: Only those Shareholders who owned Reptron common stock at the close of
business on April 2, 2001 (the "Record Date") are entitled to vote at the
Annual Meeting.

- --------------------------------------------------------------------------------
Q: How do I vote?

A: You may vote your shares either in person or by proxy. Whether you plan to
attend the meeting and vote in person or not, we urge you to complete the
enclosed proxy card and return it promptly in the enclosed envelope. If you
return your signed proxy card but do not mark the boxes showing how you wish
to vote, your shares will be voted FOR the proposals. You have the right to
revoke your proxy at any time before the meeting by:

. notifying Reptron's Corporate Secretary in writing;

. voting in person; or

. returning a later-dated proxy card.

- --------------------------------------------------------------------------------
Q: How many shares can vote?

A: As of the Record Date 6,371,757 shares of Reptron's common stock were issued
and outstanding. Every Reptron shareholder is entitled to one vote for each
share of common stock held on the Record Date.

- --------------------------------------------------------------------------------
Q: What is a "quorum"?

A: A "quorum" is a majority of the outstanding shares of Reptron's common
stock. The shares may be present at the meeting or represented by proxy.
There must be a quorum for the meeting to be held. If you submit a properly
executed proxy card, even if you abstain from voting, you will be considered
part of the quorum.

- --------------------------------------------------------------------------------
Q: How will voting on any other business be conducted?

A: Although we do not know of any business to be considered at the Annual
Meeting other than the proposals described in this proxy statement, if any
other business is properly presented at the Annual Meeting, your signed
proxy card gives authority to Michael Branca, Reptron's Chief Financial
Officer, and Michael L. Musto, Reptron's Chairman of the Board and Chief
Executive Officer, or either of them, to vote on such matters at their
discretion.

- --------------------------------------------------------------------------------
Q: When are the shareholder proposals for the next Annual Meeting of
Shareholders due?

A: All shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing, no later than December 17,
2001 to Leigh A. Lane, Corporate Secretary, Reptron Electronics, Inc., 14401
McCormick Drive, Tampa, Florida 33626.

- --------------------------------------------------------------------------------
Q: Who will pay for this proxy solicitation?

A: Reptron will pay all the costs of soliciting these proxies. In addition to
mailing proxy solicitation materials, our directors and employees may also
solicit proxies in person, by telephone or by other electronic means of
communication. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to our shareholders.

PROPOSALS YOU MAY VOTE ON

Proposal 1. Election of Directors
- --------------------------------------------------------------------------------

Reptron's Board of Directors is divided into three classes serving staggered
three-year terms. The current terms of the three classes of directors expire in
2001 (Class II directors), 2002 (Class I directors) and 2003 (Class III
directors). At the Annual Meeting, you and the other shareholders will elect
two individuals to serve as directors until the 2004 Annual Meeting of
Shareholders and one individual to serve until the 2002 Annual Meeting. The
Board of Directors has nominated William L. Elson and Paul J. Plante to stand
for election at the Annual Meeting for Class II director seats and John J.
Mitcham to stand for election for a Class I director seat. Detailed information
on each nominee and other members of our Board of Directors is provided on
pages 13 through 15.

The individuals named as proxies will vote the enclosed proxy for the
election of Mr. Elson, Mr. Plante and Mr. Mitcham unless you direct them to
withhold your votes. If either nominee becomes unable or unwilling to stand for
election, the Board may reduce its size or designate a substitute. If a
substitute is designated, proxies voting on the original nominee will be cast
for the substituted nominee.

Information Regarding the Board of Directors and Committees
- --------------------------------------------------------------------------------

The full Board of Directors considers all major decisions concerning
Reptron. However, the Board has established the following three standing
committees in order that certain important areas can be addressed in more depth
than may be possible in a full Board meeting:

. Compensation Committee. The Compensation Committee reviews and approves
Reptron's compensation plans covering the chief executive officer; reviews
the compensation of the other executive officers; reviews the
competitiveness of Reptron's total compensation practices; determines the
annual base salary and incentive awards to be paid to the chief executive
officer and reviews the annual base salary and incentive awards to be paid
to the other executive officers. The members of the Compensation Committee
are William L. Elson and John J. Mitcham. The Compensation Committee held no
meetings in 2000.

. Audit Committee. The Audit Committee reviews and recommends to the directors
the appointment of the independent auditors to be selected to audit the
financial statements of Reptron; reviews the engagement proposal of the
independent auditors and provides its recommendations with respect to such
proposal to the Chief Financial Officer of Reptron; inquires as to the
independence of the auditors, and obtains at least annually the auditors
written statement describing their independent status; meets with the
independent auditors and Reptron's Chief Financial Officer to review the
scope of the proposed audit for the current year, and at the conclusion of
such audit reviews the audit, including any comments or recommendations of
the independent auditors; meets with Reptron's Chief Financial Officer,
legal counsel and the independent auditors in review of Reptron's quarterly
financial statements prior to the release of Reptron's

earnings; reviews Reptron's 10-Q's and 10-K and provides Reptron's Chief
Financial Officer with their comments, if any, prior to the filing of such
documents; provides sufficient opportunity for the independent auditors to
meet with the members of the Audit Committee without members of management
present; submits the minutes of all meetings to, or discusses the matters
reviewed at each meeting with, the board of directors; investigates any
matter brought to its attention within the scope of its duties, with the
power to retain outside counsel for this purpose, as deemed necessary by
the Committee. Reptron's Board of Directors has adopted a written charter
for the Audit Committee, a copy of which is attached as Appendix A to this
proxy statement. The members of the Audit Committee are currently Vincent
Addonisio, William L. Elson and John J. Mitcham. Messrs. Addonisio and
Mitcham are independent as independence is defined in Rule 4200(a)(15) of
the National Association of Securities Dealers listing standards. Mr. Elson
is not independent as defined in Rule 4200(a)(15) of the National
Association of Securities Dealers listing standards because of his
relationship to Reptron. See the section entitled "Compensation Committee
Interlocks and Insider Participation" below. Under this Rule, a single non-
independent member of a three member audit committee would be accepted
provided he or she is not a current employee or officer of the Company nor
an immediate family member of any such persons, and the Board of Directors
believes it in the best interest of the Company and its shareholders to
have the non-independent director serve on the audit committee. The Board
of Directors has approved Mr. Elson a non-independent member of the Audit
Committee under this current NASDAQ view of the Rule because the Board
believes it is in the best interests of the Company and its shareholders
that Mr. Elson continue his participation as an audit committee member due
to his education and professional background and experience with, and his
knowledge of, Reptron. The Audit Committee held five meetings in 2000.

. Stock Option Committee. The Stock Option Committee is responsible for
selecting the recipients of options to purchase shares of Reptron's common
stock, determining the terms and conditions and number of shares of common
stock subject to each option and making any other determinations necessary
or advisable for the administration of Reptron's Incentive Stock Option
Plan and Non-Employee Director Stock Option Plan. The members of the Stock
Option Committee are Michael L. Musto and Leigh A. Lane. The Stock Option
Committee held two meetings in 2000.

Reptron does not have a nominating committee. This function is performed by
the Board of Directors. The Board of Directors met three times during 2000.
Each director attended more than 75% of the total number of meetings of the
Board and Committees on which he or she served.

Compensation of Directors
- -------------------------------------------------------------------------------

Directors who are not employees of Reptron are paid $6,000 annually plus
$1,000 for each Board meeting attended, and $1,000 for each committee meeting
attended if such meeting occurs on a day other than a scheduled meeting of the
Board of Directors. In

addition, Reptron reserved 350,000 shares (450,000 shares if Proposal 3 is
approved) of Reptron's common stock for future issuance upon the exercise of
stock options that may be granted to its non-employee directors. All directors
receive reimbursement of reasonable out-of-pocket expenses incurred in
connection with meetings of the Board of Directors. No director who is an
employee of Reptron receives separate compensation for services rendered as a
director.

Vote Required; Recommendation
- --------------------------------------------------------------------------------

The two nominees for election as Class II directors and one nominee for
Class I director will be elected at the meeting by a plurality of all the votes
cast at the meeting, meaning that the two nominees for Class II director and
one nominee for Class I director who receive the most votes will be elected. In
an uncontested election for directors, the plurality requirement is not a
factor. A properly executed proxy marked "WITHHOLD AUTHORITY" with respect to
the election of a director will not be voted with respect to the director
indicated, although it will be counted for purposes of determining whether
there is a quorum. Your Board of Directors unanimously recommends a vote FOR
each of the nominees for election as a director.

Proposal 2. Adoption of the Reptron Electronics, Inc. 2002 Incentive Stock
Option Plan.
- --------------------------------------------------------------------------------

At the Annual Meeting, you are being asked to approve the adoption of the
Reptron Electronics, Inc. 2002 Incentive Stock Option Plan (the "Reptron 2002
Plan"). If the proposed Reptron 2002 Plan is not approved by the Reptron
shareholders, the Reptron 2002 Plan will not go into effect.

Summary of Reptron 2002 Plan
- --------------------------------------------------------------------------------

The following summary of the Reptron 2002 Plan is qualified in its entirety
by the terms of the Reptron 2002 Plan, which is attached to this proxy as
Appendix B.

General. Awards granted under the Reptron 2002 Plan will consist of options
to purchase a specified number of shares of Reptron's common stock at a stated
price per share ("Options"). Options granted under the Reptron 2002 Plan will
be intended to qualify as "incentive stock options" pursuant to Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). Generally, the
exercise price per share of an Option may not be less than the mean between the
high and low sales prices of a share on The Nasdaq National Market ("Nasdaq")
on the date the Option is granted. Although the Board of Directors may amend
the Reptron 2002 Plan at any time, the Board may condition any amendment on the
approval of the shareholders if such approval is necessary or advisable with
respect to tax, securities or other applicable laws to which Reptron, the
Reptron 2002 Plan, option holders or employees are subject. Upon exercise of
any Option, payment for shares of common stock as to which the Option is
exercised shall be made in cash, by check, or wholly or partially in the form
of shares of common stock having a fair market

value equal to the exercise price. The aggregate fair market value, determined
as of the date(s) of grant, of the shares subject to incentive stock Options
granted to an employee under all of Reptron's plans and any of Reptron's
subsidiaries and that become exercisable for the first time during any calendar
year shall not exceed $100,000.

Administration. The Reptron 2002 Plan will be administered by the Stock
Option Committee. If the Board does not appoint a committee, the Board will
serve as the Stock Option Committee. The Stock Option Committee selects the
recipients of Options, determines the terms and conditions and number of shares
of common stock subject to each Option, and makes any other determinations
necessary or advisable for the administration of the Reptron ISO Plan.

Shares Subject to the Reptron ISO Plan. Upon shareholder approval, the
Reptron 2002 Plan will provide that the total number of shares of common stock
that may be purchased pursuant to Options shall not exceed 1,000,000 shares
representing approximately 15% of the currently outstanding shares. If
approved, the Reptron 2002 Plan will become effective on January 1, 2002 and
will continue until December 31, 2011, subject to the continued availability of
shares for the granting of Options under the Reptron 2002 Plan. The shares
subject to Options which expire unexercised or are terminated shall again
become available for the granting of Options under the Reptron 2002 Plan. In
the event of changes in the number or kind of outstanding shares or certain
other events, an appropriate adjustment will be made with respect to existing
and future awards.

Grants. The Stock Option Committee will be authorized to grant in its
discretion an Option under the Reptron 2002 Plan to any of Reptron's employees.
An Option becomes vested and exercisable in accordance with the schedule
specified by the committee at the time of grant. The duration of an Option will
be 10 years from the date of grant, or such shorter period as may be determined
by the Committee at the time of grant, or as may result from the death,
disability, retirement or termination of the employment of the employee to whom
the Option is granted. An Option expires in accordance with the terms specified
by the Committee on the date of grant.

Change of Control. If a change of control occurs, the Board of Directors may
vote to immediately terminate all Options outstanding under the Reptron 2002
Plan as of the date of the change of control, or may vote to accelerate the
expiration of such Options to the 10th day after the effective date of the
change of control. If the Board votes to immediately terminate an Option,
Reptron shall make a cash payment to the recipient equal to the difference
between the Option exercise price and the fair market value of the shares of
common stock that would have been subject to the terminated Option on the date
of the change of control. If at any time following a change of control an
Option holder's employment is terminated by Reptron for a reason other than
cause, all unexercised Options that: (1) are held by the recipient on the date
of such termination; (2) have neither been terminated by the Board nor expired;
(3) are not vested as of the date of termination;

and (4) with respect to which the Stock Option Committee does not provide
otherwise, shall become fully vested and shall expire on the earlier of the
90th day after the date the Option holder's employment terminates or the 10th
anniversary of the date the Option was granted.

Transferability. All Options granted under the Reptron 2002 Plan will be
nontransferable and nonassignable except by will or by the laws of descent and
distribution.

Federal Income Tax Consequences. An Option granted pursuant to the Reptron
2002 Plan results in no taxable income to the Option recipient or deduction to
Reptron at the time it is granted or exercised, although the excess, if any, of
the fair market value of the exercised shares on the date of exercise over the
aggregate exercise price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Option recipient to
alternative minimum tax in the year of exercise. If the Option recipient
retains the stock received as a result of the exercise of an Option for at
least two years from the date of the grant and one year from the date of
exercise, then any gain on the sale of such stock will be treated as capital
gain. If the shares are disposed of during this period, the Option recipient
realizes taxable ordinary income equal to the lesser of (1) the gain realized
by the Option recipient upon such disposition or (2) the difference between the
exercise price and the fair market value of the shares on the date of exercise.
Reptron receives a tax deduction only if the shares are disposed of during such
period. The deduction is equal to the amount of taxable income to the Option
recipient.

Vote Required; Recommendation
- --------------------------------------------------------------------------------

Proposal 3. Amendment to the Non-Employee Director Stock Option Plan
- --------------------------------------------------------------------------------

At the Annual Meeting, you are being asked to approve an amendment to the
Reptron Electronics, Inc. Non-Employee Director Stock Option Plan (the "Reptron
Director Plan") to provide for an increase of the number of shares of common
stock currently authorized for issuance under the Reptron Director Plan from
350,000 shares to 450,000 shares and to extend the duration of the Reptron
Director Plan until December 31, 2011. As of March 1, 2001, options to purchase
a total of 80,000 shares of common stock have been granted under the Reptron
Director Plan.

If the proposed amendment to the Reptron Director Plan is not approved by
the Reptron shareholders, the Reptron Director Plan will remain in full force
and effect, without the amendment.

Summary of Reptron Director Plan
- --------------------------------------------------------------------------------

The following summary of the Reptron Director Plan is qualified in its
entirety by the terms of the Reptron Director Plan, which is attached hereto as
Appendix C, with the proposed amendment underlined.

General. Awards granted under the Reptron Director Plan consist of Director
Options to purchase a specified number of shares of Reptron common stock at a
stated price per share ("Director Options"). Director Options granted under the
Reptron Director Plan are not intended to qualify as "incentive stock options"
pursuant to Section 422 of the Code. Generally, the exercise price per share of
a Director Option shall be designated by the Stock Option Committee on the date
the Director Option is granted. Although the Board of Directors may amend the
Reptron Director Plan at any time without the approval of the Reptron
shareholders, no amendment will be effective that: (1) materially increases the
benefits accruing to participants under the Reptron Director Plan; (2)
increases the aggregate number of shares of common stock that may be delivered
upon the exercise of Director Options; (3) materially modifies the eligibility
requirements for participation in the Reptron Director Plan; or (4) modifies
the Reptron Director Plan provisions concerning shareholder approval. Upon
exercise of any Director Option, payment for shares of common stock as to which
the Director Option is exercised shall be made in cash, by certified check, or
wholly or partially in the form of shares of common stock having a fair market
value equal to the exercise price.

Administration. The Reptron Director Plan is administered by the Stock
Option Committee. The Stock Option Committee selects the recipients of Director
Options, determines the terms and conditions and number of shares of common
stock subject to each Director Option, and makes any other determinations
necessary or advisable for the administration of the Reptron Director Plan.

Shares Subject to the Reptron Director Plan. Upon shareholder approval, the
Reptron Director Plan will provide that the total number of shares of common
stock that may be purchased pursuant to Director Options shall not exceed
450,000 shares representing approximately 7% of the currently outstanding
shares. Authority to grant Director Options under the Reptron Director Plan
will continue until December 31, 2011, subject to the continued availability of
shares for the granting of Director Options under the Reptron Director Plan.
The shares subject to Director Options which expire unexercised or are
terminated shall again become available for the granting of Director Options
under the Reptron Director Plan. In the event of changes in the number or kind
of outstanding shares or certain other events, an appropriate adjustment will
be made with respect to existing and future awards.

Grants. The Stock Option Committee is authorized to grant in its discretion
a Director Option under the Reptron Director Plan to any non-employee director
of Reptron. Unless the Committee provides otherwise at the time of grant, a
Director Option becomes vested and exercisable on the earlier of one year from
the date of grant or the death of the recipient. The duration of a Director
Option is 10 years from the date of grant, or such

shorter period as may be determined by the Committee at the time of grant, or
as may result from the death or termination of the recipient's services as a
director of Reptron. A Director Option expires 90 days following the
termination of the recipient's service as a director of Reptron. Upon
termination of a director's service by reason of death, an unexercised Director
Option shall expire within 12 months of the date of death.

Change of Control. If a change of control occurs, the Board of Directors may
vote to immediately terminate all Director Options outstanding under the
Reptron Director Plan as of the date of the change of control, or may vote to
accelerate the expiration of the Director Options to the 10th day after the
effective date of the change of control. If the Board votes to cash out or
accelerate Director Options, then all Director Options outstanding on the date
of the change of control shall be immediately 100% vested as of such date. If
the Board votes to immediately terminate a Director Option, Reptron shall make
a cash payment to the recipient equal to the difference between the Director
Option exercise price and the fair market value of the shares of common stock
that would have been subject to the terminated Director Option on the date of
the change of control.

Transferability. All Director Options granted under the Reptron Director
Plan will be nontransferable and nonassignable except by will or by the laws of
descent and distribution.

Federal Income Tax Consequences. A Director Option granted pursuant to the
Reptron Director Plan results in no taxable income to the Director Option
recipient or deduction to Reptron at the time it is granted. Upon exercising
such a Director Option, the Director Option recipient will realize taxable
ordinary income in the amount of the difference between the Director Option
exercise price and the then fair market value of the shares. Subject to the
applicable provisions of the Code, a deduction for federal income tax purposes
will be allowable to Reptron in the year of exercise in an amount equal to the
taxable ordinary income realized by the Director Option recipient.

Vote Required; Recommendation
- --------------------------------------------------------------------------------

The affirmative vote of a majority of the shares of common stock present and
entitled to vote at the Annual Meeting is required for approval. Neither
abstentions nor broker non-votes are counted in determining whether this
proposal has been approved. Your Board believes that the proposed increase in
the number of shares of common stock available for issuance under the Reptron
Director Plan, and the extension of the duration of the Reptron Director Plan
is necessary in order to continue to provide incentives to existing and future
directors of Reptron. Your Board also believes that the availability of stock
options for issuance to directors of acquired companies is important to the
success of such acquisitions. Therefore, your Board has unanimously approved,
and recommends to you, the adoption of this amendment to the Reptron Director
Plan.

STOCK OWNERSHIP

There were a total of 6,376,757 shares of Reptron Common Stock outstanding
on March 1, 2001. The following table shows the amount of Reptron common stock
beneficially owned (unless otherwise indicated) as of the close of business on
March 1, 2001 by: (1) any person who is known by Reptron to be the beneficial
owner of more than 5% of the outstanding shares of common stock, (2) Reptron's
directors, (3) the executive officers named in the Summary Compensation Table
below, and (4) all directors and executive officers of Reptron as a group.

Shares Beneficially Owned
-----------------------------
Number Percent
--------------- -------------

Directors and Named Executive Officers
Michael L. Musto (1)............................. 2,150,252 33.7%
Paul J. Plante (2)............................... 293,605 4.6%
Patrick J. Flynn (3)............................. 90,000 1.4%
Jack Killoren (4)................................ 49,800 *
Michael R. Nichols (5)........................... 101,035 1.6%
Leigh A. Lane (6)................................ 2,500 *
Vincent Addonisio (7)............................ 12,000 *
William L. Elson (8)............................. 42,300 *
John J. Mitcham (9).............................. 25,000 *
All directors and executive officers as a group
(13 persons, including those named above)....... 2,821,242 44.2%

Shareholders
Milan Mandaric (10).............................. 590,100 9.3%
One Oakwood Boulevard, Suite 200
Hollywood, Florida 33020
Ryback Management Corporation (11)............... 473,684 7.4%
7711 Carondelet Avenue
St. Louis, Missouri 63105
Forum Capital Markets LLC (12)................... 468,686 7.3%
53 Forest Ave., 3rd Floor
Old Greenwich, CT 06870
Paradigm Capital Management, Inc.(13)............ 798,700 12.5%
Nine Elk Street
Albany, New York 12207
David A. Weir, Jr. (14).......................... 477,300 7.5%
414 Loudonville Road
Loudonville, New York 12211
Dimensional Fund Advisors, Inc. (15)............. 455,600 7.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Avenir Corporation (16).......................... 461,534 7.2%
1725 K St., NW, Suite 401
Washington, DC 20006

- ---------------------
* Less than 1% of the outstanding common stock.

(1) The number of shares shown in the table includes (i) 464,848 shares held
directly by Mr. Musto; (ii) 280,700 shares issuable to the Michael L.
Musto Revocable Living Trust (the "MLM Trust") upon the conversion of the
6% Convertible Subordinated Notes due 2004 (the "Notes"), of which half
were purchased by the MLM Trust on January 7, 1999 and half were purchased
on August 26, 1999, which are convertible into shares of Reptron common
stock at the rate of 35.0877 shares of common stock per $1,000 principal
amount of the Notes; (iii) 1,277,704 shares held by MLM Investment Company
Limited Partnership ("MLMLP") of which MLM, Inc., a Nevada corporation
("MLM, Inc."), is the managing general partner; Mr. Musto is the president
and controlling shareholder of MLM, Inc., and has sole voting and
dispositive power over the shares held by MLMLP; and (iv) 127,000 shares
held by the Michael L. Musto Revocable Living Trust. Excludes 4,000 shares
subject to options that are exercisable by Mr. Musto's mother.
(2) The number of shares shown in the table includes (i) 52,000 shares held
directly by Mr. Plante; (ii) 237,500 shares subject to options that are
exercisable within 60 days of March 1, 2001; and (iii) 4,105 shares held
in an IRA and issuable to Mr. Plante's spouse upon the conversion of the
Notes.
(3) The number of shares shown in the table includes (i) 40,000 shares held
directly by Mr. Flynn; and (ii) 50,000 shares subject to options that are
exercisable within 60 days of March 1, 2001.
(4) The number of shares shown in the table includes (i) 29,800 shares held
directly by Mr. Killoren; and (ii) 20,000 shares subject to options that
are exercisable within 60 days of March 1, 2001.
(5) The number of shares shown in the table includes (i) 90,735 shares held
directly by Mr. Nichols; (ii) 300 shares held by a Custodian Account; and
(iii) 10,000 shares subject to options that are exercisable within 60 days
of March 1, 2001.
(6) The number of shares shown in the table includes only shares subject to
options that are exercisable within 60 days of March 1, 2001.
(7) The number of shares shown in the table includes (i) 2,000 shares held
directly by Mr. Addoniso, and (ii) 10,000 shares subject to options that
are exercisable within 60 days of March 1, 2001.
(8) The number of shares shown in the table includes (i) 12,300 shares held by
the William L. Elson P.C. Profit Sharing Plan; and (ii) 30,000 shares
subject to options that are exercisable within 60 days of March 1, 2001.
(9) The number of shares shown in the table includes (i) 25,000 shares held
directly by Mr. Mitcham.
(10) Reptron has reason to believe that Mr. Mandaric beneficially owns 590,100
shares.
(11) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on February 10, 1999.
(12) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the SEC on February 8, 2000.
(13) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on January 9, 2001.
(14) The number of shares shown in the table is based upon a Schedule 13D filed
with the SEC on January 22, 2001.
(15) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on February 2, 2001.
(16) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the SEC on February 15, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance
- --------------------------------------------------------------------------------

Under U.S. securities laws, directors, executive officers and persons
holding more than 10% of Reptron's common stock must report their initial
ownership of the common stock and any changes in that ownership to the SEC. The
SEC has designated specific due dates for these reports and Reptron must
identify in this proxy statement those persons who did not file these reports
when due. Based solely on its review of copies of the reports filed with the
SEC and written representations of its directors and executive officers,
Reptron believes that only the following reports were not filed in fiscal 2000:
(1) Ms. Lane failed to timely file one Form 4 reporting two transactions; (2)
Mr. Flynn failed to timely file two Form 4's reporting seven transactions; (3)
Mr. Mitcham failed to timely file one Form 4 reporting two transactions; (4)
Mr. Musto failed to timely file one Form 4 reporting two transactions; (5) Mr.
Killoren failed to timely file one Form 4 reporting one transaction and; (6)
Mr. Addonisio failed to timely file his Form 3.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information, as of March 1, 2001, concerning
Reptron's executive officers, continuing directors, and nominees for election
as directors.

Year
First
Became a
Name Position(s) Age Director
- ---- ----------- --- --------

Michael L. Musto(1)........... Chief Executive Officer and Director 59 1973
(term expiring in 2002)
Paul J. Plante................ President, Chief Operating Officer 42 1994
and Director (director nominee for a
term expiring in 2004)
Michael Branca................ Chief Financial Officer 41 --
Patrick J. Flynn.............. President--Reptron Manufacturing 59 --
Services Tampa and Gaylord
Facilities
Jack Killoren................. Vice President--Passive Component 49 --
Marketing
Michael R. Nichols............ Vice President--Sales 44 --
Keith Steenland............... Vice President--Semiconductor 53 --
Marketing
Jack Stawski.................. Vice President and Group Executive-- 56 --
Reptron Manufacturing Services Tampa
and Gaylord Divisions
Bonnie Fena................... President--Reptron Manufacturing 53 --
Services Hibbing Facility
Leigh A. Lane(1)(2)........... Corporate Credit Manager, Secretary 36 1994
and Director (term expiring in 2003)
Vincent Addonisio(3).......... Director (term expiring in 2003) 46 2000
William L. Elson(4)........... Director (director nominee for a 53 1994
term expiring in 2004)
John J. Mitcham(4)............ Director (director nominee for a 60 1998
term expiring in 2002)

- ---------------------
(1) Mr. Musto and Ms. Lane serve on Reptron's Stock Option Committee.
(2) Ms. Lane is the daughter of Mr. Musto.
(3) Mr. Addonisio serves on Reptron's Audit Committee.
(4) Messrs. Elson and Mitcham serve on Reptron's Audit and Compensation
Committees.

Michael L. Musto. Mr. Musto has been Chief Executive Officer and a director
of Reptron since its inception in 1973. He was President of Reptron from 1973
to 1999. Prior to 1973, Mr. Musto worked for nine years in electronic
components distribution for Northland Electronics and Diplomat Electronics.

Paul J. Plante. Mr. Plante was appointed President of Reptron in December
1999 and Chief Operating Officer of Reptron in January 1997 and has been a
director since 1994. Mr. Plante has been employed by Reptron since 1986, and
previously served as its Vice President of Finance, Chief Financial Officer and
Treasurer (1987-1997). From 1983-1986, he was Controller of K-Byte
Manufacturing, which is now a division of Reptron. Prior to 1983, Mr. Plante
worked for a regional accounting firm (1980-83). Mr. Plante is a Certified
Public Accountant and is a graduate of Michigan State University, with a
Bachelor of Arts degree in accounting. He also has an MBA degree from the
University of South Florida.

Michael Branca. Mr. Branca was appointed Chief Financial Officer in July
1997. Prior to joining Reptron, Mr. Branca served as Vice President of Finance
and Business Development at Utility Partners, LC. From 1982 to 1995, Mr. Branca
held various financial management positions with IBM Corporation ("IBM"),
including Division Controller for IBM's Multimedia Systems Division and
Controller for IBM's Enterprise Systems Division. Mr. Branca has a Bachelor of
Science degree in Business Management from Cornell University and an MBA in
Finance from the University of Scranton.

Patrick J. Flynn. Mr. Flynn has been employed by Reptron since 1986 as
President of Reptron Manufacturing Services. He has over 30 years of experience
in the electronics business. He was employed by the KTB Group (an engineering
firm) in Detroit from 1966 to 1983. During his employment with the KTB Group,
Mr. Flynn served in a number of capacities, including as Executive Vice
President and Chief Operating Officer. He purchased K-Byte Manufacturing from
the KTB Group in 1983 and was the sole owner of K-Byte Manufacturing prior to
its acquisition by Reptron in 1986. Mr. Flynn is a graduate of the University
of Detroit with a Bachelor of Science degree in electrical engineering.

Jack Killoren. Mr. Killoren has served as Reptron's Vice President of
Passive Component Marketing since 1998. Prior to joining Reptron, Mr. Killoren
was Senior Vice President of Marketing of Sterling Electronics, Inc. (1987-
1998), a distributor of electronic parts. He is a graduate of Southwest
Missouri State University with a Bachelor of Science degree in industrial
technology and a minor in business administration.

Michael R. Nichols. Mr. Nichols was promoted to Vice President of Sales in
1990 and is responsible for all sales activity for Reptron Distribution. Prior
to his current role, Mr. Nichols held several positions with Reptron, including
southeast regional sales manager (1985-1990), sales manager for the Tampa sales
office (1982-1985) and field salesperson. Mr. Nichols has been employed by
Reptron since 1978. He is a graduate of the University of Florida with a
Bachelor of Arts degree in management and marketing.

Keith Steenland. Mr. Steenland has served as Reptron's Vice President of
Semiconductor Marketing since 1998. Prior to joining Reptron, Mr. Steenland was
employed by Sterling Electronics, Inc., a distributor of electronic parts, as
Vice President of Semiconductor Marketing (1994-1998) and General Manager
(1993-1994).

Jack Stawski. Mr. Stawski has served as a Vice President and Group Executive
of Reptron since June, 2000. Prior to joining Reptron, Mr. Stawski was a
corporate officer and Vice President of Operations of Fansteel, Inc. from
April, 1999 to June, 2000. Mr. Stawski was Vice President of Purchasing for K-
Byte Manufacturing from December, 1998 to March, 1999. From June, 1997 to
November, 1998 Mr. Stawski was Director of Materials/Operations for Parker
Hannifan Aerospace. Prior to joining Parker Hannifan Aerospace, Mr. Stawski was
a corporate officer and Vice President of Supply Base Management for Yale
International from July, 1995 to June, 1997.

Bonitta Fena. Ms. Fena has served as President of Reptron Manufacturing
Services Hibbing Facility since May 30, 1998. Prior to joining Reptron, Ms.
Fena was President of Hibbing Electronics Corporation (1987 to 1998). From 1974
to 1987 Ms. Fena served as Vice President and co-founder of Hibbing Electronics
Corporation.

Leigh A. Lane. Ms. Lane serves as Reptron's secretary and has been a
director since 1994. Ms. Lane has served in a number of administrative
positions, including Operations Manager (1989-1991) and Corporate Credit
Manager (1991-present).

Vincent Addonisio. Mr. Addonisio has been a director of Reptron since May,
2000. Mr. Addonisio has served as an executive of IMRglobal Corp., a Florida
corporation ("IMRglobal"), a provider of end-to-end information technology
solutions, since 1998. Mr. Addonisio currently serves as Chief Administrative
Officer and Executive Vice President of IMRglobal. He has also served as a
director of IMRglobal since 1996. Mr. Addonisio was President of Parker
Communications Network, Inc., a privately-held point of sale marketing network
company, from 1997 to 1998. From 1993 to 1996, Mr. Addonisio was a director and
served in various executive positions with ABR Information Services, Inc.,
including Executive Vice President, Chief Financial Officer, and Treasurer. Mr.
Addonisio is a Certified Public Accountant and holds a Bachelor of Science
degree in Accounting from the Binghamton University (SUNY) and an MBA from the
Georgia Institute of Technology.

William L. Elson. Mr. Elson has served as Reptron's outside general counsel
since 1979 and has been a director since 1994. He has practiced law as a sole
practitioner since 1975 and worked for Coopers & Lybrand from 1973 to 1975. Mr.
Elson is a Certified Public Accountant and is a graduate of Wayne State
University, with a J.D. degree and a Bachelor of Science degree in accounting.
Mr. Elson has been of counsel to the law firm of Holland & Knight LLP in Tampa,
Florida since July, 2000.

John J. Mitcham. Mr. Mitcham has served as a director of Reptron since 1998.
Mr. Mitcham has been a strategic advisor to the Chief Executive Officer and
Board of Directors of Tricord Systems, Inc., ("Tricord"), a technology company,
since November, 2000. Prior to his current role, Mr. Mitcham held several
positions with Tricord, including Chairman of the Board of Directors (October,
1998 to November, 2000), Co-Chief Executive Officer (May, 1999 to November,
2000) and President and Chief Executive Officer (May, 1995 to April, 1999).
From 1989 to 1995, Mr. Mitcham served as President of AT&T Paradyne
Corporation, a developer and manufacturer of broad band network access products
and technology. Mr. Mitcham holds a Bachelor's degree in business
administration from the University of Houston.

EXECUTIVE COMPENSATION

Under rules established by the SEC, Reptron is required to provide certain
information concerning total compensation earned or paid to: (1) the Chief
Executive Officer of Reptron and (2) the four other most highly compensated
executive officers whose annual salaries and bonuses exceeded $100,000 during
2000 (the "Named Executive Officers").

Summary Compensation Table
- --------------------------------------------------------------------------------

The following table sets forth certain compensation information for the
Named Executive Officers.

Long-Term
Compensation
Annual Awards
Compensation(1) Securities
Name and Principal Fiscal --------------------- underlying All Other
Position Year Salary($)(2) Bonus($) Options (#) Compensation($)(3)
- ------------------ ------ ------------ -------- ------------ ------------------

Michael L. Musto........ 2000 $400,000 $ -- -- $ 152
Chairman of the Board 1999 400,000 -- -- 822
and Chief Executive
Officer 1998 400,000 -- -- 15

Paul J. Plante.......... 2000 $309,000 $60,000 -- $ 602
President and 1999 300,000 -- -- 1,514
Chief Operating Officer 1998 300,000 -- 150,000 915

Patrick J. Flynn........ 2000 $250,000 $ -- -- $ 660
President, 1999 250,000 -- -- 1,302
Reptron Manufacturing
Services 1998 250,000 -- -- 915
Tampa & Gaylord
Facilities

Jack Killoren........... 2000 $220,000 $50,000 10,000 $ 364
Vice President, 1999 220,000 30,000 10,000 822
Passive Component 1998 250,000 -- 20,000 915
Marketing

Michael R. Nichols...... 2000 $200,000 $80,000 -- $ 152
Vice President, 1999 200,000 50,000 -- 822
Sales 1998 200,000 42,000 -- 15

- ---------------------
(1) The aggregate amount of perquisites and other personal benefits, if any,
did not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for each Named Executive Officer and has therefore been
omitted.
(2) Includes any amount deferred by the executive pursuant to Reptron's 401(k)
plan.
(3) Includes annual premiums paid by Reptron for a $10,000 life insurance
policy for each of the executive officers. Also includes the amount
contributed by Reptron to the account of each Named Executive Officer under
Reptron's 401(k) plan.

Option Grants During Fiscal Year 2000
- --------------------------------------------------------------------------------

The following table sets forth information concerning options granted to the
Named Executive Officers during 2000.

Potential
Realizable Value
At Assumed
Annual
Rates of
Stock Price
Appreciation For
Individual Grants(1) Option Term(2)
- -------------------------------------------------------------------------------------- ----------------
Number of Percent of Total
Securities Options Granted Exercise or
Underlying to Employees in Base Price Expiration Expiration
Name Options Granted Fiscal Year ($/Sh) Date Date 5%($) 10%($)
- ---- --------------- ---------------- ----------- ---------- ---------- ------- --------

Michael L. Musto -- -- -- -- -- -- --
Paul J. Plante -- -- -- -- -- -- --
Patrick J. Flynn -- -- -- -- -- -- --
Michael R. Nichols -- -- -- -- -- -- --
Jack Killoren 10,000 4.6% $8.00 2/10/10 -- $50,312 $127,499

- ---------------------
(1) Each of these options was granted pursuant to the Reptron ISO Plan and is
subject to the terms of such plan. As long as the optionee maintains
continuous employment with Reptron, these options vest over a four year
period at a rate of one-fourth of the shares on each anniversary of the
date of grant.
(2) Potential gains are net of the exercise price but before taxes associated
with the exercise. Amounts represent hypothetical gains that could be
achieved for the respective options if they were exercised at the end of
the option term. The assumed 5% and 10% rates of stock appreciation are
based on appreciation from the exercise price per share. These rates are
provided in accordance with the rules of the SEC and do not represent
Reptron's estimate or projection of the future price of Reptron's Common
Stock. Actual gains, if any, on stock option exercises are dependent on the
future financial performance of Reptron, overall stock market conditions
and the option holders' continued employment through the vesting period.

Option Exercises During Fiscal Year 2000 and Fiscal Year End Option Values
- --------------------------------------------------------------------------------

The following table sets forth information concerning options exercised by
the Named Executive Officers during fiscal year 2000 and the number and value
of options held at fiscal year end. Reptron does not have any outstanding stock
appreciation rights.

Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-The-Money Options at
Acquired December 31, 2000 December 31, 2000($)(1)
on Value ------------------------- -------------------------
Name Exercise Realized($)(2) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------------- ----------- ------------- ----------- -------------

Michael L. Musto -- -- -- -- -- --
Paul J. Plante 50,000 $128,125 187,500 162,500 $35,250 $30,550
Patrick J. Flynn -- -- 37,500 12,500 $ 7,031 $ 2,344
Jack Killoren -- -- 12,500 27,500 $ 9,369 $24,356
Michael R. Nichols 30,000 $210,000 -- 10,000 -- $ 1,875

- ---------------------
(1) The closing price for Reptron's common stock as reported on Nasdaq on
December 31, 2000 was $6.1875. Value is calculated on the basis of the
difference between the option exercise price and $6.1875 multiplied by the
number of shares of Reptron's common stock to which the exercise relates.
(2) Value realized is calculated based on the difference between the option
exercise price and the closing market price of Reptron's common stock on
the date of exercise multiplied by the number of shares to which the
exercise relates.

10-Year Option Repricings
- --------------------------------------------------------------------------------

The following table sets forth information concerning the repricing of stock
options held by the Named Executive Officers during the last 10 years.

Length Of
Number Of Original
Securities Market Price Exercise Option Term
Underlying Of Stock At Price At Remaining At
Options Time Of Time Of New Date Of
Repriced Or Repricing Or Repricing Or Exercise Repricing Or
Name Date Amended Amendment Amendment Price Amendment(1)
- ---- -------- ----------- ------------ ------------ -------- ------------

Michael L. Musto -- -- -- -- -- --

Paul J. Plante 11/02/98 50,000 $4.00 $18.00 $6.00 7 years
11/02/98 150,000 $4.00 $11.00 $6.00 8 years

Patrick J. Flynn 11/02/98 10,000 $4.00 $18.00 $6.00 7 years
11/02/98 40,000 $4.00 $18.00 $6.00 7 years

Jack Killoren 11/02/98 20,000 $4.00 $12.07 $6.00 8 years

Michael R. Nichols 11/02/98 40,000 $4.00 $18.00 $6.00 7 years

- ---------------------
(1) The length of original option terms did not change as a result of the
repricing. Represents approximate years remaining.

Compensation Committee Interlocks and Insider Participation
- --------------------------------------------------------------------------------

During 2000, the Compensation Committee consisted of Messrs. Elson and
Mitcham, both of whom are outside directors. Under rules established by the
SEC, Reptron is required to provide a description of certain transactions and
relationships between either Compensation Committee member and Reptron. Mr.
Elson provides legal services to Reptron and received approximately $173,000
for legal services rendered during 2000.

Mr. Elson, a Director of Reptron and a member of the Compensation Committee,
is also of counsel to the law firm of Holland & Knight LLP which served as
counsel to Reptron during the fiscal year ended December 31, 2000.

Compensation Committee Report on Executive Compensation
- --------------------------------------------------------------------------------

The following Report of the Compensation Committee and the performance graph
included elsewhere in this Proxy Statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Reptron filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent Reptron specifically incorporates
this Report or the performance graph by reference in such filings.

Compensation Policy: Reptron's compensation program for executives consists of
three key elements:

. a base salary
. a performance-based annual bonus
. periodic grants of stock options

The Compensation Committee believes that this three-part approach best
serves the interests of Reptron and its shareholders because it enables Reptron
to meet the requirements of the highly competitive environment in which Reptron
operates while ensuring that executive officers are compensated in a way that
advances both the short- and long-term interests of shareholders. In
determining compensation, consideration is given both to Reptron's overall
performance and to individual performance, taking into account the
contributions made by the executive toward improving Reptron's performance.
Consideration is also given to the executive's position, location and level of
responsibility, and the job performance of the executive in planning, providing
direction for, and implementing Reptron's strategy. The Compensation
Committee's primary objective in establishing compensation programs is to
support Reptron's goal of maximizing the value of shareholders' investment in
Reptron.

. Base Salary. Base salaries for Reptron's executive officers, as well as
changes in such salaries, are based upon such factors as competitive
industry salaries; a subjective assessment of the nature of the position;
the contribution and experience of the executive, and the length of the
executive's service. The Compensation Committee believes that Reptron's
compensation of its executive officers falls within the median of industry
compensation levels. Base salaries are based upon qualitative and subjective
factors, and no specific formula is applied to determine the weight of each
factor.

. Annual Bonus. Payments to Reptron's executive officers under annual bonus
plans are earned through successful completion of stated objectives, which
Reptron has determined to be critical elements for successful operations.
The Chief Executive Officer and Chief Operating Officer are eligible to
receive annual bonus payments based solely on achieving certain levels of
profitability.

. Stock Options. Reptron's long term incentives are in the form of stock
option awards. The objective of these awards is to advance Reptron's and its
shareholders' longer term interests and complement incentives tied to annual
performance. These awards provide rewards to executives upon the creation of
incremental shareholder value and attainment of long term earnings goals.
Stock options only produce value to executives if the price of Reptron's
stock appreciates, thereby directly linking the interests of our executives
with those of our shareholders. The executive's right to the stock options
vests over a period prescribed by Reptron's Stock Option Committee.

Compensation of Reptron's Chief Executive Officer: Mr. Michael L. Musto's
compensation did not change from the compensation paid from 1999. Mr. Musto's
2000 compensation, when initially established, was reviewed by the Compensation
Committee applying the principles outlined above in the same manner as they
were applied to the other executives of Reptron. In addition, the Compensation
Committee reviews the compensation paid to chief executive officers of
comparable companies and considers those compensation levels in determining Mr.
Musto's compensation.

Internal Revenue Code Limits on Deductibility of Compensation: Section 162(m)
of the Internal Revenue Code generally disallows a tax deduction to public
corporations for compensation over $1,000,000 paid for any fiscal year to the
corporation's chief executive officer and four other most highly compensated
executive officers as of the end of any fiscal year. However, the statute
exempts qualifying performance-based compensation from the deduction limit if
certain requirements are met. Reptron expects no adverse tax consequences under
Section 162(m) for 2000.

Submitted by the Compensation
Committee
William L. Elson
John J. Mitcham

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, Reptron and its subsidiaries engage in transactions with
companies where one of Reptron's executive officers or directors or a member of
his or her immediate family has a direct or indirect interest. All of these
transactions, including those described below, are in the ordinary course of
business and at competitive rates and prices.

Reptron leases one of its sales offices (located in Detroit, Michigan) from
Michael L. Musto, Reptron's Chief Executive Officer. This facility was the
headquarters of Reptron prior to the relocation to Tampa in 1986. The building
includes office and warehouse space and totals approximately 10,000 square
feet. Rent expense on this facility totaled $72,000 in 2000. The lease expires
in November 2003. The Reptron Manufacturing division leases a total of 113,000
square feet of manufacturing and administrative offices in Hibbing, Minnesota,
which facility is owned in part by four individuals on the senior management
team of Reptron Manufacturing. Rent expense on these offices totaled $513,830
in 2000. The lease expires in December 2002.

REPTRON STOCK PRICE PERFORMANCE GRAPH

The following graph is a comparison of the cumulative total returns for
Reptron's common stock as compared with the cumulative total return for The
Nasdaq Stock Market (U.S.) Index and the average performance of a group
consisting of Reptron's peer corporations on a line-of-business basis. For
comparison purposes an old industry peer group consisting of Bell
Microproducts, Benchmark Electronics, IEC Electronics, Jaco Electronics, Kent
Electronics, Nu Horizons Electronics, and Sanmina Corporation has been included
in the graph. Sanmina Corporation has been removed from the old peer group
because Sanmina Corporation is primarily engaged in the manufacture of printed
circuit boards and electronic components rather than the assembly of electronic
component devices. The following Corporations have been added to the group: ACT
Manufacturing, All American Semiconductor, Pioneer Standard Electronics, and
Plexus Corporation. These changes were made to create a new peer group of
corporations that is more representative of Reptron's current competitors.The
cumulative return of Reptron was computed by dividing the difference between
the price of Reptron's common stock at the end and the beginning of the
measurement period (December 31, 1995 to December 31, 2000) by the price of
Reptron's common stock at the beginning of the measurement period. The total
return calculations are based upon an assumed $100 investment on December 31,
1995.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG REPTRON ELECTRONICS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX A NEW PEER GROUP AND AN OLD PEER GROUP

[Graph appears here]

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG REPTRON ELECTRONICS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
A NEW PEER GROUP AND AN OLD PEER GROUP
Reptron NASDAQ New Peer Old Peer
Electronics, Inc. Stock Market (U.S.) Group Group
----------------- ------------------- -------- --------
12/95 100.00 100.00 100.00 100.00
3/96 108.20 104.68 108.71 111.40
6/96 115.57 113.21 99.43 99.35
9/96 116.39 117.26 84.43 99.21
12/96 135.25 123.04 97.04 122.58
3/97 133.61 116.36 95.77 107.44
6/97 157.38 137.68 141.22 153.77
9/97 120.08 160.96 160.10 190.06
12/97 68.03 150.69 104.40 138.54
3/98 75.41 176.36 95.28 134.28
6/98 73.36 181.23 84.59 145.53
9/98 33.61 163.53 65.50 99.21
12/98 34.02 212.51 97.06 188.88
3/99 23.77 238.33 78.84 182.23
6/99 23.36 260.71 106.92 226.98
9/99 27.87 267.20 114.06 229.13
12/99 57.38 394.92 131.58 281.04
3/00 71.72 443.23 189.59 385.29
6/00 76.64 385.35 224.40 472.81
9/00 106.56 354.57 264.70 523.78
12/00 40.58 237.62 125.37 405.09
* $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.

SHAREHOLDER PROPOSALS

Shareholders interested in presenting a proposal for consideration at
Reptron's Annual Meeting of Shareholders in 2002 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and Reptron's bylaws. To be eligible for inclusion, shareholder proposals must
be received by Reptron's Corporate Secretary no later than December 17, 2001.

INDEPENDENT AUDITORS

Our consolidated financial statements for the year ended December 31, 2000
have been audited by Grant Thornton LLP, independent auditors. A representative
of Grant Thornton LLP will be present at the meeting in order to respond to
appropriate questions and to make any other statement deemed appropriate.

The Board of Directors selects the independent auditors for Reptron each
year. The Board of Directors intends to continue the services of Grant Thornton
LLP for the fiscal year ending December 31, 2001.

AUDIT COMMITTEE REPORT

Reptron's management is responsible for preparing Reptron's financial
statements. Reptron's independent auditors are responsible for auditing the
financial statements. The activities of the Audit Committee are in no way
designed to supersede or alter these traditional responsibilities. Except to
the extent required by the rules of the NASDAQ stock market, membership on the
Audit Committee does not call for the professional training and technical
skills generally associated with career professionals in the field of
accounting and auditing. In addition, Reptron's independent auditors and the
internal audit staff have more available time and information than does the
Audit Committee. Accordingly, the Audit Committee's role does not provide any
special assurances with regard to Reptron's financial statements, nor does it
involve a professional evaluation of the quality of the audits performed by the
independent auditors.

In this context, the Audit Committee has reviewed and discussed the audited
financial statements for the year ended December 31, 2000, with management. The
Audit Committee has also discussed with the independent accountants the matters
required to be discussed by SAS 61 (Codification of Statements on Auditing
Standard, AU 380). The Audit Committee has received the written disclosures and
the letter from the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Standards Board Standards No. 1,
Independence Discussions with Audit Committees), and has discussed with the
independent accountants the independent accountants' independence. Based on a
review and discussion of the foregoing, the Audit Committee recommended to the
Board of Directors that the audited financial statements for the year ended
December 31, 2000 be included in Reptron's Annual Report on Form 10-K for the
year ended December 31, 2000 for filing with the Securities and Exchange
Commission.

Submitted by the Audit Committee
Vincent Addonisio
William L. Elson
John J. Mitcham

Audit Fees
- --------------------------------------------------------------------------------

The aggregate fees billed by Grant Thornton LLP for professional services
rendered in connection with the audit of Reptron's financial statements
included in Reptron's Annual Report on Form 10-K for fiscal year 2000, as well
as for the review of Reptron's financial statements included in Reptron's
Quarterly Reports on Form 10-Q during fiscal year 2000 totaled $120,221.

Financial Information Systems Design And Implementation Fees
- --------------------------------------------------------------------------------

No fees were billed by Grant Thornton LLP for information technology
services rendered during fiscal year 2000.

All Other Fees
- --------------------------------------------------------------------------------

The aggregate fees billed by Grant Thornton LLP for non-audit services other
than information technology services during fiscal year 2000 was $100,269.

The Audit Committee considered whether Grant Thornton LLP's provision of
non-audit services is compatible with maintaining such firm's independence.

OTHER MATTERS

As of the date of this proxy statement, Reptron knows of no business that
will be presented for consideration at the Annual Meeting of Shareholders other
than the items referred to above. If any other matter is properly brought
before the meeting for action by shareholders, proxies in the enclosed form
returned to Reptron will be voted in accordance with the judgment of the proxy
holder.

APPENDIX A

REPTRON ELECTRONICS, INC.
AUDIT COMMITTEE CHARTER

1. On or before June 1, 2001, the Audit Committee shall be composed of not
less than three directors who are independent of the management of Reptron and
are free of any relationship that, under rules or guidelines promulgated by the
SEC and NASDAQ are deemed to potentially interfere with or otherwise affect
their exercise of independent judgment as a committee member.

2. The audit committee shall provide assistance to the corporate directors
in fulfilling their responsibilities relating to corporate accounting,
reporting practices of Reptron, and the quality and integrity of the financial
reports of Reptron. In so doing, it is the responsibility of the audit
committee to maintain free and open means of communication between the
directors, the independent auditors, and the financial management of Reptron.

3. In carrying out its responsibilities, the Audit Committee will:

a. Review and recommend to the directors the appointment of the
independent auditors to be selected to audit the financial statements
of Reptron and its divisions and subsidiaries.

b. Review the engagement proposal of the independent auditors and
provide its recommendations with respect to the same to the Chief
Financial Officer of Reptron.

c. Inquire as to the independence of the auditors, and obtain at least
annually the auditors written statement describing those factors
considered by the auditors in review of their independent status.

d. Meet with the independent auditors and Chief Financial Officer of
Reptron to review the scope of the proposed audit for the current
year, and at the conclusion thereof review such audit, including any
comments or recommendations of the independent auditors.

e. Meet with Reptron's Chief Financial Officer, Company counsel and the
independent auditors in review of Reptron's quarterly financial
statements prior to the release of Reptron's earnings.

f. Review Reptron's 10-Q's and 10-K and provide Reptron's Chief
Financial Officer with their comments, if any, prior to the filing of
the same.

g. Provide sufficient opportunity for the independent auditors to meet
with the members of the Audit Committee without members of management
present. Among the items to be discussed in these meetings are: (i)
the independent auditors' evaluation of Reptron's financial,
accounting, and auditing personnel, quality and appropriateness of
Reptron's accounting principles, (ii) the status of

A-1

Reptron's internal, financial and accounting controls, and what
recommendations, if any, the independent auditors have in improving
the same, (iii) identification of any difficulties encountered in the
course of audit work including any restrictions on the scope of
activities or access to required information, and (iv) a summary of
the cooperation that the independent auditors received during the
course of the audit.

h. Submit the minutes of all meetings of the Audit Committee to, or
discuss the matters reviewed at each Committee meeting with, the
board of directors.

i. Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this
purpose, as deemed necessary by the Committee.

A-2

APPENDIX B

REPTRON ELECTRONICS, INC.
2002 INCENTIVE STOCK OPTION PLAN

1. Purpose. The purpose of this Stock Option Plan (the "Plan") is to further
the interest of Reptron Electronics, Inc., a Florida corporation (the
"Company"), its subsidiaries and its shareholders by providing incentives in
the form of stock option grants to key employees who contribute materially to
the success and profitability of The Company. The grants will recognize and
reward outstanding individual performances and contributions and will give such
persons a proprietary interest in The Company, thus enhancing their personal
interest in The Company's continued success and progress. This program will
also assist The Company and its subsidiaries in attracting and retaining key
persons. The options granted under this Plan are intended to be incentive stock
options as defined under Section 422 of the Internal Revenue Code of 1986, as
amended, and will be taxed under that Section.

2. Definitions. The following definitions shall apply to this Plan:

(a) "Agreement" means a written agreement entered into between The
Company and a Recipient which sets out the terms and restrictions of
the Option granted to the Recipient.

(b) "Board" means the board of directors of The Company.

(1) Any intentional misapplication by the Recipient of The
Company's funds, intended to result directly or indirectly in
significant gain or personal enrichment at the expense of The Company,
or any other act of dishonesty committed by the Recipient in connection
with The Company's business;

(2) The Recipient's conviction of a crime involving moral turpitude;

(3) The Recipient's non-performance or non-observance in any
material respect of any requirement with respect to the Recipient's
employment; or

(4) Any other action by the Recipient involving willful and
deliberate malfeasance or negligence in the performance of the
Recipient's duties.

(d) "Change of Control" means any replacement of 50 percent or more of
the members of the Board which follows, and is directly or
indirectly a result of, any one or more of the following:

(1) a cash tender offer or exchange offer for the Common Stock;

(2) a solicitation of proxies other than by The Company's management
or the Board;

B-1

(3) acquisition of beneficial ownership of shares having 50 percent
or more of the total number of votes that may be cast for the election
of members of the Board by any person, including a "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
for the purpose of changing control of The Company; or (iv) any merger,
business combination, sale of assets or other extraordinary corporate
transaction undertaken for the purpose of changing control of The
Company.

(e) "Code" means the Internal Revenue Code of 1986, as amended.

(f) "Committee" means the stock option committee appointed by the Board
for the purpose of administering the Plan. If the Board does not
appoint a stock option committee, "Committee" means the Board.

(g) "Common Stock" means the Common Stock, par value $.01 per share of
the Company or such other class of shares or securities as to which
the Plan may be applicable pursuant to Section 12 herein.

(h) "Company" means Reptron Electronics, Inc.

(i) "Date of Grant" means the date on which the Option is granted.

(j) "Dispose Of" means pledge, hypothecate, give, assign, encumber,
sell, grant an option with respect to, or otherwise transfer, to any
party whether or not such party is a shareholder of the Company.

(k) "Employee" means any person employed on an hourly or salaried basis
by the Company or any parent or Subsidiary of the Company that now
exists or hereafter is organized or acquired by or acquires the
Company.

(l) "Fair Market Value" means the fair market value of the Common Stock.
If the Common Stock is not publicly traded on the date as of which
fair market value is being determined, the Board shall determine the
fair market value of the Shares, using such factors as the Board
considers relevant, such as the price at which recent sales have
been made, the book value of the Common Stock, and the Company's
current and projected earnings. If the Common Stock is publicly
traded on the date as of which fair market value is being
determined, the fair market value is the average of the high and low
sale prices of the Common Stock as reported by the National
Association of Securities Dealer Automated Quotations ("NASDAQ") on
that date or, if the Common Stock is listed on a stock exchange, the
average of the high and low sale prices of the Common Stock on that
date, as reported in The Wall Street Journal. If trading in the
stock or a price quotation does not occur on the date as of which
fair market value is being determined, the next preceding date on
which the stock was traded or a price was quoted will determine the
fair market value.

B-2

(m) "Incentive Stock Option" means a stock option granted pursuant to
either this Plan or any other plan of the Company that satisfies the
requirements of Section 422 of the Code and that entitles the
Recipient to purchase stock of the Company or in a corporation that
at the time of grant of the option was a parent or subsidiary of the
Company or a predecessor corporation of any such corporation.

(n) "Option" means a stock option granted pursuant to the Plan.

(o) "Option Shareholder" shall mean an Employee who has exercised his or
her Option.

(p) "Option Shares" means Shares issued upon exercise of an Option.

(q) "Plan" means this Reptron Electronics, Inc. 2002 Incentive Stock
Option Plan.

(r) "Recipient" means an Employee who receives an Option.

(s) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 12 of the Plan.

(t) "Subsidiary" means any corporation 50% or more of the voting
securities of which are owned directly or indirectly by the Company
at any time during the existence of this Plan.

3. Administration. The Committee shall administer the Plan. The Committee
has the exclusive power to select the Recipients of Options pursuant to the
Plan, to establish the terms of the Options granted to each Recipient, and to
make all other determinations necessary or advisable. The Committee has the
sole discretion to determine whether the performance of an Employee warrants an
Option, and to determine the size and type of the Option. The Committee has
full and exclusive power to construe and interpret the Plan, to prescribe,
amend, and rescind rules and regulations relating to the Plan, and to take all
actions necessary or advisable for the Plan's administration. The Committee, in
the exercise of its powers, may correct any defect or supply any omission, or
reconcile any inconsistency in the Plan, or in any Agreement, in the manner and
to the extent it deems necessary or expedient to make the Plan fully effective.
In exercising this power, the Committee may retain counsel at the expense of
the Company. The Committee also has the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan. Any of the Committee's determinations shall be final and binding on all
persons. A member of the Committee shall not be liable for performing any act
or making any determination in good faith.

4. Shares Subject to Plan. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Shares that may be subject to Options
under the Plan shall be 1,000,000. If an Option should expire or become
unexercisable for any reason without having been exercised, the unpurchased
Shares that were subject to the Option shall, unless the Plan has then
terminated, be available for other Options under the Plan.

B-3

5. Participants.

(a) Eligible Employees. Each Employee, as the Committee in its sole
discretion designates, is eligible to participate in this Plan. The
Committee's award of an Option to a participant in any year does not
require the Committee to award an Option to that participant in any
other year. Furthermore, the Committee may award different Options
to different participants and has full discretion to choose whether
to grant Options to any eligible participant. The Committee may
consider such factors as it deems pertinent in selecting
participants and in determining the amount of their Options,
including, without limitation, (i) the financial condition of the
Company or its Subsidiaries; (ii) expected profits for the current
or future years; (iii) the contributions of a prospective
participant to the profitability and success of the Company or its
Subsidiaries; and (iv) the adequacy of the prospective participant's
other compensation. Participants may include persons to whom stock,
stock options, stock appreciation rights, or other benefits
previously were granted under this or another plan of the Company or
any Subsidiary, whether or not the previously granted benefits have
been fully exercised or vested.

(b) No Right of Employment. A Recipient's right, if any, to continue to
serve the Company and its Subsidiaries as an officer, Employee, or
otherwise will not be enlarged or otherwise affected by his
designation as a participant under this Plan, and such designation
will not in any way restrict the right of the Company or any
Subsidiary, as the case may be, to terminate at any time the
employment or affiliation of any participant.

6. Option Requirements. Each Option granted to an Employee under the Plan
shall contain such provisions as the Committee at the Date of Grant shall deem
appropriate. Each Option granted to an Employee will satisfy the following
requirements:

(a) Written Agreement. Each Option granted to an Employee will be
evidenced by an Agreement. The terms of the Agreement need not be
identical for different participants. The Agreement shall include a
description of the substance of each of the requirements in this
Section with respect to that particular Option.

(b) Number of Shares. Each Agreement shall specify the number of Shares
that may be purchased by exercise of the Option.

(c) Exercise Price. Except as provided in Section 6(l), the exercise
price of each Share subject to an Option shall equal the exercise
price designated by the Committee, but shall not be less than the
Fair Market Value of the Share on the Option's Date of Grant.

(d) Duration of Option. Except as provided in Section 6(l), each Option
granted to an Employee shall expire on the tenth anniversary of its
Date of Grant or, at such earlier date as is set by the Committee in
establishing the terms of the Option at grant. If the Recipient's
employment with the Company terminates

B-4

before the expiration date of an Option, the Options owned by the
Recipient shall expire on the earlier of the date stated in this
subsection or the date stated in following subsections of this
Section. Furthermore, expiration of an Option may be accelerated
under subsection (j) below.

(e) Vesting of Option. Each Agreement shall specify the vesting schedule
applicable to the Option. The Committee, in its sole and absolute
discretion, may accelerate the vesting of any option at any time.

(f) Death. In the case of the death of a Recipient, the Option shall
expire on the one-year anniversary of the Recipient's death, or if
earlier, the date specified in subsection (d) above, unless the
Committee sets an earlier or later expiration date on the Date of
Grant, or a later expiration date subsequent to the Date of Grant
but prior to the one-year anniversary of the Recipient's death.
During the period following the Recipient's death and prior to the
expiration of the Option, the Option may be exercised to the extent
it could have been exercised at the time the Recipient died, subject
to any adjustment under Section 12 herein.

(g) Disability. In the case of the total and permanent disability of a
Recipient and a resulting termination of employment with the
Company, the Option shall expire on the one-year anniversary date of
the Recipient's last day of employment, or, if earlier, the date
specified in subsection (d) above, unless the Committee sets an
earlier or later expiration date on the Date of Grant or a later
expiration date subsequent to the Date of Grant but prior to the
one-year anniversary of the Recipient's last day of employment.
During the period following the Recipient's termination of
employment by reason of disability and prior to the expiration of
the Option, the Option may be exercised as to the number of Shares
for which it could have been exercised at the time the Recipient
became disabled, subject to any adjustments under Section 12 herein.

(h) Retirement. If the Recipient's employment terminates by reason of
normal retirement under the Company's normal retirement policies,
the Option shall expire on the date specified in subsection (d)
above, unless the Committee sets an earlier expiration date on the
Date of Grant. During the period following the Recipient's normal
retirement and prior to the expiration of the Option, the Option may
be exercised as to the number of Shares for which the Option could
have been exercised on the retirement date, subject to any
adjustment under Section 12 herein.

(i) Termination of Service. If the Recipient ceases employment for any
reason other than (i) death, (ii) disability, (iii) retirement (as
described above), or (iv) termination by the Company for a reason
other than Cause following a Change of Control, an Option granted to
the Recipient will expire 90 days following the last day of the
Recipient's employment with the Company, unless the Committee sets
an earlier or later expiration date on the Date of Grant or a later
expiration date subsequent to the Date of Grant but prior to the
90th day following the

B-5

Recipient's last day of employment. During the period following the
termination of the Recipient's employment and prior to the expiration
of the Option, the Option may be exercised only for the number of
Shares for which it could have been exercised on such termination
date, subject to any adjustment under Section 12 herein.
Notwithstanding any provisions set forth herein or in the Plan, if the
Recipient shall (i) commit any act of malfeasance or wrongdoing
affecting the Company or any parent or Subsidiary, (ii) breach any
covenant not to compete or employment agreement with the Company or
any parent or Subsidiary, or (iii) engage in conduct that would
warrant the Recipient's discharge for Cause, any unexercised part of
the Option shall lapse immediately upon the earlier of the occurrence
of such event or the last day the Recipient is employed by the
Company.

(j) Change of Control.

(1) If a Change of Control occurs, the Board may vote to immediately
terminate all Options outstanding under the Plan as of the date of the
Change of Control or may vote to accelerate the expiration of the
Options to the 10th day after the effective date of the Change of
Control. If the Board votes to immediately terminate the Options, it
shall make a cash payment to the Recipient equal to the difference
between the Exercise Price and the Fair Market Value of the Shares that
would have been subject to the terminated Option on the date of the
Change of Control.

(2) If at any time following a Change of Control the Recipient's
employment is terminated by the Company for a reason other than Cause,
all unexercised Options that (i) are held by the Recipient on the date
of such termination, (ii) have neither terminated nor expired in
accordance with subsection (j)(1) above, and (iii) are not vested as of
the date of such termination shall become fully vested and immediately
exercisable as of the date of such termination and shall expire 90 days
after the last day of employment, or, if earlier, on the date specified
in subsection (d) above, unless the Committee sets an earlier or later
expiration date on the Date of Grant or a later expiration date
subsequent to the Date of Grant but prior to the 90th day following the
Recipient's last day of employment.

(k) Conditions Required for Exercise. Options granted to Recipients under
the Plan shall be exercisable only to the extent they are vested
according to the terms of the Agreement. Furthermore, Options granted
to Employees under the Plan shall be exercisable only if the issuance
of Shares pursuant to the exercise would be in compliance with
applicable securities laws, as contemplated by Section 10 of the
Plan. Each Agreement shall specify any additional conditions required
for the exercise of the Option.

(l) Ten Percent Shareholders. An Incentive Stock Option granted to an
individual who, on the Date of Grant, owns stock possessing more than
10% of the total combined voting power of all classes of stock of
either the Company or any

B-6

parent or Subsidiary, shall be granted at an exercise price of 110%
of Fair Market Value on the Date of Grant and shall be exercisable
only during the five-year period immediately following the Date of
Grant. In calculating stock ownership of any person, the attribution
rules of Code Section 424(d) will apply. Furthermore, in calculating
stock ownership, any stock that the individual may purchase under
outstanding options will not be considered.

(m) Maximum Option Grants. The aggregate Fair Market Value determined on
the Date of Grant, of stock in the Company with respect to which any
Incentive Stock Options under the Plan and all other plans of the
Company or its Subsidiaries (within the meaning of Section 422(b) of
the Code) may become exercisable by any individual for the first time
in any calendar year shall not exceed $100,000.

7. Method of Exercise. An Option granted under this Plan shall be deemed
exercised when the person entitled to exercise the Option (1) delivers written
notice to the President of the Company (or his delegate, in his absence) of the
decision to exercise, (2) concurrently tenders to the Company full payment for
the Shares to be purchased pursuant to the exercise, and (3) complies with such
other reasonable requirements as the Committee establishes pursuant to Section
10 of the Plan. Payment for Shares with respect to which an Option is exercised
may be made in cash, or by certified check or wholly or partially in the form
of Common Stock having a Fair Market Value equal to the exercise price. No
person will have the rights of a shareholder with respect to Shares subject to
an Option granted under this Plan until a certificate or certificates for the
Shares have been delivered to him. An Option granted under this Plan may not be
exercised in increments of less than 100 Shares, or, if less, 100% of the full
number of Shares as to which it can be exercised. A partial exercise of an
Option will not affect the holder's right to exercise the Option from time to
time in accordance with this Plan as to the remaining Shares subject to the
Option.

8. Loan from Company to Exercise Option. The Committee may, in its
discretion and subject to the requirements of applicable law, recommend to the
Company that it lend the Recipient the funds needed by the Recipient to
exercise an Incentive Stock Option. The Recipient shall make application to the
Company for the loan, completing the forms and providing the information
required by the Company. The loan shall be secured by such collateral as the
Company may require, subject to its underwriting requirements and the
requirements of applicable law. The Recipient shall execute a Promissory Note
and any other documents deemed necessary by the Committee.

9. Designation of Beneficiary. Each Recipient shall designate in the
Agreement he executes, a beneficiary to receive Options awarded hereunder in
the event of his death prior to full exercise of such Options; provided, that
if no such beneficiary is designated or if the beneficiary so designated does
not survive the Recipient, the estate of such Recipient shall be deemed to be
his beneficiary. Recipients may, by written notice to the Committee, change the
beneficiary designated in any outstanding Agreements.

B-7

10. Taxes; Compliance with Law; Approval of Regulatory Bodies; Legends. The
Company shall have the right to withhold from payments otherwise due and owing
to the Recipient (or his beneficiary) or to require the Recipient (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient
to satisfy any federal (including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient (or his beneficiary)
recognizes income for federal, state, and/or local tax purposes as the result
of the receipt of Shares pursuant to the Plan as a condition to the issuance of
Shares upon Option exercise (whether to the Recipient or to his beneficiary).

Options are exercisable, and Shares can be delivered under this Plan, only
in compliance with all applicable federal and state laws and regulations and
the rules of all stock exchanges on which the Company's stock is listed at any
time. An Option is exercisable only if either (a) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been
filed with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file such a registration statement or
to assure the availability of such exemptions. Any certificate issued to
evidence Shares issued under the Plan may bear such legends and statements, and
shall be subject to such transfer restrictions, as the Committee deems
advisable to assure compliance with federal and state laws and regulations and
with the requirements of this Section. No Option may be exercised, and Shares
may not be issued under this Plan, until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.

Each person who acquires the right to exercise an Option or to ownership of
Shares by bequest or inheritance may be required by the Committee to furnish
reasonable evidence of ownership of the Option as a condition to his exercise
of the Option. In addition, the Committee may require such consents and
releases of taxing authorities as the Committee deems advisable.

With respect to persons subject to Section 16 of the Securities Exchange Act
of 1934 ("1934 Act"), transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 under the 1934 Act or its successor
under the 1934 Act. To the extent any provision of the Plan or action by the
Plan administrators fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Plan administrators.

11. Assignability. An Option granted under this Plan is not transferable
except by will or the laws of descent and distribution. During the lifetime of
a Recipient, all rights of the Options are exercisable only by the Recipient.

12. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Options are authorized to be

B-8

granted under this Plan, the number and class of Shares then subject to Options
previously granted to Employees under this Plan, and the price per Share
payable upon exercise of each Option outstanding under this Plan shall be
equitably adjusted by the Committee to reflect such changes. To the extent
deemed equitable and appropriate by the Board, subject to any required action
by shareholders, in any merger, consolidation, reorganization, liquidation or
dissolution, any Option granted under the Plan shall pertain to the securities
and other property to which a holder of the number of Shares of stock covered
by the Option would have been entitled to receive in connection with such
event.

13. Liability of the Company. The Company, its parent and any Subsidiary
that is in existence or hereafter comes into existence shall not be liable to
any person for any tax consequences expected but not realized by a Recipient or
other person due to the exercise of an Option.

14. Amendment and Termination of Plan. The Board may alter, amend, or
terminate the Plan from time to time without approval of the shareholders of
the Company The Board may, however, condition any amendment on the approval of
the shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other laws applicable to the Company, the Plan,
Recipients or Employees. Any amendment, whether with or without the approval of
shareholders of the Company, that alters the terms or provisions of an Option
granted before the amendment (unless the alteration is expressly permitted
under the Plan) shall be effective only with the consent of the Recipient of
the Option or the holder currently entitled to exercise the Option.

15. Expenses of Plan. The Company shall bear the expenses of administering
the Plan.

16. Duration of Plan. Options may be granted under this Plan only during the
10 years immediately following the effective date of this Plan.

17. Applicable Law. The validity, interpretation, and enforcement of this
Plan are governed in all respects by the laws of Florida and the United States
of America.

18. Effective Date. The effective date of this Plan shall be (i) January 1,
2002; or if later (ii) the earlier of the date on which the Board adopts the
Plan or the date on which the Shareholders approve the Plan.

B-9

APPENDIX C

REPTRON ELECTRONICS, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1. Purpose. The purpose of this Non-Employee Director Stock Option Plan (the
"Plan") is to further the interest of the Company and its shareholders by
providing incentives in the form of stock option grants to Non-Employee
Directors who contribute materially to the success and profitability of the
Company. The grants will recognize and reward outstanding individual
performances and contributions and will give such persons a proprietary
interest in the Company, thus enhancing their personal interest in the
Company's continued success and progress. This program will also assist the
Company in attracting and retaining key directors. The options granted under
this Plan will be nonstatutory stock options taxed under Section 83 of the
Internal Revenue Code of 1986, as amended.

2. Definitions. The following definitions shall apply to this Plan:

(a) "Agreement" means a written agreement entered into between the
Company and a Recipient which sets out the terms and restrictions of the
Option granted to the Recipient.

(b) "Board" means the board of directors of the Company.

(c) "Change of Control" occurs when (i) any person, including a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, becomes the beneficial owner of forty percent or more of the total
number of shares entitled to vote in the election of directors of the
Board, (ii) the Company is merged into any other company or substantially
all of its assets are acquired by any other company, or (iii) three or more
directors nominated by the Board to serve as a director, each having agreed
to serve in such capacity, fail to be elected in a contested election of
directors.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means the Committee appointed by the Board in
accordance with Section 3. If no Committee is appointed, the term
"Committee" means the Board, except in those instances where the text
clearly indicates otherwise.

(f) "Common Stock" means the Common Stock, par value $.01 per share of
the Company or such other class of shares or securities as to which the
Plan may be applicable pursuant to Section 13 herein.

(g) "Company" means Reptron Electronics, Inc.

C-1

(h) "Date of Grant" means the date on which the Option was granted.

(i) "Dispose Of" shall mean pledge, hypothecate, give, assign,
encumber, sell, grant an option with respect to, or otherwise transfer, to
any party whether or not such party is a shareholder of the Company.

(j) "Fair Market Value" means the fair market value of the Common Stock
on the Date of Grant. If the Common Stock is not publicly traded on the
Date of Grant, the Board shall determine the fair market value of the
Shares as of that date, using such factors as the Board considers relevant,
such as the price at which recent sales have been made, the book value of
the Common Stock, and the Company's current and projected earnings. If the
Common Stock is publicly traded on the Date of Grant, the fair market value
on that date is the average of the high and low sale prices of the Common
Stock as reported by the National Association of Securities Dealer
Automated Quotations ("NASDAQ") on that date or, if the Common Stock is
listed on a stock exchange, the average of the high and low sale prices of
the Common Stock on that date, as reported in The Wall Street Journal. If
trading in the stock or a price quotation does not occur on the Date of
Grant, the next preceding date on which the stock was traded or a price was
quoted will determine the fair market value.

(k) "Non-Employee Director" means a member of the Board who is not
employed on an hourly or salaried basis by the Company or any parent or
Subsidiary of the Company that now exists or hereafter is organized or
acquired by or acquires the Company.

(l) "Option" means a stock option granted pursuant to the Plan.

(m) "Option Shareholder" means a Non-Employee Director who has
exercised his or her Option.

(n) "Option Shares" means Shares issued upon the exercise of an Option.

(o) "Plan" means the Reptron Electronics, Inc. Non-Employee Director
Stock Option Plan.

(p) "Recipient" means a Non-Employee Director who receives an Option.

(q) "Share" means the Common Stock, as adjusted in accordance with
Section 13 of the Plan.

(r) "Subsidiary" means any corporation 50% or more of the voting
securities of which are owned directly or indirectly by the Company at any
time during the existence of this Plan.

C-2

3. Administration. This Plan will be administered by a Committee of two or
more directors of the Company who are serving as members of the Board during
their membership on the Committee. The Board is authorized to appoint a
successor to any Committee member who ceases to serve. The Board shall not
appoint to the Committee any person who, for at least one year prior to his
appointment to the Committee, received any grant, award, allocation of stock,
stock options, or stock appreciation rights of the Company or its affiliates,
pursuant to a discretionary grant under either this Plan or any other plan of
the Company or its affiliates; provided, however, that the Board may appoint to
the Committee a person who has received such a grant during the one year period
prior to his appointment to the Committee if the Board determines that his
appointment would not jeopardize the Plan's qualification under Rule 16b-3,
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934. A Committee member is ineligible to participate in this
Plan during the time that he serves on the Committee. A majority of the full
Committee constitutes a quorum for purposes of administering the Plan, and all
determinations of the Committee shall be made by a majority of the members
present at a meeting at which a quorum is present or by the unanimous, written
consent of the Committee.

The Committee has the exclusive power to select the participants in this
Plan, to establish the terms of the Options granted to each participant, and to
make all other determinations necessary or advisable under the Plan. The
Committee has the sole and absolute discretion to determine whether the
performance of an eligible participant warrants an award under this Plan, and
to determine the amount of the award. The Committee has full and exclusive
power to construe and interpret this Plan, to prescribe, amend, and rescind
rules and regulations relating to this Plan, and to take all actions necessary
or advisable for the Plan's administration. The Committee, in the exercise of
its powers, may correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, or in any Agreement, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the expense of the
Company. The Committee shall also have the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's status as a director for purposes
of the Plan. Any determinations made by the Committee will be final and binding
on all persons. A member of the Committee will not be liable for performing any
act or making any determination in good faith.

4. Shares Subject to Plan. Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be subject to Options
under the Plan shall be 450,000. Shares subject to this Plan may be authorized,
but unissued, or may be treasury shares. If an Option should expire or become
unexercisable for any reason without having been exercised, the unpurchased
Shares that were subject to the Option shall, unless the Plan has then
terminated, be available for other Options under the Plan.

C-3

5. Participants. Each Non-Employee Director, as the Committee in its sole
discretion designates, is eligible to participate in this Plan. The Committee's
award of an Option to a participant in any year does not require the Committee
to award an Option to that participant in any other year. Furthermore, the
Committee may award different Options to different participants and has full
discretion to choose whether to grant Options to any eligible participant. The
Committee may consider such factors as it deems pertinent in selecting
participants and in determining the amount of their Options, including, without
limitation, (i) the financial condition of the Company or its Subsidiaries;
(ii) expected profits for the current or future years; (iii) the contributions
of a prospective participant to the profitability and success of the Company or
its Subsidiaries; and (iv) the adequacy of the prospective participant's other
compensation. Participants may include persons to whom stock, stock options,
stock appreciation rights, or other benefits previously were granted under this
or another plan of the Company or any Subsidiary, whether or not the previously
granted benefits have been fully exercised or vested.

6. Option Requirements. Each Option granted to a Non-Employee Director under
the Plan shall contain such provisions as the Committee at the Date of Grant
shall deem appropriate. Each Option granted to a Non-Employee Director will
satisfy the following requirements:

(a) Written Agreement. Each Option granted to a Non-Employee Director
will be evidenced by a written Agreement and the terms of the Agreement
need not be identical for different participants. The written Agreement
shall include a description of the substance of each of the requirements in
this Section with respect to that particular Option and shall state that
the Option is a nonstatutory option.

(b) Number of Shares. Each Agreement shall specify the number of Shares
that may be purchased by exercise of the Option.

(c) Exercise Price. The exercise price of each Share subject to an
Option shall equal the exercise price designated by the Committee on the
Option's Date of Grant.

(d) Duration of Option. Each Option granted to an Non-Employee Director
shall expire on the tenth anniversary of its Date of Grant or, at such
earlier date as is set by the Committee in establishing the terms of the
Option at grant. If the Recipient's services as a director of the Company
terminate before the expiration date of an Option, the Options owned by the
Recipient shall expire on the earlier of the date stated in this subsection
or the date stated in following subsections of this Section.

(e) Vesting of Option and Exercisability. Each Option granted to a Non-
Employee Director shall be exercisable in such installments (which need not
be equal) and at such times as designated by the Committee. To the extent
not exercised, installments shall accumulate and be exercisable, in whole
or in part, at any time after becoming vested and exercisable, but not
later than the date the Option expires. If the

C-4

Committee does not otherwise provide, the Option shall be one hundred
percent (100%) vested one year from the Date of Grant. Notwithstanding any
other vesting schedule designated by the Committee, all Options granted
under the Plan shall be one hundred percent (100%) vested on the
participant's death (as described in subsection (f) below). Furthermore,
the Committee may accelerate the vesting of any Option at any time.

(f) Death. In the case of the death of a Recipient, the Option shall
expire on the one year anniversary of the Recipient's death, or if earlier,
the date specified in subsection (d) above. During the one year period
following the Recipient's death, the Option may be exercised for one
hundred percent (100%) of the Shares subject to the Option notwithstanding
the vesting requirements of subsection (e) above.

(g) Termination of Service as a Director. If the Non-Employee
Director's services as a director of the Company are terminated for any
reason other than death, all Options held by the Non-Employee Director
shall expire ninety (90) days after termination of the Non-Employee
Director's services as a director of the Company. During such ninety (90)
day period, the Option may be exercised only for the number of Shares for
which it could have been exercised on the termination date, subject to any
adjustment under Section 13 herein.

(h) Change of Control. If a Change of Control occurs, the Board may
vote to "cash out" and immediately terminate all Options outstanding under
the Plan as of the date of the Change of Control or may vote to accelerate
the expiration of the Options to the 10th day after the effective date of
the Change of Control. If the Board votes to cash out or accelerate
Options, then all Options outstanding on the date of Change of Control
shall be immediately one hundred percent (100%) vested as of such date. If
the Board votes to cash out and immediately terminate the Options, it shall
extend a cash payment to the Recipient equal to the difference between the
Exercise Price and the Fair Market Value of the Shares that would have been
subject to the terminated Option on the date of the Change of Control.

(i) Conditions Required for Exercise. Options granted to Non-Employee
Directors under the Plan shall be exercisable only to the extent they are
vested as described in subsection (e) above. In addition, each Option
issued under the Plan is exercisable only if the issuance of Shares
pursuant to the exercise would be in compliance with applicable securities
laws, as contemplated by Section 11 of the Plan.

(j) Method of Exercise. An Option granted under this Plan shall be
deemed exercised when the Non-Employee Director entitled to exercise the
Option (1) delivers written notice to the President of the Company (or his
delegate, in his absence) of the decision to exercise, (2) concurrently
tenders to the Company full payment for the Shares to be purchased pursuant
to the exercise, and (3) complies with such other reasonable requirements
as the Committee establishes pursuant to Section 11 of the

C-5

Plan. Payment for Shares with respect to which an Option is exercised may
be made in cash, or by certified check or wholly or partially in the form
of Common Stock having a Fair Market Value equal to the exercise price. No
person will have the rights of a shareholder with respect to Shares subject
to an Option granted under this Plan until a certificate or certificates
for the Shares have been delivered to him. An Option granted under this
Plan may not be exercised in increments of less than one hundred (100)
Shares, or, if less, one hundred percent (100%) of the full number of
Shares as to which it can be exercised. A partial exercise of an Option
will not affect the holder's right to exercise the Option from time to time
in accordance with this Plan as to the remaining Shares subject to the
Option.

7. Company's Right of First Refusal. An Option Shareholder who desires to
Dispose Of any Option Shares shall first offer the Option Shares to the
Company. The Option Shareholder shall provide notice signed by the Option
Shareholder to the Company indicating the Option Shareholder's desire to
Dispose Of Option Shares. The notice shall also specify the number of Option
Shares. The Company shall have the irrevocable and exclusive first option, but
not the obligation, to purchase all or a portion of the Option Shares, provided
the Company provides notice of its election to purchase the Option Shares
within thirty (30) days after the Company receives the Option Shareholder's
notice. The purchase price to be paid by the Company for the Option Shares
being offered by the Option Shareholder shall be the Fair Market Value on the
date of the Option Shareholder's notice, and payment shall be made in full in
cash at closing.

8. Company Right to Repurchase Option Shares. The Company shall have the
right to repurchase any Option Shares purchased by a Non-Employee Director
within the six month period preceding such Non-Employee Director's termination
of service to the Company for any reason. The price for repurchasing the Option
Shares shall be that price specified in the Option exercised by the Employee
with respect to such Option Shares. Should the Company fail to exercise such
repurchase right within sixty (60) days following the date of such Non-Employee
Director's termination of service, the Company shall be deemed to have waived
such right.

9. Loan from Company to Exercise Option. The Committee may, in its
discretion and subject to the requirements of applicable law, recommend to the
Company that it loan the Recipient the funds needed by the Recipient to
exercise the Option. The Recipient shall make application to the Company for
the loan, completing the forms and providing the information required by the
Company. The loan shall be secured by such collateral as the Company may
require, subject to its underwriting requirements and the requirements of
applicable law. The Recipient shall execute a Promissory Note and any other
documents deemed necessary by the Committee.

10. Designation of Beneficiary. Each Recipient shall designate in the
Agreement he executes, a beneficiary to receive Options awarded hereunder in
the event of his death prior to full exercise of such Options; provided, that
if no such beneficiary is designated or if

C-6

the beneficiary so designated does not survive the Recipient, the estate of
such Recipient shall be deemed to be his beneficiary. Recipients may, by
written notice to the Committee, change the beneficiary designated in any
outstanding Agreements.

11. Taxes; Compliance with Law; Approval of Regulatory Bodies. The Company
shall have the right to withhold from payments otherwise due and owing to the
Recipient (or his beneficiary) and/or to require the Recipient (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient
to satisfy any federal (including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient (or his beneficiary)
recognizes income for federal, state, and/or local tax purposes as the result
of the receipt of Shares pursuant to the Plan as a condition to the issuance of
Shares upon Option exercise (whether to the Recipient or to his beneficiary).

Options are exercisable, and Shares can be delivered under this Plan, only
in compliance with all applicable federal and state laws and regulations,
including, without limitation, state and federal securities laws, and the rules
of all stock exchanges on which the Company's stock is listed at any time. An
Option is exercisable only if either (a) a registration statement pertaining to
the Shares to be issued upon exercise of the Option has been filed with and
declared effective by the Securities and Exchange Commission and remains
effective on the date of exercise, or (b) an exemption from the registration
requirements of applicable securities laws is available. This Plan does not
require the Company, however, to file such a registration statement or to
assure the availability of such exemptions. Any certificate issued to evidence
Shares issued under the Plan may bear such legends and statements, and shall be
subject to such transfer restrictions, as the Committee deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of this Section. Each Option may not be exercised, and Shares may
not be issued under this Plan, until the Company has obtained the consent or
approval of every regulatory body, federal or state, having jurisdiction over
such matters as the Committee deems advisable.

Each person who acquires the right to exercise an Option by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the Option as a condition to his exercise of the Option. In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.

With respect to persons subject to Section 16 of the Securities Exchange Act
of 1934 ("1934 Act"), transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 under the 1934 Act or its successor
under the 1934 Act. To the extent any provision of the Plan, or action by the
Plan administrators fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Plan administrators.

12. Assignability. An Option granted under this Plan is not transferable
except by will or the laws of descent and distribution. During the lifetime of
a Recipient, all rights of the Options are exercisable only by the Recipient.

C-7

13. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Options are authorized to be granted under this Plan, the
number and class of Shares then subject to Options previously granted to Non-
Employee Directors under this Plan, and the price per Share payable upon
exercise of each Option outstanding under this Plan shall be equitably adjusted
by the Committee to reflect such changes. To the extent deemed equitable and
appropriate by the Board, subject to any required action by stockholders, in
any merger, consolidation, reorganization, liquidation or dissolution, any
Option granted under the Plan shall pertain to the securities and other
property to which a holder of the number of Shares of stock covered by the
Option would have been entitled to receive in connection with such event.

14. Liability of the Company. The Company, its parent and any Subsidiary
that is in existence or hereafter comes into existence shall not be liable to
any person for any tax consequences expected but not realized by a Recipient or
other person due to the exercise of an Option.

15. Amendment and Termination of Plan. The Board may alter, amend, or
terminate this Plan from time to time without approval of the shareholders.
However, without the approval of the shareholders, no amendment will be
effective that:

(a) materially increases the benefits accruing to participants under the
Plan;

(b) increases the aggregate number of Shares that may be delivered upon
the exercise of Options granted under the Plan;

(d) amends the requirements of subparagraphs (a)-(c) of this paragraph.

Any amendment, whether with or without the approval of shareholders, that
alters the terms or provisions of an Option granted before the amendment
(unless the alteration is expressly permitted under this Plan) will be
effective only with the consent of the Recipient to whom the Option was granted
or the holder currently entitled to exercise it.

16. Expenses of Plan. The Company shall bear the expenses of administering
the Plan.

17. Duration of Plan. Options may be granted under this Plan until December
31, 2011.

18. Applicable Law. The validity, interpretation, and enforcement of this
Plan are governed in all respects by the laws of Florida and the United States
of America.

19. Effective Date. The effective date of this Plan, as amended, shall be
the earlier of (i) the date on which the Board adopts the amended Plan or (ii)
the date on which the Shareholders approve the amended Plan.

C-8

DETACH HERE
- -------------------------------------------------------------------------------
REPTRON ELECTRONICS, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints MICHAEL BRANCA and MICHAEL L. MUSTO, or
either of them, each with power of substitution and revocation, as the
proxy or proxies of the undersigned to represent the undersigned and
vote all shares of the Common Stock of Reptron Electronics, Inc. that
the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of Reptron Electronics, Inc., to be held
at Reptron's headquarters located at 14401 McCormick Drive, Tampa,
Florida 33626, on May 15, 2001, at 9:00 a.m., and at any adjournments
thereof, upon the matters set forth on the reverse side and more fully
described in the Notice and Proxy Statement for said Meeting and in
their discretion upon all other matters that may properly come before
said Meeting.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR THE
LISTED NOMINEES FOR DIRECTOR, FOR PROPOSALS 2 AND 3 AND AS THE
PROXYHOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.

1. Election of Directors, Nominees:
[_] FOR ALL NOMINEES LISTED BELOW [_] WITHHOLD AUTHORITY (to vote
(except as marked to the contrary for all nominees listed below)
below)

INSTRUCTION: To withhold authority to vote for one or more of the nominees
listed below, strike a line through the name(s) of the nominee(s)
in the list below. Your share will be voted for the remaining nominee(s).

Class II Class I
William Elson John J. Mitcham
Paul J. Plante

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

DETACH HERE
- --------------------------------------------------------------------------------

2. To adopt a 2002 Incentive Stock Option Plan with 1,000,000 shares available
for issuance pursuant to the Plan.
[_] FOR[_] AGAINST[_] ABSTAIN
3. To approve an amendment to Reptron's Non-Employee Director Stock Option Plan
to increase the number of shares available for issuance pursuant to the plan
from 350,000 shares to 450,000 shares, and to extend the duration of the plan
to December 31, 2011.
[_] FOR[_] AGAINST[_] ABSTAIN
MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING [_]MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT [_]
The Annual Meeting may be held
as scheduled only if a
majority of the shares
outstanding are represented at
the Annual Meeting by
attendance or proxy.
Accordingly, please complete
this proxy and return it
promptly in the enclosed
envelope.
Please date and sign exactly
as your name(s) appear on your
shares. If signing for
estates, trusts, partnerships,
corporations or other
entities, your title or
capacity should be stated. If
shares are held jointly, each
holder should sign.

DATED: __________________ 2001

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

Signature______________________

Signature if held jointly______