Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 6, 2009, Arthur Nadata, the Chairman and Chief Executive Officer of Nu Horizons Electronics Corp. (the "Company"), voluntarily forfeited 150,000 fully vested stock options having an exercise price of $8.99 per share and Richard Schuster, the President and Chief Operating Officer of the Company, voluntarily forfeited 135,000 fully vested stock options having an exercise price of $8.99 per share.

This action was initiated by Messrs. Nadata and Schuster for the following reasons:

• The exercise price of the options was substantially in excess of the current market price of the Company's common stock. Consequently, it was unlikely that Messrs. Nadata and Schuster would receive compensation under the surrendered options; and

• The shares underlying the options will again be available for grant under the Company's 2000 Key Employee Stock Option Plan to meet the Plan's purposes to attract, motivate and retain key talent.

Messrs. Nadata and Schuster received nothing in return, and were promised nothing in return, such as future equity grants to replace the forfeited options. No new equity grants have been made to Messrs. Nadata and Schuster since September 2006, and the Company has no plans to vary its equity grant practices as a result of this forfeiture. The surrender of the stock options does not have tax implications to the Company.

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