EXHIBIT 10.1

                       INTERMAGNETICS GENERAL CORPORATION
                              ENHANCED BENEFIT PLAN

              AMENDMENT AND RESTATEMENT DATED AS OF JUNE 14, 2006



1.    PURPOSE.

      The Board of Directors of Intermagnetics General Corporation has
established an enhanced benefit plan for certain Company executives as a means
of attracting, motivating and retaining the individuals selected for
participation. The Plan is now amended and restated in its entirety, effective
as of June 14, 2006.

2.    DEFINITIONS.

      (a) "BENEFIT PLAN" means the Enhanced Benefit Plan as set forth in this
document, which may be amended from time to time by the Board of Directors.

      (b) "BOARD" means the Board of Directors of the Company.

      (c) "CAUSE" means (i) Participant's willful or gross neglect of his or her
material duties and responsibilities or failure to perform as an employee and
officer of the Company, provided that Participant has received written notice of
such neglect from the President and Chief Executive Officer, has had an
opportunity to respond to the notice, and has failed substantially to cure such
neglect or performance within thirty (30) calendar days of such notice; (ii)
conviction of (or plea of guilty or NOLO CONTENDERE (or equivalent thereof) to)
any felony or any crime involving moral turpitude; or (iii) fraud, gross
misconduct, breach of trust or other act of dishonesty materially and negatively
affecting the Company's business, provided that Participant has received written
notice of such event from the President and Chief Executive Officer and has had
an opportunity to respond to the notice.

      (d) "CHANGE IN CONTROL" means a Control Transaction or a "Change in
Control" as defined in the Company's 2000 Stock Option and Stock Award Plan (the
"OPTION PLAN") or any successor equity plan (it being understood that no event
shall constitute a "Change in Control" for purposes of the Benefit Plan if the
Board has determined pursuant to Section 2(b) of the Option Plan, or a similar
provision of a successor equity plan, that such event shall not constitute a
"Change in Control" for purposes of the Option Plan or such successor plan).

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

      (f) "COMMITTEE" means the Compensation Committee of the Board.

      (g) "COMPANY" means Intermagnetics General Corporation, a New York
corporation, and its subsidiaries and affiliated companies.





      (h) "CONTROL TRANSACTION" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934 (the "Exchange Act"), as in effect on the date of this Benefit Plan, in a
Form 8-K filed under the Exchange Act or in any other filing by the Company with
the Securities and Exchange Commission, provided that, without limitation, such
a Control Transaction shall be deemed to have occurred if:

          (i) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the voting power of the then
outstanding securities of the Company;

          (ii) during any period of two consecutive calendar years there is a
change of twenty-five percent (25%) or more in the composition of the Board of
Directors of the Company in office at the beginning of the period except for
changes approved by at least two-thirds of the directors then in office who were
directors at the beginning of the period.

      (i) "EXTRAORDINARY TERMINATION" means:

          (i) termination by the Company of the employment of Participant with
      the Company for any reason other than for Cause (as defined above), or

          (ii) resignation of Participant within sixty (60) days following (a)
      notification by the Company that it intends to eliminate or materially
      reduce the benefits provided in Sections 4 and 5 of this Benefit Plan, (b)
      a significant diminution of Participant's authority, or (c) the relocation
      of Participant's place of employment to a location outside of the 48
      contiguous states of the United States. For purposes of this Benefit Plan,
      significant diminution of authority is recognized as notification to
      Participant of a change in Participant's status, position,
      responsibilities, or any adverse change to compensation which is not
      broadly applied to management in the Company, which, in Participant's
      reasonable judgment, represents a material adverse change from his or her
      status, position or responsibility. Prior to accepting Participant's
      resignation for any of the reasons set forth in this paragraph, the
      Company shall have an opportunity to rectify the matter that gave rise to
      Participant's resignation; or

          (iii) resignation of Participant upon the occurrence of any of the
      following events upon or within two years after a Control Transaction:

          (1) an assignment to Participant of any duties inconsistent with, or a
      significant change in the nature or scope of Participant's authority or
      duties from, those held by Participant immediately prior to the Control
      Transaction;

          (2) a reduction in Participant's annual salary or bonus program in
      effect immediately prior to the Control Transaction;

          (3) the relocation of Participant's place of employment to a location
      outside of the 48 contiguous states of the United States;



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          (4) the failure by the Company to provide Participant with a
      reasonable number of paid personal leave days at least equal to the number
      of paid personal leave days to which he or she was entitled in the last
      full calendar year prior to the Control Transaction;

          (5) the failure of the Company to provide Participant with
      substantially the same fringe benefits that were provided to Participant
      immediately prior to the Control Transaction, or with a package of fringe
      benefits that, though one or more of such benefits may vary from those in
      effect immediately prior to the Control Transaction, is substantially at
      least as beneficial to Participant in all material respects to such fringe
      benefits taken as a whole.

          (6) the failure of the Company to obtain the express written
      assumption of and agreement to perform the obligations in Article 5 of the
      Benefit Plan by any successor.

      (j) "PARTICIPANT" means an executive of the Company or any subsidiary of
the Company who is designated by the Committee to participate in the Benefit
Plan as described in Section 3. In addition, employees described in Section 7
shall be Participants to the extent described in Section 7.

      (k) "PLAN DOCUMENT" means any document detailing the terms and conditions
of any benefit provided under this Benefit Plan.

      (l) "RESTRICTED PERIOD" means the period commencing at the cessation of a
Participant's employment with the Company and lasting a period equal to the
number of months of severance to which a Participant is eligible in the event of
an Extraordinary Termination, or one year in the event of termination for Cause.

      (m) "SALARY" means Participant's base salary. For purposes of determining
monthly salary, Participant's annual base salary shall be divided by twelve.

      (n) "YEARS OF SERVICE" means the actual number of years Participant has
been an employee of Intermagnetics General Corporation (not necessarily
equivalent to years of service for other qualified benefit plans offered by the
Company).

3.    PARTICIPATION.

      (a) The Committee shall designate those executives of the Company who
shall be eligible to participate in the Benefit Plan. The Participants shall be
set forth in Schedule A, which may be amended from time to time by the
Committee. The Committee may remove or add Participants at any time, at its sole
discretion, during the term of the Benefit Plan. In order to be eligible for the
benefits set forth in the Benefit Plan, Participants must execute the agreement
attached as Schedule B. In addition, individuals who are employees of the
Company at the time of a Change in Control may become eligible for benefits
under Section 6 of the Plan according to the provisions of Section 7 of the
Plan.

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      (b) The Company may amend or terminate the Benefit Plan at any time.
Participation in the Benefit Plan does not constitute a contract of employment.
Nothing herein should be construed as a guarantee of continued employment.
Unless otherwise provided in a written agreement between Participant and the
Company, employment with the Company is on an at-will basis.

4.    ENHANCED BENEFITS.

      (a) LIFE INSURANCE. Each Participant shall be entitled to life insurance
benefits at two times his or her Salary, contingent on Participant's
insurability. This may be accomplished, at the Company's option, by raising or
eliminating any benefit cap on the Company's group term life insurance policy,
or by creating a new policy for the Participant. Participant's entitlement to
this benefit may be subject to insurability.

      (b) SUPPLEMENTAL RETIREMENT CONTRIBUTION. The Company will contribute a
fixed amount annually to the Company's Deferred Compensation Plan on behalf of
each Participant. Such amount will be placed in a separate retirement account
and will vest only upon retirement or a Change in Control as defined in the
Deferred Compensation Plan. The Deferred Compensation Plan Document will be
provided to each Participant and is incorporated by reference herein.

5.    SEVERANCE BENEFITS.

      (a) In the event of an Extraordinary Termination during the term of this
Benefit Plan, Participants shall be entitled to a lump sum severance payment (as
calculated in subsection (b) below) according to the following table:

        YEARS OF SERVICE         MONTHLY SALARY INCLUDED IN SEVERANCE PAYMENT

        LESS THAN 2              6 MONTHS
        2                        9 MONTHS
        3                        10 MONTHS
        4                        11 MONTHS
        5                        12 MONTHS
        6                        13 MONTHS
        7                        14 MONTHS
        8                        15 MONTHS
        9                        16 MONTHS
        10                       17 MONTHS
        11 or more               18 months

      (b) The Company shall pay to Participant in cash within sixty (60) days
after an Extraordinary Termination an amount equal to:



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          (i) the greater of

          (1) Participant's monthly salary immediately prior to the
      Extraordinary Termination; or

          (2) Participant's monthly salary at the time of a Control Transaction;
      times the number of months applicable under subsection (a) above; PLUS

          (ii) payment in lieu of all unused paid personal leave.

      (c) Participant shall not be entitled to any payment under this Benefit
Plan unless Participant first executes and deliver a valid general release and
waiver of all claims against the Company and its parent, subsidiaries, officers,
directors, employees, and agents.

6.    PARACHUTE TAX.

      (a) In the event that it shall be determined that any payment or
distribution by the Company to or for the benefit of a Participant, whether paid
or payable or distributed or distributable pursuant to the terms of this Plan or
otherwise (a "Payment"), would constitute an "excess parachute payment" within
the meaning of Section 280G of the Code, the Company shall pay the Participant
an additional amount (the "Gross-Up Payment") such that the net amount retained
by the Participant after deduction of any Excise Tax (as defined below), and any
federal, state and local income tax, employment tax and Excise Tax imposed upon
the Gross-Up Payment, shall be equal to the Payment. The term "Excise Tax" means
the excise tax imposed under section 4999 of the Code, together with any
interest or penalties imposed with respect to such excise tax. For purposes of
determining the amount of the Gross-Up Payment, the Participant shall be deemed
to pay federal income tax and employment taxes at the highest marginal rate of
federal income and employment taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Participant's
residence, net of the maximum reduction in federal income taxes that may be
obtained from the deduction of such state and local taxes.

      (b) All determinations to be made under this Section 6 shall be made by
the Company's independent public accounting firm immediately prior to the Change
in Control Transaction or another independent public accounting firm selected by
the Company prior to the Change in Control (the "Accounting Firm"). The
Accounting Firm shall provide its determinations and any supporting calculations
to the Company and the Participants no later than ten days after the
consummation of the Change in Control. Any such determination by the Accounting
Firm shall be binding upon the Company and Participants.

      (c) The Company shall pay the applicable Gross-Up Payment as and when the
Excise Tax is incurred on a Payment. The Gross-Up Payment shall be paid in
accordance with Section 409A of the Code, to the extent applicable. If required
in order to comply with Section 409A of the Code, (i) the Gross-Up Payment
attributable to Payments other than severance compensation shall be paid in a
lump sum payment upon the closing of the Change in Control, and (ii) the
Gross-Up Payment attributable to severance compensation shall be paid in a lump
sum payment on the first day on which severance compensation is paid to the
Participant. If the amount of a



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Gross-Up Payment cannot be fully determined by the date on which the applicable
portion of the Payment becomes subject to the Excise Tax ("Payment Date"), the
Company shall pay to the Participant by the Payment Date an estimate of such
Gross-Up Payment, as determined by the Accounting Firm, and the Company shall
pay to the Participant the remainder of such Gross-Up Payment (if any) as soon
as the amount can be determined, but in no event later than 20 days after the
Payment Date.

      (d) In the event that upon any audit by the Internal Revenue Service, or
by a state or local taxing authority, of a Payment or Gross-Up Payment, a change
is finally determined to be required in the amount of taxes paid by the
Employee, appropriate adjustments shall be made such that the net amount that is
payable to the Participant after taking into account the provisions of section
280G and section 4999 of the Code shall reflect the intent of the parties as
expressed in subsection (a) above, in the manner determined by the Accounting
Firm.

      (e) All of the fees and expenses of the Accounting Firm in performing the
determinations under this Section 6 shall be borne solely by the Company. The
Company agrees to indemnify and hold harmless the Accounting Firm from any and
all claims, damages and expenses resulting from or relating to its
determinations pursuant to this Section 6, except for claims, damages or
expenses resulting from the gross negligence or willful misconduct of the
Accounting Firm.

7.    LIMITED PARTICIPATION.

      If an individual who is an employee of the Company at the time of a Change
in Control is a "disqualified individual" under 280G of the Code, the employee
will be eligible to receive a Gross-Up Payment pursuant to Section 6 of the
Benefit Plan, subject to the employee's agreement to be bound by the covenants
of Section 9 below. In order to receive a Gross-Up Payment, the employee must
agree to be bound by the covenants set forth in Section 9. The employee will be
considered a Participant solely for the purpose of receiving such Gross-Up
Payment and for purposes of Section 9 below.

8. WITHHOLDING OF TAXES.

      The Company may withhold from any payments under this Benefit Plan all
federal, state or local taxes and FICA taxes as shall be required pursuant to
any law, regulation or ruling.

9. NON-COMPETE/NON-SOLICITATION.

      (a) Notwithstanding the following provisions, in the event of a
termination of employment for any reason by a Participant (other than a
Participant described in Section 7) upon or after a Change in Control, the
Restricted Period shall extend to the later of (i) one year after termination of
employment or (ii) six months after the date on which the Participant's
Restricted Period would otherwise have terminated. In the event of a termination
of employment for any reason by a Participant described in Section 7 upon or
after a Change in Control, the Restricted Period shall extend to the later of
(i) one year after termination of employment or (ii) six months after the latest
date on which any other non-competition covenant in an agreement between the
Company and the employee would otherwise have terminated.



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      (b) In consideration of the enhanced benefits provided in this Benefit
Plan, Participants agree that during the term of their employment, they will not
participate directly or indirectly, in any capacity, in any business or business
activity that is in competition with the Company or its subsidiaries or
affiliated companies.

      (c) In addition, Participants agree that during the Restricted Period,
they will not, without the Company's express written consent, directly or
indirectly, own an interest in, or participate in, or be connected with, as an
officer, director, employee, partner, member, manager, investor, consultant,
advisor, or otherwise, any partnership, firm, corporation, company or other
business organization or entity that competes with the Company, in the
geographic areas in which the Participant was actively involved in the work of
the Company during the twelve months immediately preceding the cessation of the
Participant's employment; except that a Participant may continue to own shares
in Company stock, and may own up to 2% of the shares of any other publicly
traded company so long as they do not participate in the management or control
of such company.

      (d) Participants further agree that, during the Restricted Period, they
will not, without the prior written consent of the Company, directly or
indirectly, either by themselves or through any person, firm, or corporation for
which they perform any services or in which they have an interest, solicit or
attempt to solicit any customer of the Company, who was a customer to which the
Participant provided services during their employment with the Company.

      (e) Participants agree to notify Company of any ownership of,
participation in, or connection to any business engaged or proposed to engage in
the development, manufacture, distribution or sale of products similar to the
products of the Company which the Participant accepts at any time prior to the
expiration of the Restricted Period. Participants agree to mail such
notification to Company's corporate headquarters, by certified mail, return
receipt requested, no later than the close of the business day after such
acceptance occurs. In no event shall Participant commence such ownership,
participation or connection prior to notification of the Company.

      (f) For a period of two years after the date of termination of a
Participant's employment for any reason, the Participant will not solicit to
employ, either directly or on behalf of a third party, any person who is an
employee of the Company as of the date of the termination of the Participant's
employment.

      (g) The Participants acknowledge and agree that a breach of any of the
terms of this Section may result in material, irreparable injury to the Company
for which any remedy at law will not be adequate, that it will not be possible
to measure damages for such injuries precisely and that, in the event of such a
breach or threat of breach, the Company shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent injunction restraining a
Participant from engaging in activities prohibited by this section, together
with such other relief as may be required to enforce specifically any of the
terms of this section. Nothing in the Benefit Plan shall be construed as
prohibiting the Company from pursuing any other available remedies for such
breach or threatened breach of this section, including recovery of damages,
court costs, and attorney's fees.



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      (h) In the event that one or more provisions in this section are
determined by an arbitrator or court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, Participants agree that the validity,
legality, and enforcement of the remaining provisions of this section shall not
in any way be affected or impaired, and the affected provisions shall be
enforced to the fullest extent allowed by law. Participants also agree that the
terms of this section are reasonable in scope.

10.   SECTION 409A.

      (a) Notwithstanding anything in the Benefit Plan to the contrary, the
Company shall not pay benefits under the Benefit Plan earlier than the earliest
date permitted by section 409A of the Code, or later than the latest date
permitted by section 409A, in order to enable the Participants to avoid taxation
under section 409A of the Code. Compensation that is subject to section 409A
shall be administered consistently with section 409A, to the extent applicable.

      (b) If payment of any benefits under the Benefit Plan is required to be
delayed for a period of time after a Participant's termination of employment (a
"Postponement Period") pursuant to section 409A of the Code, the accumulated
amounts withheld on account of section 409A of the Code shall be paid in a lump
sum payment within five days after the end of the Postponement Period. If the
Participant dies during the Postponement Period prior to the payment of
benefits, the amounts withheld on account of section 409A of the Code shall be
paid to the personal representative of the Participant's estate within 60 days
after the date of the Employee's death.

11.   GOVERNING LAW.

      THIS BENEFIT PLAN SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF
THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISIONS.

12.   RESOLUTION OF DISPUTES.

      (a) In the event of a dispute between the parties concerning any
controversy or claim arising out of or relating to Participant's employment or
this Benefit Plan, the parties shall first attempt to resolve such dispute
through mediation under the auspices of JAMS/Endispute in Albany, New York in
accordance with the rules of JAMS/Endispute. The mediation shall be before one
(1) mediator from the existing panel of employment law mediators maintained by
JAMS/Endispute. If mediation is unsuccessful in resolving the dispute the matter
shall be referred to arbitration by an agreed-upon arbitrator selected from the
panel of JAMS/Endispute's arbitrators specializing in employment law, but shall
not include the mediator who attempted to mediate the dispute. In the event the
parties are unable to agree upon either a mediator or an arbitrator from the
respective JAMS/Endispute panel, either party may petition the Supreme Court,
County of Albany of the State of New York, for appointment of the mediator or
arbitrator from the JAMS/Endispute panel. The arbitrator shall not have the
authority to add to, subtract from or in any way modify the express written
terms of the Benefit Plan or any Plan Document associated therewith, and in
rendering an award, the arbitrator shall be required to adhere to the express
written provisions of this Benefit Plan and any associated Plan Document. The



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mediation agreement or the decision of the arbitrator, as the case may be, shall
be final and binding on the parties and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The costs
for the mediation and/or arbitration shall be borne equally by both parties.

      (b) In the event that JAMS/Endispute no longer operates in the State of
New York at the time a dispute arises under this Benefit Plan, its name shall be
deleted in every place used in the above paragraph and replaced with the
American Arbitration Association.

      (c) In the event a mediation or arbitration is initiated by either party
to enforce the provisions of this Benefit Plan, the prevailing party, if any, as
determined by the mediator or arbitrator, shall be entitled to recover
reasonable costs, expenses and attorneys' fees from the other party.

13.   ADMINISTRATION.

      (a) The Benefit Plan shall be administered and interpreted by the
Committee. The Committee shall have full responsibility and authority to
interpret and administer the Benefit Plan, to adopt, amend and rescind rules and
regulations governing the administration of the Benefit Plan, and to make all
other determinations, including factual determinations, the Committee deems
necessary or advisable in its discretion for the administration of the Benefit
Plan and the benefits provided hereunder.

      (b) The authority of the Committee shall include, but not be limited to,
the power to:

          (i) determine which executives of the Company are eligible to
participate in the Benefit Plan;

          (ii) determine and certify annually the annual contribution amount
allocable hereunder in accordance with Section 4 hereof; and

          (iii) interpret the Benefit Plan, determine any facts, correct any
defect, supply any omission, or reconcile any inconsistency in the Benefit Plan
or in any award hereunder in the manner and to the extent it shall deem
necessary to carry this Benefit Plan into effect.

      (c) Any decision, interpretation or other action made or taken in good
faith by the Committee arising out of or in connection with the Benefit Plan
shall be final, binding and conclusive on the Company and all employees and
their respective heirs, executors, administrators, successors and assigns. The
Committee shall not be liable for any decision or action taken in good faith in
connection with the administration of the Benefit Plan. Without limiting the
generality of the foregoing, any such decision or action taken by the Committee
and the reliance upon any information supplied to it by any officer of the
Company, or the Company's legal counsel, shall be deemed to have been taken in
good faith.



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14.   TERMINATION OR AMENDMENT.

      (a) The Committee may modify, revise, suspend or terminate this Benefit
Plan or discontinue designating Participants or making annual contributions
hereunder, either temporarily or permanently, at any time, and from time to
time.

      (b) Termination or amendment of the Benefit Plan shall not adversely
affect rights or obligations under the Benefit Plan with respect to benefits
earned pursuant to Section 4 or 5 hereof but not paid to the Participant, unless
the consent of the affected Participant is obtained.


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