Exhibit 10.1


                                 SIX FLAGS, INC.
                      2008 STOCK OPTION AND INCENTIVE PLAN

I.    THE PLAN

         There is hereby established the 2008 Stock Option and Incentive Plan
(the "Plan") for Six Flags, Inc. (the "Company"), under which options may be
granted to purchase shares of the common stock of the Company, under which
shares of such common stock may be granted or sold at incentive prices below the
market price at the time of sale, and under which stock appreciation rights may
be granted.

II.   DEFINITIONS

         As used herein, the terms set forth below shall have the following
respective meanings:

      (a)   "Award" means an Employee Award or a Director Award.

      (b)   "Award Agreement" means an Employee Award Agreement or Director
            Award Agreement.

      (c)   "Board" means the Board of Directors of the Company.

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

      (e)   "Committee" means the Compensation Committee of the Board or such
            other committee of the Board as is designated by the Board to
            administer the Plan.

      (f)   "Company" means Six Flags, Inc., a Delaware corporation, and its
            successors.

      (g)   "Director" means an individual serving as a member of the Board.

      (h)   "Director Award" means the grant of Director Options to a
            Non-Employee Director.

      (i)   "Director Award Agreement" means a written agreement between the
            Company and a Participant who is a Non-Employee Director setting
            forth the terms, conditions and limitations applicable to a Director
            Award.

      (j)   "Director Option" means a Nonqualified Stock Option granted to a
            Non-Employee Director.

      (k)   "Employee" means an officer or key employee of the Company or its
            Subsidiaries, including an officer or key employee who serves as a
            member of the Board.


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      (l)   "Employee Award" means the grant of options, stock appreciation
            rights, shares or rights to purchase shares, whether granted singly,
            in combination or in tandem, to a Participant who is an Employee.

      (m)   "Employee Award Agreement" means a written agreement between the
            Company and a Participant who is an Employee setting forth the
            terms, conditions and limitations applicable to an Employee Award.

      (n)   "Exchange Act" means the Securities Exchange Act of 1934, as
            amended.

      (o)   "Incentive Stock Option" means an option that is intended to comply
            with the requirements set forth in Section 422 of the Code.

      (p)   "Non-Employee Director" means a Director who is not an employee of
            the Company or any of its Subsidiaries.

      (q)   "Nonqualified Stock Option" means an option that is not an Incentive
            Stock Option.

      (r)   "Participant" means an Employee or Director to whom an Award has
            been made under the Plan.

      (s)   "Performance Goals" mean the measurable performance objective or
            objectives established pursuant to the Plan for Participants who
            have received, when so determined by the Committee, grants of shares
            of common stock pursuant to the Plan. Performance Goals may be
            described in terms of Company-wide objectives or objectives that are
            related to the performance of the individual Participant or of the
            Subsidiary, division, department, park, region or function within
            the Company or Subsidiary in which the Participant is employed. The
            Performance Goals may be made relative to the performance of other
            companies and will be based on one or more of the following business
            criteria: earnings before interest, taxes, depreciation and
            amortization; net income; pretax earnings; operating income; pro
            forma net income; appreciation in value of shares; total shareholder
            return; earnings per share; return on equity; return on designated
            assets; return on capital; economic value added; revenues (including
            net revenue per capita and sponsorship revenues); expenses;
            operating cash flow; free cash flow; cash flow return on investment;
            operating margin or net profit margin; attendance; or any of the
            above criteria as compared to the performance of a published or a
            special index deemed applicable by the Committee. If the Committee
            determines that a change in the business, operations, corporate
            structure or capital structure of the Company, or the manner in
            which it conducts its business, or other events or circumstances
            render the Performance Goals unsuitable, the Committee may in its
            discretion modify such Performance Goals or the related minimum
            acceptable level of achievement, in whole or in part, as the
            Committee deems appropriate and equitable, except in the case of a
            covered employee (within the meaning of section 162(m) of the Code)
            where such action would result in the loss of the otherwise
            available exemption of the award under Section 162(m) of the Code.


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      (t)   "Subsidiary" means a corporation so defined under Section 424(f) of
            the Code.

III.  AMOUNT OF STOCK

      (a)   A maximum of 3,250,000 shares of the Company's common stock may be
            issued under the Plan pursuant to Awards issued under the Plan.
            Shares issued under the Plan may be authorized but unissued shares,
            shares held in the treasury or outstanding shares purchased from
            their owners on the market or otherwise. If any Award granted under
            the Plan is forfeited, terminates or is cancelled for any reason
            before it is exercised, vested or earned in full, the shares
            previously reserved for issuance for such Award shall not count
            toward the maximum number of shares that may be issued under the
            Plan, and such shares shall again be available to be issued under
            the Plan. Awards tendered or surrendered to pay the tax obligation
            or exercise price for options or stock appreciation rights cannot be
            re-issued under the Plan and in the event the Company issues stock
            appreciation rights and settles stock appreciation rights in shares
            of common stock, the entire number of shares pursuant to the stock
            appreciation right will count against the maximum number of shares
            issuable under the Plan. Awards settled in cash will not count
            against the maximum number of shares issuable under the Plan.

      (b)   If the outstanding shares of the Company's common stock are from
            time to time increased, decreased, changed into or exchanged for a
            different number or kind of shares of the Company through merger,
            consolidation, reorganization, split-up, split-off, spin-off,
            recapitalization, reclassification, stock dividend, stock split or
            reverse stock split, an appropriate and proportionate adjustment
            shall be made in the number, kind and price of shares which may be
            issued pursuant to Awards under the Plan, such that each Award shall
            be for such securities, cash and/or other property as would have
            been received and at such exercise price or purchase price as would
            have been paid in respect of such shares had the shares been issued
            in full immediately prior to such increase, decrease, change or
            exchange. Such adjustment shall be made successively each time that
            any such increase, decrease, change or exchange is made. In
            addition, in the event of any such increase, decrease, change or
            exchange, the Committee shall make such further adjustments as are
            appropriate to the maximum number of shares subject to the Plan, to
            the other provisions of the Plan and to Awards pursuant to the Plan.
            Except to the extent provided in this Section III, no reduction
            shall be made in the exercise price of any option or stock
            appreciation right and no option or stock appreciation right shall
            be regranted with a lower exercise price or cancelled and replaced
            with an option or stock appreciation right having a lower exercise
            price.

      (c)   To the extent that the aggregate fair market value of stock subject
            to one or more Incentive Stock Options that are first exercisable by
            an Employee in any calendar year under the Plan (and under all other
            plans of the Company and its Subsidiaries) exceeds $100,000,
            determined as of the time the options are granted, such options
            shall be treated as Nonqualified Stock Options. This limitation will
            be applied by taking into account options in the order in which they
            were granted.


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IV.   ADMINISTRATION

      (a)   The Plan shall be administered by the Committee, which shall include
            not fewer than two Directors, each of whom shall be a "Non-Employee
            Director" within the meaning of Rule 16b-3 promulgated under the
            Exchange Act and an "outside director" within the meaning of
            Treasury Regulation Section 1.162-27(e)(3). The Board may from time
            to time remove members from or add members to the Committee.
            Vacancies on the Committee, however caused, shall be filled by the
            Board. A majority of the Committee shall constitute a quorum and the
            acts of a majority of the members present at any meeting (held at a
            time and place determined by, and in accordance with rules adopted
            by, the Committee) at which a quorum is present, or actions approved
            in writing by a majority of the members of the Committee, shall
            constitute acts of the Committee.

      (b)   Subject to the express terms and conditions of the Plan, the
            Committee shall have full power to construe the Plan, to prescribe,
            amend and rescind rules and regulations relating to the Plan and to
            make all other determinations necessary or advisable for the
            administration of the Plan. The exercise of these powers by the
            Committee shall be conclusive and binding upon all present, past and
            future Participants in the Plan.

      (c)   The Committee may from time to time determine to which Employees and
            Non-Employee Directors eligible for selection as Participants in the
            Plan, if any, Awards shall be made under the Plan, the number of
            shares which may be issued in connection with each such Award, the
            restrictions and forfeiture provisions related to such Awards, the
            periods after which shares subject to an Award shall vest and after
            which options and stock appreciation rights may be exercised and
            incentive shares may be purchased, the circumstances under which
            such periods may be accelerated, the exercise price of options and
            stock appreciation rights and the purchase price of shares subject
            to Awards, the means of payment of such exercise price or purchase
            price, the means of payment of any withholding taxes related to an
            Award, and the extent to which any option, right or share may be
            transferred.

                  In addition, the Committee shall have full power and
            discretion to establish and administer Performance Goals and
            business criteria, establish performance periods, and certify that
            Performance Goals have been attained, in each case, if and to the
            extent required to comply with the "qualified performance-based
            compensation" exception to Section 162(m) of the Code and the
            applicable regulations thereunder.

      (d)   The Committee shall report in writing to the Secretary of the
            Company the names of the Employees and Non-Employee Directors
            selected as Participants in the Plan, and the terms and conditions
            of the options, stock appreciation rights or shares to be granted or
            sold to each of them.


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V.    ELIGIBILITY FOR PARTICIPATION

         All Employees and Non-Employee Directors shall be eligible for
selection as Participants in the Plan; provided, however, that Incentive Stock
Options may be granted only to Employees.

VI.   TERMS AND CONDITIONS OF OPTIONS, STOCK APPRECIATION RIGHTS AND SHARE
      GRANTS AND SALES

      (a)   The terms, conditions and vesting periods, if any, for each Award
            under the Plan shall be evidenced by an Employee Award Agreement or
            Director Award Agreement, as applicable, executed by the Company and
            the Participant, which shall contain the following provisions, if
            applicable:

            (i)   The number of shares which may be issued upon exercise of the
                  option, the period during which the option may be exercised,
                  the purchase price or prices per share to exercise the option,
                  and the means of payment for the shares and for any
                  withholding taxes imposed upon exercise of the option;
                  provided, however, that notwithstanding any other provision of
                  the Plan to the contrary, the term of an option shall not
                  exceed ten (10) years; and provided, further, that in the case
                  of an Incentive Stock Option granted to an Employee who, at
                  the time such Incentive Stock Option is granted, owns shares
                  of the Company or any of its Subsidiaries which possess more
                  than ten percent (10%) of the total combined voting power of
                  all classes of stock of the Company or of any of such
                  Subsidiaries, the term of such Incentive Stock Option shall
                  not exceed five (5) years; and provided, further, that the
                  purchase price or prices of each share of the Company's common
                  stock subject to any option under the Plan shall be determined
                  as follows:

                  (A)   The purchase price of each share subject to an option
                        under the Plan shall be not less than one hundred
                        percent (100%) of the fair market value of such share on
                        the date the option is granted; provided, however, that
                        in the case of an Incentive Stock Option granted to an
                        Employee who, at the time such Incentive Stock Option is
                        granted, owns shares of the Company or any of its
                        Subsidiaries which possess more than ten percent (10%)
                        of the total combined voting power of all classes of
                        stock of the Company or of any of such Subsidiaries, the
                        purchase price of each share subject to such Incentive
                        Stock Option shall be not less than one hundred and ten
                        percent (110%) of the fair market value of such share on
                        the date such option is granted. In determining stock
                        ownership by an Employee for any purpose under the Plan,
                        the rules of Section 424(d) of the Code shall apply, and
                        the Board and the Committee may rely on the
                        representations of fact made to them by the Employee and
                        believed by them to be true.


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                  (B)   The fair market value of shares of the Company's common
                        stock on a particular date is deemed to be the reported
                        closing sales price of such shares on such date on the
                        largest national securities exchange (based on the
                        aggregate dollar value of securities listed) on which
                        such shares are then listed or traded (or, if such
                        exchange is not open on such date, the reported opening
                        sales price on the next date on which such exchange is
                        open). If such shares are not listed or traded on any
                        national securities exchange, then, in each case, to the
                        extent the Committee determines in good faith that the
                        following prices arise out of a bona fide, established
                        trading market for the shares, the fair market value of
                        the shares is deemed to be:

                        (x)   the reported closing sales price of such shares in
                              the over-the-counter market, as reported on the
                              National Association of Securities Dealers
                              Automated Quotations System, or, if no such price
                              is reported thereon, the average of the closing
                              bid and asked prices as so reported on such date
                              (or, if such market is not open on such date, the
                              average of the opening bid and asked prices on the
                              next date on which such market is open), or


                        (y)   if such prices are not reported on such system,
                              then the average of the closing bid and asked
                              prices reported by the National Quotation Bureau
                              Incorporated on such date (or, if no such prices
                              are reported on such date, the average of the
                              opening bid and asked prices on the next date on
                              which such prices are reported). In all other
                              cases, the fair market value of the shares shall
                              be established by the Committee in good faith.

            (ii)  Such terms and conditions of exercise as may be set by the
                  Board or the Committee and specified in the Award Agreement or
                  other grant agreement.

            (iii) An Incentive Stock Option is not transferable other than by
                  will or the laws of descent and distribution and is
                  exercisable during the Employee's lifetime only by the
                  Employee or, if the Employee is disabled, by his guardian or
                  legal representative. Award Agreements also may permit an
                  Incentive Stock Option to be transferred to a trust, provided
                  the Employee is considered, under Section 671 of the Code and
                  applicable state law, to be the sole beneficial owner of the
                  option while it is held in trust. In the case of an option
                  that does not otherwise qualify as an Incentive Stock Option,
                  Award Agreements may permit the option to be transferred to
                  immediate family members of the Participant, trusts for their
                  exclusive benefit or partnerships of which the Participant or
                  such family members are the only partners.


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            (iv)  In addition to the restrictions set forth in subsection (iii)
                  above, such restrictions on transfer of the option, and such
                  restrictions on transfer of the shares acquired upon exercise
                  of the option, as may be set by the Committee.

            (v)   Such other terms and conditions not inconsistent with the Plan
                  as may be set by the Committee, including provisions allowing
                  acceleration of options upon a change of control of the
                  Company or otherwise.

      (b)   In the discretion of the Committee, any option granted hereunder may
            provide that such option may be exercised by the holder's surrender
            of all or part of such option to the Company in exchange for a
            number of shares of the Company's common stock having a total fair
            market value, as of the date of surrender, equal to the excess of
            (i) the fair market value, as of the date of surrender, of the
            number of shares that could be acquired by the exercise of the
            portion of the option that is surrendered, over (ii) the aggregate
            exercise price which would otherwise be paid to the Company upon a
            normal exercise of the option as to that number of shares. In the
            event the foregoing calculation would require the issuance of a
            fractional share, the Company shall, in lieu thereof, pay cash to
            the holder in an amount equal to the fair market value of such
            fractional share as of the date of surrender.

      (c)   The Committee may, in its discretion, grant stock appreciation
            rights to Participants who are concurrently being granted, or
            previously have been granted, options under the Plan. A stock
            appreciation right shall be related to a particular option (either
            to an option previously granted or to an option granted concurrently
            with the stock appreciation right) and shall entitle the
            Participant, at such time or times as the related option is
            exercisable, and upon surrender of the then exercisable option, or
            part thereof, and exercise of the stock appreciation right, to
            receive payment of an amount determined pursuant to paragraph (ii)
            below.

                  Stock appreciation rights shall be subject to the following
            terms and conditions, to the terms of subsection (a)(iii) above
            regarding transferability of Nonqualified Stock Options, and to such
            other terms and conditions not inconsistent with the Plan as the
            Committee may approve and direct:

            (i)   A stock appreciation right shall be exercisable by a
                  Participant at such time or times, and to such extent, as the
                  option to which it relates is then exercisable.

            (ii)  Upon exercise of a stock appreciation right and surrender of
                  the corresponding exercisable portion of the related option, a
                  Participant shall be entitled to receive payment of an amount
                  determined by multiplying:

                  (A)   the difference obtained by subtracting the option
                        exercise price per share of common stock under the
                        related option from the fair market value of a share of
                        common stock of the Company on the date of exercise of
                        the stock appreciation right, by


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                  (B)   the number of shares with respect to which the related
                        option is being surrendered and the stock appreciation
                        right is being exercised.

      (d)   The Committee may, in its discretion, grant or sell to a Participant
            shares of the Company's common stock, subject to such terms,
            conditions and vesting provisions, if any, as the Committee may
            prescribe.

      (e)   Notwithstanding anything herein to the contrary, during any calendar
            year, (i) no Participant may be granted options or stock
            appreciation rights with respect to more than one million five
            hundred thousand (1,500,000) shares of common stock under the Plan
            in the aggregate, and (ii) no Participant may be granted or sold
            shares of common stock, whether or not subject to Performance Goals,
            for more than one million five hundred thousand (1,500,000) shares,
            as adjusted pursuant to Section III above.

VII.  PROCEEDS FROM SALES OF SHARES

         Proceeds from sales of shares pursuant to the Plan and from exercises
of options granted under the Plan shall be added to the general funds of the
Company and thereafter may be used for such corporate purposes as the Board
determines and directs.

VIII. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

         The Board may at any time amend, suspend or terminate the Plan.
However, no such action by the Board may be taken without the approval of the
stockholders of the Company entitled to vote thereon if such action would
materially increase the benefits accruing to Participants under the Plan,
increase the aggregate number of shares subject to the Plan (other than pursuant
to Section III of the Plan), or change the provisions of the Plan regarding
eligibility for participation in the Plan. No amendment, suspension or
termination of the Plan shall alter or impair any rights or obligations under an
outstanding Award Agreement or other grant agreement without the consent of the
holder.

IX.   PROVISIONS FOR EMPLOYEES OF SUBSIDIARIES

         In connection with an Award to an Employee of a Subsidiary, the Company
may sell to the Subsidiary the shares subject to the Award, at a price which
shall be not less than the option exercise price or purchase price paid by the
Employee for the shares, but which may be more, in order that the shares issued
or sold to the Employee may be issued or sold to him directly by his employer
corporation.

X.    EFFECTIVE DATE AND TERMINATION OF THE PLAN

      (a)   The Plan shall be submitted for a vote at a meeting of the
            stockholders of the Company or shall be approved by written consent
            of the stockholders in accordance with, and only to the extent
            permitted by, the Company's charter and


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            by-laws and by applicable state laws prescribing the method and
            degree of stockholder approval required for the issuance of
            corporate stock or options; provided, that if applicable state law
            does not provide a method and degree of required approval, the Plan
            must be approved by a majority of the votes cast at a duly held
            stockholders' meeting at which a quorum representing a majority of
            all outstanding voting stock is, either in person or by proxy,
            present and votes on the Plan.

      (b)   If approved by the stockholders of the Company within twelve (12)
            months before or after adoption of the Plan by the Board, the Plan
            shall become effective on the later of the date of such stockholder
            approval or the date of adoption of the Plan by the Board (the
            "Effective Date"). Unless sooner terminated by the Board, the Plan
            shall terminate on the date ten (10) years after the earlier of (i)
            the date the Plan is adopted by the Board or (ii) the Effective
            Date. After termination of the Plan, no further Awards may be made
            under the Plan; provided, however, that such termination will not
            affect any options or stock appreciation rights granted or shares
            granted or sold under the Plan prior to such termination and shall
            not affect the provisions of the Plan relating to such options,
            stock appreciation rights and shares.

XI.   MISCELLANEOUS

      (a)   The invalidity or illegality of any provision of the Plan shall not
            affect the validity or legality of any other provision of the Plan.

      (b)   The Plan, any options or stock appreciation rights granted or shares
            granted or sold thereunder and all related matters shall be governed
            by, and construed and enforced in accordance with, the laws of the
            State of Delaware.


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