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                                                                Exhibit 10.11

                              AMENDED AND RESTATED
                          HELIX TECHNOLOGY CORPORATION
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


1.       PURPOSE

         The purpose of the Helix Technology Corporation Stock Option Plan for
Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced and knowledgeable Directors of Helix Technology Corporation (the
"Corporation") for the benefit of the Corporation and its stockholders and to
provide additional incentives for such Directors to continue to serve the best
interests of the Corporation and its stockholders through continuing ownership
of its common stock.

2.       SHARES SUBJECT TO THE PLAN

         The total number of shares of common stock, par value $1.00 per share
(the "Common Stock"), of the Corporation which may be issued pursuant to options
granted under the Plan (including options granted under the Plan prior to the
date of this amendment and restatement ("Prior Options")) shall not exceed
200,000 in the aggregate (the "Shares"), subject to adjustment in accordance
with Section 9 hereof. Shares for which options have been granted pursuant to
the Plan, but which options have lapsed or otherwise terminated or been canceled
to any extent prior to full exercise, shall become available for additional
options granted under the Plan.

3.       ADMINISTRATION OF PLAN

         The Plan shall be administered by the Human Resources and Compensation
Committee of the Board of Directors (the "Board") or such other committees as
the Board may appoint satisfying the requirements of requirements to qualify for
an exemption under Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Committee"). The Committee shall appoint a person (the "Plan Administrator") to
keep records of all elections of Directors and the grant, vesting and exercise
of all options, and the sale or other disposition of all Shares acquired
pursuant to such exercise.

         Grants of stock options under the Plan shall be made by the Committee
as provided in Section 4. All questions of interpretation with respect to the
Plan and options granted under it shall be determined by the Committee, and such
determination shall be final and binding upon all persons having an interest in
the Plan.

         The Committee shall have the power to (i) make all determinations
necessary or advisable for administering the Plan, (ii) correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any stock
option grant in the manner and to the extent that the Committee shall deem
expedient to carry it into effect, and (iii) constitute and appoint a person or
persons to execute and deliver in the name and on behalf of the Corporation all
such grants, agreements, instruments and other documents. It is the intent of
this Plan that it operate in all events subject to approval of the Plan by the
stockholders of the Corporation and that the granting and vesting of such
options under it be within the authority of the Committee in accordance with the
terms of this Plan, subject to the authority, discretion or power of the
stockholders to fail to elect an


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optionee to the Board of Directors of the Corporation, or to remove an optionee
from the Board of Directors of the Corporation, or to amend or terminate this
Plan.

4.       GRANT OF OPTIONS

         (a) ANNUAL OPTION GRANT. Upon the conclusion of each regular annual
meeting of the Corporation's stockholders held in the year 2002 or thereafter,
each Director of the Corporation who is not otherwise an employee of the
Corporation or any of its subsidiaries (a "Non-Employee Director") who will
continue serving as a member of the Board thereafter and who does not hold Prior
Options which have not yet vested, shall be granted an Option to acquire 2,000
shares under the Plan (the "Annual Option").

         (b) INITIAL OPTION GRANT. Any Non-Employee Director of the Corporation
who is elected for the first time otherwise than at an annual meeting after the
2002 meeting shall receive an initial Option to acquire 2,000 shares under the
Plan (the "Initial Option") which shall become exercisable as of the date of the
annual meeting following such Non-Employee Director's election. The Non-Employee
Director shall be eligible to receive Annual Options as described in Section
4(a).

         (c) EARLY GRANT OF ANNUAL OPTIONS. For a Non-Employee Director elected
as Director for the first time, the Committee may, in its discretion, grant the
Annual Option in a year prior to which the Annual Option is earned at the time
an Initial Option is granted, provided that any such Annual Option (the "Early
Annual Option") shall become vested according to the vesting schedule that would
have applied to the option had the option been granted on its regularly
scheduled grant date. The Committee may only grant Early Annual Options as far
as four years prior to the date on which the Annual Option would have been
granted had such option not been granted early.

5.       OPTION GRANT

         Each option granted under the Plan shall be a Non-Qualified Stock
Option and shall be evidenced by a Grant of Option duly executed on behalf of
the Corporation and shall comply with and be subject to the terms and conditions
of the Plan.

6.       OPTION EXERCISE PRICE

         The option exercise price for an option granted under the Plan shall be
the fair market value of the Shares covered by the option at the time the option
is granted. Fair market value shall be the mean between the high and low quoted
selling prices of the Common Stock on the date the option is granted as reported
on the Nasdaq National Market or, if not so quoted, on the principal national
securities exchange on which the Common Stock is then listed. The option
exercise price shall be subject to adjustment in accordance with Section 9
hereof.


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7.       MANNER OF EXERCISE OF OPTIONS

         (a) TIME AND MANNER OF EXERCISE OF OPTIONS.

         Options granted under the Plan shall become exercisable in full on the
one year anniversary of the date of the grant, subject to the limitations
applicable to Early Annual Options set forth in Section 4(b). To the extent that
the right to exercise an option has accrued and is in effect, the option may be
exercised in full at one time or in part from time to time, by giving written
notice to the Corporation, signed by the person or persons exercising the
option, stating the number of Shares with respect to which the option is being
exercised, accompanied by payment in full for such Shares. Payment may be made
in whole or in part by (i) cash or cash equivalents, (ii) shares of Common Stock
of the Corporation already owned for a period of at least six months, or not
acquired directly or indirectly from the Corporation by the person exercising
the option, valued at fair market value as defined above on the business day
immediately prior to the date of exercise, (iii) delivery (on a form prescribed
by the Committee) of an irrevocable direction to a securities broker approved by
the Corporation to sell all or part of the shares of Common Stock being
purchased under the Plan and to deliver all or part of the sales proceeds to the
Corporation, or (iv) such other form of payment which the Committee determines
to be acceptable and consistent with applicable laws, regulations and rules.

         (b) TAXES.

         The optionee shall pay to the Corporation, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld in respect of any option granted under the plan no later than the date
of the event creating the tax liability. In the Committee's discretion, the
minimum statutory withholding obligations, based on the minimum statutory
withholding rates for federal and state tax purposes, may be paid in whole or in
part in Shares of Common Stock retained from the exercise of the option, valued
at the fair market value of the Common Stock on the date of exercise.

         (c) TERM OF OPTIONS.

         The Expiration Date for each option shall be the earlier of (i) the
10th anniversary of the date of grant or, (ii) the date 12 months after the
termination of such Non-Employee Director's service as a director for any
reason.

8.       OPTIONS NOT TRANSFERABLE

         The right of an optionee to exercise an option granted to him or her
under the Plan and any interest therein or in the Shares received upon exercise
shall be assignable or transferable by such optionee in a respect other than by
will or the laws of descent and distribution only at the discretion of the
Board, and any such option shall be exercisable during the lifetime of such
optionee only by him or her except as expressly permitted by the Board. Any
option granted under the Plan shall become null and void and shall be without
further force or effect upon the bankruptcy of the optionee, or upon any
attempted assignment or transfer of such option or any interest therein (except
as provided in the preceding sentence), including, without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition, attachment,



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trustee process or similar process, whether legal or equitable with respect to
such option or any interest therein.

9.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         In the event that the outstanding shares of the Common Stock of the
Corporation are changed into or exchanged for a different number or kind of
shares or other securities of the Corporation or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares or dividends payable in
capital stock, appropriate adjustment shall be made in the number and kind of
Shares as to which outstanding options, or portions thereof then unexercised
shall be exercisable, to the end that the proportionate interest of the optionee
shall be maintained as before the occurrence of such event; such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of such options and with a corresponding adjustment
in the option price per Share.

10.      RESTRICTIONS ON ISSUANCE OF SHARES

         The Corporation may impose such conditions with respect to the exercise
of options, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable.

11.      TERMINATION AND AMENDMENT OF PLAN

         Unless sooner terminated as herein provided, or extended with the
approval of the stockholders of the Corporation, the Plan shall terminate on
February 20, 2012, except as to options granted prior to that date. The Board
may at any time terminate the Plan or make such modifications or amendments
thereto as it deems advisable; provided, however, that except as provided in
Section 9 the Board may not, without the approval of the stockholders of the
Corporation, (i) increase materially the benefits accruing to participants
hereunder, (ii) increase the maximum aggregate number of shares for which
options may be granted under the Plan or the number of shares for which an
option may be granted to any optionee, (iii) modify the provisions of Section 4
regarding eligibility, (iv) extend the expiration date of the Plan, or (v)
modify the provisions of Section 6 regarding the exercise price. Termination or
any modification or amendment of the Plan shall not, without the consent of an
optionee, materially adversely affect his or her rights under an option
previously granted to him or her.

12.      SCOPE OF AMENDMENT AND RESTATEMENT

         This Plan is amended and restated as of April 24, 2002 and its terms
shall apply to options granted from and after such date. Prior Options shall
be governed by the terms and provisions of the Plan as in effect when such
options were granted.



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THIS PLAN WAS APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 14, 1996.

THIS PLAN WAS APPROVED BY THE STOCKHOLDERS ON APRIL 24, 1996.

THIS PLAN WAS AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 20, 2002.

THIS PLAN AS AMENDED WAS APPROVED BY THE STOCKHOLDERS ON _________ ___, 2002.



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