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                                                                    EXHIBIT 10.1


                                 MEDIA 100 INC.

                       Key Employee Incentive Plan (1982),
                      As Amended Through November 15, 1996
                      ------------------------------------


     1.    PLAN; PURPOSE; GENERAL. The purpose of this Key Employee Incentive
Plan (1982) (the "Plan") is to advance the interests of Media 100 Inc. (formerly
Data Translation, Inc.) (the "Company") by enhancing the ability of the Company
and its subsidiaries to attract and retain selected Employees, by creating for
such Employees incentives and rewards for their contributions to the success of
the Company, and by encouraging such Employees to become owners of shares of the
Company's Common Stock, par value $0.01 per share (the "common stock" or
"stock"). The term "Employees" as used herein shall include part-time employees
and directors whether or not they are employees.

     Options granted pursuant to the Plan may be incentive stock options as
defined in the Internal Revenue Code of 1986, as amended (the "Code") (such
options being referred to herein as "incentive options") or non-incentive
options, or both. The proceeds received from the sale of stock pursuant to the
Plan shall be used for general corporate purposes.

     2.     EFFECTIVE DATE OF PLAN. This Plan will become effective upon
approval by the holders of at least a majority of the voting power of all shares
outstanding and entitled to vote thereon at the special meeting in lieu of the
Annual Meeting of Stockholders of the Company to be held on March 2, 1982 or at
any adjournment thereof.

     3.     ADMINISTRATION OF THE PLAN. The Plan will be administered by the
Board of Directors (the "Board") of the Company. The Board will have authority,
not inconsistent with the express provisions of the Plan, to take all action
necessary or appropriate thereunder, to interpret its provisions, and to decide
all questions and resolve all disputes which may arise in connection therewith.
Such determinations of the Board shall be conclusive and shall bind all parties.

     The Board may, in its discretion, delegate its powers with respect to the
Plan to an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board hereunder, including
without limitation the references in Section 11, shall be deemed to refer to the
Committee. The Committee shall consist of not fewer than two members, and each
member of the Committee shall be, at the time of his appointment and at any time
he exercises discretion in administering the Plan, a "disinterested person" as
that term is defined in Rule 16b-3 adopted pursuant to the Securities Exchange
Act of 1934. A majority of the members of any such Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.

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     4.     ELIGIBILITY. The Participants in the Plan will be such Employees,
whether or not they are also officers or directors, of the Company or of any of
its present or future subsidiaries (as defined in Section 10) as may be selected
from time to time by the Board in its discretion. However, members of the
Committee and directors who are not employees of the Company or one of its
subsidiaries will not be eligible except to the extent provided in Section 13
hereof.

     No incentive option shall be granted to a Participant who is not an
"employee" as defined in the provisions of the Code or regulations thereunder
applicable to incentive options. No incentive option shall be granted to a
Participant who at the time of grant owns, directly or indirectly through
application or the attribution rules of the Code, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or of
its subsidiaries unless (i) the option price at the time it is granted is at
least 110 percent of the fair market value of the stock subject to the option,
and (ii) the period of the option does not exceed five years from the date of
grant.

     5.     GRANT OF OPTIONS. Subject to the express provisions of the Plan, the
Board shall have the sole authority and discretion (a) to determine which of the
employees of the Company and its subsidiaries will be granted options; (b) to
determine whether the options granted to any employees shall be incentive
options or non-incentive options or both; (c) to determine the time or times
when options will be granted and the number of shares of common stock to be
subject to each option; (d) to determine the option price of the shares subject
to each option in accordance with paragraph 6(a) below, and the method of
payment of such price; (3) to determine the time or times when each option
becomes exercisable and the duration of the exercise period; (f) to impose
additional conditions or restrictions on any option, such conditions or
restrictions, if any, to be set forth on the award form or other instrument
evidencing the option; (g) to prescribe the form or forms of the instruments
evidencing any options granted under the Plan and of any other instruments
required under the Plan and to make changes in such forms from time to time; and
(h) to adopt, amend and rescind rules and regulations for the administration of
the Plan and the options and for its own acts and proceedings.

     No option shall be granted after April 30, 1992 but options previously
granted may extend beyond that date.

         6.       Terms and Conditions of Options.
                  -------------------------------

         (a)      EXERCISE PRICE. The purchase price per share for shares
                  issuable upon exercise of options shall be determined by the
                  Board and shall not be less than (i) in the case of incentive
                  options, 100% of the fair market value of stock on the date of
                  grant, and (ii) in the case of other options, not less than
                  90% of the fair market value of the stock on the date of
                  grant; nor shall the option price be less, in the case of an
                  original issue of authorized 

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                  stock, than par value per share. For this purpose, "fair
                  market value" will be determined as set forth in Section 10.

         (b)      PERIOD OF OPTIONS. Unless earlier terminated, options shall
                  terminate and no longer be exercisable upon the completion of
                  six years from the date of grant (the "Final Exercise Date")
                  unless the Board at the time of granting has specified an
                  earlier or later Final Exercise Date in the case of a
                  particular option or options. The Board at any time may, in
                  its discretion, extend the Final Exercise Date of any or all
                  options for a period not exceeding four years from the date of
                  extension. Notwithstanding the foregoing, no incentive option
                  shall be exercisable after ten years from the date of its
                  grant.

         (c)      Exercise of Options.
                  -------------------

                  (1)      Unless the Board at the time of grant or at any other
                           time otherwise specifies in the case of a particular
                           option or options, each option shall first become
                           exercisable with respect to one-fifth of the shares
                           covered by it upon the completion of one year from
                           the date of the grant of the option (the "Initial
                           Exercise Date"), and with respect to an additional
                           one-fifth each succeeding year until the option
                           becomes exercisable with respect to all of the shares
                           covered by it. Notwithstanding the foregoing, in no
                           event shall any option be exercisable, in whole or in
                           part, less than one year from its date of grant. No
                           incentive option granted before January 1, 1987 may
                           be exercisable while there is outstanding (within the
                           meaning of Section 422A(b)(7) of the Internal Revenue
                           Code as in effect prior to the enactment into law of
                           the Tax Reform Act of 1986) any incentive stock
                           option previously granted to the Participant to
                           purchase stock in the Company or in a corporation
                           which (at the time of the granting of such option) is
                           a parent or a subsidiary of the Company, or is a
                           predecessor corporation of any such corporation.

                  (2)      In the case of options intended to be incentive
                           options, the award forms or other instruments
                           evidencing such options shall contain such provisions
                           relating to exercise and other matters as are
                           required of incentive options under the applicable
                           provisions of the Internal Revenue Code and Treasury
                           Regulations, as from time to time in effect.

                  (3)      A person electing to exercise part or all of his
                           options shall give written notice to the Company, as
                           specified by the Board, of his election and of the
                           number of shares he has elected to purchase, such
                           notice to be accompanied by the instrument evidencing
                           such 
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                           option and any other documents required by the
                           Board, and shall at the time of such exercise tender
                           the purchase price of the shares he has elected to
                           purchase. If the notice of election to exercise is
                           given by the executor or administrator of a deceased
                           Participant, or by the person or persons to whom the
                           option has been transferred by the Participant's will
                           or the applicable laws of descent and distribution,
                           the Company will be under no obligation to deliver
                           shares pursuant to such exercise unless and until the
                           Company is satisfied that the person or persons
                           giving such notice is or are entitled to exercise the
                           option.

         (d)   PAYMENT FOR DELIVERY OF SHARES. Shares which are subject to
               option shall be issued only upon receipt by the company of full
               payment of the purchase price for the shares as to which the
               option is exercised. The purchase price shall be payable by the
               Participant to the Company either (i) in cash or by check, bank
               draft or money order payable to the order of the Company; or (ii)
               through the delivery of shares of the common stock (duly owned by
               the Participant and for which the Participant has good title free
               and clear of any liens and encumbrances) having a fair market
               value equal to the purchase price; or (iii) by a combination of
               cash and common stock as provided in (i) and (ii) above.

     The Company shall not be obligated to deliver any shares unless and until,
in the opinion of the Company's counsel, all applicable federal and state laws
and regulations have been complied with, nor, if the outstanding common stock is
at the time listed on any securities exchange, unless and until the shares to be
delivered have been listed (or authorized to be added to the list upon official
notice of issuance) upon such exchange, nor unless or until all other legal
matters in connection with the issuance and delivery of shares have been
approved by the Company's counsel. Without limiting the generality of the
foregoing, the Company may require from the person exercising an option such
investment representation or such agreement, if any, as counsel for the Company
may consider necessary in order to comply with the Securities Act of 1933 and
may require that such person agree that any sale of the shares will be made only
on a national securities exchange or in such other manner as is permitted by the
Board and that he will notify the Company before he makes any disposition of the
shares whether by sale, gift or otherwise.

     A Participant shall have the rights of a shareholder only as to shares
actually acquired by him under the Plan.

         (e)   NONTRANSFERABILITY OF OPTIONS. No option may be sold, assigned or
               otherwise transferred or disposed of in any manner whatsoever
               other than by will or by the laws of descent and distribution,
               and during the Participant's lifetime the option may be exercised
               only by him.

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         (f)   FORFEITURE OF OPTIONS UPON TERMINATION OF EMPLOYMENT. All
               previously unexercised options of any employee shall terminate
               and be forfeited automatically upon the termination for any
               reason whatsoever of such employee's employment with the Company.
               For purposes of this subsection (f), an employee's employment
               will not be considered terminated (i) in the case of sick leave
               or other bona fide leave of absence approved for purposes of this
               Plan by the Company or a subsidiary or in the case of a transfer
               to the employment of a subsidiary or to the employment of the
               Company or (ii) in the case of a transfer of employment between
               the Company and its wholly-owned subsidiary Data Translation,
               Inc. (formerly Data Translation II, Inc.) ("DTI") and subsequent
               distribution of the stock of such subsidiary to the Company's
               stockholders (the "Distribution"); provided, that this clause
               (ii) shall apply only in the case of Participants whose transfer
               of employment to DTI occurs in connection with the Distribution;
               and further provided, that in the case of any such Participant,
               post-Distribution service for DTI shall be treated for purposes
               of this paragraph as service for the Company and any
               post-Distribution termination of employment with DTI shall be
               treated for purposes of this paragraph as a termination of
               employment with the Company and its subsidiaries. The Company may
               require that any Participant described in clause (ii) above
               provide, prior to any post-Distribution exercise of an award
               hereunder by such Participant and as a condition thereto,
               evidence satisfactory to the Company as to the period of such
               Participant's employment with DTI. 

         (g)   DEATH. If a Participant dies at a time when he is entitled to
               exercise an option, then at any time or times within one year
               after his death (or such further period as the Board may allow)
               such option may be exercised, as to all or any of the shares
               which the Participant was entitled to purchase immediately prior
               to his death, by his executor or administrator or the person or
               persons to whom the option is transferred by will or the
               applicable laws of descent and distribution, and except as so
               exercised such option will expire at the end of such period. In
               no event, however, may any option be exercised after the Final
               Exercise Date.

         (h)   CONFIDENTIALITY AGREEMENT. Each employee, including an employee
               of DTI who received options while an employee of the Company,
               shall execute, prior to or contemporaneously with the grant of
               any option to such employee hereunder, the Company's then
               standard form of Employee Agreement relating to confidentiality,
               inventions and the like.

         (i)   MAXIMUM ANNUAL LIMIT. Notwithstanding any other provision of the
               Plan, the aggregate fair market value (determined as of the time
               of grant) of the stock with respect to which incentive stock
               options granted after

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               December 31, 1986 are exercisable for the first time by an
               employee during any calendar year (under the Plan and all other
               stock option plans of the Company or its subsidiaries or any
               parent corporation) shall not exceed $100,000. The provisions of
               this subsection (i) shall be construed and applied in accordance
               with Section 422A(d) of the Internal Revenue Code and the
               regulations, if any, promulgated thereunder.

     7.    REPLACEMENT OPTIONS. The Company may grant options under the Plan on
terms differing from those provided in Section 6, where such options are granted
in substitution for options held by employees of other corporations who
concurrently become employees of the Company or a subsidiary as the result of a
merger or consolidation of the employing corporation with the Company or
subsidiary, or the acquisition by the Company or a subsidiary of property or
stock of the employing corporation. The Board may direct that the substitute
options be granted on the circumstances. Such options will be in addition to
those which may be granted under the Plan and will not be counted as granted
under the Plan.

     8.    Shares Subject to Plan.
           ----------------------

         (a)        NUMBER OF SHARES AND STOCK TO BE DELIVERED. Shares delivered
                    pursuant to this Plan shall in the discretion of the Board
                    be authorized but unissued shares of common stock or
                    previously issued stock acquired by the Company. Subject to
                    adjustment as described below, the aggregate number of
                    shares which may be delivered under this Plan shall not
                    exceed 800,000 shares of common stock of the Company.

         (b)        CHANGES IN STOCK. In the event of a stock dividend, stock
                    split or combination of shares, recapitalization, merger in
                    which the Company is the surviving corporation or other
                    change in the Company's capital stock, the number and kind
                    of shares of stock or securities of the Company to be
                    subject to the Plan and to options then outstanding or to be
                    granted thereunder, the maximum number of shares or
                    securities which may be delivered under the Plan, the option
                    price and other relevant provisions shall be appropriately
                    adjusted by the Board, whose determination shall be binding
                    on all persons. In the event of a consolidation or merger in
                    which the Company is not the surviving corporation or which
                    results in the acquisition of substantially the Company's
                    outstanding stock by a single person or entity, or in the
                    event of the sale or transfer of substantially all the
                    Company's assets, all outstanding options shall thereupon
                    terminate, provided that at least twenty days prior to the
                    effective date of any such merger, consolidation or sale of
                    assets, the Board shall either (a) make that portion of all
                    outstanding options exercisable determined by multiplying
                    the number of shares subject to each option by the quotient
                    of (i) the number of full months of employment with the
                    Company completed by the Participant holding such option
                    after one year from the grant of such 

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                    option and prior to such event divided by (ii) the total
                    full months of employment covered by the period between the
                    date the option was granted and the Initial Exercise Date,
                    and rounding the resulting number of shares to the nearest
                    whole number not in excess of the number of shares covered
                    by the unexercised portion of such option, or (b) if there
                    is a surviving or acquiring corporation, arrange to have
                    that corporation or an affiliate of that corporation grant
                    to the Participants replacement options having equivalent
                    terms and conditions as determined by the Board. References
                    in the preceding sentence to months of employment shall, in
                    the case of non-employee directors, be deemed to be
                    references to months of service on the Board.

                    The Board may also adjust the number of shares subject to
               outstanding options, the exercise price of outstanding options
               and the terms of outstanding options to take into consideration
               material changes in accounting practices or principles,
               consolidations or mergers (except those described in the
               immediately preceding paragraph), acquisitions or dispositions of
               stock or property or any other event if it is determined by the
               Board that such adjustment is appropriate to avoid distortion in
               the operation of the Plan, including without limitation, the
               special option adjustment made in connection with the
               Distribution and described in Section 14 herein.

               9.   EMPLOYMENT RIGHTS. Neither the adoption of the Plan nor 
          the grant of options shall confer upon any Participant any right to
          continued employment with the Company or a subsidiary or affect in any
          way the right of the Company to terminate the employment of a
          Participant at any time.

              10.   Definitions.
                    -----------

              (a)   For purposes of the Plan a subsidiary is any corporation (i)
                    in which the Company owns, directly or indirectly, stock
                    possessing fifty percent or more of the total combined
                    voting power of all classes of stock or (ii) over which the
                    Company has effective operating control; provided, however,
                    that no corporation shall be deemed a subsidiary for the
                    purpose of any provisions applicable to incentive options,
                    and no incentive options shall be granted to employees of
                    such corporation, unless in each case, such corporation
                    shall constitute a subsidiary as defined in clause (i)
                    above. For special rules relating to DTI, see Section 14
                    below.

              (b)   The fair market value of the common stock shall be
                    determined in accordance with the applicable provisions of
                    the Code or regulations issued thereunder, or in the absence
                    of any such provisions or regulations, shall be deemed to be
                    (i) until the common stock is publicly traded on any
                    exchange or over the counter, the fair market value of the
                    common stock as determined from time to time by the Board or
                    in accordance with 

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                    policies adopted by the Board, or (ii) thereafter, the last
                    sale price at which such common stock is traded on the date
                    in question as reported in The Wall Street Journal; or, if
                    The Wall Street Journal is not published at the date in
                    question or does not list the common stock, then in such
                    other appropriate newspaper of general circulation as the
                    Board may prescribe; or, if there is no sale of the common
                    stock on the date in question or the last price at which the
                    common stock traded is not listed, then the mean between the
                    bid and asked priced at the close of the market on such
                    date.

               11.  INDEMNIFICATION OF BOARD. In addition to and without 
affecting such other rights of indemnification as they may have as members of
the Board or otherwise, each member of the Board shall be indemnified by the
Company to the extent legally possible against reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which he may be a party by reason of any action taken or failure to act under or
in connection the Plan, or any option granted thereunder, and against all
judgments, fines and amounts paid by him in settlement thereof; provided that
such payment of amounts so indemnified is first approved by a majority of the
members of the Board of Directors who are not parties to such action, suit or
proceeding, or by independent legal counsel selected by the Company, in either
case on the basis of a determination that such member acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company; and except that no indemnification shall be made in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that
such Board member is liable for negligence or misconduct in his duties; and
provided, further that the Board member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

               12.  AMENDMENTS. The Board may at any time discontinue granting 
options under the Plan. The Board may at any time or times amend the Plan or
amend any outstanding option or options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, provided that (except to the
extent explicitly required or permitted herein above) no such amendment will,
without the approval of the shareholders of the Company, (a) increase the
maximum number of shares available under the Plan, (b) reduce the option price
of outstanding options or reduce the price at which options may be granted, (c)
extend the time within which options may be granted, (d) amend the provisions of
this Section 12 of the Plan or (e) extend the period of an outstanding option
beyond ten years from the date of grant, and no such amendment will adversely
affect the rights of any Participant (without his consent) under any option
theretofore granted.

               13.   NON-EMPLOYEE DIRECTORS.  Notwithstanding anything to the 
contrary contained elsewhere herein:

               (a)  ELIGIBLE DIRECTORS AND GRANT. Each Company director who is
                    not a full-time employee of the Company or any of its
                    subsidiaries and who is 

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                    serving as a director on September 15, 1989 is hereby
                    granted on that date non-incentive stock options covering
                    10,000 shares of common stock each, such options to be
                    exercisable with respect to one-fifth of the covered shares
                    on September 15, 1990 and with respect to an additional
                    one-fifth each succeeding year. Each director who is not a
                    full-time employee of the Company or any of its subsidiaries
                    and who is newly elected after September 15, 1989 and prior
                    to April 30, 1992 shall be automatically granted
                    non-incentive stock options covering 10,000 shares of common
                    stock each on the date of his first election to the Board,
                    such options to be exercisable with respect to one-fifth of
                    the covered shares one year from the date of grant and with
                    respect to an additional one-fifth each succeeding year. The
                    maximum number of shares of common stock which shall be
                    available through the exercise of options granted under this
                    Section 13(a) is eighty thousand.

               (b)  TERMS OF OPTIONS. The Final Exercise Date of options granted
                    pursuant to Section 13(a) hereof shall be ten years from the
                    date of grant. In lieu of the provisions of Section 6(f)
                    hereof, all previously unexercised options granted pursuant
                    to Section 13(a) hereof shall terminate and be forfeited
                    automatically on the date that is six months after the
                    Participant ceases to be a member of the Board, but only if
                    the Participant is nominated to be a director and declines
                    to stand for re-election. The purchase price for shares of
                    common stock issuable upon the exercise of options granted
                    pursuant to Section 13(a) hereof shall be the fair market
                    value of the common stock at the close of business on the
                    date the option is granted, determined in accordance with
                    Section 10(b) hereof; PROVIDED, HOWEVER, that in no event
                    shall the exercise price be less than par
                    value per share.

               14.  SPECIAL OPTION ADJUSTMENTS; COMPANY EMPLOYEES. 
Notwithstanding any other provision of the Plan, each option outstanding under
the Plan immediately prior to the Distribution (an "affected option") shall be
adjusted in accordance with Section 8.7 of the Distribution Agreement between
the Company and DTI dated as of November 19, 1996 (the "Distribution
Agreement"). Except as otherwise provided herein, the adjusted Company option
shall have substantially the same terms as prior to the Distribution.

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