Exhibit
      10.1


    [Memry
      Letterhead]

    


    CONFIDENTIAL

    


    June
      __,
      2008

    


    Re:
      Transaction Bonus Agreement

    


    Dear
      _______________:

    


    Memry
      Corporation (“Memry”) has entered into that certain Agreement and Plan of
      Merger, dated as of June __, 2008 (the “Merger Agreement”), pursuant to which
      ___________________ has agreed to acquire Memry, subject to conditions precedent
      and to the terms and conditions therein (the “Acquisition”). It is important to
      Memry that it be assured of the continued availability of key personnel as
      it
      prepares for the Acquisition. Therefore, as an inducement to you to continue
      to
      perform your duties during the preparation for the Acquisition, and to assure
      Memry of your continued dedication, Memry will pay you a transaction bonus,
      in
      accordance with the terms and conditions below, in an amount equal to
      $______________, less required tax and other payroll withholdings and deductions
      (the “Transaction Bonus”). 

    


    You
      will
      receive this Transaction Bonus if you have signed and submitted your Option
      Letter Agreement to Memry on or before July 1, 2008 and either: 

    


    
      	
            	(1)	
              you
                remain employed by Memry from the date hereof through the date of
                the
                consummation of the transactions contemplated by the Merger Agreement
                (the
                “Retention Period”); or 

            


    

     

    
      	 	
              (2)

            	
              your
                employment is terminated by Memry without Cause (as defined below)
                during
                the Retention Period and you (A) execute and deliver to Memry a complete
                general release in a form reasonably satisfactory to Memry (“Release
                Agreement”) within 30 days following your termination of employment from
                Memry and (B) continue to comply with all of your agreements with
                Memry,
                including but not limited to those obligations set forth in any agreement
                you have entered into with Memry relating to confidentiality,
                non-competition, non-solicitation, return of property, right to inventions
                or any similar covenants. 

            


    

    


    Subject
      to the above paragraph, the Transaction Bonus (if earned) will be paid no later
      than 10 business days following the later of (a) the end of the Retention Period
      and (b) 45 days following a termination of your employment during the Retention
      Period by Memry without Cause.

    


    “Cause”
      means
      (i)
“Cause” as defined in any individual employment agreement or offer letter
      agreement between Memry and you, or (ii) if you are not a party to such an
      individual agreement of if such agreement does not define “Cause”: (A) your
      refusal or neglect to perform substantially your employment or service-related
      duties, following written notice from Memry describing such refusal or neglect
      and an opportunity for 30 days to cure the condition to the satisfaction of
      Memry, (B) your willful misconduct or breach of fiduciary duty, (C) your
      conviction of or entering a plea of guilty or nolo
      contendere
      to a
      crime constituting a felony, or (D) your breach of any covenant, agreement
      or
      obligation with Memry or any of its affiliates not to disclose any material
      information pertaining to Memry or such affiliate or not to compete or interfere
      with Memry or such affiliate.

    


    Nothing
      in this Transaction Bonus Agreement shall give you any rights to (or impose
      any
      obligations for) continued employment by Memry or the successor thereto. In
      addition, nothing in this Transaction Bonus Agreement provides any guarantee
      or
      assurance that the transactions contemplated by the Merger Agreement will
      occur.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Board
      of Directors of Memry will have full power and authority to interpret the
      provisions of this Transaction Bonus Agreement in good faith and in its sole
      discretion, and to resolve all questions arising under this Transaction Bonus
      Agreement in good faith and in its sole discretion. All decisions of the Board
      of Directors will be conclusive and binding on you and Memry.

     

    In
      the
      event that the transactions contemplated by the Merger Agreement do not occur
      on
      or before _________________, 2008, this Transaction Bonus Agreement will be
      void
      and of no further force and effect.

     

    This
      Transaction Bonus Agreement represents the entire agreement between Memry and
      you with respect to the subject matter herein, and supersedes and is in full
      substitution for any and all prior agreements or understandings, whether oral
      or
      written, relating to the subject matter herein. This Transaction Bonus Agreement
      may not be changed orally but only by an agreement in writing signed by Memry
      and you.

     

    This
      Transaction Bonus Agreement shall be governed by and construed in accordance
      with the laws of the State of Connecticut. Please indicate your acceptance
      of
      this Transaction Bonus Agreement by signing it in the space provided below
      and
      returning the original to Marcy Macdonald no later than 5:00 p.m. (EDT) on
      [Day
      of Week], [Month], [Day], 2008.

     

    
      	 	 	 	Sincerely,
	 	 	 	 
	 	 	 	Memry
              Corporation
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	  

	 	 	 	 	
              Name:

            	  

	 	 	 	 	
              Title:

            	  

	
              Acknowledged
                and Agreed:

            	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              Name:

            	   	 	 	 	 
	
              Date: