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  Exhibit 10.1    
    


A123
SYSTEMS, INC. 


2001 STOCK INCENTIVE PLAN



1.    Purpose.  


        The purpose of this 2001 Stock Incentive Plan (the "Plan") of A123 Systems, Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company
by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future parent or subsidiary corporations as defined in Sections 424(e) or
(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") and any other business venture (including, without limitation, joint venture or
limited liability company) in which the Company has a significant interest, as determined by the Board of Directors of the Company (the "Board"). 


2.    Eligibility.  


        All of the Company's employees, officers, directors, consultants and advisors (and any individuals who have accepted an offer for
employment) are eligible to be granted options, restricted stock awards, or other stock-based awards (each, an "Award") under the Plan. Each person who has been granted an Award under the Plan shall
be deemed a "Participant". 


3.    Administration and Delegation.  


        (a)    Administration by Board of Directors.    The Plan will be
administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem
advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under
the Plan made in good faith. 


        (b)   Appointment of Committees.    To the extent permitted by applicable law, the Board may delegate any or all of
its powers under the Plan to one or more committees or subcommittees of the Board (a "Committee"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated to such Committee. 


4.    Stock Available for Awards.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
11,700,000 shares of common stock, $.001 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual
repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in
the case of Incentive Stock Options (as hereinafter defined), to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares. At no time while there is any Option (as defined below) outstanding and held by a Participant who was a resident of the State of California on the date of grant of such Option, shall
the total number of shares of Common Stock issuable upon exercise of all outstanding options and the total number of shares provided for under any stock bonus or similar plan of the Company exceed the
applicable percentage as calculated in accordance with the conditions and exclusions of 







 



Section 260.140.45
of the California Code of Regulations, based on the shares of the Company which are outstanding at the time the calculation is made. 


5.    Stock Options.  


        (a)   General.    The Board may grant options to purchase Common Stock (each, an "Option") and determine the number
of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to
applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a
"Nonstatutory Stock Option". 


        (b)   Incentive Stock Options.    An Option that the Board intends to be an "incentive stock option" as defined in
Section 422 of the Code (an "Incentive Stock Option") shall only be granted to employees of the Company and shall be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an
Incentive Stock Option. 


        (c)   Exercise Price.    The Board shall establish the exercise price at the time each Option is granted and specify
it in the applicable option agreement. 


        (d)   Duration of Options.    Each Option shall be exercisable at such times and subject to such terms and conditions
as the Board may specify in the applicable option agreement. 



        (e)   Exercise of Option.    Options may be exercised by delivery to the Company of a written notice of exercise
signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised. 


        (f)    Payment Upon Exercise.    Common Stock purchased upon the exercise of an Option granted under the Plan shall be
paid for as follows: 



        (1)   in
cash or by check, payable to the order of the Company; 


        (2)   except
as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 



        (3)   when
the Common Stock is registered under the Securities Exchange Act of 1934 (the "Exchange Act"), by delivery of shares of Common Stock owned by the Participant valued
at their fair market value as determined by (or in a manner approved by) the Board in good faith ("Fair Market Value"), provided (i) such method of payment is then permitted under applicable
law and (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant at least six months prior to such delivery; 


        (4)   to
the extent permitted by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as the Board may determine; or 


        (5)   by
any combination of the above permitted forms of payment. 




        (g)   Substitute Options.    In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems appropriate 


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in
the circumstances, notwithstanding any limitations on Options contained in the other sections of this Section 5 or in Section 2. 


6.    Restricted Stock.  



        (a)   Grants.    The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the
right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award
(each, a "Restricted Stock Award"). 


        (b)   Terms and Conditions.    The Board shall determine the terms and conditions of any such Restricted Stock Award,
including the conditions for repurchase (or forfeiture) and the issue price, if any. 


        (c)   Stock Certificates.    Any stock certificates issued in respect of a Restricted Stock Award shall be registered
in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has
died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate. 


7.    Other Stock-Based Awards.  


        The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may
determine, including the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights. 


8.    Adjustments for Changes in Common Stock and Certain Other Events.  


        (a)   Changes in Capitalization.    In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than
a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the number and class of securities and exercise price per share subject to each outstanding
Option, (iii) the repurchase price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding Award shall be appropriately adjusted by the
Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c) shall be applicable to such event, and this Section 8(a) shall not be applicable. 



        (b)   Liquidation or Dissolution.    In the event of a proposed liquidation or dissolution of the Company, the Board
shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least 10 business days prior to the
effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may
specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award. 


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        (c)   Reorganization Events.



        (1)   Definition.    A "Reorganization Event" shall mean: (a) any merger or consolidation of the Company with
or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or (b) any exchange
of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction. 


        (2)   Consequences of a Reorganization Event on Options.    Upon the occurrence of a Reorganization Event, or the
execution by the Company of any agreement with respect to a Reorganization Event, the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by
the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or
other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and
if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event. 


        Notwithstanding
the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, then the Board shall, upon
written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Reorganization Event and will terminate immediately
prior to the consummation of such Reorganization Event, except to the extent exercised by the Participants before the consummation of such Reorganization Event; provided, however, that in the event of
a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Reorganization
Event (the "Acquisition Price"), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Reorganization Event and that each Participant shall receive,
in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options. To the extent all or any portion of an Option becomes exercisable solely as a result of the first
sentence of this paragraph, upon exercise of such Option the Participant shall receive shares subject to a right of repurchase by the Company or its successor at the Option exercise price. Such
repurchase right (1) shall lapse at the same rate as the Option would have become exercisable under its terms and (2) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to the first sentence of this paragraph. 


        If
any Option provides that it may be exercised for shares of Common Stock which remain subject to a repurchase right in favor of the Company, upon the occurrence of a Reorganization
Event, any shares of restricted stock received upon exercise of such Option shall be treated in accordance with Section 8(c)(3) as if they were a Restricted Stock Award. 



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        (3)   Consequences of a Reorganization Event on Restricted Stock Awards.    Upon the occurrence of a Reorganization
Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company's successor and shall apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to
such Restricted Stock Award. 


        (4)   Consequences of a Reorganization Event on Other Awards.    The Board shall specify the effect of a
Reorganization Event on any other Award granted under the Plan at the time of the grant of such Award. 




9.    General Provisions Applicable to Awards.  



        (a)   Transferability of Awards.    Except as the Board may otherwise determine or provide in an Award, Awards shall
not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to
authorized transferees. 


        (b)   Documentation.    Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board
shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. 


        (c)   Board Discretion.    Except as otherwise provided by the Plan, each Award may be made alone or in addition or
in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly. 


        (d)   Termination of Status.    The Board shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant's
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award. 


        (e)   Withholding.    Each Participant shall pay to the Company, or make provision satisfactory to the Board for
payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax
obligations cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 


        (f)    Amendment of Award.    The Board may amend, modify or terminate any outstanding Award, including but not
limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option,
provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect
the Participant. 


        (g)   Conditions on Delivery of Stock.    The Company will not be obligated to deliver any shares of Common Stock
pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company,
(ii) in the opinion of the Company's counsel, all other legal matters in connection with the 


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issuance
and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or
regulations. 


        (h)   Acceleration.    The Board may at any time provide that any Award shall become immediately exercisable in full
or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 


10.    Miscellaneous.  


        (a)   No Right To Employment or Other Status.    No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time
to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. 


        (b)   No Rights As Stockholder.    Subject to the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are
adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution
date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 


        (c)   Effective Date and Term of Plan.    The Plan shall become effective on the date on which it is adopted by the
Board. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan
was approved by the Company's stockholders, but Awards previously granted may extend beyond that date. 


        (d)   Amendment of Plan.    The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 


        (e)   Authorization of Sub-Plans.    The Board may from time to time establish one or more
sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting
supplements to this Plan containing (i) such limitations on the Board's discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions
not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply
only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such
supplement. 


        (f)    Governing Law.    The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted
in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law. 


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 A123 SYSTEMS, INC.  


2001 STOCK INCENTIVE PLAN  


CALIFORNIA SUPPLEMENT  


        Pursuant to Section 10(e) of the Plan, the Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the
California Corporations Code: 



        Any
Awards granted under the Plan to a Participant who is a resident of the State of California on the date of grant (a "California Participant") shall be subject to the following
additional limitations, terms and conditions: 


1.    Additional Limitations on Options.  


        (a)    Minimum Vesting Rate.    Except in the case of Options
granted to California Participants who are officers, directors, consultants or advisors of the Company or its affiliates (which Options may become exercisable at whatever rate is determined by the
Board), Options granted to California Participants shall become exercisable at a rate of no less than 20% per year over five years from the date of grant; provided,
that, such Options may be subject to such reasonable forfeiture conditions as the Board may choose to impose and which are not inconsistent with Section 260.140.41 of
the California Code of Regulations. 


        (b)   Minimum Exercise Price.    The exercise price of Options granted to California Participants may not be less
than 85% of the Fair Market Value of the Common Stock on the date of grant in the case of a Nonstatutory Stock Option or less than 100% of the Fair Market Value of the Common Stock on the date of
grant in the case of an Incentive Stock Option; provided, however, that if the California Participant is
a person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporations, the exercise price shall be not
less than 110% of the Fair Market Value of the Common Stock on the date of grant. 


        (c)   Maximum Duration of Options.    No Options granted to California Participants will be granted for a term in
excess of 10 years. 


        (d)   Minimum Exercise Period Following Termination.    Unless a California Participant's employment is terminated
for cause (as defined in any contract of employment between the Company and such Participant, or if none, in the instrument evidencing the grant of such Participant's Option), in the event of
termination of employment of such Participant, he or she shall have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment
terminated, as follows: (i) at least six months from the date of termination, if termination was caused by such Participant's death or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) and (ii) at least 30 days from the date of termination, if termination was caused other than by such Participant's death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code). 


        (e)   Limitation on Repurchase Rights.    If an Option granted to a California Participant gives the Company the
right to repurchase shares of Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms of such repurchase right must comply with
Section 260.140.41(k) of the California Code of Regulations. 


2.    Additional Limitations for Restricted Stock Awards.


        (a)    Minimum Purchase Price.    The purchase price for a Restricted Stock Award granted
to a California Participant shall be not less than 85% of the Fair Market Value of the Common Stock at the time such Participant is granted the right to purchase shares under the Plan or at the time
the purchase is consummated; provided, however, that if such Participant is a person who owns stock possessing more than 10% of the total combined
voting power or value of all classes of stock of the Company or its parent or subsidiary corporations, the purchase price shall be not less than 100% of the Fair Market 







 



Value
of the Common Stock at the time such Participant is granted the right to purchase shares under the Plan or at the time the purchase is consummated. 


        (b)   Limitation of Repurchase Rights.    If a Restricted Stock Award granted to a California Participant gives the
Company the right to repurchase shares of Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms of such repurchase right must comply with
Section 260.140.42(h) of the California Code of Regulations. 


        3.     Additional Limitations for Other Stock-Based Awards.    The terms of all Awards granted to a California
Participant under Section 7 of the Plan shall comply, to the extent applicable, with Section 260.140.41 or Section 260.140.42 of the California Code of Regulations. 



        4.     Additional Limitations on Transferability of Awards.    Except as provided in the next sentence, Awards granted
to California Participants shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the life of such Participant, shall be exercisable only by such Participant. Notwithstanding the foregoing, the Board may, in the case of
Nonstatutory Stock Options, allow them to be transferred to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by
gift to "immediate family" as that term is defined in Rule 16a-1(e) under the Exchange Act. 



        5.     Additional Requirement to Provide Information to California Participants.    The Company shall provide to each
California Participant and to each California Participant who acquires Common Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements (which need not be
audited). The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information. 


        6.     Additional Limitations on Timing of Awards.    No Award granted to a California Participant shall become
exercisable, vested or realizable, as applicable to such Award, unless the Plan has been approved by the Company's stockholders within 12 months before or after the date the Plan was adopted by
the Board. 


        7.     Additional Limitations Relating to Definition of Fair Market Value.    For purposes of Section 1(b) and
2(a) of this supplement, "Fair Market Value" shall be determined in a manner not inconsistent with Section 260.140.50 of the California Code of Regulations. 


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Exhibit 10.1