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                                                                    Exhibit 10.1

                                VICOR CORPORATION

                        FORM OF NONQUALIFIED STOCK OPTION
                       TO PURCHASE SHARES OF COMMON STOCK
                                   AWARDED TO

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Name of Optionee:                           Option Number:
ID:                                         Plan:

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Effective_________, you have been granted a Non-Qualified Stock Option to buy
________shares of Common Stock of VICOR CORPORATION (the "Company") at an Option
Exercise Price of _____per share.

The total option price of the shares granted is _________.

Option shares will become vested and exercisable on the vesting dates shown
below.


      NUMBER OF OPTION
      SHARES EXERCISABLE             VESTING DATE            EXPIRATION DATE
      ------------------             ------------            ---------------




     Pursuant to its Amended and Restated 2000 Stock Option and Incentive Plan,
as amended (the "Plan"), from time to time, the Company hereby evidences the
grant to the Optionee named above of an Option to purchase on or prior to the
Expiration Date specified above all or any part of the number of shares of
Common Stock of the Company specified above (the "Option Shares") at the Option
Exercise Price per share specified above, in accordance with the vesting
schedule set forth above and subject to the terms and conditions set forth in
the attached "Terms and Conditions" and in the Plan, including, without
limitation, the provisions of Section 9 of the "Terms and Conditions" relating
to compliance with the terms of any Employee Agreement executed by the Optionee.

     In addition, concurrently with, and as a condition to, any exercise of
Options granted pursuant hereto, an administration fee equal to 6% of the
product of (A) the number of Option Shares being acquired pursuant to such
exercise and (B) the exercise price per share of such Options, shall be payable
by the Optionee of the Company, and the Company shall have the right to deduct
such administration fee from any payment of any kind otherwise due to the
Optionee.

     Receipt is acknowledged of the foregoing Option and its terms and
conditions set forth above and in the attached "Terms and Conditions" are hereby
agreed to. I have executed the Company's Employee Agreement referenced in the
Terms and Conditions and agreed to be bound by the terms thereof. I understand
that the execution of such agreement is a necessary precondition to the
effectiveness of this Option.


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VICOR CORPORATION - President                    Date

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Optionee:                                        Date
Address:


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                           TERMS AND CONDITIONS FOR:

            NON-QUALIFIED STOCK OPTIONS UNDER THE VICOR CORPORATION
           AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN

This document sets forth the terms and conditions of an Option under the above
referenced Plan and should be attached to the Option cover page signed by the
Company and each recipient of an Option (an "Optionee"). This Option is intended
to be a non-qualified stock option and is not intended to be treated and shall
not be treated as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

1. Vesting. Subject to the provisions of Section 4 below, and except as
otherwise determined by the Board of Directors or the Compensation Committee of
the Company to accelerate the vesting schedule set forth on the cover page
hereto, this Option shall become vested and exercisable with respect to the
number of Option Shares set forth under the heading "Number of Option Shares
Exercisable" on the respective "Vesting Dates," provided that Optionee continues
to be employed by the Company or a Subsidiary (as defined in the Plan) during
such periods. Subject to the terms of the Plan and these Terms and Conditions,
once vested, this Option shall continue to be exercisable at any time or times,
in whole or in part, prior to the Expiration Date.

2.   Exercise of Stock Option.

     (a)  Optionee may exercise this Option only in the following manner: From
          time to time prior to the earlier to occur of the Expiration Date of
          this Option or the date determined pursuant to Section 4 below,
          Optionee may give written notice (the "Notice") to the Company of an
          election to purchase some or all of the vested Option Shares
          purchasable at the time of the Notice. The Notice shall specify the
          number of shares to be purchased and shall be accompanied (i) by
          payment therefore by one or more of the following methods: (x) in
          cash, by certified or bank check in an amount equal to the Option
          Exercise Price per share multiplied by the number of shares specified
          in the Notice (the "Total Option Price"), (y) if permitted under
          applicable laws and regulations, in shares of Common Stock of the
          Company that are then freely transferable by Optionee and that have
          been beneficially owned by the Optionee for at least six months or
          have been purchased by the Optionee on the open market (such shares
          being valued at Fair Market Value on the date of exercise), or (z) by
          delivery of the Notice together with irrevocable instructions to a
          broker to promptly deliver the Total Option Price to the Company in
          cash or by other method of payment acceptable to the Company;
          provided, however, that Optionee and the broker shall comply with such
          procedures and enter into such agreements of indemnity or other
          agreements as the Company shall prescribe as a condition of payment
          under this clause (z), and (ii) by such agreement, statement or other
          evidence as the Company may require in order to satisfy itself that
          the issuance of the Option Shares being purchased pursuant to such
          exercise and any subsequent resale thereof will be in compliance with
          applicable laws and regulations, including without limitation all
          applicable federal and state securities laws and regulations.

     (b)  No certificates for the Option Shares so purchased will be issued to
          Optionee until the Company has completed all steps required hereunder
          and by law to be taken in connection with the issue and sale of the
          shares. Until Optionee shall have complied with the requirements
          hereof and of the Plan, the Company shall be under no obligation to
          issue the Option Shares subject to this Option, and the determination
          of the Compensation Committee as to such compliance shall be final and
          binding on Optionee. Optionee shall not be deemed for any purpose to
          be the owner of any Option Shares subject to this Option until such
          Option Shares shall have been issued in accordance with the foregoing
          provisions.

     (c)  Notwithstanding any other provision hereof or of the Plan, no portion
          of this Option shall be exercisable after the Expiration Date.

3.   Non-transferability. Except as provided in Section 4 below, this Option is
     personal to Optionee, is non-assignable and is not transferable by Optionee
     in any manner, by operation of law or otherwise, and the Option is
     exercisable, during Optionee's lifetime, only by Optionee.

4.   Termination of Employment. If Optionee's employment terminates for any
     reason other than death, Disability (as defined in Section 22(e)(3) of the
     Code), retirement or Cause (as hereinafter defined), this Option may be
     exercised, to the extent exercisable on the date of termination, for ninety
     (90) calendar days from the date of termination, or until the Expiration
     Date, if earlier. Any portion of this Option that is not exercisable on the
     date of Optionee's termination shall terminate immediately and be of no
     further force or effect. If such termination of employment results from
     Optionee's death or Disability, (i) all of the Option Shares that, but for
     the termination resulting from such Optionee's death or Disability, would
     have vested and become exercisable on or prior to the first anniversary of
     such termination had Optionee remained


<PAGE>
                            TERMS AND CONDITIONS FOR:

             NON-QUALIFIED STOCK OPTIONS UNDER THE VICOR CORPORATION
            AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN
                                   (CONTINUED)

     employed by the Company until such anniversary date shall become fully
     vested and remain exercisable until the earlier of such anniversary date or
     the Expiration Date and (ii) any vested portion of the Option exercisable
     at the time of such termination resulting from such death or Disability may
     be thereafter exercised by Optionee's legal representative, or the
     executors or administrators of Optionee's estate as the case may be, until
     the earlier of the first anniversary of such termination or the Expiration
     Date. In addition, any Option held by an Optionee whose employment by the
     Company and it Subsidiaries terminates by reason of retirement at or after
     the Optionee's attainment of the age of 62.5 years shall remain outstanding
     and subject to the terms of the Plan and these Terms and Conditions as
     though such Optionee's employment had not ceased. Notwithstanding anything
     herein to the contrary, if Optionee's employment by the Company and its
     Subsidiaries terminates for Cause, then all rights under this Option shall
     terminate on the date on which Optionee ceases to be an employee (subject
     to the discretion of the Committee to permit exercise of the Option for a
     period of no more than thirty (30) days or, if earlier, the Expiration
     Date). As used herein, "Cause" means and shall be limited to a vote of the
     Board of Directors resolving that Optionee should be dismissed as a result
     of, (i) any material breach by Optionee of any agreement to which Optionee
     and the Company are parties, (ii) any act (other than retirement or an act
     resulting in death or Disability) or omission to act by Optionee which may
     have a material and adverse effect on the business of the Company or any
     Subsidiary, including, without limitation, the commission of any crime
     (other than traffic violations), or (iii) any material misconduct or
     neglect of duties by Optionee in connection with the business affairs of
     the Company or any Subsidiary.

5.   Adjustment Upon Changes in Capitalization. The shares of stock which are
     the subject of this Option are shares of the Common Stock of the Company as
     constituted on the date of this Option, subject to adjustment as provided
     in Section 3 of the Plan relating to changes in capitalization of the
     Company.

6.   Change of Control. In the event of a Change of Control (as defined in
     Section 16 of the Plan), each outstanding Stock Option shall automatically
     become fully exercisable.

7.   Incorporation of Plan. Notwithstanding anything herein to the contrary,
     this Option shall be subject to and governed by all the terms and
     conditions of the Plan. In the event of any inconsistency between this
     Option and the Plan, the terms and conditions of the Plan shall govern. All
     capitalized terms used in these Terms and Conditions shall have the
     respective meanings ascribed to them in the Plan unless a different meaning
     is specified herein.

8.   Tax Withholding. Optionee shall, no later than the date as of which the
     value of this Option or of any Common Stock issued upon the exercise of the
     Option first becomes includable in the gross income of Optionee for federal
     income tax purposes, pay to the Company, or make arrangements with the
     Company in accordance with Section 12 of the Plan, regarding payment of any
     federal, state, or local taxes of any kind required by law to be withheld
     with respect to such income.

9.   Employee Agreement. The execution by the Optionee of the Company's Employee
     Agreement in the form presented by the Company ( the "Employee Agreement")
     is a necessary precondition of the effectiveness of this Option. Optionee
     must acknowledge that he/she has signed the Employee Agreement as indicated
     on the Option cover page. The effectiveness of the Employee Agreement shall
     continue regardless of whether or not Optionee exercises his/her rights
     under this Option, and regardless of any expiration of this Option.
     Optionee acknowledges and agrees that the Option evidenced hereby is
     granted on the understanding that Optionee has executed and delivered to
     the Company the Employee Agreement and that Optionee has and will comply
     with the terms of such Employee Agreement. Optionee understands and agrees
     that in the event Optionee violates such Employee Agreement, the Company
     shall be entitled, in addition to any other remedies at law or in equity
     that may be available to it, to recover from Optionee, and Optionee agrees
     to repay to the Company, the full amount of any proceeds realized by
     Optionee, within the two year period prior to the date of such violation or
     at any time thereafter, from the exercise of all or any portion of this
     Option and the sale of any Option Shares acquired thereby, net of the
     amount of any brokerage commission or expense relating to such sale and
     after deduction of the exercise price therefore paid by Optionee. Optionee
     understands and agrees that such recovery by the Company is intended to
     protect the


<PAGE>
                            TERMS AND CONDITIONS FOR:

             NON-QUALIFIED STOCK OPTIONS UNDER THE VICOR CORPORATION
            AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN
                                   (CONTINUED)

     Company (including, without limitation, the value of the Common Stock of
     the Company) from unauthorized disclosure of confidential information
     and/or other activities by Optionee prohibited by such Employee Agreement.
     Notwithstanding anything to the contrary, this Option does not confer upon
     the Optionee any rights with respect to continuance of employment by the
     Company nor any Subsidiary, nor will it interfere in any way with any right
     of the Company to terminate Optionee's employment at any time.

10.  Notices. Notices hereunder shall be mailed or delivered to the Company at
     its principal place of business, and shall be mailed or delivered to
     Optionee at Optionee's address set forth on the cover page hereto, or in
     either case at such other address as one party may subsequently furnish to
     the other party in writing.