Exhibit 10.1

INVISION TECHNOLOGIES, INC.        CHANGE IN CONTROL EQUITY ACCELERATION PLAN

Section 1.INTRODUCTION.

The InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan") was established effective May 21, 2002. The purpose of the
Plan is (i) to provide members of the senior management group of InVision Technologies, Inc. certain accelerated vesting with respect to such individuals' stock options in the event of a
Change in Control (as hereinafter defined), and (ii) to provide individuals who are employed at the vice president level at InVision Technologies, Inc. certain accelerated vesting with
respect to such individuals' stock options in the event that such individuals are subject to qualifying employment terminations in connection with a Change in Control. This Plan shall supersede any
change in control plan, policy or practice regarding stock option vesting acceleration previously maintained by InVision Technologies, Inc.

Section 2.DEFINITIONS.

For purposes of the Plan, the following terms are defined as follows:



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Section 3.ELIGIBILITY FOR BENEFITS.



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Section 4.OPTION ACCELERATION.



Section 5.LIMITATION ON BENEFITS.



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Section 6.RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.



Section 7.NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to interfere
with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

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Section 8.CHOICE OF LAW.

The law of the State of California shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state's
conflict of laws rules.

Section 9.EXECUTION.

To record the adoption of the Plan as set forth herein, effective as of May 21, 2002, InVision Technologies, Inc. has caused its duly authorized
officer to execute the same this 2nd day of October, 2002.

| |  | INVISION TECHNOLOGIES, INC.
| |  | ---------------------------
| |  | By:                        
| |  | Title:                     

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EXHIBIT A

RELEASE
(Individual Termination, California Employee, age 40 and older)

I
understand and agree completely to the terms set forth in the InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan"). I understand that this
Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying
on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I
hereby confirm my obligations under the Company's proprietary information and inventions agreement.

Except
as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, causes of action, and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including,
but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any other equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form
of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair
Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant
of good faith and fair dealing;provided, however,that nothing in this paragraph shall be construed in any way to release the Company from its
obligation to indemnify me pursuant to agreement or applicable law.

I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA, and that the consideration given under the Plan for the waiver and release in
the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I should consult with an attorney prior to executing this Release
(although I may choose voluntarily not do so); (C) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to execute this Release earlier);
(D) I have seven (7) days following my execution of this Release to revoke the Release by providing written notice to an officer of the Company; and (E) this Release shall not be
effective until the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release.

I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:"A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
debtor."I hereby expressly waive and relinquish all rights

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and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

| |  | EMPLOYEE
| |  | --------
| |  | By:     
| |  | Name:   
| |  | Title:  

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EXHIBIT B

RELEASE
(Individual and Group Termination, California Employee, under age 40)

I
understand and agree completely to the terms set forth in the InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan"). I understand that this
Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying
on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I
hereby confirm my obligations under the Company's proprietary information and inventions agreement.

Except
as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, causes of action, and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including,
but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any other equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form
of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;provided,
however,that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to agreement or applicable law.

I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:"A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
debtor."I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

| |  | EMPLOYEE
| |  | --------
| |  | By:     
| |  | Name:   
| |  | Title:  

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EXHIBIT C

RELEASE
(Group Termination, California Employee, age 40 and older)

I
understand and agree completely to the terms set forth in the InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan"). I understand that this
Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying
on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I
hereby confirm my obligations under the Company's proprietary information and inventions agreement.

Except
as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, causes of action, and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including,
but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any other equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form
of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair
Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant
of good faith and fair dealing;provided, however,that nothing in this paragraph shall be construed in any way to release the Company from its
obligation to indemnify me pursuant to agreement or applicable law.

I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA, and that the consideration given under the Plan for the waiver and release in
the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I should consult with an attorney prior to executing this Release
(although I may choose voluntarily not to do so); (C) I have forty-five (45) days to consider this Release (although I may choose voluntarily to execute this Release
earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release by providing written notice to an office of the Company; (E) this Release shall
not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release; and (F) I have received with this Release a detailed
list of the job titles and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who
were not terminated.

I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:"A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
debtor."I hereby expressly waive and relinquish all rights

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and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

| |  | EMPLOYEE
| |  | --------
| |  | By:     
| |  | Name:   
| |  | Title:  

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