EXHIBIT 10.1

                                 SIX FLAGS, INC.
                      2006 STOCK OPTION AND INCENTIVE PLAN

I.    THE PLAN

      There is hereby established the 2006 Stock Option and Incentive Plan (the
"Plan") for Six Flags, Inc. (the "Company"), under which options may be granted
to purchase shares of the common stock of the Company, under which shares of
such common stock may be granted or sold at incentive prices below the market
price at the time of sale, and under which stock appreciation rights may be
granted.

II.   DEFINITIONS

      As used herein, the terms set forth below shall have the following
respective meanings:

      "Award" means an Employee Award or a Director Award.

      "Award Agreement" means an Employee Award Agreement or Director Award
      Agreement.

      "Board" means the Board of Directors of the Company.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Company" means Six Flags, Inc., a Delaware corporation, and its
      successors.

      "Committee" means the Compensation Committee of the Board or such other
      committee of the Board as is designated by the Board to administer the
      Plan.

      "Director" means an individual serving as a member of the Board.

      "Director Award" means the grant of Director Options to a Non-Employee
      Director.

      "Director Award Agreement" means a written agreement between the Company
      and a Participant who is a Non-Employee Director setting forth the terms,
      conditions and limitations applicable to a Director Award.

      "Director Option" means a Nonqualified Stock Option granted to a
      Non-Employee Director.

      "Employee" means an officer or key employee of the Company or its
      Subsidiaries, including an officer or key employee who serves as a member
      of the Board.

      "Employee Award" means the grant of options, stock appreciation rights,
      shares or rights to purchase shares, whether granted singly, in
      combination or in tandem, to a Participant who is an Employee.

      "Employee Award Agreement" means a written agreement between the Company
      and a Participant who is an Employee setting forth the terms, conditions
      and limitations applicable to an Employee Award.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Incentive Stock Option" means an option that is intended to comply with
      the requirements set forth in Section 422 of the Code.

      "Non-Employee Director" means a Director who is not an employee of the
      Company or any of its Subsidiaries.

      "Nonqualified Stock Option" means an option that is not an Incentive Stock
      Option.

      "Participant" means an Employee or Director to whom an Award has been made
      under the Plan.

      "Subsidiary" means a corporation so defined under Section 424(f) of the
      Code.

III.  AMOUNT OF STOCK

      A maximum of two million (2,000,000) shares of the Company's common stock
may be issued under the Plan upon exercises of options or stock appreciation
rights or upon grants or purchases at incentive prices. Such shares may be
authorized but unissued shares, shares held in the treasury or outstanding
shares purchased from their owners on the market or otherwise. If any option or
stock appreciation right granted under the Plan is forfeited, terminates or is
cancelled for any reason before the option or stock appreciation right is
exercised in full or if any shares sold under the Plan are reacquired by the
Company by reason of any right to reacquire such shares established at the time
the shares were initially sold or are surrendered in payment of the exercise
price of an option or are withheld to satisfy all or a portion of the tax
withholding obligations related to an Award, the shares previously reserved for
issuance upon exercise of such option or stock appreciation right or the shares
so reacquired, surrendered or withheld shall not count toward the maximum number
of shares that may be issued under the Plan, as adjusted pursuant to the next
paragraph, and such shares shall again be available to be issued under the Plan.

      If the outstanding shares of the Company's common stock are from time to
time increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company through merger, consolidation, reorganization,
split-up, split-off, spin-off, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the number, kind and price of shares which may be
issued pursuant to Awards under the Plan, such that each Award shall be for such
securities, cash and/or other property as would have been received and at such
exercise price or purchase price as would have been paid in respect of such
shares had the shares been issued in full immediately prior to such increase,
decrease, change or exchange. Such adjustment shall be made successively each
time that any such increase, decrease, change or exchange is made. In addition,
in the event of any such increase, decrease, change or exchange, the Committee
shall make such further adjustments as are appropriate to the maximum number of
shares subject to the Plan, to the other provisions of the Plan and to Awards
pursuant to the Plan.

      To the extent that the aggregate fair market value of stock subject to one
or more Incentive Stock Options that are first exercisable by an Employee in any
calendar year under the Plan (and under all other plans of the Company and its
Subsidiaries) exceeds $100,000, determined as of the time the options are
granted, such options shall be treated as Nonqualified Stock Options. This
limitation will be applied by taking into account options in the order in which
they were granted and without taking into account Incentive Stock Options that
were granted before 1987.

IV.   ADMINISTRATION

      (a) The Plan shall be administered by the Committee, which shall include
not fewer than two Directors, each of whom shall be a "Non-Employee Director"
within the meaning of Rule 16b-3 promulgated under the Exchange Act and an
"outside director" within the meaning of Treasury Regulation Section
1.162-27(e)(3). The Board may from time to time remove members from or add
members to the Committee. Vacancies on the Committee, however caused, shall be
filled by the Board. A majority of the Committee shall constitute a quorum and
the acts of a majority of the members present at any meeting (held at a time and
place determined by, and in accordance with rules adopted by, the Committee) at
which a quorum is present, or actions approved in writing by a majority of the
members of the Committee, shall constitute acts of the Committee.

      (b) Subject to the express terms and conditions of the Plan, the Committee
shall have full power to construe the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan. The exercise of these
powers by the Committee shall be conclusive and binding upon all present, past
and future Participants in the Plan.

      (c) The Committee may from time to time determine to which Employees and
Non-Employee Directors eligible for selection as Participants in the Plan, if
any, Awards shall be made under the Plan, the number of shares which may be
issued in connection with each such Award, the restrictions and forfeiture
provisions related to such Awards, the periods after which shares subject to an
Award shall vest and after which options and stock appreciation rights may be
exercised and incentive shares may be purchased, the circumstances under which
such periods may be accelerated, the exercise price of options and stock
appreciation rights and the purchase price of shares subject to Awards, the
means of payment of such exercise price or purchase price, the means of payment
of any withholding taxes related to an Award, and the extent to which any
option, right or share may be transferred.

      In addition, the Committee shall have full power and discretion to
establish and administer performance goals and business criteria, establish
performance periods, and certify that performance goals have been attained, in
each case, if and to the extent required to comply with the "qualified
performance-based compensation" exception to Section 162(m) of the Code and the
applicable regulations thereunder.

      (d) The Committee shall report in writing to the Secretary of the Company
the names of the Employees and Non-Employee Directors selected as Participants
in the Plan, and the terms and conditions of the options, stock appreciation
rights or shares to be granted or sold to each of them.

V.    ELIGIBILITY FOR PARTICIPATION

      All Employees and Non-Employee Directors shall be eligible for selection
as Participants in the Plan; provided, however, that Incentive Stock Options may
be granted only to Employees.

VI.   TERMS AND CONDITIONS OF OPTIONS, STOCK APPRECIATION RIGHTS AND SHARE
      GRANTS AND SALES

      The terms, conditions and vesting periods, if any, for each Award under
the Plan shall be evidenced by an Employee Award Agreement or Director Award
Agreement, as applicable, executed by the Company and the Participant, which
shall contain the following provisions, if applicable:

      (a) The number of shares which may be issued upon exercise of the option,
the period during which the option may be exercised, the purchase price or
prices per share to exercise the option, and the means of payment for the shares
and for any withholding taxes imposed upon exercise of the option; provided,
however, that notwithstanding any other provision of the Plan to the contrary,
the term of an Incentive Stock Option shall not exceed ten (10) years, and,
provided, further, that in the case of an Incentive Stock Option granted to an
Employee who, at the time such Incentive Stock Option is granted, owns shares of
the Company or any of its Subsidiaries which possess more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or of
any of such Subsidiaries, the term of such Incentive Stock Option shall not
exceed five (5) years, and, provided, further, that the purchase price or prices
of each share of the Company's common stock subject to any option under the Plan
shall be determined as follows:

            (i) The purchase price of each share subject to an Option under the
      Plan shall be not less than one hundred percent (100%) of the fair market
      value of such share on the date the option is granted; provided, however,
      that in the case of an Incentive Stock Option granted to an Employee who,
      at the time such Incentive Stock Option is granted, owns shares of the
      Company or any of its Subsidiaries which possess more than ten percent
      (10%) of the total combined voting power of all classes of stock of the
      Company or of any of such Subsidiaries, the purchase price of each share
      subject to such Incentive Stock Option shall be not less than one hundred
      and ten percent (110%) of the fair market value of such share on the date
      such option is granted. In determining stock ownership by an Employee for
      any purpose under the Plan, the rules of Section 424(d) of the Code shall
      apply, and the Board and the Committee may rely on the representations of
      fact made to them by the Employee and believed by them to be true.

            (ii) The fair market value of shares of the Company's common stock
      on a particular date is deemed to be the average (mean) of the reported
      "high" and "low" sales prices of such shares on such date on the largest
      national securities exchange (based on the aggregate dollar value of
      securities listed) on which such shares are then listed or traded. If such
      shares are not listed or traded on any national securities exchange, then,
      in each case, to the extent the Committee determines in good faith that
      the following prices arise out of a bona fide, established trading market
      for the shares, the fair market value of the shares is deemed to be:

                  A. the average of the reported "high" and "low" sales price of
            such shares in the over-the-counter market, as reported on the
            National Association of Securities Dealers Automated Quotations
            System, or, if such prices are not reported thereon, the average of
            the closing bid and asked prices as so reported, or

                  B. if such prices are not reported, then the average of the
            closing bid and asked prices reported by the National Quotation
            Bureau Incorporated. In all other cases, the fair market value of
            the shares shall be established by the Committee in good faith.

      (b) Such terms and conditions of exercise as may be set by the Board or
the Committee and specified in the Award Agreement or other grant agreement.

      (c) That an Incentive Stock Option is not transferable other than by will
or the laws of descent and distribution and is exercisable during the Employee's
lifetime only by the Employee or, if the Employee is disabled, by his guardian
or legal representative. Award Agreements also may permit an Incentive Stock
Option to be transferred to a trust, provided the Employee is considered, under
Section 671 of the Code and applicable state law, to be the sole beneficial
owner of the option while it is held in trust. In the case of an Option that
does not otherwise qualify as an Incentive Stock Option, Award Agreements may
permit the option to be transferred to immediate family members of the
Participant, trusts for their exclusive benefit or partnerships of which the
Participant or such family members are the only partners.

      (d) In addition to the restrictions set forth in subsection (c) above,
such restrictions on transfer of the option, and such restrictions on transfer
of the shares acquired upon exercise of the option, as may be set by the
Committee.

      (e) Such other terms and conditions not inconsistent with the Plan as may
be set by the Committee, including provisions allowing acceleration of options
upon a change of control of the Company or otherwise.

      (f) In the discretion of the Committee, any option granted hereunder may
provide that such option may be exercised by the holder's surrender of all or
part of such option to the Company in exchange for a number of shares of the
Company's common stock having a total market value, as of the date of surrender,
equal to the excess of (i) the market value, as of the date of surrender, of the
number of shares that could be acquired by the exercise of the portion of the
option that is surrendered, over (ii) the aggregate exercise price which would
otherwise be paid to the Company upon a normal exercise of the option as to that
number of shares. In the event the foregoing calculation would require the
issuance of a fractional share, the Company shall, in lieu thereof, pay cash to
the holder in an amount equal to the fair market value of such fractional share
as of the date of surrender.

      (g) The Committee may, in its discretion, grant stock appreciation rights
to Participants who are concurrently being granted, or previously have been
granted, options under the Plan. A stock appreciation right shall be related to
a particular option (either to an option previously granted or to an option
granted concurrently with the stock appreciation right) and shall entitle the
Participant, at such time or times as the related option is exercisable, and
upon surrender of the then exercisable option, or part thereof, and exercise of
the stock appreciation right, to receive payment of an amount determined
pursuant to paragraph (ii) below.

      Stock appreciation rights shall be subject to the following terms and
conditions, to the terms of subsection (c) above regarding transferability of
Nonqualified Stock Options, and to such other terms and conditions not
inconsistent with the Plan as the Committee may approve and direct:

            (i) A stock appreciation right shall be exercisable by a Participant
      at such time or times, and to such extent, as the option to which it
      relates is then exercisable; provided, however, that a stock appreciation
      right may be exercised for cash only during the period beginning on the
      third business day following the date of release for publication by the
      Company of quarterly or annual summary statements of earnings and ending
      on the twelfth business day following such date and, provided further,
      that the Committee may impose such other conditions on exercise as may be
      required to satisfy the requirements of Rule 16b-3 under the Exchange Act
      (or any successor provision in effect at that time).

            (ii) Upon exercise of the stock appreciation right and surrender of
      the corresponding exercisable portion of the related option, a Participant
      shall be entitled to receive payment of an amount determined by
      multiplying:

                  A. the difference obtained by subtracting the option exercise
            price per share of common stock under the related option from the
            fair market value of a share of common stock of the Company on the
            date of exercise of the stock appreciation right, by

                  B. the number of shares subject to the related option with
            respect to which the stock appreciation right is being exercised.

            (iii) Unless otherwise provided hereunder or in an Award Agreement,
      payment of the amount determined under the preceding paragraph (ii) above
      shall be made one-half in cash and one-half in shares of common stock of
      the Company valued at their fair market value on the date of exercise of
      the stock appreciation right, provided, however, that the Committee, in
      its sole discretion, may either require or allow the holder of the stock
      appreciation right to elect for the stock appreciation right to be settled
      solely in such shares, solely in cash, or in some other proportion of
      shares and cash and provided, further, that cash shall, in any event, be
      paid in lieu of fractional shares.

            (iv) The shares and/or cash delivered or paid to a Participant upon
      exercise of a stock appreciation right shall be issued or paid in
      consideration of services performed for the Company or for its benefit by
      the Participant.

      (h) The Committee may, in its discretion, grant or sell to an Employee
shares of the Company's common stock, subject to such terms, conditions and
vesting provisions, if any, as the Committee may prescribe.

      (i) Notwithstanding anything herein to the contrary, during the term of
the Plan, no Participant may be granted shares or options or other rights to
purchase, including stock appreciation rights with respect to, more than One
Million (1,000,000) shares of common stock under the Plan, as adjusted pursuant
to Section III above. If any option or stock appreciation right granted to a
Participant under the Plan is forfeited, terminates or is cancelled for any
reason before the option or stock appreciation right is exercised in full or if
any shares sold to such Participant under the Plan are reacquired by the Company
by reason of any right to reacquire such shares established at the time the
shares were initially sold, are surrendered by a Participant in payment of the
exercise price of an option or are withheld to satisfy all or a portion of the
tax withholding obligations related to an Award, the shares subject to such
options and stock appreciation rights and the shares so reacquired, surrendered
or withheld shall count toward the maximum number of shares that may be issued
to such Participant under the Plan.

VII.  PROCEEDS FROM SALES OF SHARES

      Proceeds from the sale of shares under the Plan and from the exercise of
options shall be added to the general funds of the Company and may thereafter be
used from time to time for such corporate purposes as the Board determines and
directs.

VIII. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

      The Board may at any time amend, suspend or terminate the Plan. However,
no such action by the Board may be taken without the approval of the
stockholders of the Company entitled to vote thereon if such action would
materially increase the benefits accruing to Participants under the Plan,
increase the aggregate number of shares subject to the Plan (other than pursuant
to Section III of the Plan), or change the provisions regarding eligibility for
participation in the Plan. No amendment, suspension or termination of the Plan
shall alter or impair any rights or obligations under any outstanding Award
Agreement or other grant agreement without the consent of the holder.

IX.   PROVISIONS FOR EMPLOYEES OF SUBSIDIARIES

      In connection with an Award to an Employee of a Subsidiary, the Company
may sell the shares subject to the Award to the Subsidiary which is his
employer, at a price which shall be not less than the option exercise price or
purchase price paid by the Employee for the shares, but which may be more, in
order that the shares issued or sold to the Employee may be issued or sold
directly by his employer corporation.

X.    EFFECTIVE DATE AND TERMINATION OF THE PLAN

      (a) The Plan shall be submitted for a vote at a meeting of the
stockholders of the Company or shall be approved by written consent of the
stockholders in accordance with and only to the extent permitted by the
Company's charter and by-laws and by applicable state laws prescribing the
method and degree of stockholder approval required for the issuance of corporate
stock or options; provided, that if applicable state law does not provide a
method and degree of required approval, the Plan must be approved by a majority
of the votes cast at a duly held stockholders' meeting at which a quorum
representing a majority of all outstanding voting stock is, either in person or
by proxy, present and voting on the Plan.

      (b) If approved by the stockholders of the Company within 12 months before
or after adoption of the Plan by the Board, the Plan shall become effective on
the later of the date of such stockholder approval or the date of adoption of
the Plan by the Board (the "Effective Date"). Unless sooner terminated by the
Board, the Plan shall terminate on the date ten (10) years after the earlier of
(i) the date the Plan is adopted by the Board or (ii) the Effective Date. After
termination of the Plan, no further Awards may be made under the Plan; provided,
however, that such termination will not affect any options or stock appreciation
rights granted or shares granted or sold prior to termination of the Plan and
shall not affect the provisions of the Plan relating to such options, stock
appreciation rights and shares.

XI.   MISCELLANEOUS

      (a) The invalidity or illegality of any provision of the Plan shall not
affect the validity or legality of any other provision of the Plan.

      (b) The Plan, any options or stock appreciation rights granted or shares
granted or sold thereunder and all related matters shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware
from time to time obtaining.