Exhibit
      10.1

     

    CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement, dated as of the 12th day of December, 2007 (this
“Agreement”), between James Dandeneau and PPC Liquidation Corporation (the
“Consultant”) and Putnam Plastics Company LLC, a Connecticut limited liability
      company (the “Company”).

     

    W
      I T
      N E S S E T H,

     

    WHEREAS,
      the Company and the Consultant are parties to an Employment Agreement, dated
      as
      of November 9, 2004 (the “Prior Agreement”), which was entered into in
      connection with the Company’s acquisition of the assets of Putnam Plastics
      Corporation (“PPC”).

     

    WHEREAS,
      the Consultant was the President and Chief Executive Officer of PPC prior to
      the
      execution and delivery of the Prior Agreement. 

     

    WHEREAS,
      the Consultant’s execution and delivery of the Prior Agreement was a condition
      precedent to (a) the Company’s willingness to acquire the assets of PPC and (b)
      the willingness of Memry Corporation, a Delaware corporation and the parent
      of
      the Company (the “Parent”), to issue options to the Consultant to acquire shares
      of its common stock to the Consultant pursuant to the Parent’s Amended and
      Restated 1997 Long-Term Incentive Plan (the “1997 Plan”).

     

    WHEREAS,
      the Consultant resigned as the President of the
      Company, and Company desires to retain the Consultant to provide services,
      and
      the Consultant desires to perform such services, pursuant to the terms
      below.

     

    NOW,
      THEREFORE, in consideration of the premises and of the covenants and agreements
      set forth herein, the parties agree as follows:

     

    1.  Consulting
      Services.

     

    (a)  The
      Company hereby engages the Consultant as an independent contractor to render
      services as requested from time to time by the Company. The services shall
      consist of technology services and services as a member of the Board of
      Directors of the Parent (the “Services”).  Subject
      to the terms of this Agreement, Consultant will render the services set forth
      in
      Project Assignment(s) (Exhibit A). The parties understand and agree that the
      Consultant will have the sole discretion to determine the method and means
      of
      performing the Services, and that the Company has no right to, and will not,
      control or determine the method or means of the performance of the Services.
      The
      Consultant shall provide the Services in a timely and professional manner and
      in
      compliance with the highest current standards of relevant established industry
      practice.
      The Consultant shall comply with all reasonable instructions given to the
      Consultant by the Company in relation to the Services and shall keep the Company
      informed of the Consultant’s activities under this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  Term.
      The
      Consulting Period
      shall commence on the date hereof. The Consulting Period may be terminated
      by
      either party for any reason upon prior written notice.

     

    3.  Compensation;
      Expenses.
      

     

    (a)  In
      consideration of the services rendered and to be rendered by the Consultant,
      the
      Company shall pay the Consultant $140.00 per hour, payable monthly in arrears.
      The Consultant acknowledges and agrees that the Services do not include payment
      for services as a member of the Board of Directors of the Parent. The
      compensation payable under this Section 3 compensates him only for those
      services outlined in Exhibit A and any other assignments as may be requested
      from time to time. 

     

    (b)  The
      Company shall reimburse the Consultant for reasonable pre-approved out-of-pocket
      expenses incurred by Consultant in the course of performing the Services under
      this Agreement, subject to the Company’ requirements with respect to reporting
      and documentation of such expenses.

     

    4.  Nonsolicitation.

     

    (a)  From
      the
      date hereof through May 8, 2009 (the “Restriction Period”), the Consultant will
      not, directly or indirectly, either for himself or for any other person or
      entity (i) solicit (A) any employee of the Company or any affiliate of the
      Company to terminate his or her employment with the Company or such affiliate
      during his or her employment with the Company or such affiliate or (B) any
      former employee of the Company or an affiliate of the Company for a period
      of
      one year after such individual terminates his or his employment with the Company
      or such affiliate, (ii) solicit any customer or client of the Company or any
      such affiliate (or any prospective customer or client of the Company or such
      affiliate) as of the date hereof to terminate its relationship with the Company
      or such affiliate, or do business with any third parties, or (iii) take any
      action that is reasonably likely to cause injury to the relationships between
      the Company or any such affiliate or any of their respective employees and
      any
      lessor, lessee, vendor, supplier, customer, distributor, employee, consultant
      or
      other business associate of the Company or any such affiliate as such
      relationship relates to the Company’s or such affiliate’s conduct of its
      business. In the event of Consultant’s breach of this subsection (b), the
      Restriction Period shall be extended by the amount of time during which the
      Consultant is in breach. 

     

    (b)  If
      the
      final judgment of a court of competent jurisdiction declares that any term
      or
      provision of this Section 4 is invalid or unenforceable, the parties agree
      that
      the court making the determination of invalidity or unenforceability shall
      have
      the power to reduce the scope, duration, or area of the term or provision,
      to
      delete specific words or phrases, or to replace any invalid or unenforceable
      term or provision with a term or provision that is valid and enforceable and
      that comes closest to expressing the intention of the invalid or unenforceable
      term or provision, and this Agreement shall be enforceable as so modified after
      the expiration of the time within which the judgment may be appealed.


     

    
      
        
        

      

      
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    5.  Covenant
      Not to Disclose Information.
      The
      Consultant agrees that during the Consulting Period and thereafter, he will
      not
      use or disclose, other than to another employee of the Company qualified by
      the
      Company to receive that information in the normal course of business, any
      confidential information or trade secrets of the Company or any affiliate of
      the
      Company which were made known to him by the Company, its officers or employees
      or affiliates, or learned by him while in the Company’s employ or during the
      Consulting Period, without the prior written consent of the Company, and that
      upon termination of the Consulting Period for any reason, he will promptly
      return to the Company any and all properties, records, figures, calculations,
      letters, papers, drawings, schematics or copies thereof or other confidential
      information of the Company and its affiliates of any type or description and
      he
      will promptly delete any copies of any such information from his personal
      computer, BlackBerry or other electronic device. It is understood that the
      term
“trade secrets” as used in this Agreement is deemed to include, without
      limitation, lists of the Company’s and its affiliates’ respective customers,
      information relating to their practices, know-how, processes and inventions,
      and
      any other information of whatever nature which gives the Company or any
      affiliate an opportunity to obtain an advantage over its competitors who do
      not
      have access to such information. In the event that the Consultant becomes
      legally compelled to disclose all or any portion of any confidential information
      or trade secrets of the Company or any affiliate of the Company, the Consultant
      will provide the Company with prompt notice thereof, so that the Company may
      seek a protective order or other appropriate remedy. In the event that such
      protective order or other remedy is not obtained, the Consultant will furnish
      only that portion of the confidential information or trade secret which is
      legally required and the Consultant will exercise the Consultant’s best efforts
      to obtain reliable assurance that confidential treatment will be afforded such
      portion of the confidential information and/or trade secret.

     

    6.  Inventions
      and Improvements.
      With
      respect to any and all inventions (as defined in Section 6(e) below) made or
      conceived by the Consultant, whether or not during his hours of employment
      with
      the Company or during the hours in which he provides the Services, either solely
      or jointly with others, without additional consideration:

     

    (a)  The
      Consultant shall promptly inform the Company of any such invention.

     

    (b)  Any
      such
      invention, whether patentable or not, shall be the property of the Company,
      and
      the Consultant hereby assigns and agrees to assign to the Company all his rights
      to any such invention, and to any United States and/or foreign letters patent
      granted upon any such invention or any application therefor.

     

    (c)  The
      Consultant shall apply, at the Company’s request and expense, for United States
      and/or foreign letters patent either in the Consultant’s name or otherwise as
      the Company may desire.

     

    (d)  The
      Consultant shall acknowledge and deliver promptly to the Company, without charge
      to the Company but at its expense, all sketches, drawings, models and figures
      and other information and shall perform such other acts, such as giving
      testimony in support of his inventorship, as may be necessary in the opinion
      of
      the Company to obtain and maintain United States and/or foreign letters patent
      and to vest the entire right and title thereto in the Company.

     

    (e)  For
      purposes of this Section, the term “invention” shall be deemed to mean any
      discovery, concept or idea (whether patentable or not), including but not
      limited to processes, methods, formulas, techniques, hardware developments
      and
      software developments, as well as improvements thereof or know-how related
      thereto, (i) concerning any present or prospective activities of the Company
      and
      its affiliates and (ii) (A) which the Consultant becomes acquainted with as
      a
      result of his employment by the Company or through his provision of the
      Services, (B) which results from any work he may do for, or at the request
      of,
      the Company or any of its affiliates, (C) which relate to the Company’s or any
      affiliates’ business or actual or demonstrably anticipated research and
      development, or (D) which are developed in any part by use of the Company’s or
      any such affiliates’ equipment, supplies, facilities or trade
      secrets.

     

    
      
        
        

      

      
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    (f)  If
      the
      Company is unable, after reasonable effort, to secure the signature of the
      Consultant with respect to any document needed by the Company to enforce its
      rights under this Section 6, any executive officer of the Company shall be
      entitled to execute any such papers as the agent and the attorney-in-fact of
      the
      Consultant, and the Consultant hereby irrevocably designates and appoints each
      executive officer of the Company as his agent and attorney-in-fact to execute
      any such papers on his or her behalf, and to take any and all actions as each
      the Company may deem necessary or desirable in order to protect its rights
      and
      interests in any invention, under the conditions described in this
      sentence.

     

    The
      parties hereto agree that the covenants and agreements contained in this Section
      6 are, taken as a whole, reasonable in their scope and duration, and no party
      shall raise any issue of the reasonableness of the scope or duration of any
      such
      covenants in any proceeding to enforce any such covenants.

     

    7.  Remedy
      at Law Inadequate.
      The
      Consultant acknowledges that any remedy at law for breach of any of the
      covenants set forth in Sections 4, 5 and 6 contained in this Agreement would
      be
      inadequate and the Company shall be entitled to preliminary and permanent
      injunctive relief in the event of any such breach, without any requirement
      to
      post bond. 

     

    8.  Effect
      of Termination.
      Upon
      termination of the Consulting Period for any reason whatsoever, all rights
      and
      obligations of the parties under this Agreement shall cease, except that the
      Consultant shall continue to be bound by the covenants set forth in Sections
      4,
      5, 6 and 7 hereof, and the Company shall be bound to pay to the Consultant
      accrued compensation to the date of termination.

     

    9.  Independent
      Contractor Status.
      It is
      the express intention of the parties to this Agreement that the Consultant
      is an
      independent contractor, and is classified by the Company as such for all
      employee benefit purposes, and the parties expressly agree that the Consultant
      is not an employee, agent, joint venturer, or partner of the Company. Nothing
      in
      this Agreement shall be interpreted or construed as creating or establishing
      an
      employment relationship between the Company and the Consultant. Both parties
      understand and agree that the Consultant may, and probably will, perform
      services for others during the term of this Agreement. 

     

    10.  Obligations
      of the Consultant.

    


    (a)  The
      Consultant will supply all equipment necessary to perform the
      Services.

    


    (b)  The
      Consultant is solely responsible for all taxes, withholdings, and other similar
      statutory obligations with respect to Consultant’s services
      hereunder, and the Consultant agrees to defend, indemnify and hold Company
      and
      its affiliates harmless from any and all claims made by any entity on account
      of
      an alleged failure by the Consultant to satisfy any such tax or withholding
      obligations. 

    


    
      
        
        

      

      
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    (c)  Since
      the
      Consultant is not an employee of Company, the Consultant agrees and understands
      that the Consultant is not entitled to any of the benefits which Company may
      make available to its employees, such as group insurance, workers’ compensation,
      disability insurance, vacation, sick pay, profit-sharing, stock options, or
      retirement benefits. In addition, the Consultant shall be responsible for
      providing, at his expense and in his name, disability, workers compensation
      or
      other insurance as well as any and all licenses and permits usual or necessary
      for conducting the services described in this Agreement.

    


    (d)  The
      Consultant will indemnify and hold the Company and its affiliates harmless
      from,
      and will defend the Company and its affiliates against, any and all loss,
      liability, damage, claims, demands, or suits and related costs and expenses
      to
      persons or property that arise, directly or indirectly, from acts or omissions
      of the Consultant, or from the breach of any term or condition of this Agreement
      attributable to the Consultant or his agents.

     

    11.  Stock
      Options.
      The
      Consultant acknowledges and agrees that the stock options previously granted
      to
      him pursuant to the 1997 Plan and the Parent’s 2006 Long-Term Incentive Plan
      (the “2006 Plan”) shall cease vesting as of the date hereof. As a result, the
      options previously granted to the Consultant under the 2006 Plan shall be
      unvested and forfeited as of the date hereof. The vested and outstanding options
      granted to the Consultant under the 1997 Plan shall remain exercisable for
      three
      months following the date he ceased to be an employee and shall terminate upon
      the earlier of (a) the date of exercise and (b) the close of business on the
      date that is three months following the date thereof. 

     

    12.  Directors’
      Fees.
      The
      Consultant acknowledges and agrees that, as a result of his prior status as
      an
      officer of PPC, he is ineligible to receive any compensation as a non-employee
      director under the 2006 Plan. In recognition of the responsibilities and
      activities of the Consultant as a Director of the Company, the Company shall
      pay
      the Consultant a retainer of $1,000 per month.

     

    13.  Miscellaneous.

     

    (a)  This
      Agreement may not be assigned by the Consultant. The Company may assign this
      Agreement in connection with a Change in Control of the Company.

     

    (b)  In
      the
      event that any provision of this Agreement is found by a court of competent
      jurisdiction to be invalid or unenforceable, such provision shall be, and shall
      be deemed to be, modified so as to become valid and enforceable, and the
      remaining provisions of this Agreement shall not be affected.

     

    (c)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Connecticut.

     

    
      
        
        

      

      
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    (d)  No
      modification of this Agreement shall be effective unless in a writing executed
      by both parties.

     

    (e)  This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof, and supercedes all prior agreements, representations
      and
      promises by either party or between the parties. For purposes of clarification,
      this Agreement does not supercede or replace Section 8(e) of the Asset Purchase
      Agreement entered into as of November 9, 2004 by and among the Parent, PPC
      and
      the Consultant.

     

    (f)  For
      purposes of this Agreement, “Change in Control of the Company” shall mean: (i) a
      sale or exchange by the stockholders of more than fifty percent (50%) of the
      Company’s voting stock (whether in a single or a series of related
      transactions), (ii) a merger or consolidation in which the Company is a party,
      (iii) the sale, exchange or transfer of all or substantially all of the assets
      of the Company (whether in a single or a series of related transactions), or
      (iv) a liquidation or dissolution of the Company, wherein, upon any such event
      described in clauses (i) through (iv) above , the stockholders of the Company
      immediately before such event do not retain immediately after such event direct
      or indirect beneficial ownership of more than fifty percent (50%) of the total
      combined voting power of the outstanding voting stock of the Company, its
      successor, or the corporation to which the assets of the Company were
      transferred, as the case may be. For purposes of the preceding sentence,
      indirect beneficial ownership shall include, without limitation, an interest
      resulting from ownership of the voting stock of one or more corporations which,
      as a result of such event, own the Company or the transferee corporation(s),
      as
      the case may be, either directly or through one or more subsidiary
      corporations.

    


     

    [Signature
      page follows.]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
      first above written.

     

    
      	 	 	 
	 	Putnam
              Plastics
              Company LLC
	 
 	 
 	 
 
	 	By:  	/s/ Dean
              Tulumaris
	 	
              
Name:
              Dean Tulumaris
	 	Title:  
              President and Chief Operating Officer


    

    
      
        	 	 	 
	 
 	 
 	 
 
	 	       
                	/s/ James
                Dandeneau
	 	
                
James
                Dandeneau


      

      
        
          	 	 	 
	 
 	 
 	 
 
	 	       
                  	/s/ James
                  Dandeneau
	 	
                  
PPC
                  Liquidation Corporation


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

    

    Exhibit
      A

    


    Consulting
      Duties:

    


    
      	1.  	
              Assist
                on technical issues and projects as
                required

            


    

    
      	2.  	
              Assist
                with customers on the technical and commercial
                issues

            


    

    
      	3.  	
              Continue
                to mentor the PPC staff on technical issues and
                capabilities

            


    

    
      	4.  	
              Assist
                with quotes and proposals as needed

            


    

    
      	5.  	
              Other
                duties as assigned and requested.

            


    

     

    
      
        
        

      

      8