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EXHIBIT 10.1




TECHNICAL COMMUNICATIONS CORPORATION
 1991 STOCK OPTION PLAN




     1. Purposes of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial responsibility, to
provide additional incentive to the Employees, Directors and Consultants of the Company and to
promote the success of the Company’s business.



     Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock
Options, at the discretion of the Board and as reflected in the terms of the written option
agreement.



     2. Definitions. As used herein, the following definitions shall apply:



     (a) “Board” shall mean the Committee, if one has been appointed, or the Board
of
Directors of the Company, if no Committee is appointed.



     (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (c) “Common Stock” shall mean the Common Stock, $.10 par value, of the
Company.



     (d) “Company” shall mean Technical Communications Corporation, a
Massachusetts corporation.



     (e) “Committee” shall mean the Committee appointed by the Board of Directors in
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.



     (f) “Consultant” shall mean any person who is engaged by the Company or any Subsidiary
to render consulting services and is compensated for such consulting services.



     (g) “Continuous Status as an Employee, Consultant or Director” shall mean the absence
of any interruption or termination of service as an Employee, Consultant or Director. Continuous
Status as an Employee, Consultant or Director shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence approved by the Board; provided that such
leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.



     (h) “Director” shall mean any director of the Company whether compensated for such
services or not; provided that if and in the event the Company registers any class of any equity
security pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the term Director shall thereafter not include directors who are not compensated for their
services or are paid only a director’s fee by the Company.



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     (i) “Employee” shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment of a director’s
fee by the Company shall not be sufficient to constitute “employment” by the Company.



     (j) “Incentive Stock Option” shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.



     (k) “Nonstatutory Stock Option” shall mean an Option not intended to qualify as
an Incentive Stock Option.



     (1) “Option” shall mean a stock option granted pursuant to the Plan.



     (m) “Optioned Stock” shall mean the Common Stock subject to the Option.



     (n) “Optionee” shall mean an Employee, Consultant or Director who receives
an Option.



     (o) “Parent” shall mean a “parent corporation”, whether now or hereafter
existing, as defined in Section 424(e) of the Code.



     (p) “Plan” shall mean this 1991 Stock Option Plan.



     (q) “Share” shall mean a share of the Common Stock, as adjusted in accordance
with Section 11 of the Plan.



     (r) “Subsidiary” shall mean a “subsidiary corporation”, whether now or
hereafter existing, as defined in Section 424(f) of the Code.



     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is
250,000 shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common
Stock.



     If an Option should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan.



Notwithstanding any other provision of the Plan, shares issued under the Plan and later repurchased
by the Company shall not become available for future grant or sale under the Plan.



     4. Administration of the Plan.



     (a) Procedure. The Plan shall be administered by the Board of Directors of the
Company.



          (i) Subject to subparagraph (ii), the Board of Directors may appoint a Committee
consisting of not less than two members of the Board of Directors to




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administer the Plan on behalf of the Board of Directors, subject to such terms and conditions as
the Board of Directors may prescribe. Once appointed, the Committee shall continue to serve
until otherwise directed by the Board of Directors. Members of the Board who are either eligible
for Options or have been granted Options may vote on any matters affecting the administration of
the Plan or the grant of any Options pursuant to the Plan, except that no such member shall act
upon the granting of an Option to himself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board during which action is taken with respect to the
granting of Options to him.




          (ii) Notwithstanding the foregoing subparagraph (i), if and in any event the Company
registers any class of any equity security pursuant to Section 12 of the Exchange Act, from the
effective date of such registration (the “Effective Date”) until six months after the termination
of such registration (the “Termination Date”), any grants of options to officers or directors
shall only be made by the Board of Directors; provided, however, that if a majority of the Board
of Directors is eligible to participate in this Plan or any other stock option or other stock plan
of the Company or any of its affiliates, or has been eligible at any time within the preceding
year, any grants of options to directors must be made by, or only in accordance with the
recommendation of, a Committee consisting of three or more persons, who may but need not be
directors or employees of the Company, appointed by the Board of Directors and having full
authority to act in the matter, none of whom is eligible to participate in this Plan or any other
stock option or other stock plan of the Company or any of its affiliates, or has been eligible at
any time within the preceding year. Any Committee administering the Plan with respect to grants
to officers who are not also directors shall conform to the requirements of the preceding
sentence. Once appointed, the Committee shall continue to serve until otherwise directed by the
Board of Directors.




          (iii) Subject to the foregoing subparagraphs (i) and (i), from time to time the Board of
Directors may increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and thereafter directly
administer the Plan.




     (b) Powers of the Board. Subject to the provisions of the Plan, the Board shall
have the authority, in its discretion: (i) to grant Incentive Stock Options or Nonstatutory Stock
Options; (ii) to determine, upon review of relevant information and in accordance with Section 8(b)
of the Plan, the fair market value of the Common Stock; (iii) to determine the exercise price per
share of Options to be granted, which exercise price shall be determined in accordance with Section
8(a) of the Plan; (iv) to determine the Employees, Consultants or Directors to whom, and the time
or times at which, Options shall be granted and the number of shares to be represented by each
Option; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vii) to determine the terms and provisions of each Option granted (which
need not be identical) and, with the consent of the holder thereof, modify or amend each Option;
(viii) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option,
consistent with the provisions of Section 5 of the Plan; (ix) to authorize any person to execute on
behalf of the Company any instrument required to effectuate the grant of an Option previously
granted by the Board; and (x) to make all other determinations deemed necessary or advisable for
the administration of the Plan.



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     (c) Effect of Board’s Decision. All decisions, determinations and interpretations of
the Board shall be final and binding on all Optionees and any other holders of any Options granted
under the Plan.



     5. Eligibility.



     (a) Options may be granted only to Employees, Consultants or Directors. Incentive Stock
Options may be granted only to Employees. An Employee, Consultant or Director who has been
granted an Option may, if he is otherwise eligible, be granted an additional Option or Options.



     (b) Neither the Plan nor any Option granted hereunder shall confer upon any Optionee any
right with respect to continuation of employment, consulting relationship or directorship with the
Company, nor shall it interfere in any way with his right or the Company’s right to terminate his
employment, consulting relationship or directorship at any time.



     6. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the Company as described
in Section 18 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 14 of the Plan.



     7. Term of Option. The term of each Incentive Stock Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be provided in the Incentive Stock
Option Agreement. The term of each Option that is not an Incentive Stock Option shall be
determined by the Board and set forth in the Option Agreement. However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns
stock possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be
five (5) years from the date of grant thereof or such shorter time as may be provided in the
Incentive Stock Option Agreement.



     8. Exercise Price and Consideration.



     (a) Exercise Price. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be
subject to the following:



          (i) In the case of an Incentive Stock Option




               (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns
stock possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less
than 110% of the fair market value per Share on the date of grant.



               (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of
the fair market value per Share on the date of grant.



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          (ii) In
the case of an Option granted on or after the effective date of registration of any
class of equity security of the Company pursuant to Section 12 of the Exchange Act and prior to
six months after the termination of such registration, the per Share exercise price shall be no
less than 100% of the fair market value per Share on the date of grant.




     (b) Fair Market Value. The fair market value shall be determined by the Board in
its discretion; provided, however, that where there is a public market for the Common Stock, the
fair market value per Share shall be the mean of the bid and asked prices (or the closing price
per share if the Common Stock is listed on the National Association of Securities Dealers
Automated Quotation (“NASDAQ”) National Market System) of the Common Stock for the date of grant,
as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by
the NASDAQ System) or, in the event the Common Stock is listed on a stock exchange, the fair
market value per Share shall be the closing price on such exchange on the date of grant of the
Option, as reported in The Wall Street Journal.



     (c) Form of Consideration. The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined by the Board and
may consist entirely of cash, check, other Shares of Common Stock having a fair market value on
the date of surrender equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised, or any combination of such methods of payment, or such other consideration and
method of payment for the issuance of Shares to the extent permitted under Chapter 156B of the
Massachusetts Corporation Law. In making its determination as to the type of consideration to
accept, the Board shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.



     9. Procedure for Exercise of Option; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions as determined by the
Board, including performance criteria with respect to the Company and/or the Optionee, and as shall
be permissible under the terms of the Plan; provided, however, if and in any event the Company
registers any class of any equity security pursuant to Section 12 of the Exchange Act, from the
Effective Date to the Termination Date, the Shares issued pursuant to an exercise of an Option
granted between the Effective Date and the termination Date, inclusive, shall not be sold, pledged,
assigned, hypothecated, transferred or disposed of for six (6) months after the date of grant of
the Option.



     An Option may not be exercised for a fraction of a Share.



     An Option shall be deemed to be exercised when written notice of such exercise in the form
required by the Nonstatutory or Incentive Stock Option Agreement has been given to the Company in
accordance with the terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any consideration and method of
payment allowable under Section 8(c) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The



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Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the
Option. Upon receipt by the Company of written notice of exercise of the Option in the form
required by the Nonstatutory or Incentive Stock Option Agreement and full payment for the Shares
with respect to which the Option is exercised, the Optionee shall be deemed to be the holder of
record of the Shares, notwithstanding that certificates representing such Shares shall not then be
actually issued and delivered to the Optionee. No adjustment shall be made for a dividend or other
right for which the record date is prior to the date the stock certificate is issued, except as
provided in Section 12 of the Plan.




     Exercise of an Option in any manner shall result in a decrease in the number of Shares
which thereafter may be available, both for purposes of the Plan and for purchase under the
Option, by the number of Shares as to which the Option is exercised.



     10. Certain Events Affecting Exercisability of Incentive Stock Options.



     (a) Termination of Status as an Employee, Consultant or Director. With respect to
Incentive Stock Options, in the event of termination of an Optionee’s Continuous Status as an
Employee, Consultant or Director (as the case may be), such Optionee may, but only within thirty
(30) days (or such other period of time not exceeding three (3) months as is determined by the
Board, with such determination being made at the time of grant of the Option) after such event of
termination of an Optionee’s Continuous Status as an Employee, Consultant or Director (as the case
may be) (but in no event later than the date of expiration of the term of such Incentive Stock
Option as set forth in the Incentive Stock Option Agreement), exercise his Incentive Stock Option
to the extent that he was entitled to exercise it at the date of such termination. To the extent
that he was not entitled to exercise the Incentive Stock Option at the date of such termination, or
if he does not exercise such Incentive Stock Option (which he was entitled to exercise) within the
time specified herein, the Incentive Stock Option shall terminate.



     (b) Disability of Optionee. With respect to Incentive Stock Options, notwithstanding
the provision of Section 10(a) above, in the event of termination of an Optionee’s Continuous
Status as an Employee, Consultant or Director (as the case may be) as a result of his total and
permanent disability (as defined in Section 22(e)(3) of the Code), he may, but only within six (6)
months (or such other period of time not exceeding twelve (12) months as is determined by the
Board, with such determination being made at the time of grant of the Incentive Stock Option) from
the date of termination (but in no event later than the date of expiration of the term of such
Incentive Stock Option as set forth in the Incentive Stock Option Agreement), exercise his
Incentive Stock Option to the extent he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise the Incentive Stock Option at the
date of termination, or if he does not exercise such Incentive Stock Option (which he was entitled
to exercise) within the time specified herein, the Incentive Stock Option shall terminate.



     (c) Death of Optionee. With respect to Incentive Stock Options, notwithstanding the
provisions of Section 10(a) above, in the event of the death of an Optionee:



          (i) who is at the time of his death an Employee, Consultant or Director of the Company and
who shall have been in Continuous Status as an Employee, Consultant or




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Director since the date of grant of the Incentive Stock Option, the Incentive Stock Option may be
exercised, at any time within six (6) months following the date of death (but in no event later
than the date of expiration of the term of such Incentive Stock Option as set forth in the
Incentive Stock Option Agreement), by the Optionee’s estate or by a person who acquired the right
to exercise the Incentive Stock Option by bequest or inheritance, but only to the extent of the
right to exercise that would have accrued had the Optionee continued living and remained in
Continuous Status as an Employee, Consultant or Director six (6) months after the date of death;
or




          (ii) which occurs within thirty (30) days (or such other period of time not exceeding three
(3) months as is determined by the Board, with such determination being made at the time of grant
of the Incentive Stock Option) after the termination of Continuous Status as an Employee,
Consultant or Director, the Incentive Stock Option may be exercised, at any time within six (6)
months following the date of death (but in no event later than the date of expiration of the term
of such Incentive Stock Option as set forth in the Incentive Stock Option Agreement), by the
Optionee’s estate or by a person who acquired the right to exercise the Incentive Stock Option by
bequest or inheritance, but only to the extent of the right to exercise that had accrued at the
date of termination.




     11. Non-Transferability of Options. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent and distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.



     12. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the shareholders of the Company, the number of shares of Common
Stock covered by each outstanding Option, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been “effected” without receipt of
consideration. Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.



     In the event of the proposed dissolution or liquidation of the Company, each outstanding
Option will terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such
instances, declare that any Option shall terminate as of a date fixed by the Board and give each
Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale
of all or substantially all of the assets of the



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Company, or the merger of the Company with or into another corporation where the Company is not
the surviving corporation, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such successor corporation.
In the event that such successor corporation refuses to assume the Option or to substitute an
equivalent option, the Board shall, in lieu of such assumption or substitution, provide for the
Optionee to have the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option
fully exercisable in lieu of assumption or substitution in the event of a merger or sale of
assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a
period of thirty (30) days from the date of such notice, and the Option will terminate upon the
expiration of such period.




     13. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such Option. Notice of
the determination shall be given to each Employee, Consultant or Director to whom an Option is so
granted within a reasonable time after the date of such grant.



     14. Amendment and Termination of the Plan.



     (a) Amendment and Termination. The Board may amend or terminate the Plan from
time to time in such respects as the Board may deem advisable; provided that the following
revisions or amendments shall require approval of the shareholders of the Company in the manner
described in Section 18 of the Plan:



          (i) any increase in the number of Shares subject to the Plan, other than in
connection with an adjustment under Section 12 of the Plan;




          (ii) any change in the designation of the class of person eligible to be granted Options;
or




          (iii) if the Company has a class of equity securities registered under Section 12 of the
Exchange Act at the time of such revision or amendment, any material increase in the benefit
accruing to participants under the Plan.




     (b) Shareholder Approval. If any amendment requiring shareholder approval under
Section 14(a) of the Plan is made subsequent to the first registration of any class of equity
securities by the Company under Section 12 of the Exchange Act, such shareholder approval shall be
solicited as described in Section 18 of the Plan.



     (c) Effect of Amendment or Termination. Any such amendment or termination of the Plan
shall not affect Options already granted and such Options shall remain in full force and effect as
if this Plan had not been amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by the Optionee and the
Company.



     15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules



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and regulations promulgated thereunder, the so-called state “blue sky” or securities laws, and
the requirements of any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such compliance;




     As a condition to the exercise of an Option, the Company may require the person exercising
such Option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.



     16. Reservation of Shares. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy
the
requirements of the Plan.



     The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have
been obtained.



     17. Option Agreement. Options shall be evidenced by written option agreements in
such form as the Board shall approve. The option agreement for each Nonstatutory Stock Option
granted hereunder shall provide that such Option will not be treated as an incentive stock option.



     18. Shareholder Approval.



     (a) Continuance of the Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months before or after the date the Plan is adopted. If such
shareholder approval is obtained at a duly held shareholders’ meeting, it must be obtained by the
affirmative vote of the holders of a majority of the outstanding shares of the Company, or if such
shareholder approval is obtained by written consent, it must be obtained by the unanimous written
consent of all shareholders of the Company; provided, however, that approval at a meeting or by
written consent may be obtained by a lesser degree of shareholder approval if the Board determines,
in its discretion after consultation with the Company’s legal counsel, that such a lesser degree of
shareholder approval will comply with all applicable laws and will not adversely affect the
qualification of the Plan under Section 422 of the Code.



     (b) If and in the event that the Company registers any class of equity securities pursuant to
Section 12 of the Exchange Act, any required approval of the shareholders of the Company obtained
after such registration shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.



     (c) If any required approval by the shareholders of the Plan itself or of any amendment
thereto is solicited at any time otherwise than in the manner described in Section 18(b)
hereof, then the Company shall, at or prior to the first annual meeting of




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shareholders held subsequent to the later of (1) the first registration of any class of equity
securities of the Company under Section 12 of the Exchange Act or (2) the granting of an Option
hereunder to an officer or director after such registration, do the following:




          (i) furnish in writing to the holders entitled to vote for the Plan substantially the same
information which would be required (if proxies to be voted with respect to approval or disapproval
of the Plan or amendment were then being solicited) by the rules and regulations in effect under
Section 14(a) of the Exchange Act at the time such information is furnished; and



          (ii) file with, or mail for filing to, the Securities and Exchange Commission four copies of
the written information referred to in subsection (i) hereof not later than the date on which such
information is first sent or given to shareholders.




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