Exhibit 10.1


    
      

    

    Exhibit
      10.1

    

      


      TURBOCHEF
        TECHNOLOGIES, INC.

      STOCK
        OPTION MODIFICATION AGREEMENT

      


      Name
        of Option Holder:  

      Options:

      


      
        	
                 

                 

                Grant
                  Date

              	
                 

                 

                Original
                  Grant*

              	
                 

                 

                Price*

              	
                Option
                  Shares

                Subject
                  to this

                Agreement*

              	
                 

                 

                Vesting/Release
                  Date

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                *As
                  adjusted for 12/27/04 1-for-3 reverse split 

              	 


      

       

      


      This
        document sets forth a proposal to amend the terms of your stock options.
        Please
        sign this agreement only after you fully understand the new terms and conditions
        that will apply to your stock options. [Note:
        The stock options listed above reflect our record of outstanding stock options
        granted to you under the Company’s 2003 Stock Incentive Plan that were not yet
        vested on December 31, 2005. However, that list is only for convenient reference
        and this Agreement neither adds nor cancels any stock options, but it will
        apply
        to all of your stock options that become vested early as of December 31,
        2005
        (“Accelerated Options”).]

      


      What
        the Company is Offering:    
        Effective
        December 31, 2005 all stock options that were granted to you will be fully
        vested. You would be able to exercise all stock options that you hold at
        any
        time until they expire as provided in your Option Certificate for vested
        options. As an example, if you quit or your employment was terminated by
        the
        Company without cause on February 15, then you could exercise the Accelerated
        Options through the close of business on May 15, three months after
        termination.

      


      What
        You are Asked to Agree to:    
        If
        you
        exercise an Accelerated Option before the original vesting date (which will
        now
        be called the “Release Date”), then you agree that until the Release Date
        (whether or not you are still employed by the Company) you will not sell,
        pledge, encumber (hypothecate or borrow against) or otherwise transfer,
        including by making a gift, the shares that you bought by exercising the
        option,
        except as the Company may permit. For example, you would not be able to sell
        shares to raise the money to exercise the option (a “cashless exercise”) before
        the Release Date for those options.

      


      You
        agree
        that the certificate issued to represent shares you purchase by exercising
        an
        Accelerated Option before the Release Date, at the Company’s discretion may
        contain a legend reflecting these restrictions and be delivered to the Company
        and held in safe keeping by the Company until the Release Date.

      


      Additional
        Information:    
        You
        will
        otherwise have all rights in any shares you purchase through exercise of
        an
        Accelerated Option before the Release Date, including, for example, the right
        to
        vote the shares and receive any dividends issued.

      


      The
        Release Date, the date upon which you may begin selling shares you purchase
        through the exercise of Accelerated Options, will automatically be re-set
        to an
        earlier date upon a change of control of the Company to the date your options
        would have become vested early under the terms of your option certificate,
        but
        regardless of whether you are still employed at the time of the change of
        control. Except as provided herein, the terms and conditions of your Accelerated
        Options shall remain unchanged, and this Agreement shall have no effect on
        the
        terms and conditions applicable to any stock option that is already vested
        prior
        to December 31, 2005.

      


      
        	
                TURBOCHEF
                  TECHNOLOGIES, INC.

              	
                I
                  agree to the foregoing modification to all of my

                      
                  outstanding non-vested stock options.

              
	
                 

                 

                By:
                  ___________________________________

                Dennis
                  J. Stockwell

                Vice
                  President and General Counsel

              	
                 

                 

                _____________________________________

                Optionee