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                                                                    EXHIBIT 10.1

                              CPI ACQUISITION CORP.
                            2004 STOCK INCENTIVE PLAN

1.    Purpose of the Plan

            The purpose of the Plan (as defined below) is to aid the Company (as
defined below) and its Affiliates (as defined below) in recruiting and retaining
key employees, directors or consultants of outstanding ability and to motivate
such employees, directors or consultants to exert their best efforts on behalf
of the Company and its Affiliates by providing incentives through the granting
of Awards (as defined below). The Company expects that it will benefit from the
added interest which such key employees, directors or consultants will have in
the welfare of the Company as a result of their proprietary interest in the
Company's success.

2.    Definitions

            The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

            (a) Act: The Securities Exchange Act of 1934, as amended, or any
successor thereto.

            (b) Affiliate: With respect to any Person, any other Person,
directly or indirectly, controlling, controlled by or under common control with
such Person or any other Person designated by the Committee in which any Person
has an interest.

            (c) Award: Any Option, Stock Appreciation Right, or Other
Stock-Based Award granted pursuant to the Plan.

            (d) Award Agreement: Any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

            (e) Board: The Board of Directors of the Company.

            (f) Change in Control: The occurrence of any of the following
events: (i) the sale or disposition, in one or a series of related transactions,
of all or substantially all of the assets of the Company to any "person" or
"group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Act)
other than Cypress or its Affiliates or (ii) any person or group, other than
Cypress or its Affiliates, is or becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Act), directly or indirectly, of more than 50%
of the total voting power of the voting stock of the Company, including by way
of merger, consolidation or otherwise and Cypress or its Affiliates ceases to
control the Board.

            (g) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.

            (h) Committee: A committee of the Board designated by the Board.

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            (i) Company: CPI Acquisition Corp.

            (j) Cypress: The affiliated funds of The Cypress Group L.L.C. that
have made, or are making, equity investments in the Company.

            (k) Effective Date: The date the Board adopts the Plan.

            (l) Employment: (i) a Participant's employment, if the Participant
is an employee of the Company or any of its Affiliates, (ii) a Participant's
services as a consultant, if the Participant is a consultant to the Company or
any of its Affiliates and (iii) a Participant's services as a non-employee
director, if the Participant is a non-employee member of the Board or the board
of directors of an Affiliate of the Company; provided, however, that unless
otherwise determined by the Committee, a change in a Participant's status from
employee to non-employee (other than a director of the Company or any of its
Affiliates) shall constitute a termination of employment hereunder.

            (m) Fair Market Value: On a given date, (i) if there is a public
market for the Shares on such date, the average of the high and low closing bid
prices of the Shares on such stock exchange on which the Shares are principally
trading on the date in question, or, if there were no sales on such date, on the
closest preceding date on which there were sales of Shares, or (ii) if there is
no public market for the Shares on such date, the fair market value of the
Shares as determined in good faith by the Board.

            (n) ISO: An Option that is also an incentive stock option granted
pursuant to Section 6(d) of the Plan.

            (o) Option: A stock option granted pursuant to Section 6 of the
Plan.

            (p) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 6(a) of the Plan.

            (q) Other Stock-Based Award: Any award granted under Section 8 of
the Plan.

            (r) Participant: An employee, director or consultant of the Company
or its Affiliates who is selected by the Committee to participate in the Plan.

            (s) Person: Any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental body or other entity of any kind.

            (t) Plan: CPI Acquisition Corp. 2004 Stock Incentive Plan.

            (u) Shares: Shares of common stock of the Company.

            (v) Stock Appreciation Right: Any right granted under Section 7 of
the Plan.

            (w) Subsidiary: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto), of the Company.

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3.    Shares Subject to the Plan

            The total number of Shares which may be issued under the Plan is
350,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares or the payment of cash upon the exercise
of an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are subject to Awards (or a portion thereof) that
terminate or lapse may be granted again under the Plan.

4.    Administration

            (a) The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part as it determines; provided,
however, that the Board may, in its sole discretion, take any action designated
to the Committee under this Plan as it may deem necessary.

            (b) The Committee shall have the full power and authority to make,
and establish the terms and conditions of, any Award to any Person eligible to
be a Participant, consistent with the provisions of the Plan and to waive any
such terms and conditions at any time (including, without limitation,
accelerating or waiving any vesting conditions). Awards may, in the discretion
of the Committee, be made under the Plan in assumption of, or in substitution
for, outstanding awards previously granted by the Company or its Affiliates or a
company acquired by the Company or with which the Company combines. The number
of Shares underlying such substitute awards shall be counted against the
aggregate number of Shares available for Awards under the Plan.

            (c) The Committee is authorized to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to make
any other determinations that it deems necessary or desirable for the
administration of the Plan, and may delegate such authority, as it deems
appropriate. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors).

            (d) The Committee shall require payment of any amount it may
determine to be necessary to withhold for federal, state, local, or other taxes
as a result of the exercise, grant or vesting of an Award. Unless the Committee
specifies otherwise, the Participant may elect to pay a portion or all of such
withholding taxes by (i) delivery in Shares or (ii) having Shares withheld by
the Company with a Fair Market Value equal to the minimum statutory withholding
rate from any Shares that would have otherwise been received by the Participant.

5.    Limitations

            No Awards may be granted under the Plan after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date.

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6.    Options

            Options granted under the Plan shall be, as determined by the
Committee, non-qualified stock options or ISOs for federal income tax purposes,
as evidenced by the related Award Agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

            (a) Option Price. The Option Price shall be determined by the
Committee, but, with respect to ISOs, shall not be less than 100% of the Fair
Market Value of the Shares on the date an Option is granted.

            (b) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.

            (c) Exercise of Options. Except as otherwise provided in the Plan or
in an Award Agreement, an Option may be exercised for all, or from time to time
any part, of the Shares for which it is then exercisable. For purposes of this
Section 6, the exercise date of an Option shall be the date a notice of exercise
is received by the Company, together with payment (or to the extent permitted by
applicable law, provision for payment) of the full purchase price in accordance
with this Section 6(c). The purchase price for the Shares as to which an Option
is exercised shall be paid to the Company as designated by the Committee,
pursuant to one or more of the following methods: (i) in cash, or its equivalent
(e.g., by check), (ii) in Shares having a Fair Market Value equal to the
aggregate Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee; provided that such Shares have
been held by the Participant for no less than six months (or such other period
as established from time to time by the Committee or generally accepted
accounting principles); (iii) partly in cash and partly in such Shares; (iv) if
there is a public market for the Shares at such time, subject to such rules as
may be established by the Committee, through delivery of irrevocable
instructions to a broker to sell the Shares otherwise deliverable upon the
exercise of the Option and to deliver promptly to the Company an amount equal to
the aggregate Option Price for the Shares being purchased or (v) such other
method as approved by the Committee. No Participant shall have any rights to
dividends or other rights of a stockholder with respect to Shares subject to an
Option until the Participant has given written notice of exercise of the Option,
paid in full for such Shares and, if applicable, has satisfied any other
conditions imposed by the Committee pursuant to the Plan.

            (d) ISOs. The Committee may grant Options under the Plan that are
intended to be ISOs. Such ISOs shall comply with the requirements of Section 422
of the Code. No ISO may be granted to any Participant who at the time of such
grant is not an employee of the Company or of any of its Subsidiaries. In
addition, no ISO may be granted to any Participant who at the time of such grant
owns more than 10% of the total combined voting power of all classes of stock of
the Company or of any of its Subsidiaries, unless (i) the Option Price for such
ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is
granted and (ii) the date on which such ISO terminates is a date not later than
the day preceding the fifth anniversary of the date on which the ISO is granted.
Any Participant who disposes of Shares

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acquired upon the exercise of an ISO either (I) within two years after the date
of grant of such ISO or (II) within one year after the transfer of such Shares
to the Participant, shall notify the Company of such disposition and of the
amount realized upon such disposition. All Options granted under the Plan are
intended to be non-qualified stock options, unless the applicable Award
Agreement expressly states that the Option is intended to be an ISO. If an
Option is intended to be an ISO, and if for any reason such Option (or portion
thereof) shall not qualify as an ISO, then, to the extent of such
nonqualification, such Option (or portion thereof) shall be regarded as a
non-qualified stock option granted under the Plan; provided that such Option (or
portion thereof) otherwise complies with the Plan's requirements relating to
non-qualified stock options. In no event shall any member of the Committee, the
Company or any of its Affiliates (or their respective employees, officers or
directors) have any liability to any Participant (or any other Person) due to
the failure of an Option to qualify for any reason as an ISO.

            (e) Attestation. Wherever in this Plan or any Award Agreement a
Participant is permitted to pay the Option Price or taxes relating to the
exercise of an Option by delivering Shares, the Participant may, subject to
procedures satisfactory to the Committee, satisfy such delivery requirement by
presenting proof of beneficial ownership of such Shares, in which case the
Company shall treat the Option as exercised without further payment and shall
withhold such number of Shares from the Shares acquired by the exercise of the
Option.

7.    Stock Appreciation Rights

            (a) Grants. The Committee may grant (i) a Stock Appreciation Right
independent of an Option or (ii) a Stock Appreciation Right in connection with
an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to
clause (ii) of the preceding sentence (A) may be granted at the time the related
Option is granted or at any time prior to the exercise or cancellation of the
related Option, (B) shall cover the same number of Shares covered by an Option
(or such lesser number of Shares as the Committee may determine) and (C) shall
be subject to the same terms and conditions as such Option except for such
additional limitations as are contemplated by this Section 7 (or such additional
limitations as may be included in an Award agreement).

            (b) Terms. The exercise price per Share of a Stock Appreciation
Right shall be an amount determined by the Committee but in no event shall such
amount be less than the Fair Market Value of a Share on the date the Stock
Appreciation Right is granted; provided, however, that notwithstanding the
foregoing, in the case of a Stock Appreciation Right granted in conjunction with
an Option, or a portion thereof, the exercise price may not be less than the
Option Price of the related Option. Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise date of one
Share over (B) the exercise price per Share, times (ii) the number of Shares
covered by the Stock Appreciation Right. Each Stock Appreciation Right granted
in conjunction with an Option, or a portion thereof, shall entitle a Participant
to surrender to the Company the unexercised Option, or any portion thereof, and
to receive from the Company in exchange therefor an amount equal to (I) the
excess of (y) the Fair Market Value on the exercise date of one Share over (z)
the Option Price per Share, times (II) the number of Shares covered by the
Option, or portion thereof, which is surrendered. Payment shall be made in
Shares or in cash, or partly in Shares and partly in cash (any such Shares
valued at such Fair

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Market Value), all as shall be determined by the Committee. Stock Appreciation
Rights may be exercised from time to time upon actual receipt by the Company of
written notice of exercise stating the number of Shares with respect to which
the Stock Appreciation Right is being exercised. The date a notice of exercise
is received by the Company shall be the exercise date. No fractional Shares will
be issued in payment for Stock Appreciation Rights, but instead cash will be
paid for a fraction or, if the Committee should so determine, the number of
Shares will be rounded downward to the next whole Share.

            (c) Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

8.    Other Stock-Based Awards

            The Committee, in its sole discretion, may grant Awards of Shares,
Awards of restricted Shares, Awards of phantom stock units and other Awards that
are valued in whole or in part by reference to, or are otherwise based on the
Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other
Stock-Based Awards shall be in such form, and dependent on such conditions, as
the Committee shall determine, including, without limitation, the right to
receive one or more Shares (or the equivalent cash value of such Shares) upon
the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives. Other Stock-Based Awards may be
granted alone or in addition to any other Awards granted under the Plan. Subject
to the provisions of the Plan, the Committee shall determine: (a) the number of
Shares to be awarded under (or otherwise related to) such Other Stock-Based
Awards; (b) whether such Other Stock-Based Awards shall be settled in cash,
Shares or a combination of cash and Shares; and (c) all other terms and
conditions of such Other Stock-Based Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).

9.    Adjustments Upon Certain Events

            Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Awards granted under the Plan:

            (a) Generally. In the event of any change in the outstanding Shares
after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or transaction or exchange of Shares or other corporate exchange, or any
distribution to shareholders of Shares other than regular cash dividends or any
transaction similar to the foregoing, the Committee in its sole discretion and
without liability to any Person may make such substitution or adjustment, if
any, as it deems to be equitable, as to (i) the number or kind of Shares or
other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Awards, (ii) the Option Price or exercise price of any
Stock Appreciation Right and/or (iii) any other affected terms of such Awards.

            (b) Change in Control. In the event of a Change in Control after the
Effective Date, the Committee may, but shall not be obligated to, (i)
accelerate, vest or cause the restrictions to lapse with respect to, all or any
portion of an Award or (ii) cancel Awards for fair value (as determined in the
sole discretion of the Committee) which, in the case of Options and

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Stock Appreciation Rights, may equal the excess, if any, of the value of the
consideration to be paid in the Change in Control transaction to holders of the
same number of Shares subject to such Options or Stock Appreciation Rights (or,
if no consideration is paid in any such transaction, the Fair Market Value of
the Shares subject to such Options or Stock Appreciation Rights) over the
aggregate exercise price of the Shares subject to such Options or Stock
Appreciation Rights or (iii) provide for the issuance of substitute Awards that
will substantially preserve the otherwise applicable terms of any affected
Awards previously granted hereunder as determined by the Committee in its sole
discretion or (iv) provide that for a period of at least 15 days prior to the
Change in Control, such Options shall be exercisable as to all Shares subject
thereto and that upon the occurrence of the Change in Control, such Options
shall terminate and be of no further force and effect.

10.   No Right to Employment or Awards

            The granting of an Award under the Plan shall impose no obligation
on the Company or any of its Affiliates to continue the Employment of a
Participant and shall not lessen or affect the Company's or its Affiliates'
rights to terminate the Employment of such Participant. No Participant or other
Person shall have any claim to be granted any Award, and there is no obligation
for uniformity of treatment of Participants or holders or beneficiaries of
Awards. The terms and conditions of Awards and the Committee's determinations
and interpretations with respect thereto need not be the same with respect to
each Participant (whether or not such Participants are similarly situated).

11.   Successors and Assigns

            The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.

12.   Nontransferability of Awards

            Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant other than by will or by the laws
of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.   Awards Subject to the Plan

            In the event of a conflict between any term or provision contained
in the Plan and a term or provision in any Award Agreement, the applicable terms
and provisions of the Plan will govern and prevail.

14.   Severability

            If any provision of the Plan or any Award is, becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person
or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be

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construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

15.   Amendments or Termination

            (a) Amendments or Termination of the Plan. The Committee may amend,
alter or discontinue the Plan, but no amendment, alteration or discontinuation
shall be made, without the written consent of a Participant, if such action
would diminish any of the rights of the Participant under any Award theretofore
granted to such Participant under the Plan; provided, however, that the
Committee may amend the Plan in such manner as it deems necessary to permit the
granting of Awards meeting the requirements of the Code or other applicable
laws.

            (b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively;
provided that no waiver, amendment, alteration, suspension, discontinuation,
cancellation or termination shall impair the rights of any Participant or any
holder or beneficiary of any Award theretofore granted without the consent of
the affected Participant, holder or beneficiary.

16.   Other Benefit Plans

            All Awards shall constitute a special incentive payment to the
Participant and shall not be taken into account in computing the amount of
salary or compensation of the Participant for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or any of its Affiliates or under any
agreement between the Company or any of its Affiliates, as the case may be, and
the Participant, unless such plan or agreement specifically provides otherwise.

17.   Choice of Law

            The Plan shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflicts of laws, and except as
otherwise provided in the pertinent Award Agreement, any and all disputes
between a Participant and the Company or any Affiliate relating to an Award
shall be brought only in a state or federal court of competent jurisdiction
sitting in New York, New York.

18.   Effectiveness of the Plan

            The Plan shall be effective as of the Effective Date.