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                                                                  EXHIBIT 10.01

                              NEMATRON CORPORATION
                        1993 DIRECTORS STOCK OPTION PLAN
                       (as amended and restated July 1997)

                1.      PURPOSE. The purpose of the Plan is to promote the best
interests of the Company and its shareholders by attracting and retaining the
best available personnel to serve as directors of the Company, to provide
additional incentive to non-employee directors and to encourage their continued
service on the Board of Directors.

                2.      ADMINISTRATION. The Board of Directors shall interpret 
the Plan as it deems necessary or advisable for administration of the Plan. The
decision of the Board on any matter on which it may make a determination under
the immediately preceding sentence shall be final and binding upon all
Participants.

                3.      PARTICIPANTS. Participants in the Plan shall be 
directors of the Company who are not Employees and who are members of the 
Board of Directors on the date an option is granted under the Plan.

                4.      STOCK. The stock subject to options under the Plan 
shall be the Common Stock. The total amount of Common Stock on which
options may be granted under the Plan shall not exceed 120,000 shares, subject
to adjustment in accordance with Section 9. Shares subject to any unexercised
portion of a terminated, canceled, forfeited or expired option granted under
the Plan may again be subjected to options under the Plan.

                5.      AWARD OF OPTIONS.

                        (a)  Automatic Grants. (i) Current Directors. On the
date of the Company's 1997 annual meeting of shareholders, each Participant
serving on such date (the "Initial Participants") shall, automatically and
without discretion, be granted an option to purchase 4,664 shares of Common
Stock with an exercise price equal to 110% of the Fair Market Value per share on
the grant date. Subject to Section 12 hereof, on the date of the Company's 2000
annual meeting of shareholders, each of the Initial Participants who continue to
serve as a director of the Company following such meeting shall, automatically
and without discretion, be granted an option to purchase an additional 4,500
shares of Common Stock with an exercise price equal to 110% of the Fair Market
Value per share on the grant date.

                             (ii) Future Directors. Subject to Section 12
hereof, on the date any Participant becomes such, other than an Initial
Participant, such Participant shall, automatically and without discretion, be
granted an option to purchase 4,500 shares of Common Stock with an exercise
price equal to 110% of the Fair Market Value per share on the grant date.
Subject to Section 12 hereof, on the date of the Company's third succeeding
annual meeting of shareholders following the grant date described in the
preceding sentence and the sixth succeeding annual meeting of shareholders
following the grant date described in the preceding sentence, such Participant,
if he or she will continue to serve as a director of the Company following such
meeting, shall, 


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automatically and without discretion, be granted an option to purchase an
additional 4,500 shares of Common Stock with an exercise price equal to 110% of
the Fair Market Value per share on the grant date.

                             (iii) Terms. Each option granted hereunder
beginning in 1997 shall become exercisable in three equal installments on the
grant date, the first anniversary of the grant date and the second anniversary
of the grant date, shall expire at the close of business on the fifth
anniversary of the date the option is granted and shall be a Nonqualified Stock
Option. To the extent an option has become exercisable, a Participant may
exercise all or part of the exercisable portion of such option by delivering
written notice to the Company and tendering payment for the shares being
purchased. Each option shall be evidenced by a stock option agreement containing
such terms described above and incorporating the terms of the Plan. Any
Participant may hold more than one option under the Plan and any other stock
option plan of the Company.

                         (b) Discretionary Grants. Subject to the limitations
set forth in the Plan, the Board of Directors from time to time may grant
options to such Participants and for such number of shares of Common Stock and
upon such other terms (including, without limitation, the exercise price and the
times at which the option may be exercised) as it shall designate; provided that
all options granted under the Plan shall vest immediately upon a Change in
Control of the Company. The exercise price per share shall not be less than the
Fair Market Value per share of the Common Stock on the date of grant and the
expiration date shall be no later than the tenth anniversary of the date of
grant.

                         (c) General. Once an option becomes exercisable, a
Participant may exercise all or part of such option by delivering written notice
to the Company and tendering payment for the shares being purchased. Each option
shall be evidenced by a stock option agreement containing such terms described
above and incorporating the terms of the Plan. Any Participant may hold more
than one option under the Plan and any other stock option plan of the Company.

                6.       PAYMENT FOR SHARES. The purchase price for shares of 
Common Stock to be acquired upon exercise of an option granted hereunder shall
be paid in full, at the time of exercise, in any of the following ways: (a) in
cash, (b) by certified check, bank draft or money order, (c) by tendering to the
Company shares of Common Stock then owned by the Participant, duly endorsed for
transfer or with duly executed stock power attached, which shares shall be
valued at their Fair Market Value as of the date of such exercise and payment.

                7.       WITHHOLDING TAXES. The Company shall have the right to
withhold from a Participant's compensation or require a Participant to remit
sufficient funds to satisfy applicable withholding tax obligations upon the
exercise of an option.

                8.       NON-ASSIGNABILITY. No option shall be transferable by a
Participant except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act ("ERISA"), or the rules thereunder.
During the lifetime of a Participant, an option shall be exercised only by the
Participant. No transfer of an option shall be 


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effective to bind the Company unless the Company shall have been furnished
written notice thereof and such evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferee of
the terms and conditions of the option.

                9.       TERMINATION OF SERVICE. (a) If, prior to the date that 
an option shall first become exercisable, the Participant shall cease to be a
director of the Company, with or without cause, or due to the act, death,
Disability, or retirement of the Participant, the Participant's right to
exercise the option shall terminate and all rights thereunder shall cease. (b)
If, on or after the date that an option shall first become exercisable, a
Participant shall cease to be a director of the Company for any reason, the
Participant, the executor or administrator of the estate of the Participant (as
the case may be) or the person or persons to whom the option shall have been
transferred by will or by the laws of descent and distribution shall have the
right, prior to the earlier of (i) the expiration of the option or (ii) the day
which is one year after the date on which the Participant ceased to be a
director of the Company, to exercise the option to the extent that it was
exercisable and is unexercised on the date the Participant ceased to be a
director of the Company, subject to any other limitation on the exercise of the
option in effect at the date of exercise.

                10.      ADJUSTMENTS. In the event that any dividend or other
distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event
affects the Common Stock such that an adjustment is determined by the Board of
Directors to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Board of Directors shall, in such manner as it may deem equitable,
adjust any or all of (a) the number and type of shares of Common Stock or other
securities which thereafter may be made the subject of options, (b) the number
and type of shares of Common Stock or other securities subject to outstanding
options, and (c) the exercise price with respect to any option, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
option; provided, however, that the number of shares of Common Stock subject to
any option shall always be a whole number.

                11.      RIGHTS PRIOR TO ISSUANCE OF SHARES. No Participant 
shall have any rights as a shareholder with respect to any shares covered by an
option until the issuance of a stock certificate to the Participant for such
shares. No adjustment shall be made for dividends or other rights with respect
to such shares for which the record date is prior to the date such certificate
is issued.

                12.      TERMINATION AND AMENDMENT. The Board of Directors may
terminate the Plan, or the granting of options under the Plan, at any time. No
Option shall be granted under the Plan after September 15, 2002. Termination of
the Plan shall not affect the rights of the holders of any options previously
granted.

                The Board of Directors may amend or modify the Plan at any time
and from 



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time to time. No amendment, modification, or termination of the Plan
shall in any manner affect any option granted under the Plan without the consent
of the Participant holding the option.

                13.      APPROVAL OF PLAN. The Plan shall be subject to the 
approval of the holders of at least a majority of the shares of Common Stock of
the Company present and entitled to vote at a meeting of shareholders of the
Company held within 12 months after adoption of the Plan by the Board (or acting
by consent in lieu of a meeting). The Plan shall be effective on the date the
Plan is so approved by shareholders. No option granted under the Plan may be
exercised in whole or in part until the Plan has been approved by the
shareholders as provided herein. If not approved by shareholders within such
12-month period, the Plan and any options granted hereunder shall become void
and of no effect.

                14.      CERTAIN DEFINITIONS.

                The "Code" is the Internal Revenue Code of 1986, as amended.

                The "Common Stock" is the common stock of the Company.

                The "Company" is Nematron Corporation, a Michigan corporation.

                "Employee" means an individual with an "employment relationship"
with the Company, or any Parent or Subsidiary, as defined in Regulation
1.421-7(h) promulgated under the Code, and shall include, without limitation,
employees who are directors of the Company, or any Parent or Subsidiary.

                "Fair Market Value" shall mean the average of the high and low
sale prices per share of the Common Stock reported in the Wall Street Journal
(or if high and low sale prices are not reported, the last sale price per share
reported in the Wall Street Journal or, if the last sale prices is not reported,
the last bid price per share reported in the Wall Street Journal) for the last
preceding day on which the Common Stock was traded prior to the date with
respect to which the fair market value is to be determined, as determined by the
Board in its sole discretion.

                A "Nonqualified Stock Option" is an option granted under the
Plan other than an option intended to meet the requirements of Section 422 of
the Code.

                "Parent" means any "parent corporation" of the Company as
defined in Section 424(e) of the Code.

                "Participant" is defined in Section 3.

                The "Plan" is the 1993 Directors Stock Option Plan.

                "Subsidiary" means any "subsidiary corporation" of the Company
as defined in Section 424(f) of the Code.






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