Exhibit 10.1


DYAX CORP.


AMENDED AND RESTATED 1995 EQUITY
INCENTIVE PLAN


Section 1.  Purpose


The
purpose of the Dyax Corp. 1995 Equity Incentive Plan (the “Plan”) is to attract
and retain key employees and directors and consultants of the Company and its Affiliates,
to provide an incentive for them to assist the Company to achieve long-range
performance goals, and to enable them to participate in the long-term growth of
the Company.


Section 2.  Definitions


“Affiliate”
means any business entity in which the Company owns directly or indirectly 50%
or more of the total combined voting power or has a significant financial
interest as determined by the Committee.


“Award”
means any Option, Stock Appreciation Right, Performance Share, Restricted
Stock, Stock Unit or Other Stock-Based Award awarded under the Plan.


“Board”
means the Board of Directors of the Company.


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor to such Code.


“Committee”
means the Compensation Committee of the Board or such other committee of the
Board appointed by the Board to administer the Plan or a specified portion
thereof; provided, however, that in any instance the Board of Directors may
take away any action delegated to the Committee hereunder.  If a Committee is authorized to grant Awards
to a Reporting Person or a “covered employee” within the meaning of Section
162(m) of the Code, each member shall be a “Non-Employee Director” or the
equivalent within the meaning of Rule 16b-3 under the Exchange Act or an “outside
director” or the equivalent within the meaning of Section 162(m) of the Code,
respectively.


“Common
Stock” or “Stock” means the Common Stock, $0.01 par value, of the Company.


“Company”
means Dyax Corp., a Delaware corporation.


“Designated
Beneficiary” means the beneficiary designated by a Participant, in a manner
determined by the Committee, to receive amounts due or exercise rights of the
Participant in the event of the Participant’s death.  In the absence of an effective designation by
a Participant, “Designated Beneficiary” shall mean the Participant’s estate.













 


“Effective
Date” means July 13, 1995.


“Fair
Market Value” means, with respect to Common Stock or any other property, the
fair market value of such property as determined by the Committee in good faith
or in the manner established by the Committee from time to time.  Unless otherwise
determined by the Committee in good faith, the per share Fair Market Value of
the Common Stock as of any date shall mean (i) if the Common Stock is then
listed or admitted to trading on a national securities exchange, the last
reported sale price on such date on the principal national securities exchange
on which the Common Stock is then listed or admitted to trading or, if no such
reported sale takes place on such date, the average of the closing bid and
asked prices on such exchange on such date or (ii) if the Common Stock is then
traded in the over-the-counter market, the average of the closing bid and asked
prices on such date, as reported by The Wall Street Journal or other
appropriate publication selected by the Committee, for the over-the-counter
market.


“Incentive
Stock Option” means an option to purchase shares of Common Stock awarded to a
Participant under Section 6 that is intended to meet the requirements of
Section 422 of the Code or any successor provision,
and any regulation thereunder.


“Nonstatutory
Stock Option” means an option to purchase shares of Common Stock awarded to a
Participant under Section 6 that is not intended to be an Incentive Stock
Option.


“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option.


“Other
Stock-Based Award” means an Award, other than an Option, Stock Appreciation
Right, Performance Share, Restricted Stock or Stock Unit, having a Common Stock
element and awarded to a Participant under Section 11.


“Participant”
means a person selected by the Committee to receive an Award under the Plan.


“Performance
Cycle” or “Cycle” means the period of time selected by the Committee during
which performance is measured for the purpose of determining the extent to
which an award of Performance Shares has been earned.


“Performance Goals” means with respect to any
Performance Cycle, one or more objective performance goals based on one or more
of the following objective criteria established by the Committee prior to the
beginning of such Performance Cycle or within such period after the beginning
of the Performance Cycle as shall meet the requirements to be considered “pre-established
performance goals” for purposes of Code Section 162(m):  (i) increases in the price of the Common
Stock, (ii) product or service sales or market share, (iii) revenues, (iv)
return on equity, assets, or capital, (v) economic profit (economic value added),
(vi) total shareholder return, (vii) costs, (viii) expenses, (ix) margins, (x)
earnings or earnings per share, (xi) cash flow, (xii) cash balances (xiii)
customer satisfaction, (xiv) operating profit, (xv) research and development
progress, (xvi) clinical trial progress, (xvii) licensing, (xviii) product
development, (xix) manufacturing, or (xx) any combination of the foregoing,
including without limitation, goals based on any of such measures relative to
appropriate peer groups or market indices. 
Such Performance Goals may be particular to a Participant or may be
based, in whole or in part, on the performance of the division, department,
line of business, subsidiary, or other business unit, 



 2
 









whether
or not legally constituted, in which the Participant works or on the
performance of the Company generally.


“Performance
Shares” mean shares of Common Stock, which may be earned by the achievement of
performance goals, awarded to a Participant under Section 8.


“Reporting
Person” means a person subject to Section 16 of the Securities Exchange Act of
1934 or any successor provision.


“Restricted
Period” means the period of time selected by the Committee during which an
Award may be forfeited to the Company pursuant to the terms and conditions of
such Award.


“Restricted
Stock” means shares of Common Stock subject to forfeiture awarded to a
Participant under Section 9.


“Stock
Appreciation Right” or “SAR” means a right to receive any excess in value of
shares of Common Stock over the exercise price awarded to a Participant under
Section 7.


“Stock
Unit” means an award of Common Stock or units, including without limitation
units of Restricted Stock, that are valued in whole or in part by reference to,
or otherwise based on, the value of Common Stock, awarded to a Participant
under Section 10.


“Transferable
for value” means a transfer on terms that would prevent the Company from
relying on Securities and Exchange Commission Form S-8 (or any successor form)
with respect to the issuance of the Common Stock underlying the respective
Award.


Section 3.  Administration


The
Plan shall be administered by the Committee; provided, however, that in any
instance the Board of Directors may take any action delegated hereunder to the
Committee.  The Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan.  The Committee’s decisions shall be final and
binding.  To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not Reporting
Persons or covered employees and all determinations under the Plan with respect
thereto, provided that the Committee shall fix the maximum amount of such
Awards for all such Participants and a maximum for any one Participant.


Section 4.  Eligibility


All
employees and, in the case of Awards other than Incentive Stock Options,
directors and consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, other
than a person who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan.  Incentive
Stock Options may be awarded only to persons eligible to receive such Options
under the Code.



 3
 









 


Section 5.  Stock Available for Awards


(a)           Subject to adjustment under subsection (b), and after
giving effect to the 0.652-for-one reverse stock split of the Company’s Common
Stock affected in March 1998, Awards may be made under the Plan for up to Thirteen
Million Eight Hundred Fifty Thousand (13,850,000) shares of Common Stock, which
number includes shares previously issued upon exercise of options granted under
the Plan.  The maximum number of shares
of Common Stock subject to Awards that may be granted to any Participant shall
not exceed 225,000 shares in the aggregate in any calendar year, except that
for grants to a new employee during the calendar year in which his or her service
as an employee first commences such number shall not exceed 450,000 shares, and
that both limits are subject to adjustment under subsection (b).  If any Award in respect of shares of Common
Stock expires or is terminated unexercised or is forfeited, the shares subject
to such Award, to the extent of such expiration, termination or forfeiture,
shall again be available for award under the Plan.  Common Stock issued through the assumption or
substitution of outstanding grants from an acquired company shall not reduce
the shares available for Awards under the Plan. 
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.


(b)           In
the event that any stock dividend, extraordinary cash dividend, creation of a
class of equity securities, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below fair
market value, or other similar transaction affects the Common Stock then an equitable  adjustment shall be made (subject, in the case of Incentive
Stock Options, to any limitation required under the Code) to any or all of (i)
the number and kind of shares in respect of which Awards may be made under the
Plan, (ii) the number and kind of shares subject to outstanding Awards, and
(iii) the award, exercise or conversion price with respect to any of the
foregoing as determined by the Committee to be appropriate, and if considered
appropriate, the Committee may make provision for a cash payment with respect
to an outstanding Award, provided that the number of shares subject to any
Award shall always be a whole number.


Section 6.  Stock Options


(a)           Subject to the provisions of the Plan, the Committee may
award Incentive Stock Options and Nonstatutory Stock Options and determine the
number of shares to be covered by each Option, the option price therefor and
the conditions and limitations applicable to the exercise of the Option.  The terms and conditions of Incentive Stock
Options shall be subject to and comply with Section 422 of the Code or any
successor provision and any regulations thereunder.  No Incentive Stock Option may be granted
hereunder more than ten years after the last date on which the Plan was
approved for purposes of Section 422 of the Code.


(b)           The Committee shall establish the option price at the time
each Option is awarded, which price shall not be less than 100% of the Fair
Market Value of the Common Stock on the date of award.


(c)           Each Option shall be exercisable at such times and subject
to such terms and conditions as the Committee may specify in the applicable
Award or thereafter.  The Committee 



 4
 









may impose such
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.


(d)           No shares shall be delivered pursuant to any exercise of
an Option until payment in full of the option price therefor is received by the
Company.  Such payment may be made in
whole or in part in cash or, to the extent permitted by the Committee at or
after the award of the Option, by delivery of a note or shares of Common Stock
owned by the optionee, including Restricted Stock, or by retaining shares
otherwise issuable pursuant to the Option, in each case valued at their Fair
Market Value on the date of delivery or retention, or such other lawful
consideration as the Committee may determine.


(e)           The Committee may provide that, subject to such conditions
as it considers appropriate, upon the delivery or retention of shares to the
Company in payment of an Option, the Participant automatically be awarded an
Option for up to the number of shares so delivered.


Section 7.  Stock Appreciation Rights


(a)           Subject to the provisions of the
Plan, the Committee may award SARs in tandem with an Option (at or after the
award of the Option), or alone and unrelated to an Option.  SARs in tandem with an Option shall terminate
to the extent that the related Option is exercised, and the related Option
shall terminate to the extent that the tandem SARs are exercised.  SARs granted in tandem with Options shall
have an exercise price not less than the exercise price of the related
Option.  SARs granted alone and unrelated
to an Option shall have an
exercise price not less than 100% of the Fair Market Value of the Common Stock
on the date of award may be granted at such exercise prices as the Committee
may determine.  The Committee shall
determine the manner of calculating the excess in value of the shares of Common
Stock over the exercise price of a Stock Appreciation Right.


(b)           An SAR related to an Option, which
SAR can only be exercised upon or during limited periods following a change in
control of the Company, may entitle the Participant to receive an amount based
upon the highest price paid or offered for Common Stock in any transaction
relating to the change in control or paid during the thirty-day period
immediately preceding the occurrence of the change in control in any
transaction reported in any stock market in which the Common Stock is usually
traded.


Section 8.  Performance Shares


(a)           Subject to the provisions of the
Plan, the Committee may award Performance Shares and determine the number of
such shares for each Performance Cycle and the duration of each Performance
Cycle.  There may be more than one
Performance Cycle in existence at any one time, and the duration of Performance
Cycles may differ from each other.  The
payment value of Performance Shares shall be equal to the Fair Market Value of
the Common Stock on the date the Performance Shares are earned or, in the
discretion of the Committee, on the date the Committee determines that the
Performance Shares have been earned.


(b)           The Committee shall establish Performance
Goals for each Cycle, for the purpose of determining the extent to which
Performance Shares awarded for such Cycle are earned, on the basis of such
criteria and to accomplish such objectives as the Committee may from time to 



 5
 









time select. 
During any Cycle, the Committee may adjust the performance goals for
such Cycle as it deems equitable in recognition of unusual or non-recurring
events affecting the Company, changes in applicable tax laws or accounting
principles, or such other factors as the Committee may determine.


(c)           As soon as practicable after the end
of a Performance Cycle, the Committee shall determine the number of Performance
Shares that have been earned on the basis of performance in relation to the
established performance goals.  The
payment values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant’s Designated
Beneficiary, as soon as practicable thereafter. 
The Committee shall determine, at or after the time of award, whether
payment values will be settled in whole or in part in cash or other property,
including Common Stock or Awards.


Section 9.  Restricted Stock


(a)           Subject to the provisions of the
Plan, the Committee may award shares of Restricted Stock and determine the
duration of the Restricted Period during which, and the conditions under which,
the shares may be forfeited to the Company and the other terms and conditions
of such Awards.  Shares of Restricted
Stock may be issued for no cash consideration or such minimum consideration as
may be required by applicable law.


(b)           Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
permitted by the Committee, during the Restricted Period.  Shares of Restricted Stock shall be evidenced
in such manner as the Committee may determine. 
Any certificates issued in respect of shares of Restricted Stock shall
be registered in the name of the Participant and unless otherwise determined by
the Committee, deposited by the Participant, together with a stock power
endorsed in blank, with the Company.  At
the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died, to the
Participant’s Designated Beneficiary.


Section 10.  Stock Units


(a)           Subject to the provisions of the
Plan, the Committee may award Stock Units subject to such terms, restrictions,
conditions, performance criteria, vesting requirements and payment rules as the
Committee shall determine.


(b)           Shares of Common Stock awarded in
connection with a Stock Unit Award shall be issued for no cash consideration or
such minimum consideration as may be required by applicable law.


Section 11.  Other Stock-Based Awards


(a)           Subject to the provisions of the
Plan, the Committee may make other awards of Common Stock and other awards that
are valued in whole or in part by reference to, or are otherwise based on,
Common Stock, including without limitation convertible preferred stock,
convertible debentures, exchangeable securities and Common Stock awards or
options.  Other Stock-Based Awards may be
granted either alone or in tandem with other Awards granted under the Plan
and/or cash awards made outside of the Plan.



 6
 









 


(b)           The Committee may establish performance
goals, which may be based on performance goals related to book value,
subsidiary performance or such other criteria as the Committee may determine,
Restricted Periods, Performance Cycles, conversion prices, maturities and
security, if any, for any Other Stock-Based Award.  Other Stock-Based Awards may be sold to
Participants at the face value thereof or any discount therefrom or awarded for
no consideration or such minimum consideration as may be required by applicable
law.


Section 12.  General Provisions Applicable to Awards


(a)           Documentation.  Each Award under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.


(b)           Committee
Discretion.  Each type of
Award may be made alone, in addition to or in relation to any other type of
Award, in the discretion of the Committee.  The terms of each type of Award need not be
identical, and the Committee need not treat Participants uniformly.  Except as otherwise provided by the Plan or a
particular Award, any determination with respect to an Award may be made by the
Committee at the time of award or at any time thereafter, including
without limitation any determination regarding the achievement or satisfaction
of any Performance Goals, restrictions or other conditions to vesting,
exercise, or settlement of an Award.


(c)           Settlement.  The Committee shall determine whether Awards
are settled in whole or in part in cash, Common Stock, other securities of the
Company, Awards or other property, and the manner of determining the amount or
value thereof.   Without limiting the
foregoing, the Committee may, subject to applicable law, permit such payment to
be made in whole or in part in cash or by surrender of shares of Common Stock
(which may be shares retained from the respective Award) valued at their Fair
Market Value on the date of surrender, or such other lawful consideration,
including a payment commitment of a financial or brokerage institution, as the
Committee may determine. The Company may accept, in lieu of actual delivery of
stock certificates, an attestation by the Participant in form acceptable to the
Committee that he or she owns of record the shares to be tendered free and
clear of claims and other encumbrances. The Committee may permit a Participant
to defer all or any portion of a payment under the Plan, including the
crediting of interest on deferred amounts denominated in cash and dividend
equivalents on amounts denominated in Common Stock.


(d)           Dividends
and Cash Awards.  In the
discretion of the Committee, any Award under the Plan may provide the
Participant with (i) dividends or dividend equivalents payable currently or
deferred with or without interest, and (ii) cash payments in lieu of or in
addition to an Award.


(e)           Termination
of Service.  The Committee
shall determine the effect on an Award of the disability, death, retirement or
other termination of employment or other service of a Participant and the
extent to which, and the period during which, the Participant’s legal
representative, guardian or Designated Beneficiary may receive payment of an
Award or 



 7
 









exercise rights thereunder.  Unless the Committee otherwise provides in
any case, a Participant’s employment or other service shall have terminated for
purposes of this Plan at the time the entity by which the Participant is
employed or to which he or she renders such service ceases to be an Affiliate
of the Company.


(f)            Change
in Control.  In order to
preserve a Participant’s rights under an Award in the event of a change in
control of the Company (as defined by the Committee), the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take
one or more of the following actions: (i) provide for the acceleration of any
time period relating to the exercise or realization of the Award, (ii) provide
for the purchase of the Award upon the Participant’s request for an amount of
cash or other property that could have been received upon the exercise or
realization of the Award had the Award been currently exercisable or payable,
(iii) adjust the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be assumed, or new
rights substituted therefor, by another entity, or (v) make such other
provision as the Committee may consider equitable and in the best interests of
the Company.


(g)           Loans.  The Committee may authorize the making of
loans or cash payments to Participants in connection with any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying or related to such Award (provided that such Loan shall not exceed
the Fair Market Value of the security subject to such Award), and which may be
forgiven upon such terms and conditions as the Committee may establish at the
time of such loan or at any time thereafter.


(h)           Withholding
Taxes.  The Participant shall
pay to the Company, or make provision satisfactory to the Committee for payment
of, any taxes required by law to be withheld in respect of Awards under the
Plan no later than the date of the event creating the tax liability.  In the Committee’s discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of delivery.  The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.


(i)            Foreign
Nationals.  Awards may be made
to Participants who are foreign nationals or employed outside the United States
on such terms and conditions different from those specified in the Plan as the
Committee considers necessary or advisable to achieve the purposes of the Plan
or to comply with applicable laws.


(j)            Amendment
of Award.  The Committee may
amend, modify or terminate any outstanding Award, including changing the date
of vesting, exercise or settlement, causing the Award to be assumed by another
entity, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant’s consent to such action shall be
required unless the Committee determines that the action, taking into account
any related action, would not materially and adversely affect the Participant.
The foregoing notwithstanding, without further approval of the stockholders of
the Company, the Committee shall not authorize the amendment of any outstanding
Option or Stock Appreciation Right to reduce the exercise 



 8
 









price and no Option or Stock Appreciation Right shall
be canceled and replaced with an Award exercisable for Common Stock at a lower
exercise price.


(k)           Limitations on  Transferability of Awards.  No
Award shall be transferable except upon such terms and conditions and to such
extent as the Committee determines, provided that no Award shall be
transferable for value and Incentive Stock Options may be transferable only to
the extent permitted by the Code.


(l)            Section 409A.  No
Award to any Participant subject to United States income taxation shall provide
for the deferral of compensation that does not comply with Section 409A of the
Code and any regulations thereunder.


Section 13.  Miscellaneous


(a)           No
Right To Employment.  No
person shall have any claim or right to be granted an Award, and the grant of
an Award shall not be construed as giving a Participant the right to continued
employment  Neither the adoption,
maintenance, or operation of the Plan nor any Award hereunder shall confer upon
any person any right with respect to the continuance of his or her employment
by or other service with the Company or any Affiliate nor shall they interfere
with the rights of the Company or any Affiliate to terminate or otherwise
change the terms of such service at any time, including, without limitation,
the right to promote, demote or otherwise re-assign any person from one
position to another within the Company or any Affiliate.  Unless the Committee otherwise provides in
any case, the service of a Participant with an Affiliate shall be deemed to terminate
for purposes of the Plan when such Affiliate ceases to be an Affiliate of the
Company.


(b)           No
Rights As Stockholder. 
Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to
any shares of Common Stock to be distributed under the Plan until he or she
becomes the holder thereof.  A
Participant to whom Common Stock is awarded shall be considered the holder of
the Stock at the time of the Award except as otherwise provided in the
applicable Award.


(c)           Effective
Date.  Subject to the approval
of the stockholders of the Company, the Plan shall be effective on the
Effective Date.  Before such approval,
Awards may be made under the Plan expressly subject to such approval.


(d)           Amendment
of Plan.  The Committee may
amend, suspend or terminate the Plan or any portion thereof at any time,
subject to any stockholder approval that the Committee determines to be
necessary or advisable.


(e)           Governing
Law.  The provisions of the Plan
shall be governed by and interpreted in accordance with the laws of the State
of Delaware.






 


This
Plan was approved by the Board of Directors on July 13, 1995.


This Plan was approved by the
stockholders on August 8, 1995.



 9
 









 


This Plan was amended by the Board
of Directors on October 17, 1996, and such amendment was approved by the
stockholders effective as of October 23, 1996.


This Plan was further amended by the
Board of Directors on October 22, 1997 and on January 28, 1998, and such
amendments were approved by the stockholders effective as of March 23, 1998.


This
Plan was further amended by the Board of Directors on August 13, 1998, and such
amendment was approved by the stockholders effective as of August 28, 1998.


This
Plan was further amended by the Board of Directors on August 5, 1999, and such
amendment was approved by the stockholders effective as of October 29, 1999.


This
Plan was further amended by the Board of Directors on March 16, 2000, and such
amendment was approved by the stockholders effective as of March 20, 2000.


This
Plan was further amended by the Board of Directors on October 26, 2001.


This
Plan was further amended by the Board of Directors on February 7, 2002, and
such amendment was approved by the stockholders effective as of May 16, 2002.


This
Plan was further amended by the Board of Directors on March 2, 2005, and such
amendment was approved by the stockholders effective as of May 19, 2005.


This
Plan was further amended by the Compensation Committee of the Board of
Directors on April 4, 2007 and such amendment was approved by the stockholders
effective as of May 17, 2007.



 10