1995 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

Exhibit 10.1




EMCORE CORPORATION

1995 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN


1. Purpose.

The purpose of this 1995 Incentive and Non-Statutory Stock Option Plan
(the "Plan") is to give officers and executive personnel ("key employees") and
consultants or non-employee directors ("other participants") of Emcore
Corporation, a New Jersey corporation (the "Company"), and corporations with
respect to which the Company directly or indirectly controls 50% or more of
the combined voting power ("subsidiaries") an opportunity to acquire shares of
the common stock of the Company, without par value ("Common Stock"), to
provide an incentive for key employees and other participants to continue to
promote the best interests of the Company and enhance its long-term
performance, and to provide an incentive for key employees and other
participants to join or remain with the Company and its subsidiaries.
2. Administration.

(a) Board of Directors. The Plan shall be administered by the Board of
Directors of the Company (the "Board"), which, to the extent it shall
determine, may delegate its powers with respect to the administration of the
Plan (except its powers under Section 12(c)) to a committee (the "Committee")
appointed by the Board and composed of not less than three members of the
Board. If the Board chooses to appoint a Committee, references hereinafter to
the Board (except in Section 12(c)) shall be deemed to refer to the Committee.

(b) Powers. Within the limits of the express provisions of the Plan,
the Board shall determine;

(i) the persons to whom awards hereunder shall be granted,

(ii) the time or times at which such awards shall be granted,

(iii) the form and amount of the awards, and

(iv) the limitations, restrictions and conditions applicable to any
such award.

In making such determinations, the Board may take into account the nature of
the services rendered by such key employees and other participants, or classes
of employees, their present and potential contributions to the Company's
success and such other factors as the Board in its discretion shall deem
relevant.



(c) Interpretations. Subject to the express provisions of the Plan, the
Board may interpret the Plan, prescribe, amend and rescind rules and
regulations relating to it, determine the terms and provisions of the
respective awards and make all other determinations it deems necessary or
advisable for the administration of the Plan.
(d) Determinations. The determinations of the Board on all matters
regarding the Plan shall be conclusive. A member of the Board shall only be
liable for any action taken or determination made in bad faith.

(e) Nonuniform Determinations. The Board's determinations under the
Plan, including without limitation, determinations as to the persons to
receive awards, the terms and provisions of such awards and the agreements
evidencing the same, need not be uniform and may be made by it selectively
among persons who receive or are eligible to receive awards under the Plan,
whether or not such persons are similarly situated.

3. Awards Under the Plan.

(a) Form. Awards under the Plan may be granted in any of the following
forms:

(i) Incentive Stock Options, as described in Section 4,

(ii) Non-Statutory Stock Options, as described in Section 5, and

(iii) Stock Appreciation Rights, as described in Section 6.

(b) Maximum Limitations. The aggregate number of shares of Common Stock
available for grant under the Plan is 1,100,000 subject to adjustment pursuant
to Section 8. Shares of Common Stock issued pursuant to the Plan may be
either authorized but unissued shares or shares now or hereafter held in the
treasury of the Company. In the event that, prior to the end of the period
during which Stock Options may be granted under the Plan, any Stock Option
under the Plan expires unexercised or is terminated, surrendered or canceled
(other than in connection with the exercise of a Stock Appreciation Right with
respect to which Common Stock is delivered to the key employee or other
participants under Section 6(b)(ii)), without being exercised, in whole or in
part, for any reason, the number of shares theretofore subject to such Stock
Option, or the unexercised, terminated, forfeited or unearned portion thereof,
shall be added to the remaining number of shares of Common Stock available for
grant as a Stock Option under the Plan, including a grant to a former holder
of such Stock Option, upon such terms and conditions as the Board shall
determine, which terms may be more or less favorable than those applicable to
such former Stock Option.

(c) Ten Percent Shareholder. Notwithstanding any other provision herein
contained, no key employee may receive an Incentive Stock Option under the
Plan if such employee, at the time the award is granted, owns (as defined in
Section 424(d) of the Internal Revenue Code, as amended (the "Code")) stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, its parent or any subsidiary, unless the option price
for such Incentive Stock Option is at least 110% of the fair market value of
the Common Stock subject to such Incentive Stock Option on the date of grant
and such Option is not exercisable after the date five years from the date
such Option is granted.
4. Incentive Stock Options.



It is intended that Incentive Stock Options granted under the Plan shall
constitute Incentive Stock Options within the meaning of Section 422 of the
Code. Incentive Stock Options may be granted under the Plan for the purchase
of shares of Common Stock. Incentive Stock Options shall be in such form and
upon such conditions as the Board shall from time to time determine, subject
to the following:
(a) Option Prices. The option price of each Incentive Stock Option
shall be at least 100% of the fair market value of the Common Stock subject to
such Incentive Stock Option on the date of grant,

(b) Terms of Options. No Incentive Stock Option shall be exercisable
prior to the date one year, or after the date ten years, from the date such
Incentive Stock Option is granted.

(c) Limitation on Amounts. The aggregate fair market value (determined
with respect to each Incentive Stock Option as of the time such Incentive
Stock Option is granted) of the capital stock with respect to which Incentive
Stock Options are exercisable for the first time by a key employee during any
calendar year (under this Plan or any other plan of the Company or the parent
or any subsidiary of the Company) shall not exceed $100,000.

(d) Exercise. Incentive Stock Options shall be subject to such terms
and conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written option agreement between the optionee and
the Company, as the Board shall determine; provided, that such determinations
are not inconsistent with the other provisions of the Plan, and with Section
422 of the Code or regulations thereunder.

(e) Manner of Exercise of Options and Payment for Common Stock.
Incentive Stock Options may be exercised by an optionee by giving written
notice to the Secretary of the Company stating the number of shares of Common
Stock with respect to which the Incentive Stock Option is being exercised and
tendering payment therefor. At the time that an Incentive Stock Option granted
under the Plan, or any part thereof, is exercised, payment for the Common
Stock issuable thereupon shall be made in full in cash or by certified check
or, if the Board in its discretion agrees to accept, in shares of Common Stock
of the Company (the number of such shares paid for each share subject to the
Incentive Stock Option, or part thereof, being exercised shall be determined
by dividing the option price by the fair market value per share of the Common
Stock on the date of exercise). As soon as reasonably possible following such
exercise, a certificate representing shares of Common Stock purchased,
registered in the name of the optionee shall be delivered to the optionee.

(f) Cancellation of Stock Appreciation Rights. The exercise of any
Incentive Stock Option shall cancel that number, if any, of Stock Appreciation
Rights (as defined in Section 6) included in such Incentive Stock Option,
which is equal to the excess of (i) the number of shares of Common Stock
subject to Stock Appreciation Rights included in such Incentive Stock Option,
over (ii) the number of shares of Common Stock which remain subject to such
Incentive Stock Option after such exercise.

5. Non-Statutory Stock Options.

Non-Statutory Stock Options (i.e., options which do not constitute
Incentive Stock Options within the meaning of Section 422 of the Code) may be
granted under the Plan for the purchase of Common Stock. Non-Statutory Stock
Options shall be in such form and upon such conditions as the Board shall from
time to time determine and further shall be subject to the provisions of



Section 4 of this Plan except:

(a) Option Price. The option price shall be no less than 10% of the
fair market value of the Common Stock subject to the Non-Statutory Stock
Option on the date of grant.
(b) Limitation on Amount. There shall be no limit on amount (subject
only to the overall limit of the shares available under the Plan for option
grant).

6. Stock Appreciation Rights.

(a) Award. If deemed by the Board to be in the best interest of the
Company, any Incentive Stock Option granted under the Plan may include a stock
appreciation right ("Stock Appreciation Right"), either at the time of grant
or thereafter while the Incentive Stock Option is outstanding.

(b) Terms of Rights. Stock Appreciation Rights shall be subject to such
terms and conditions not inconsistent with the other provisions of the Plan as
the Board shall determine, provided that:

(i) Limitations. Stock Appreciation Rights shall be exercisable to the
extent, and only to the extent, the Incentive Stock Option in which it is
included is exercisable and shall be exercisable only for such period as the
Board may determine (which period may expire prior to, but not later than, the
expiration date of such Incentive Stock Option). Notwithstanding the preceding
sentence, a Stock Appreciation Right is exercisable only when the fair market
value of a share of Common Stock exceeds the option price specified in such
Incentive Stock Option.

(ii) Surrender or Exchange. A Stock Appreciation Right shall entitle the
optionee to surrender to the Company unexercised the Incentive Stock Option,
or portion thereof, to which it is related, or any portion thereof and to
receive from the Company in exchange therefor that number of shares of Common
Stock having an aggregate fair market value equal to the excess of the fair
market value on the date of exercise of one share of Common Stock over the
option price per share specified in such Incentive Stock Option multiplied by
the number of shares of Common Stock subject to the Incentive Stock Option, or
portion thereof, which is so surrendered. The Board shall be entitled to
elect to settle any part or all of the Company's obligation arising out of the
exercise of a Stock Appreciation Right by the payment of cash or by check
equal to the aggregate fair market value on the date on which the Stock
Appreciation Right is exercised of that part or all of the shares of Common
Stock the Company would otherwise be obligated to deliver.

(c) Cash Settlement Restriction. (i) Notwithstanding Section B(b), so
long as the grantee of a Stock Appreciation Right is an officer or director of
the Company, the Company's right to elect to settle any part or all of its
obligation arising out of the exercise of a Stock Appreciation Right by the
payment of cash or by check shall not apply unless such exercise occurs no
less than six months after the date of grant of the Right and either: (1)
pursuant to the provisions of subsection (ii) below, or (2) during the period
beginning on the third business day following the date of release by the
Company for publication of its quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following such date.
(ii) In the event that, pursuant to Section 9, the Company shall cancel
all unexercised Incentive Stock Options as of the effective date of a merger
or other transaction provided therein, or in the case of dissolution of the



Company, then each Stock Appreciation Right held by an executive officer or
director of the Company shall be automatically exercised for cash on such date
within 30 days prior to the effective date of such transaction or dissolution
as the Board shall determine and, in the absence of such determination, on the
last business day immediately prior to such effective date.
7. Transferability.

No Incentive Stock Option, Non-Statutory Stock Option, or Stock
Appreciation Right may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise), except as provided by will or the
applicable laws of descent or distribution, and no Incentive Stock Option,
Non-Statutory Stock Option, or Stock Appreciation Right shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an Incentive Stock Option, Non-
Statutory Stock Option, or Stock Appreciation Right, or levy of attachment or
similar process upon the Incentive Stock Option or Stock Appreciation Right
not specifically permitted herein shall be null and void and without effect.
An Incentive Stock Option or Stock Appreciation Right may be exercised only by
a key employee during his or her lifetime, or pursuant to Section 11(c), by
his or her estate or the person who acquires the right to exercise such
Incentive Stock Option or Stock Appreciation Right upon his or her death by
bequest or inheritance.

8. Adjustment Provisions.

The aggregate number of shares of Common Stock with respect to which
Incentive Stock Options, Non-Statutory Stock Options and Stock Appreciation
Rights may be granted, the aggregate number of shares of Common Stock subject
to each outstanding Incentive Stock Option, Non-Statutory Stock Option and
Stock Appreciation Right, and the option price per share of each may all be
appropriately adjusted as the Board may determine for any increase or decrease
in the number of shares of issued Common Stock resulting from a subdivision or
consolidation of shares, whether through reorganization, recapitalization,
stock split-up, stock distribution or combination of shares, or the payment of
a share dividend or other increase or decrease in the number of such shares
outstanding effected without receipt of consideration by the Company.
Adjustments under this Section 8 shall be made according to the sole
discretion of the Board, and its decisions shall be binding and conclusive.

9. Dissolution, Merger and Consolidation.

Except as otherwise provided in Section 6(c)(ii), upon the dissolution or
liquidation of the Company, or upon a merger or consolidation of the Company
in which the Company is not the surviving corporation, each Incentive Stock
Option and Stock Appreciation Right granted hereunder shall expire as of the
effective date of such transaction; provided, however, that the Board shall
give at least 30 days' prior written notice of such event to each optionee
during which time he or she shall have a right to exercise his or her wholly
or partially unexercised Incentive Stock Option (without regard to installment
exercise limitations, if any) or Stock Appreciation Right and, subject to
prior expiration pursuant to Section 11(b) or (c), each Incentive Stock Option
and Stock Appreciation Right shall be exercisable after receipt of such
written notice and prior to the effective date of such transaction.

10. Effective Date and Period For Grants.
The Plan shall become effective on the date of the approval of the Plan
by the holders of a majority of the shares of Common Stock of the Company



which shall be June 20, 1995. No grant or award shall be made under the Plan
more than 10 years from the earlier of the date of adoption of the Plan,
provided, however, that the Plan and all Stock Options and Stock Appreciation
Rights granted under the Plan prior to such date shall remain in effect and
subject to adjustment and amendment as herein provided until they have been
satisfied or terminated in accordance with the terms of the respective grants
or awards and the related agreements.

11. Termination of Employment or Participation.

(a) Each Incentive Stock Option, Non-Statutory Stock Option and Stock
Appreciation Right shall, unless sooner expired pursuant to Section 11(b) or
(c) below, expire on the first to occur of the tenth anniversary of the date
of grant thereof and the expiration date set forth in the applicable option
agreement.

(b) An Incentive Stock Option, a Non-Statutory Stock Option or a Stock
Appreciation Right shall expire on the first to occur of the applicable date
set forth in paragraph (a) next above and the date thirty (30) days following
the date that the employment or participation of the person with the Company
terminates for any reason other than death or disability. Notwithstanding the
preceding provisions of this paragraph, the Board, in its sole discretion,
may, by written notice given, permit the ex-employee to exercise Stock Options
or Stock Appreciation Rights during a period following his or her termination
of employment, which period shall not exceed three months. In no event,
however, may the Board permit an ex-employee to exercise a Stock Option or
Stock Appreciation Right after the expiration date contained in the agreement
evidencing such Stock Option or Stock Appreciation Right. Notwithstanding the
preceding provisions of this paragraph, if the Board permits an ex-employee to
exercise Stock Options or Stock Appreciation Rights during a period following
his or her termination of employment pursuant to such preceding provisions,
such Stock Options or Stock Appreciation Rights shall, to the extent
unexercised, expire on the date that such ex-employee violates (as determined
by the Board) any covenant not to compete in effect between the Company and
the ex-employee.

(c) If the employment of an employee or participation of another
participant with the Company terminates by reason of disability (as defined in
Section 422(o)(9) of the Code as determined by the Board) or by reason of
death, his or her Stock Options and Stock Appreciation Rights, if any, shall
expire no later than the first to occur of the date set forth in paragraph (a)
of this Section 11 and the first anniversary of such termination of
employment.

12. Miscellaneous.

(a) Legal and Other Requirements. The obligation of the Company to sell
and deliver Common Stock under the Plan shall be subject to all applicable
laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under the Securities
Act of 1933 if deemed necessary or appropriate by the Company. Certificates
for shares of Common Stock issued hereunder may be legended as the Board shall
deem appropriate.

(b) No Obligation To Exercise Options. The granting of a Stock Option
shall impose no obligation upon an optionee to exercise such Stock Option.
(c) Termination and Amendment of Plan. The Board, without further
action on the part of the shareholders of the Company, may from time to time



alter, amend or suspend the Plan or any Stock Option or Stock Appreciation
Right granted hereunder or may at any time terminate the Plan, except that it
may not, without the approval of the shareholders of the Company (except to
the extent provided in Section 8 hereof):

(i) Materially increase the total number of shares of Common Stock
available for grant under the Plan except as provided in
Section 8;

(ii) Materially modify the class of eligible employees or
participants under the Plan;

(iii) Materially increase benefits to any key employee who is
subject to the restrictions of Section 16 of the Securities
Exchange Act of 1934; or

(iv) Effect a change relating to Incentive Stock Options granted
hereunder which is inconsistent with Section 422 of the Code
or regulations issued thereunder.

No action taken by the Board under this Section, either with or without
the approval of the shareholders of the Company, may materially and
adversely affect any outstanding Stock Option or Stock Appreciation Right
without the consent of the holder thereof.

(d) Application of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to Stock Options will be used for general
Corporate purposes.

(e) Withholding Taxes. (i) Upon the exercise of any Stock Option or
Stock Appreciation Right, the Company shall have the right to require the
optionee to remit to the Company an amount sufficient to satisfy all federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for shares of Common Stock.

(ii) Upon the disposition of any Common Stock acquired by the
exercise of a Stock Option, the Company shall have the right to require the
optionee to remit to the Company an amount sufficient to satisfy all federal,
state and local withholding tax requirements as a condition to the
registration of the transfer of such Common Stock on its books. Whenever
under the Plan payments are to be made by the Company in cash or by check,
such payments shall be net of any amounts sufficient to satisfy all federal,
state and local withholding tax requirements.

(f) Right To Terminate Employment. Nothing in the Plan or any agreement
entered into pursuant to the Plan shall confer upon any key employee or other
optionee the right to continue in the employment of the Company or any
subsidiary or affect any right which the Company or any subsidiary may have to
terminate the employment of such key employee or other optionee.

(g) Rights as a Shareholder. No optionee shall have any right as a
shareholder unless and until certificates for shares of Common Stock are
issued to him or her.

(h) Leaves of Absence and Disability. The Board shall be entitled to
make such rules, regulations and determinations as it deems appropriate under
the Plan in respect of any leave of absence taken by or disability of any key
employee or other participant. Without limiting the generality of the
foregoing, the Board shall be entitled to determine (i) whether or not any



such leave of absence shall constitute a termination of employment within the
meaning of the Plan, and (ii) the impact, if any, of any such leave of absence
on awards under the Plan theretofore made to any key employee who takes such
leave of absence.

(i) Fair Market Value. Whenever the fair market value of Common Stock
is to be determined under the Plan as of a given date, such fair market value
shall be:

(i) If the Common Stock is traded on the over-the-counter market,
the average of the mean between the bid and the asked price
for the Common Stock at the close of trading for the 10
consecutive trading days immediately preceding such given
date;

(ii) If the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common
Stock on the Composite Tape for the 10 consecutive trading
days immediately preceding such given date; and

(iii) If the Common Stock is neither traded on the over-the-counter
market nor listed on a national securities exchange, such
value as the Board, in good faith, shall determine.

Notwithstanding any provision of the Plan to the contrary, no determination
made with respect to the fair market value of Common Stock subject to an
Incentive Stock Option shall be inconsistent with Section 422 of the Code or
regulations thereunder.

(j) Notices. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to the Company (1) on the date
it is personally delivered to the Secretary of the Company at its principal
executive offices or (2) three business days after it is sent by registered or
certified mail, postage prepaid, addressed to the Secretary at such offices,
and shall be deemed delivered to an optionee (1) on the date it is personally
delivered to him or her or (2) three business days after it is sent by
registered or certified mail, postage prepaid, addressed to him or her at the
last address shown for him or her on the records of the Company.

(k) Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and Stock Options and Stock
Appreciation Rights granted hereunder shall be determined in conformity with
the laws of the state of New Jersey, to the extent not inconsistent with
Section 422 of the Code and regulations thereunder.

(l) Elimination of Fractional Shares. If under any provision of the
Plan which requires a computation of the number of shares of Common Stock
subject to an Incentive Stock Option or Stock Appreciation Right, the number
so computed is not a whole number of shares of Common Stock, such number of
shares of Common Stack shall be rounded down to the next whole number.


[End of Plan]