INTERMAGNETICS GENERAL CORP
EXHIBIT 10.17
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<FILENAME>ex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
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                       Intermagnetics General Corporation
                           Director Compensation Plan

I.       Compensation Philosophy

         The Board of Directors ("Board") of Intermagnetics General Corporation
         ("Company") has adopted an activity-based approach to compensating
         outside directors. The program includes an annual retainer, meeting
         fees, committee chair retainers and annual share grants. The Board
         believes that it is in the best interest of the Company to attract and
         retain highly qualified, independent directors. Accordingly, the Board
         has adopted a policy of compensating its outside directors annually at
         a target level in the range of the 75th percentile of publicly traded
         companies with $500M to $1B in annual revenue. This target reflects the
         Company's growth strategy and its desire to attract directors qualified
         to serve on the boards of companies of this size.

         The Board has also determined that it is appropriate to implement stock
         ownership guidelines for the Company's non-employee directors, in order
         to align the directors' interests more closely with those of the
         Company's shareholders.

II.       Eligibility; Compensation Period

         This Director Compensation Plan ("Plan") applies to all non-employee
         directors of the Company.

         Non-employee directors are compensated on an annual basis measured from
         the day of the Company's regular annual meeting of shareholders
         ("Annual Meeting") to the day preceding the next Annual Meeting
         ("Annual Period"). Except as otherwise indicated in this document,
         compensation shall be paid quarterly. The quarters shall end on the
         last day of February, the last day of May, the last day of August and
         the day preceding the Annual Meeting in November.

         A non-employee director who is first elected to the Board at a meeting
         other than an Annual Meeting will receive a pro-rata share of the
         annual compensation for his or her first year of service, as determined
         by the Board. The stock grants for the first year of such director's
         service will be made on a date determined by the Board.

III. Compensation Components

         A.   Cash Retainer - $30,000 per year, which shall be paid in quarterly
increments at the end of each quarter of the Annual Period.

         B.   Committee Chair Retainer - $3,500 per year for the chairs of the
Audit and Compensation Committees, and $1,500 per year for the chairs of the
Nominating and Governance Committees, which shall be paid in quarterly
increments at the end of each quarter of the Annual Period.

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         C.    Regular Meeting Fees - $2,500 for each regular or special meeting
         of the full Board. These fees will be aggregated and paid at the end of
         the quarter of the Annual Period during which the meeting or meetings
         occur.

         D.    Committee Meeting Fees - $1,500 for each Board committee meeting
         at which formal committee action is taken, and which is held on a date
         other than the date of a regular or special meeting of the full Board
         or the day immediately preceding such meeting. These fees will be
         aggregated and paid at the end of the quarter of the Annual Period
         during which the meeting or meetings occur.

         E.    Annual Equity Grant - 3,500 shares of common stock of the
         Company, which shall be automatically granted on the last business day
         in the month of January following the Annual Meeting.

         F.    Special Equity Award - $25,000 of common stock of the Company,
         which shall be automatically granted on the last business day in the
         month of January following the Annual Meeting. The number of shares to
         be granted will be determined by dividing $25,000 by the closing price
         of the Company's common stock as reported on Nasdaq on the last trading
         day preceding the grant date.

               Each Special Equity Award will vest over five years, if the
               director remains a member of the Board. Each Special Equity Award
               will vest in increments of 10% on each of the first four Annual
               Meeting dates following the date of grant, with the remainder
               vesting on the fifth Annual Meeting date following the date of
               grant. Each outstanding Special Equity Award will become fully
               vested if the director ceases to be a director as a result of the
               director's death or permanent disability, or if a Change in
               Control (as defined in the Company's 2000 Stock Option and Stock
               Award Plan) of the Company occurs while the director is serving
               as a member of the Board.

               Each director serving as of November 13, 2002 will be eligible to
               receive this Special Equity Award annually for five years (in
               April 2003, as described below, and on the last business day of
               January in each of 2004, 2005, 2006 and 2007), provided he or she
               is a director on the date of the grant. Any director who is first
               elected to the Board after November 13, 2002 will be eligible to
               receive this Special Equity Award on the last business day of
               January following his or her election and annually on the last
               business day of January for four years thereafter, provided he or
               she is a director on the date of the grant. However, no grants
               shall be made after the expiration or other termination of the
               Plan.

         IV.   Compensation Elections

         A.    Stock v. Cash - On or before July 15 of each year, each director
may elect to be paid some or all of his or her cash compensation in the form of
common stock of the Company for the following Annual Period. The cash to stock
conversion will be made on the day the cash payment would otherwise be


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due, based on the closing price of the Company's common stock as reported on
Nasdaq on the last trading day preceding the day the cash payment would
otherwise be due. If a director is first elected to the Board at a meeting other
than an Annual Meeting, he or she must make the election to convert cash
compensation to stock before his or her election to the Board.

         B.    Deferred Compensation - On or before July 15 of each year, each
director may elect to defer some or all of the cash or stock compensation for
the following Annual Period into the Director Deferred Compensation Plan
according to the terms of such plan.

     V.  2000 Stock Option and Stock Award Plan

         All stock grants provided for under this Plan, including elections to
         convert cash compensation to stock, will be awarded under the Company's
         2000 Stock Option and Stock Award Plan or a successor plan, will be
         governed by the terms of such plan and are subject to the availability
         of shares in such plan. If, at any time a stock grant is to be made
         under this Plan, there are not sufficient shares available for issuance
         under the Company's 2000 Stock Option and Stock Award Plan or a
         successor plan, then the stock grant shall not be made.

    VI.  Initial Period

         The annual compensation for the period beginning on January 1, 2003 and
         ending on the day preceding the 2003 Annual Meeting (the "Initial
         Period"), with the exception of the $25,000 Special Equity Award, shall
         be paid pro-rata in an amount equal to 11/12 of the annual amount. None
         of the compensation elections provided for in Article IV shall be
         available for compensation earned for the Initial Period.

         The Special Equity Grant and the pro-rata Annual Equity Grant for the
         Initial Period will be granted on April 30, 2003. The cash compensation
         earned for the period beginning on January 1, 2003 and ending on May
         31, 2003 will be paid on June 2, 2003.

   VII.  Director Stock Ownership Guidelines

         The Company expects that each non-employee director will hold common
         stock of the Company in an amount equal to five times the director's
         annual cash retainer as set forth in Section III A above. Each
         non-employee director is expected to meet the stock ownership
         guidelines by the later of (i) the 2003 Annual Meeting or (ii) three
         years after the director is first elected to the Board, and to continue
         to meet the stock ownership guideline at all times thereafter while
         serving as a member of the Board.

         Shares of common stock of the Company that are fully vested and are
         held outright by the director, held in a revocable trust for the
         benefit of the director, or deferred by the director into the Company's
         Director Deferred Compensation Plan shall count as shares held by the


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         director for purposes of the stock ownership guidelines. Shares held by
         a director for purposes of meeting the stock ownership guidelines may
         not be pledged or otherwise used as collateral for any loan. The value
         of shares for purposes of the stock ownership guidelines will be based
         on the fair market value of the shares of Company stock at the time any
         assessment of compliance with the stock ownership guidelines is made.

VIII.    Miscellaneous

         A.    Term - The Plan was adopted by the Board on April 9, 2003, to be
effective as of January 1, 2003. The term of the Plan shall begin on January 1,
2003 and continue until the 2007 Annual Meeting. No grants shall be made under
the Plan after the 2007 Annual Meeting.

         B.    Amendment and Termination - The Board may amend or terminate the
Plan at any time for any reason.

         C.    Review of Annual Equity Grant Amount - The size of the Annual
Equity Grant set forth in Section III E above is based on a stock price of
$16.00 per share. Without in any way limiting the right of the Board to amend or
terminate the Plan, it is expected that the Board will reevaluate the Annual
Equity Grant amount annually and will consider amending the Plan to modify the
amount of the Annual Equity Grant, as the Board deems appropriate, if the
Company's stock price changes by more than 10%.

         D.    Administration - The Board shall have full power and authority to
administer and interpret the Plan. The Board's interpretations of the Plan, and
all determinations made by the Board, shall be conclusive and binding on all
persons having any interest in the Plan or in any awards granted hereunder. All
powers of the Board shall be executed in its sole discretion, in the best
interest of the Company, not as a fiduciary, and in keeping with the objectives
of the Plan. All grants under the Plan shall be conditional upon the director's
acknowledgement, by acceptance of the grant, that all decisions and
determinations of the Board in respect of grants under the Plan shall be final
and binding on the director and all persons having or claiming an interest under
such grant.

         E.    Adjustment Upon Changes in Capitalization - In the event of any
reclassification, recapitalization, merger, consolidation, reoganization, stock
dividend, stock split or reverse stock split, combination or exchange of shares,
repurchase of shares or any other change in corporate structure which, in the
judgment of the Board, materially affects the value of shares, the Board shall
appropriately adjust the number and class of shares previously granted and to be
granted thereafter pursuant to stock awards under this Plan.

         F.    Funding - The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any compensation under this Plan.

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         G.    Transferability - A director may not transfer rights granted
under the Plan except by will or by the laws of descent and distribution. Any
successor must furnish proof satisfactory to the Company of his or her right to
receive the grant under the director's will or under the applicable laws of
descent and distribution.

         H.    Applicable Law - The Plan shall be governed by the laws of the
state of New York without regard to any conflicts of law provisions.



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