NON-EMPLOYEE DIRECTOR STOCK OPTION GRANT

NONTRANSFERABLE STOCK OPTION AGREEMENT, dated XXXXX, between Memry Corporation, a Delaware corporation (the Company), and XXXXX (the Optionee, which term as used herein shall be deemed to include any successor to the Optionee by will or by the laws of descent and distribution, unless the context shall otherwise require).

Pursuant to the Companys 2006 Long-Term Incentive Plan, as may be amended from time to time (as so amended, the Plan), the Company approved the issuance to the Optionee, effective as of XXXX, (the Grant Date), of a Non-qualified Stock Option to purchase up to an aggregate of XXXX shares of common stock, $0.01 par value, of the Company (the Common Stock), at the price (the Option Price) of $X.XX per share, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties hereto agree as follows:

1. Option; Option Price. The Company hereby grants to the Optionee the option (the Option) to purchase, subject to the terms and conditions of this Agreement and the Plan (which are incorporated by reference herein and which in all cases shall control in the event of any conflict with the terms, definitions and provisions of this Agreement), shares of Common Stock of the Company at an exercise price per share equal to the Option Price, which Option is not intended to qualify for federal income tax purposes as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). A copy of the Plan as in effect on the date hereof has been supplied to the Optionee, and the Optionee hereby acknowledges receipt thereof.

2. Term. The term (the Option Term) of the Option commenced on the Grant Date and shall expire on the tenth anniversary of the Grant Date, unless such Option shall theretofore have been terminated in accordance with the terms hereof or of the Plan.

3. Time of Exercise. Unless accelerated at the discretion of the Company or as otherwise provided herein, the Option shall become exercisable as to the total number of shares of Common Stock subject to the Option in accordance with Exhibit A attached hereto. Subject to the provisions of Sections 5 and 8 hereof, shares as to which the Option becomes

Memry Corporation, 3 Berkshire Boulevard, Bethel, CT 06801

exercisable pursuant to the foregoing provisions may be purchased at any time thereafter prior to the expiration or termination of the Option.

4. Termination of Option. (a) The unexercised portion of the Option, (which portion was otherwise vested and exercisable on the date of termination) (the Unexercised Portion) shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:

(i) the expiration of the Option Term;

(ii) with respect to the portion of the Option that has become vested and exercisable in accordance with Exhibit A attached hereto as of the date of such termination of services, the expiration of (1) three months from the date that the Optionee ceases to serve as a director of the Company for any reason (other than death) or (2) in the event of the Optionees death either while serving as a director of the Company or during the three-month period set forth in clause (1) above, one year from the date of the Optionees death;

(iii) except to the extent permitted by Section 15(a) of the Plan, the date on which the Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee.

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