8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 14, 2005

INTERMAGNETICS GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-11344	14-1537454
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

450 Old Niskayuna Road

Latham, New York  12110

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (518) 782-1122

(Former Name or Former Address, if Changed Since Last Report)

           Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations.

Item 1.01   Entry into a Material Definitive Agreement.

          On March 14, 2005, the Board of Directors of Intermagnetics General Corporation (the “Company”), authorized certain performance-based restricted stock unit awards for the Company’s senior management.  In doing so, the Board authorized the execution of certain Restricted Stock Unit Agreements with the Company’s Chief Executive Officer, Chief Financial Officer and certain other executive officers of the Company.  The terms of the grants are more fully described in the exhibits attached to this report.  Moreover, a description of the number of restricted stock units granted to senior management is discussed in the press release issued by the Company on March 16, 2005 and attached hereto.

Section 9 -- Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

          (c)  Exhibits

                              The following Exhibits are filed with this Form 8-K.

Exhibit No.	Description
10.1	Restricted Stock Unit Agreement between Glenn H. Epstein and Intermagnetics General Corporation dated March 14, 2005.
10.2	Restricted Stock Unit Agreement between Michael K. Burke and Intermagnetics General Corporation dated March 14, 2005.
10.3	Restricted Stock Unit Agreement between Michael Mainelli and Intermagnetics General Corporation dated March 14, 2005.
10.4	Restricted Stock Unit Agreement between Thomas J. O’Brien and Intermagnetics General Corporation dated March 14, 2005.
10.5*	2000 Stock Option and Stock Award Plan, as amended and Restated as of November 16, 2004.
99.1	Intermagnetics General Corporation Press Release dated March 16, 2005, announcing a new performance based restricted stock program.
___________ * Incorporated herein by reference to Annex D to the Proxy Statement (DEF 14a) filed with the Securities and Exchange Commission on September 27, 2004.

-2-

SIGNATURES

                              Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTERMAGNETICS GENERAL CORPORATION
Date: March 16, 2005	By:	/s/ MICHAEL K. BURKE
		Michael K. Burke
		Executive Vice President   and Chief Financial Officer

-3-

Exhibit Index

Exhibit No.	Description
10.1	Restricted Stock Unit Agreement between Glenn H. Epstein and Intermagnetics General Corporation dated March 14, 2005.
10.2	Restricted Stock Unit Agreement between Michael K. Burke and Intermagnetics General Corporation dated March 14, 2005.
10.3	Restricted Stock Unit Agreement between Michael Mainelli and Intermagnetics General Corporation dated March 14, 2005.
10.4	Restricted Stock Unit Agreement between Thomas J. O’Brien and Intermagnetics General Corporation dated March 14, 2005.
10.5*	2000 Stock Option and Stock Award Plan, as Amended and Restated as of November 16, 2004.
99.1	Intermagnetics General Corporation Press Release dated March 16, 2005, announcing a new performance based restricted stock program.
___________ * Incorporated herein by reference to Annex D to the Proxy Statement (DEF 14a) filed with the Securities and Exchange Commission on September 27, 2004.

-4-

EX-10

                                                                    Exhibit 10.1

                       INTERMAGNETICS GENERAL CORPORATION

                      RESTRICTED STOCK UNIT AWARD AGREEMENT
                    (2000 STOCK OPTION AND STOCK AWARD PLAN)

                This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated March 14,
2005 and delivered by INTERMAGNETICS GENERAL CORPORATION, a Delaware corporation
(the "Corporation"), to Glenn H. Epstein, Chief Executive Officer of the
Corporation (the "Grantee").

                WHEREAS, the Board of Directors of the Corporation (the "Board")
on July 26, 2000, adopted, and the shareholders of the Corporation at their 2000
Annual Meeting approved, the Corporation's 2000 Stock Option and Stock Award
Plan (the "Plan"), which is administered by the Compensation Committee of the
Board (the "Compensation Committee") and the Plan provides for the grant of
restricted stock unit awards (the "Restricted Units") to key employees of the
Corporation, in accordance with the terms and provisions thereof; and

                WHEREAS, the Board has determined that the Grantee shall be
given a restricted stock unit award pursuant to the Plan and subject to the
terms of this Agreement;

                NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

1.      Restricted Stock Unit Award.

        Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby awards the Grantee 415,000 Restricted Units (the "Award")
under the Plan. The Grantee accepts the Award and agrees to be bound by the
terms and conditions of this Agreement and the Plan with respect to the grant.

2.      Restricted Unit Account.

        The Corporation shall establish and maintain a Restricted Unit account
for and on behalf of the Grantee and shall record in such account the number of
Restricted Units awarded to the Grantee. No shares of Common Stock shall be
issued to the Grantee at the time the award is made, and the Grantee shall not
be, nor have any of the rights or privileges of, a shareowner of the Corporation
with respect to any Restricted Units recorded in the account.

3.      Interest not Transferable.

        Unless otherwise provided by law, the Grantee shall not have the right
to transfer or otherwise dispose of any interest in the Restricted Unit account,
and any attempted transfer or disposition of the account by the Grantee, whether
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition be voluntary, or involuntary, or by
judgment, levy, attachment, garnishment or any other legal or equitable



proceedings (including bankruptcy), shall be null and void and have no effect.
The Grantee shall not have any interest in any fund or specific asset of the
Corporation by reason of this award or the Restricted Unit account established
for the Grantee.

4.      Lapsing of Restrictions.

        The restrictions applicable to the Restricted Units shall lapse only
upon the achievement of the performance targets defined in Appendix A in
accordance with the schedule set forth in Appendix A. Restricted Units for which
the restrictions lapse in accordance with Appendix A shall be converted into
shares of the Corporation's Common Stock and distributed to the Grantee after
the Compensation Committee certification with respect to the Company's
performance as described in Section 6. The Grantee may make a deferral election
in accordance with the Corporation's Deferred Compensation Plan with respect to
any shares that are earned under this Agreement.

5.      Termination of Restricted Units.

        The period of performance covered by this award shall be from the last
day of the Company's fiscal year 2005 until the last day of the Company's fiscal
year 2010 (the "Performance Period"). Unless otherwise terminated or converted
into Common Stock in accordance with Appendix A, the Restricted Units shall
terminate and become null and void ninety (90) days after the expiration of the
Performance Period.

        Upon the termination of Grantee's employment relationship with the
Corporation for any reason (except as otherwise set forth below), any Restricted
Units for which the restrictions have not lapsed shall terminate. Upon
termination of Grantee's employment as a result of Board approved retirement
(consistent with the Corporation's policies regarding retirement), permanent
disability (as determined by the Board consistent with the Corporation's
disability plan) or death ("Qualified Reason"), the restrictions may lapse with
respect to, at a maximum, the number of Restricted Units granted to Grantee,
divided by the number of weeks in the Performance Period, multiplied by the
number of weeks employed during the Performance Period prior to Grantee's
termination for a Qualified Reason (the "Pro Rata Units"); provided, however,
that the restrictions shall lapse with respect to the Pro Rata Units only in
accordance with the Company's achievement of the performance targets provided in
Appendix A through the end of the fiscal year in which the Qualified Reason
occurs, as described on Appendix A. The terms of this Section 5 shall apply
notwithstanding any provision to the contrary in the Grantee's 2002 Employment
Agreement and shall supersede any provision for the accelerated vesting of Stock
Awards upon death, disability, termination without cause or resignation for good
reason set forth in such Employment Agreement.

        The Grantee's transfer within the Corporation or any of its subsidiaries
shall not be deemed to be a termination of the employment.

                                       -2-


6.      Procedures.

        Within sixty (60) days following the end of each of the Corporation's
fiscal years during the Performance Period, the Compensation Committee will
certify to the Corporation's Corporate Secretary the actual performance achieved
with respect to the criteria set forth in Appendix A. In addition, the
Compensation Committee will certify to the Corporation's Corporate Secretary any
Restricted Units with respect to which the restrictions have lapsed. Upon
receipt of such certification, the Corporate Secretary will cause the Company's
transfer agent to issue to the Grantee one share of the Company's Common Stock
for each Restricted Unit for which the restrictions have lapsed, subject to any
deferral election made by Grantee under the Corporation's Deferred Compensation
Plan.

        The obligation of the Corporation to deliver Stock shall, however, be
subject to the condition that if at any time the Compensation Committee shall
determine in its discretion that the listing, registration or qualification of
the shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of shares, the
shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Compensation Committee. The issuance of
shares to Grantee pursuant to this Agreement is subject to any applicable taxes
and other laws or regulations of the United States or of any state having
jurisdiction thereof.

7.      Grantee's Securities Law Representations.

        The Grantee hereby represents and warrants to the Corporation: (a) that
the Stock subject to the Restricted Units is being acquired for purposes of
investment and not with a view to distribution thereof; (b) that if Grantee is
or becomes an affiliate of the Corporation (as defined in regulations
promulgated by the Securities and Exchange Commission) prior to the time of any
proposed resale of shares acquired, or if such shares are not registered under
the Securities Act of 1933, as amended (the "1933 Act"), the Grantee will comply
with all applicable conditions of the 1933 Act and the rules and regulations
promulgated thereunder in effecting such resale; and (c) that the Grantee shall
not dispose of any shares of such Stock in any manner that is, or may involve
the Corporation in, a violation of any federal or state securities law,
including the 1933 Act.

        The Compensation Committee may require that the share certificates be
inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.

8.      Adjustment Upon Changes in Capitalization.

        In the event of any change in the number or class of shares of Stock
outstanding, by reason of a stock dividend, stock split, subdivision or
combination of shares, a merger or consolidation in which the Corporation is the
surviving corporation, or any other change in capitalization, the number and
class of Restricted Units shall be adjusted by the Compensation Committee in the
same manner as stock options are adjusted under the Plan.

                                       -3-


9.      Changes In Control.

        The restrictions will lapse as to 100% of the Restricted Units upon a
"Change in Control" as that term is defined in the Plan.


10.     Employment Not Affected.

        The granting of the Award shall not be construed to create an obligation
on the part of the Corporation or its subsidiaries to continue Grantee's
employment. Except as may otherwise be provided in a written agreement between
Grantee and the Corporation (or its subsidiary), the Corporation and its
subsidiaries specifically reserve the right to terminate at will, with or
without cause, the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise).

11.     Amendment of Award.

        The Award may be amended, in whole or in part, by the Compensation
Committee at any time if it determines, in its sole discretion, that such
amendment is necessary or advisable in the light of any addition to or change
in: (a) the Code or regulations issued thereunder or (b) any federal or state
securities law or other law or regulation, which change occurs after the grant
of the Award and by its terms retroactively applies to the Award; provided,
however, that no such amendment shall, without the Grantee's consent, materially
adversely affect Grantee's rights in and to the Restricted Units.

12.     Notice.

        Notices to the Corporation shall be addressed to it in care of its Chief
Financial Officer or Corporate Secretary, and any notice to the Grantee shall be
addressed to the current address shown on the Corporation's payroll records. Any
notice shall be deemed duly given if delivered in writing directly to the
recipient or by registered or certified mail, postage prepaid.

13.     Incorporation of 2000 Stock Option and Stock Award Plan by Reference.

        The Award is granted pursuant to the terms of the Corporation's 2000
Stock Option and Stock Award Plan, as in effect from time to time, the terms of
which are incorporated herein by reference, and shall in all respects be
interpreted in accordance therewith. The Compensation Committee shall have full
authority to interpret and construe the Award, in its sole discretion, and its
decision shall be conclusive and binding upon any question of law or fact
arising hereunder and shall be enforceable at law or in equity by any court of
competent jurisdiction.

14.     Governing Law.

        The validity, construction, interpretation and effect of this instrument
and any other matter arising under this instrument shall exclusively be governed
by, and determined in accordance with applicable Federal law and the laws of the
State of New York, without regard to New York rules for conflicts of law.

                                       -4-


        IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Award Agreement as of the date first written above.

Attest:                                   INTERMAGNETICS GENERAL CORPORATION


/s/ Katherine M. Sheehan                  By: /s/ Michael E. Hoffman
- -----------------------------                 ----------------------------------
Katherine M. Sheehan                          Michael E. Hoffman
Corporate Secretary                           Director, Chairman of Compensation
                                              Committee

        I hereby accept the award of Restricted Units described in this
Agreement, and I agree to be bound by the terms of the Plan and this Agreement.
I hereby further agree that all decisions and determinations of the Compensation
Committee with respect to the Restricted Units shall be final and binding.


/s/ Glenn H. Epstein
- ----------------------------
Glenn H. Epstein

                                       -5-


APPENDIX A

                           RESTRICTED STOCK UNIT AWARD
                    PERFORMANCE TARGETS AND VESTING SCHEDULE

I.      DEFINITIONS

        "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below)
as measured at the end of each fiscal year of the Performance Period. Growth
shall be measured off of the Base Year Pre-Tax EPX.

        "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share
divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final
Base Year earnings per share excluding certain items as approved by the Board
consistent with past practice and reported by the company in its fiscal year end
earnings release.

        "Fully Diluted Shares" shall mean total diluted shares as reported in
the Company's Consolidated Income Statement for each fiscal year of the
Performance Period, but shall exclude the dilutive effect of any restricted
stock or restricted stock unit awards granted during the Performance Period and
all options, restricted stock and other equity compensation granted to Directors
during the Performance Period.

        "Investment Grade" shall mean an investment rating of not less than BBB-
or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor
Service or Fitch). If, at the time of measurement, the Corporation's debt is not
rated, then it shall be considered Investment Grade.

        "Pre-Tax Earnings" shall mean the Corporation's earnings before income
taxes as reported in the Company's Consolidated Income Statement for each fiscal
year of the Performance Period, excluding any non-cash charge incurred in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for any restricted stock or restricted stock unit awards granted
during the Performance Period and all options, restricted stock and other equity
compensation granted to Directors during the Performance Period.

        "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted
Shares.

II.     PERFORMANCE TARGETS



415,000 Restricted Units   145,250 Threshold   332,000 Intermediate   415,000 Stretch
- ------------------------   -----------------   --------------------   ---------------
                                                             
Growth                     8% Compounded       11% Compounded         15% Compounded


Corporation's debt must be Investment Grade at the end of the Performance
Period, and in any year in which vesting occurs.

                                       -6-


III.    VESTING SCHEDULE

The restrictions will lapse with respect to the corresponding number of
Restricted Units associated with the performance targets set forth in II above
based on the following schedule. This schedule shall be adjusted for any change
in the number or class of shares of Stock outstanding, by reason of a stock
dividend, stock split, subdivision or combination of shares.

 "A" equals Base Year Pre-Tax EPX



                                                            Share       %      Shares
Year 3 allocation                             EPS Growth    Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                   
(((A*1.08)*1.08)*1.08)                         8%-10.4%    145,250        15%  21,787

(((A*1.105)*1.105)*1.105)                     10.5%-14.9%  332,000        15%  49,800

(((A*1.15)*1.15)*1.15) +                         15%+      415,000        15%  62,250




                                                            Share       %      Shares
Year 4 allocation                             EPS Growth    Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                   
((((A*1.08)*1.08)*1.08)*1.08)                  8%-10.4%    145,250        20%  29,050

((((A*1.105)*1.105)*1.105)*1.105)             10.5%-14.9%  332,000        20%  66,400

((((A*1.15)*1.15)*1.15)*1.15) +                  15%+      415,000        20%  83,000




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.08)*1.08)*1.08)*1.08)*1.08)                8.00%  145,250       100%  145,250

(((((A*1.081)*1.081)*1.081)*1.081)*1.081)           8.10%  151,475       100%  151,475

(((((A*1.082)*1.082)*1.082)*1.082)*1.082)           8.20%  157,700       100%  157,700

(((((A*1.083)*1.083)*1.083)*1.083)*1.083)           8.30%  163,925       100%  163,925

(((((A*1.084)*1.084)*1.084)*1.084)*1.084)           8.40%  170,150       100%  170,150

(((((A*1.085)*1.085)*1.085)*1.085)*1.085)           8.50%  176,375       100%  176,375

(((((A*1.086)*1.086)*1.086)*1.086)*1.086)           8.60%  182,600       100%  182,600

(((((A*1.087)*1.087)*1.087)*1.087)*1.087)           8.70%  188,825       100%  188,825

(((((A*1.088)*1.088)*1.088)*1.088)*1.088)           8.80%  195,050       100%  195,050


                                       -7-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.089)*1.089)*1.089)*1.089)*1.089)           8.90%  201,275       100%  201,275

(((((A*1.09)*1.09)*1.09)*1.09)*1.09)                9.00%  207,500       100%  207,500

(((((A*1.091)*1.091)*1.091)*1.091)*1.091)           9.10%  213,434       100%  213,434

(((((A*1.092)*1.092)*1.092)*1.092)*1.092)           9.20%  219,368       100%  219,368

(((((A*1.093)*1.093)*1.093)*1.093)*1.093)           9.30%  225,302       100%  225,302

(((((A*1.094)*1.094)*1.094)*1.094)*1.094)           9.40%  231,236       100%  231,236

(((((A*1.095)*1.095)*1.095)*1.095)*1.095)           9.50%  237,170       100%  237,170

(((((A*1.096)*1.096)*1.096)*1.096)*1.096)           9.60%  243,104       100%  243,104

(((((A*1.097)*1.097)*1.097)*1.097)*1.097)           9.70%  249,038       100%  249,038

(((((A*1.098)*1.098)*1.098)*1.098)*1.098)           9.80%  254,972       100%  254,972

(((((A*1.099)*1.099)*1.099)*1.099)*1.099)           9.90%  260,906       100%  260,906

(((((A*1.1)*1.1)*1.1)*1.1)*1.1)                    10.00%  266,845       100%  266,845

(((((A*1.101)*1.101)*1.101)*1.101)*1.101)          10.10%  273,360       100%  273,360

(((((A*1.102)*1.102)*1.102)*1.102)*1.102)          10.20%  279,875       100%  279,875

(((((A*1.103)*1.103)*1.103)*1.103)*1.103)          10.30%  286,390       100%  286,390

(((((A*1.104)*1.104)*1.104)*1.104)*1.104)          10.40%  292,905       100%  292,905

(((((A*1.105)*1.105)*1.105)*1.105)*1.105)          10.50%  299,420       100%  299,420

(((((A*1.106)*1.106)*1.106)*1.106)*1.106)          10.60%  305,935       100%  305,935

(((((A*1.107)*1.107)*1.107)*1.107)*1.107)          10.70%  312,450       100%  312,450

(((((A*1.108)*1.108)*1.108)*1.108)*1.108)          10.80%  318,965       100%  318,965

(((((A*1.109)*1.109)*1.109)*1.109)*1.109)          10.90%  325,480       100%  325,480

(((((A*1.11)*1.11)*1.11)*1.11)*1.11)               11.00%  332,000       100%  332,000

(((((A*1.111)*1.111)*1.111)*1.111)*1.111)          11.10%  332,871       100%  332,871


                                       -8-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.112)*1.112)*1.112)*1.112)*1.112)          11.20%  333,742       100%  333,742

(((((A*1.113)*1.113)*1.113)*1.113)*1.113)          11.30%  334,613       100%  334,613

(((((A*1.114)*1.114)*1.114)*1.114)*1.114)          11.40%  335,484       100%  335,484

(((((A*1.115)*1.115)*1.115)*1.115)*1.115)          11.50%  336,355       100%  336,355

(((((A*1.116)*1.116)*1.116)*1.116)*1.116)          11.60%  337,226       100%  337,226

(((((A*1.117)*1.117)*1.117)*1.117)*1.117)          11.70%  338,097       100%  338,097

(((((A*1.118)*1.118)*1.118)*1.118)*1.118)          11.80%  338,968       100%  338,968

(((((A*1.119)*1.119)*1.119)*1.119)*1.119)          11.90%  339,839       100%  339,839

(((((A*1.12)*1.12)*1.12)*1.12)*1.12)               12.00%  340,715       100%  340,715

(((((A*1.121)*1.121)*1.121)*1.121)*1.121)          12.10%  342,209       100%  342,209

(((((A*1.122)*1.122)*1.122)*1.122)*1.122)          12.20%  343,703       100%  343,703

(((((A*1.123)*1.123)*1.123)*1.123)*1.123)          12.30%  345,197       100%  345,197

(((((A*1.124)*1.124)*1.124)*1.124)*1.124)          12.40%  346,691       100%  346,691

(((((A*1.125)*1.125)*1.125)*1.125)*1.125)          12.50%  348,185       100%  348,185

(((((A*1.126)*1.126)*1.126)*1.126)*1.126)          12.60%  349,679       100%  349,679

(((((A*1.127)*1.127)*1.127)*1.127)*1.127)          12.70%  351,173       100%  351,173

(((((A*1.128)*1.128)*1.128)*1.128)*1.128)          12.80%  352,667       100%  352,667

(((((A*1.129)*1.129)*1.129)*1.129)*1.129)          12.90%  354,161       100%  354,161

(((((A*1.13)*1.13)*1.13)*1.13)*1.13)               13.00%  355,655       100%  355,655

(((((A*1.131)*1.131)*1.131)*1.131)*1.131)          13.10%  357,149       100%  357,149

(((((A*1.132)*1.132)*1.132)*1.132)*1.132)          13.20%  358,643       100%  358,643

(((((A*1.133)*1.133)*1.133)*1.133)*1.133)          13.30%  360,137       100%  360,137

(((((A*1.134)*1.134)*1.134)*1.134)*1.134)          13.40%  361,631       100%  361,631


                                       -9-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.135)*1.135)*1.135)*1.135)*1.135)          13.50%  363,125       100%  363,125

(((((A*1.136)*1.136)*1.136)*1.136)*1.136)          13.60%  364,619       100%  364,619

(((((A*1.137)*1.137)*1.137)*1.137)*1.137)          13.70%  366,113       100%  366,113

(((((A*1.138)*1.138)*1.138)*1.138)*1.138)          13.80%  367,607       100%  367,607

(((((A*1.139)*1.139)*1.139)*1.139)*1.139)          13.90%  369,101       100%  369,101

(((((A*1.14)*1.14)*1.14)*1.14)*1.14)               14.00%  370,595       100%  370,595

(((((A*1.141)*1.141)*1.141)*1.141)*1.141)          14.10%  370,595       100%  370,595

(((((A*1.142)*1.142)*1.142)*1.142)*1.142)          14.20%  370,595       100%  370,595

(((((A*1.143)*1.143)*1.143)*1.143)*1.143)          14.30%  370,595       100%  370,595

(((((A*1.144)*1.44)*1.144)*1.144)*1.144)           14.40%  370,595       100%  370,595

(((((A*1.145)*1.145)*1.145)*1.145)*1.145)          14.50%  370,595       100%  370,595

(((((A*1.146)*1.146)*1.146)*1.146)*1.146)          14.60%  370,595       100%  370,595

(((((A*1.147)*1.147)*1.147)*1.147)*1.147)          14.70%  370,595       100%  370,595

(((((A*1.148)*1.148)*1.148)*1.148)*1.148)          14.80%  370,595       100%  370,595

(((((A*1.149)*1.149)*1.149)*1.149)*1.149)          14.90%  370,595       100%  370,595

(((((A*1.15)*1.15)*1.15)*1.15)*1.15) +              15.0%+ 415,000       100%  415,000


*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4)

In the event of termination for a Qualified Reason, the number of shares earned
shall be measured at the end of the fiscal year in which the termination for a
Qualified Reason occurred, and shall be paid after the end of such fiscal year.
Accordingly, no Restricted Units will vest if termination occurs during fiscal
years 2006 or 2007.

                                      -10-

EX-10

                                                                    Exhibit 10.2

                       INTERMAGNETICS GENERAL CORPORATION

                      RESTRICTED STOCK UNIT AWARD AGREEMENT
                    (2000 STOCK OPTION AND STOCK AWARD PLAN)

                This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated March 14,
2005 and delivered by INTERMAGNETICS GENERAL CORPORATION, a Delaware corporation
(the "Corporation"), to Michael K. Burke an employee of the Corporation (the
"Grantee").

                WHEREAS, the Board of Directors of the Corporation (the "Board")
on July 26, 2000, adopted, and the shareholders of the Corporation at their 2000
Annual Meeting approved, the Corporation's 2000 Stock Option and Stock Award
Plan (the "Plan"), which is administered by the Compensation Committee of the
Board (the "Compensation Committee") and the Plan provides for the grant of
restricted stock unit awards (the "Restricted Units") to key employees of the
Corporation, in accordance with the terms and provisions thereof; and

                WHEREAS, the Board has determined that the Grantee shall be
given a restricted stock unit award pursuant to the Plan and subject to the
terms of this Agreement;

                NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

15.     Restricted Stock Unit Award.

        Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby awards the Grantee 135,000 Restricted Units (the "Award")
under the Plan. The Grantee accepts the Award and agrees to be bound by the
terms and conditions of this Agreement and the Plan with respect to the grant.

16.     Restricted Unit Account.

        The Corporation shall establish and maintain a Restricted Unit account
for and on behalf of the Grantee and shall record in such account the number of
Restricted Units awarded to the Grantee. No shares of Common Stock shall be
issued to the Grantee at the time the award is made, and the Grantee shall not
be, nor have any of the rights or privileges of, a shareowner of the Corporation
with respect to any Restricted Units recorded in the account.

17.     Interest not Transferable.

        Unless otherwise provided by law, the Grantee shall not have the right
to transfer or otherwise dispose of any interest in the Restricted Unit account,
and any attempted transfer or disposition of the account by the Grantee, whether
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition be voluntary, or involuntary, or by
judgment, levy, attachment, garnishment or any other legal or equitable



proceedings (including bankruptcy), shall be null and void and have no effect.
The Grantee shall not have any interest in any fund or specific asset of the
Corporation by reason of this award or the Restricted Unit account established
for the Grantee.

18.     Lapsing of Restrictions.

        The restrictions applicable to the Restricted Units shall lapse only
upon the achievement of the performance targets defined in Appendix A in
accordance with the schedule set forth in Appendix A. Restricted Units for which
the restrictions lapse in accordance with Appendix A shall be converted into
shares of the Corporation's Common Stock and distributed to the Grantee after
the Compensation Committee certification with respect to the Company's
performance as described in Section 6. The Grantee may make a deferral election
in accordance with the Corporation's Deferred Compensation Plan with respect to
any shares that are earned under this Agreement.

19.     Termination of Restricted Units.

        The period of performance covered by this award shall be from the last
day of the Company's fiscal year 2005 until the last day of the Company's fiscal
year 2010 (the "Performance Period"). Unless otherwise terminated or converted
into Common Stock in accordance with Appendix A, the Restricted Units shall
terminate and become null and void ninety (90) days after the expiration of the
Performance Period.

        Upon the termination of Grantee's employment relationship with the
Corporation for any reason (except as otherwise set forth below), any Restricted
Units for which the restrictions have not lapsed shall terminate. Upon
termination of Grantee's employment as a result of Board approved retirement
(consistent with the Corporation's policies regarding retirement), permanent
disability (as determined by the Board consistent with the Corporation's
disability plan) or death ("Qualified Reason"), the restrictions may lapse with
respect to, at a maximum, the number of Restricted Units granted to Grantee,
divided by the number of weeks in the Performance Period, multiplied by the
number of weeks employed during the Performance Period prior to Grantee's
termination for a Qualified Reason (the "Pro Rata Units"); provided, however,
that the restrictions shall lapse with respect to the Pro Rata Units only in
accordance with the Company's achievement of the performance targets provided in
Appendix A through the end of the fiscal year in which the Qualified Reason
occurs, as described on Appendix A.

        The Grantee's transfer within the Corporation or any of its subsidiaries
shall not be deemed to be a termination of the employment.

                                       -2-


20.     Procedures.

        Within sixty (60) days following the end of each of the Corporation's
fiscal years during the Performance Period, the Compensation Committee will
certify to the Corporation's Corporate Secretary the actual performance achieved
with respect to the criteria set forth in Appendix A. In addition, the
Compensation Committee will certify to the Corporation's Corporate Secretary any
Restricted Units with respect to which the restrictions have lapsed. Upon
receipt of such certification, the Corporate Secretary will cause the Company's
transfer agent to issue to the Grantee one share of the Company's Common Stock
for each Restricted Unit for which the restrictions have lapsed, subject to any
deferral election made by Grantee under the Corporation's Deferred Compensation
Plan.

        The obligation of the Corporation to deliver Stock shall, however, be
subject to the condition that if at any time the Compensation Committee shall
determine in its discretion that the listing, registration or qualification of
the shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of shares, the
shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Compensation Committee. The issuance of
shares to Grantee pursuant to this Agreement is subject to any applicable taxes
and other laws or regulations of the United States or of any state having
jurisdiction thereof.

21.     Grantee's Securities Law Representations.

        The Grantee hereby represents and warrants to the Corporation: (a) that
the Stock subject to the Restricted Units is being acquired for purposes of
investment and not with a view to distribution thereof; (b) that if Grantee is
or becomes an affiliate of the Corporation (as defined in regulations
promulgated by the Securities and Exchange Commission) prior to the time of any
proposed resale of shares acquired, or if such shares are not registered under
the Securities Act of 1933, as amended (the "1933 Act"), the Grantee will comply
with all applicable conditions of the 1933 Act and the rules and regulations
promulgated thereunder in effecting such resale; and (c) that the Grantee shall
not dispose of any shares of such Stock in any manner that is, or may involve
the Corporation in, a violation of any federal or state securities law,
including the 1933 Act.

        The Compensation Committee may require that the share certificates be
inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.

22.     Adjustment Upon Changes in Capitalization.

        In the event of any change in the number or class of shares of Stock
outstanding, by reason of a stock dividend, stock split, subdivision or
combination of shares, a merger or consolidation in which the Corporation is the
surviving corporation, or any other change in capitalization, the number and
class of Restricted Units shall be adjusted by the Compensation Committee in the
same manner as stock options are adjusted under the Plan.

                                       -3-


23.     Changes In Control.

        The restrictions will lapse as to 100% of the Restricted Units upon a
"Change in Control" as that term is defined in the Plan.

24.     Employment Not Affected.

        The granting of the Award shall not be construed to create an obligation
on the part of the Corporation or its subsidiaries to continue Grantee's
employment. Except as may otherwise be provided in a written agreement between
Grantee and the Corporation (or its subsidiary), the Corporation and its
subsidiaries specifically reserve the right to terminate at will, with or
without cause, the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise).

25.     Amendment of Award.

        The Award may be amended, in whole or in part, by the Compensation
Committee at any time if it determines, in its sole discretion, that such
amendment is necessary or advisable in the light of any addition to or change
in: (a) the Code or regulations issued thereunder or (b) any federal or state
securities law or other law or regulation, which change occurs after the grant
of the Award and by its terms retroactively applies to the Award; provided,
however, that no such amendment shall, without the Grantee's consent, materially
adversely affect Grantee's rights in and to the Restricted Units.

26.     Notice.

        Notices to the Corporation shall be addressed to it in care of its Chief
Financial Officer or Corporate Secretary, and any notice to the Grantee shall be
addressed to the current address shown on the Corporation's payroll records. Any
notice shall be deemed duly given if delivered in writing directly to the
recipient or by registered or certified mail, postage prepaid.

27.     Incorporation of 2000 Stock Option and Stock Award Plan by Reference.

        The Award is granted pursuant to the terms of the Corporation's 2000
Stock Option and Stock Award Plan, as in effect from time to time, the terms of
which are incorporated herein by reference, and shall in all respects be
interpreted in accordance therewith. The Compensation Committee shall have full
authority to interpret and construe the Award, in its sole discretion, and its
decision shall be conclusive and binding upon any question of law or fact
arising hereunder and shall be enforceable at law or in equity by any court of
competent jurisdiction.

28.     Governing Law.

        The validity, construction, interpretation and effect of this instrument
and any other matter arising under this instrument shall exclusively be governed
by, and determined in accordance with applicable Federal law and the laws of the
State of New York, without regard to New York rules for conflicts of law.

                                       -4-


        IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Award Agreement as of the date first written above.

Attest:                                   INTERMAGNETICS GENERAL CORPORATION


/s/ Katherine M. Sheehan                  By: /s/ Glenn H. Epstein
- ----------------------------                  ----------------------------------
Katherine M. Sheehan                          Glenn H. Epstein
Corporate Secretary                           Chairman & Chief Executive Officer

        I hereby accept the award of Restricted Units described in this
Agreement, and I agree to be bound by the terms of the Plan and this Agreement.
I hereby further agree that all decisions and determinations of the Compensation
Committee with respect to the Restricted Units shall be final and binding.


/s/ Michael K. Burke
- ----------------------------
Michael K. Burke

                                       -5-


APPENDIX A

                           RESTRICTED STOCK UNIT AWARD
                    PERFORMANCE TARGETS AND VESTING SCHEDULE

I.      DEFINITIONS

        "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below)
as measured at the end of each fiscal year of the Performance Period. Growth
shall be measured off of the Base Year Pre-Tax EPX.

        "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share
divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final
Base Year earnings per share excluding certain items as approved by the Board
consistent with past practice and reported by the company in its fiscal year end
earnings release.

        "Fully Diluted Shares" shall mean total diluted shares as reported in
the Company's Consolidated Income Statement for each fiscal year of the
Performance Period, but shall exclude the dilutive effect of any restricted
stock or restricted stock unit awards granted during the Performance Period and
all options, restricted stock and other equity compensation granted to Directors
during the Performance Period.

        "Investment Grade" shall mean an investment rating of not less than BBB-
or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor
Service or Fitch). If, at the time of measurement, the Corporation's debt is not
rated, then it shall be considered Investment Grade.

        "Pre-Tax Earnings" shall mean the Corporation's earnings before income
taxes as reported in the Company's Consolidated Income Statement for each fiscal
year of the Performance Period, excluding any non-cash charge incurred in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for any restricted stock or restricted stock unit awards granted
during the Performance Period and all options, restricted stock and other equity
compensation granted to Directors during the Performance Period.

        "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted
Shares.

II.     PERFORMANCE TARGETS



135,000 Restricted Units   47,250 Threshold    108,000 Intermediate   135,000 Stretch
- ------------------------   ----------------    --------------------   ---------------
                                                             
Growth                     8% Compounded       11% Compounded         15% Compounded


Corporation's debt must be Investment Grade at the end of the Performance
Period, and in any year in which vesting occurs.

                                       -6-


III.    VESTING SCHEDULE

The restrictions will lapse with respect to the corresponding number of
Restricted Units associated with the performance targets set forth in II above
based on the following schedule. This schedule shall be adjusted for any change
in the number or class of shares of Stock outstanding, by reason of a stock
dividend, stock split, subdivision or combination of shares.

"A" equals Base Year Pre-Tax EPX



                                                            Share       %      Shares
Year 3 allocation                             EPS Growth    Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                   
(((A*1.08)*1.08)*1.08)                         8%-10.4%     47,250        15%    7,088

(((A*1.105)*1.105)*1.105)                     10.5%-14.9%  108,000        15%   16,200

(((A*1.15)*1.15)*1.15) +                         15%+      135,000        15%   20,250




                                                            Share       %      Shares
Year 4 allocation                             EPS Growth    Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                   
((((A*1.08)*1.08)*1.08)*1.08)                  8%-10.4%     47,250        20%    9,450

((((A*1.105)*1.105)*1.105)*1.105)             10.5%-14.9%  108,000        20%   21,600

((((A*1.15)*1.15)*1.15)*1.15) +                  15%+      135,000        20%   27,000




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.08)*1.08)*1.08)*1.08)*1.08)                8.00%   47,250       100%   47,250

(((((A*1.081)*1.081)*1.081)*1.081)*1.081)           8.10%   49,275       100%   49,275

(((((A*1.082)*1.082)*1.082)*1.082)*1.082)           8.20%   51,300       100%   51,300

(((((A*1.083)*1.083)*1.083)*1.083)*1.083)           8.30%   53,325       100%   53,325

(((((A*1.084)*1.084)*1.084)*1.084)*1.084)           8.40%   55,350       100%    55,350

(((((A*1.085)*1.085)*1.085)*1.085)*1.085)           8.50%   57,375       100%   57,375

(((((A*1.086)*1.086)*1.086)*1.086)*1.086)           8.60%   59,400       100%   59,400

(((((A*1.087)*1.087)*1.087)*1.087)*1.087)           8.70%   61,425       100%   61,425

(((((A*1.088)*1.088)*1.088)*1.088)*1.088)           8.80%   63,450       100%   63,450


                                       -7-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.089)*1.089)*1.089)*1.089)*1.089)           8.90%   65,475       100%   65,475

(((((A*1.09)*1.09)*1.09)*1.09)*1.09)                9.00%   67,500       100%   67,500

(((((A*1.091)*1.091)*1.091)*1.091)*1.091)           9.10%   69,430       100%   69,430

(((((A*1.092)*1.092)*1.092)*1.092)*1.092)           9.20%   71,360       100%   71,360

(((((A*1.093)*1.093)*1.093)*1.093)*1.093)           9.30%   73,290       100%   73,290

(((((A*1.094)*1.094)*1.094)*1.094)*1.094)           9.40%   75,220       100%   75,220

(((((A*1.095)*1.095)*1.095)*1.095)*1.095)           9.50%   77,150       100%   77,150

(((((A*1.096)*1.096)*1.096)*1.096)*1.096)           9.60%   79,080       100%   79,080

(((((A*1.097)*1.097)*1.097)*1.097)*1.097)           9.70%   81,010       100%   81,010

(((((A*1.098)*1.098)*1.098)*1.098)*1.098)           9.80%   82,940       100%   82,940

(((((A*1.099)*1.099)*1.099)*1.099)*1.099)           9.90%   84,870       100%   84,870

(((((A*1.1)*1.1)*1.1)*1.1)*1.1)                    10.00%   86,805       100%   86,805

(((((A*1.101)*1.101)*1.101)*1.101)*1.101)          10.10%   88,924       100%   88,924

(((((A*1.102)*1.102)*1.102)*1.102)*1.102)          10.20%   91,043       100%   91,043

(((((A*1.103)*1.103)*1.103)*1.103)*1.103)          10.30%   93,162       100%   93,162

(((((A*1.104)*1.104)*1.104)*1.104)*1.104)          10.40%   95,281       100%   95,281

(((((A*1.105)*1.105)*1.105)*1.105)*1.105)          10.50%   97,400       100%   97,400

(((((A*1.106)*1.106)*1.106)*1.106)*1.106)          10.60%   99,519       100%   99,519

(((((A*1.107)*1.107)*1.107)*1.107)*1.107)          10.70%  101,638       100%  101,638

(((((A*1.108)*1.108)*1.108)*1.108)*1.108)          10.80%  103,757       100%  103,757

(((((A*1.109)*1.109)*1.109)*1.109)*1.109)          10.90%  105,876       100%  105,876

(((((A*1.11)*1.11)*1.11)*1.11)*1.11)               11.00%  108,000       100%  108,000

(((((A*1.111)*1.111)*1.111)*1.111)*1.111)          11.10%  108,283       100%  108,283


                                       -8-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.112)*1.112)*1.112)*1.112)*1.112)          11.20%  108,566       100%  108,566

(((((A*1.113)*1.113)*1.113)*1.113)*1.113)          11.30%  108,849       100%  108,849

(((((A*1.114)*1.114)*1.114)*1.114)*1.114)          11.40%  109,132       100%  109,132

(((((A*1.115)*1.115)*1.115)*1.115)*1.115)          11.50%  109,415       100%  109,415

(((((A*1.116)*1.116)*1.116)*1.116)*1.116)          11.60%  109,698       100%  109,698

(((((A*1.117)*1.117)*1.117)*1.117)*1.117)          11.70%  109,981       100%  109,981

(((((A*1.118)*1.118)*1.118)*1.118)*1.118)          11.80%  110,264       100%  110,264

(((((A*1.119)*1.119)*1.119)*1.119)*1.119)          11.90%  110,547       100%  110,547

(((((A*1.12)*1.12)*1.12)*1.12)*1.12)               12.00%  110,835       100%  110,835

(((((A*1.121)*1.121)*1.121)*1.121)*1.121)          12.10%  111,321       100%  111,321

(((((A*1.122)*1.122)*1.122)*1.122)*1.122)          12.20%  111,807       100%  111,807

(((((A*1.123)*1.123)*1.123)*1.123)*1.123)          12.30%  112,293       100%  112,293

(((((A*1.124)*1.124)*1.124)*1.124)*1.124)          12.40%  112,779       100%  112,779

(((((A*1.125)*1.125)*1.125)*1.125)*1.125)          12.50%  113,265       100%  113,265

(((((A*1.126)*1.126)*1.126)*1.126)*1.126)          12.60%  113,751       100%  113,751

(((((A*1.127)*1.127)*1.127)*1.127)*1.127)          12.70%  114,237       100%  114,237

(((((A*1.128)*1.128)*1.128)*1.128)*1.128)          12.80%  114,723       100%  114,723

(((((A*1.129)*1.129)*1.129)*1.129)*1.129)          12.90%  115,209       100%  115,209

(((((A*1.13)*1.13)*1.13)*1.13)*1.13)               13.00%  115,695       100%  115,695

(((((A*1.131)*1.131)*1.131)*1.131)*1.131)          13.10%  116,181       100%  116,181

(((((A*1.132)*1.132)*1.132)*1.132)*1.132)          13.20%  116,667       100%  116,667

(((((A*1.133)*1.133)*1.133)*1.133)*1.133)          13.30%  117,153       100%  117,153

(((((A*1.134)*1.134)*1.134)*1.134)*1.134)          13.40%  117,639       100%  117,639


                                       -9-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                   
(((((A*1.135)*1.135)*1.135)*1.135)*1.135)          13.50%  118,125       100%  118,125

(((((A*1.136)*1.136)*1.136)*1.136)*1.136)          13.60%  118,611       100%  118,611

(((((A*1.137)*1.137)*1.137)*1.137)*1.137)          13.70%  119,097       100%  119,097

(((((A*1.138)*1.138)*1.138)*1.138)*1.138)          13.80%  119,583       100%  119,583

(((((A*1.139)*1.139)*1.139)*1.139)*1.139)          13.90%  120,069       100%  120,069

(((((A*1.14)*1.14)*1.14)*1.14)*1.14)               14.00%  120,555       100%  120,555

(((((A*1.141)*1.141)*1.141)*1.141)*1.141)          14.10%  120,555       100%  120,555

(((((A*1.142)*1.142)*1.142)*1.142)*1.142)          14.20%  120,555       100%  120,555

(((((A*1.143)*1.143)*1.143)*1.143)*1.143)          14.30%  120,555       100%  120,555

(((((A*1.144)*1.44)*1.144)*1.144)*1.144)           14.40%  120,555       100%  120,555

(((((A*1.145)*1.145)*1.145)*1.145)*1.145)          14.50%  120,555       100%  120,555

(((((A*1.146)*1.146)*1.146)*1.146)*1.146)          14.60%  120,555       100%  120,555

(((((A*1.147)*1.147)*1.147)*1.147)*1.147)          14.70%  120,555       100%  120,555

(((((A*1.148)*1.148)*1.148)*1.148)*1.148)          14.80%  120,555       100%  120,555

(((((A*1.149)*1.149)*1.149)*1.149)*1.149)          14.90%  120,555       100%  120,555

(((((A*1.15)*1.15)*1.15)*1.15)*1.15) +              15.0%+ 135,000       100%  135,000


*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4)

In the event of termination for a Qualified Reason, the number of shares earned
shall be measured at the end of the fiscal year in which the termination for a
Qualified Reason occurred, and shall be paid after the end of such fiscal year.
Accordingly, no Restricted Units will vest if termination occurs during fiscal
years 2006 or 2007.

                                      -10-

EX-10

                                                                    Exhibit 10.3

                       INTERMAGNETICS GENERAL CORPORATION

                      RESTRICTED STOCK UNIT AWARD AGREEMENT
                    (2000 STOCK OPTION AND STOCK AWARD PLAN)

                This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated March 14,
2005 and delivered by INTERMAGNETICS GENERAL CORPORATION, a Delaware corporation
(the "Corporation"), to Michael Mainelli an employee of Invivo Corporation, a
subsidiary of the Corporation (the "Grantee").

                WHEREAS, the Board of Directors of the Corporation (the "Board")
on July 26, 2000, adopted, and the shareholders of the Corporation at their 2000
Annual Meeting approved, the Corporation's 2000 Stock Option and Stock Award
Plan (the "Plan"), which is administered by the Compensation Committee of the
Board (the "Compensation Committee") and the Plan provides for the grant of
restricted stock unit awards (the "Restricted Units") to key employees of the
Corporation, in accordance with the terms and provisions thereof; and

                WHEREAS, the Board has determined that the Grantee shall be
given a restricted stock unit award pursuant to the Plan and subject to the
terms of this Agreement;

                NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

29.     Restricted Stock Unit Award.

        Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby awards the Grantee 80,000 Restricted Units (the "Award")
under the Plan. The Grantee accepts the Award and agrees to be bound by the
terms and conditions of this Agreement and the Plan with respect to the grant.

30.     Restricted Unit Account.

        The Corporation shall establish and maintain a Restricted Unit account
for and on behalf of the Grantee and shall record in such account the number of
Restricted Units awarded to the Grantee. No shares of Common Stock shall be
issued to the Grantee at the time the award is made, and the Grantee shall not
be, nor have any of the rights or privileges of, a shareowner of the Corporation
with respect to any Restricted Units recorded in the account.

31.     Interest not Transferable.

        Unless otherwise provided by law, the Grantee shall not have the right
to transfer or otherwise dispose of any interest in the Restricted Unit account,
and any attempted transfer or disposition of the account by the Grantee, whether
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition be voluntary, or involuntary, or by
judgment, levy, attachment, garnishment or any other legal or equitable



proceedings (including bankruptcy), shall be null and void and have no effect.
The Grantee shall not have any interest in any fund or specific asset of the
Corporation by reason of this award or the Restricted Unit account established
for the Grantee.

32.     Lapsing of Restrictions.

        The restrictions applicable to the Restricted Units shall lapse only
upon the achievement of the performance targets defined in Appendix A in
accordance with the schedule set forth in Appendix A. Restricted Units for which
the restrictions lapse in accordance with Appendix A shall be converted into
shares of the Corporation's Common Stock and distributed to the Grantee after
the Compensation Committee certification with respect to the Company's
performance as described in Section 6. The Grantee may make a deferral election
in accordance with the Corporation's Deferred Compensation Plan with respect to
any shares that are earned under this Agreement.

33.     Termination of Restricted Units.

        The period of performance covered by this award shall be from the last
day of the Company's fiscal year 2005 until the last day of the Company's fiscal
year 2010 (the "Performance Period"). Unless otherwise terminated or converted
into Common Stock in accordance with Appendix A, the Restricted Units shall
terminate and become null and void ninety (90) days after the expiration of the
Performance Period.

        Upon the termination of Grantee's employment relationship with the
Corporation for any reason (except as otherwise set forth below), any Restricted
Units for which the restrictions have not lapsed shall terminate. Upon
termination of Grantee's employment as a result of Board approved retirement
(consistent with the Corporation's policies regarding retirement), permanent
disability (as determined by the Board consistent with the Corporation's
disability plan) or death ("Qualified Reason"), the restrictions may lapse with
respect to, at a maximum, the number of Restricted Units granted to Grantee,
divided by the number of weeks in the Performance Period, multiplied by the
number of weeks employed during the Performance Period prior to Grantee's
termination for a Qualified Reason (the "Pro Rata Units"); provided, however,
that the restrictions shall lapse with respect to the Pro Rata Units only in
accordance with the Company's achievement of the performance targets provided in
Appendix A through the end of the fiscal year in which the Qualified Reason
occurs, as described on Appendix A.

        The Grantee's transfer within the Corporation or any of its subsidiaries
shall not be deemed to be a termination of the employment.

                                       -2-


34.     Procedures.

        Within sixty (60) days following the end of each of the Corporation's
fiscal years during the Performance Period, the Compensation Committee will
certify to the Corporation's Corporate Secretary the actual performance achieved
with respect to the criteria set forth in Appendix A. In addition, the
Compensation Committee will certify to the Corporation's Corporate Secretary any
Restricted Units with respect to which the restrictions have lapsed. Upon
receipt of such certification, the Corporate Secretary will cause the Company's
transfer agent to issue to the Grantee one share of the Company's Common Stock
for each Restricted Unit for which the restrictions have lapsed, subject to any
deferral election made by Grantee under the Corporation's Deferred Compensation
Plan.

        The obligation of the Corporation to deliver Stock shall, however, be
subject to the condition that if at any time the Compensation Committee shall
determine in its discretion that the listing, registration or qualification of
the shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of shares, the
shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Compensation Committee. The issuance of
shares to Grantee pursuant to this Agreement is subject to any applicable taxes
and other laws or regulations of the United States or of any state having
jurisdiction thereof.

35.     Grantee's Securities Law Representations.

        The Grantee hereby represents and warrants to the Corporation: (a) that
the Stock subject to the Restricted Units is being acquired for purposes of
investment and not with a view to distribution thereof; (b) that if Grantee is
or becomes an affiliate of the Corporation (as defined in regulations
promulgated by the Securities and Exchange Commission) prior to the time of any
proposed resale of shares acquired, or if such shares are not registered under
the Securities Act of 1933, as amended (the "1933 Act"), the Grantee will comply
with all applicable conditions of the 1933 Act and the rules and regulations
promulgated thereunder in effecting such resale; and (c) that the Grantee shall
not dispose of any shares of such Stock in any manner that is, or may involve
the Corporation in, a violation of any federal or state securities law,
including the 1933 Act.

        The Compensation Committee may require that the share certificates be
inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.

36.     Adjustment Upon Changes in Capitalization.

        In the event of any change in the number or class of shares of Stock
outstanding, by reason of a stock dividend, stock split, subdivision or
combination of shares, a merger or consolidation in which the Corporation is the
surviving corporation, or any other change in capitalization, the number and
class of Restricted Units shall be adjusted by the Compensation Committee in the
same manner as stock options are adjusted under the Plan.

                                       -3-


37.     Changes In Control.

        The restrictions will lapse as to 100% of the Restricted Units upon a
"Change in Control" as that term is defined in the Plan.

38.     Employment Not Affected.

        The granting of the Award shall not be construed to create an obligation
on the part of the Corporation or its subsidiaries to continue Grantee's
employment. Except as may otherwise be provided in a written agreement between
Grantee and the Corporation (or its subsidiary), the Corporation and its
subsidiaries specifically reserve the right to terminate at will, with or
without cause, the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise).

39.     Amendment of Award.

        The Award may be amended, in whole or in part, by the Compensation
Committee at any time if it determines, in its sole discretion, that such
amendment is necessary or advisable in the light of any addition to or change
in: (a) the Code or regulations issued thereunder or (b) any federal or state
securities law or other law or regulation, which change occurs after the grant
of the Award and by its terms retroactively applies to the Award; provided,
however, that no such amendment shall, without the Grantee's consent, materially
adversely affect Grantee's rights in and to the Restricted Units.

40.     Notice.

        Notices to the Corporation shall be addressed to it in care of its Chief
Financial Officer or Corporate Secretary, and any notice to the Grantee shall be
addressed to the current address shown on the Corporation's payroll records. Any
notice shall be deemed duly given if delivered in writing directly to the
recipient or by registered or certified mail, postage prepaid.

41.     Incorporation of 2000 Stock Option and Stock Award Plan by Reference.

        The Award is granted pursuant to the terms of the Corporation's 2000
Stock Option and Stock Award Plan, as in effect from time to time, the terms of
which are incorporated herein by reference, and shall in all respects be
interpreted in accordance therewith. The Compensation Committee shall have full
authority to interpret and construe the Award, in its sole discretion, and its
decision shall be conclusive and binding upon any question of law or fact
arising hereunder and shall be enforceable at law or in equity by any court of
competent jurisdiction.

42.     Governing Law.

        The validity, construction, interpretation and effect of this instrument
and any other matter arising under this instrument shall exclusively be governed
by, and determined in accordance with applicable Federal law and the laws of the
State of New York, without regard to New York rules for conflicts of law.

                                       -4-


        IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Award Agreement as of the date first written above.

Attest:                                   INTERMAGNETICS GENERAL CORPORATION


/s/ Katherine M. Sheehan                  By: /s/ Glenn H. Epstein
- --------------------------                    ----------------------------------
Katherine M. Sheehan                          Glenn H. Epstein
Corporate Secretary                           Chairman & Chief Executive Officer

        I hereby accept the award of Restricted Units described in this
Agreement, and I agree to be bound by the terms of the Plan and this Agreement.
I hereby further agree that all decisions and determinations of the Compensation
Committee with respect to the Restricted Units shall be final and binding.


/s/ Michael Mainelli
- --------------------------------
Michael Mainelli

                                       -5-


APPENDIX A

                           RESTRICTED STOCK UNIT AWARD
                    PERFORMANCE TARGETS AND VESTING SCHEDULE

I.      DEFINITIONS

        "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below)
as measured at the end of each fiscal year of the Performance Period. Growth
shall be measured off of the Base Year Pre-Tax EPX.

        "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share
divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final
Base Year earnings per share excluding certain items as approved by the Board
consistent with past practice and reported by the company in its fiscal year end
earnings release.

        "Fully Diluted Shares" shall mean total diluted shares as reported in
the Company's Consolidated Income Statement for each fiscal year of the
Performance Period, but shall exclude the dilutive effect of any restricted
stock or restricted stock unit awards granted during the Performance Period and
all options, restricted stock and other equity compensation granted to Directors
during the Performance Period.

        "Investment Grade" shall mean an investment rating of not less than BBB-
or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor
Service or Fitch). If, at the time of measurement, the Corporation's debt is not
rated, then it shall be considered Investment Grade.

        "Pre-Tax Earnings" shall mean the Corporation's earnings before income
taxes as reported in the Company's Consolidated Income Statement for each fiscal
year of the Performance Period, excluding any non-cash charge incurred in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for any restricted stock or restricted stock unit awards granted
during the Performance Period and all options, restricted stock and other equity
compensation granted to Directors during the Performance Period.

        "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted
Shares.

II.     PERFORMANCE TARGETS



80,000 Restricted Units    28,000 Threshold    64,000 Intermediate    80,000 Stretch
- -----------------------    ----------------    -------------------    --------------
                                                             
Growth                     8% Compounded       11% Compounded         15% Compounded


Corporation's debt must be Investment Grade at the end of the Performance
Period, and in any year in which vesting occurs.

                                       -6-


III.    VESTING SCHEDULE

The restrictions will lapse with respect to the corresponding number of
Restricted Units associated with the performance targets set forth in II above
based on the following schedule. This schedule shall be adjusted for any change
in the number or class of shares of Stock outstanding, by reason of a stock
dividend, stock split, subdivision or combination of shares.

"A" equals Base Year Pre-Tax EPX



                                                            Share       %      Shares
Year 3 allocation                             EPS Growth    Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                    
(((A*1.08)*1.08)*1.08)                         8%-10.4%     28,000        15%    4,200

(((A*1.105)*1.105)*1.105)                     10.5%-14.9%   64,000        15%    9,600

(((A*1.15)*1.15)*1.15) +                         15%+       80,000        15%   12,000




                                                            Share       %      Shares
Year 4 allocation                             EPS Growth    Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                    
((((A*1.08)*1.08)*1.08)*1.08)                  8%-10.4%     28,000        20%    5,600

((((A*1.105)*1.105)*1.105)*1.105)             10.5%-14.9%   64,000        20%   12,800

((((A*1.15)*1.15)*1.15)*1.15) +                  15%+       80,000        20%   16,000




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.08)*1.08)*1.08)*1.08)*1.08)                8.00%   28,000       100%   28,000

(((((A*1.081)*1.081)*1.081)*1.081)*1.081)           8.10%   29,200       100%   29,200

(((((A*1.082)*1.082)*1.082)*1.082)*1.082)           8.20%   30,400       100%   30,400

(((((A*1.083)*1.083)*1.083)*1.083)*1.083)           8.30%   31,600       100%   31,600

(((((A*1.084)*1.084)*1.084)*1.084)*1.084)           8.40%   32,800       100%   32,800

(((((A*1.085)*1.085)*1.085)*1.085)*1.085)           8.50%   34,000       100%   34,000

(((((A*1.086)*1.086)*1.086)*1.086)*1.086)           8.60%   35,200       100%   35,200

(((((A*1.087)*1.087)*1.087)*1.087)*1.087)           8.70%   36,400       100%   36,400

(((((A*1.088)*1.088)*1.088)*1.088)*1.088)           8.80%   37,600       100%   37,600


                                       -7-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.089)*1.089)*1.089)*1.089)*1.089)           8.90%   38,800       100%   38,800

(((((A*1.09)*1.09)*1.09)*1.09)*1.09)                9.00%   40,000       100%   40,000

(((((A*1.091)*1.091)*1.091)*1.091)*1.091)           9.10%   41,144       100%   41,144

(((((A*1.092)*1.092)*1.092)*1.092)*1.092)           9.20%   42,288       100%   42,288

(((((A*1.093)*1.093)*1.093)*1.093)*1.093)           9.30%   43,432       100%   43,432

(((((A*1.094)*1.094)*1.094)*1.094)*1.094)           9.40%   44,576       100%   44,576

(((((A*1.095)*1.095)*1.095)*1.095)*1.095)           9.50%   45,720       100%   45,720

(((((A*1.096)*1.096)*1.096)*1.096)*1.096)           9.60%   46,864       100%   46,864

(((((A*1.097)*1.097)*1.097)*1.097)*1.097)           9.70%   48,008       100%   48,008

(((((A*1.098)*1.098)*1.098)*1.098)*1.098)           9.80%   49,152       100%   49,152

(((((A*1.099)*1.099)*1.099)*1.099)*1.099)           9.90%   50,296       100%   50,296

(((((A*1.1)*1.1)*1.1)*1.1)*1.1)                    10.00%   51,440       100%   51,440

(((((A*1.101)*1.101)*1.101)*1.101)*1.101)          10.10%   52,696       100%   52,696

(((((A*1.102)*1.102)*1.102)*1.102)*1.102)          10.20%   53,952       100%   53,952

(((((A*1.103)*1.103)*1.103)*1.103)*1.103)          10.30%   55,208       100%   55,208

(((((A*1.104)*1.104)*1.104)*1.104)*1.104)          10.40%   56,464       100%   56,464

(((((A*1.105)*1.105)*1.105)*1.105)*1.105)          10.50%   57,720       100%   57,720

(((((A*1.106)*1.106)*1.106)*1.106)*1.106)          10.60%   58,976       100%   58,976

(((((A*1.107)*1.107)*1.107)*1.107)*1.107)          10.70%   60,232       100%   60,232

(((((A*1.108)*1.108)*1.108)*1.108)*1.108)          10.80%   61,488       100%   61,488

(((((A*1.109)*1.109)*1.109)*1.109)*1.109)          10.90%   62,744       100%   62,744

(((((A*1.11)*1.11)*1.11)*1.11)*1.11)               11.00%   64,000       100%   64,000

(((((A*1.111)*1.111)*1.111)*1.111)*1.111)          11.10%   64,168       100%   64,168


                                       -8-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.112)*1.112)*1.112)*1.112)*1.112)          11.20%   64,336       100%   64,336

(((((A*1.113)*1.113)*1.113)*1.113)*1.113)          11.30%   64,504       100%   64,504

(((((A*1.114)*1.114)*1.114)*1.114)*1.114)          11.40%   64,672       100%   64,672

(((((A*1.115)*1.115)*1.115)*1.115)*1.115)          11.50%   64,840       100%   64,840

(((((A*1.116)*1.116)*1.116)*1.116)*1.116)          11.60%   65,008       100%   65,008

(((((A*1.117)*1.117)*1.117)*1.117)*1.117)          11.70%   65,176       100%   65,176

(((((A*1.118)*1.118)*1.118)*1.118)*1.118)          11.80%   65,344       100%   65,344

(((((A*1.119)*1.119)*1.119)*1.119)*1.119)          11.90%   65,512       100%   65,512

(((((A*1.12)*1.12)*1.12)*1.12)*1.12)               12.00%   65,680       100%   65,680

(((((A*1.121)*1.121)*1.121)*1.121)*1.121)          12.10%   65,968       100%   65,968

(((((A*1.122)*1.122)*1.122)*1.122)*1.122)          12.20%   66,256       100%   66,256

(((((A*1.123)*1.123)*1.123)*1.123)*1.123)          12.30%   66,544       100%   66,544

(((((A*1.124)*1.124)*1.124)*1.124)*1.124)          12.40%   66,832       100%   66,832

(((((A*1.125)*1.125)*1.125)*1.125)*1.125)          12.50%   67,120       100%   67,120

(((((A*1.126)*1.126)*1.126)*1.126)*1.126)          12.60%   67,408       100%   67,408

(((((A*1.127)*1.127)*1.127)*1.127)*1.127)          12.70%   67,696       100%   67,696

(((((A*1.128)*1.128)*1.128)*1.128)*1.128)          12.80%   67,984       100%   67,984

(((((A*1.129)*1.129)*1.129)*1.129)*1.129)          12.90%   68,272       100%   68,272

(((((A*1.13)*1.13)*1.13)*1.13)*1.13)               13.00%   68,560       100%   68,560

(((((A*1.131)*1.131)*1.131)*1.131)*1.131)          13.10%   68,848       100%   68,848

(((((A*1.132)*1.132)*1.132)*1.132)*1.132)          13.20%   69,136       100%   69,136

(((((A*1.133)*1.133)*1.133)*1.133)*1.133)          13.30%   69,424       100%   69,424

(((((A*1.134)*1.134)*1.134)*1.134)*1.134)          13.40%   69,712       100%   69,712


                                       -9-




                                                            Share       %      Shares
Year 5 Allocation                             EPS Growth    Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.135)*1.135)*1.135)*1.135)*1.135)          13.50%   70,000       100%   70,000

(((((A*1.136)*1.136)*1.136)*1.136)*1.136)          13.60%   70,288       100%   70,288

(((((A*1.137)*1.137)*1.137)*1.137)*1.137)          13.70%   70,576       100%   70,576

(((((A*1.138)*1.138)*1.138)*1.138)*1.138)          13.80%   70,864       100%   70,864

(((((A*1.139)*1.139)*1.139)*1.139)*1.139)          13.90%   71,152       100%   71,152

(((((A*1.14)*1.14)*1.14)*1.14)*1.14)               14.00%   71,440       100%   71,440

(((((A*1.141)*1.141)*1.141)*1.141)*1.141)          14.10%   71,440       100%   71,440

(((((A*1.142)*1.142)*1.142)*1.142)*1.142)          14.20%   71,440       100%   71,440

(((((A*1.143)*1.143)*1.143)*1.143)*1.143)          14.30%   71,440       100%   71,440

(((((A*1.144)*1.44)*1.144)*1.144)*1.144)           14.40%   71,440       100%   71,440

(((((A*1.145)*1.145)*1.145)*1.145)*1.145)          14.50%   71,440       100%   71,440

(((((A*1.146)*1.146)*1.146)*1.146)*1.146)          14.60%   71,440       100%   71,440

(((((A*1.147)*1.147)*1.147)*1.147)*1.147)          14.70%   71,440       100%   71,440

(((((A*1.148)*1.148)*1.148)*1.148)*1.148)          14.80%   71,440       100%   71,440

(((((A*1.149)*1.149)*1.149)*1.149)*1.149)          14.90%   71,440       100%   71,440

(((((A*1.15)*1.15)*1.15)*1.15)*1.15) +              15.0%+  80,000       100%   80,000


*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4)

                                      -10-


In the event of termination for a Qualified Reason, the number of shares earned
shall be measured at the end of the fiscal year in which the termination for a
Qualified Reason occurred, and shall be paid after the end of such fiscal year.
Accordingly, no Restricted Units will vest if termination occurs during fiscal
years 2006 or 2007.

                                      -11-

EX-10

                                                                    Exhibit 10.4

                       INTERMAGNETICS GENERAL CORPORATION

                      RESTRICTED STOCK UNIT AWARD AGREEMENT
                    (2000 STOCK OPTION AND STOCK AWARD PLAN)

                This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated March 14,
2005 and delivered by INTERMAGNETICS GENERAL CORPORATION, a Delaware corporation
(the "Corporation"), to Thomas J. O'Brien an employee of the Corporation (the
"Grantee").

                WHEREAS, the Board of Directors of the Corporation (the "Board")
on July 26, 2000, adopted, and the shareholders of the Corporation at their 2000
Annual Meeting approved, the Corporation's 2000 Stock Option and Stock Award
Plan (the "Plan"), which is administered by the Compensation Committee of the
Board (the "Compensation Committee") and the Plan provides for the grant of
restricted stock unit awards (the "Restricted Units") to key employees of the
Corporation, in accordance with the terms and provisions thereof; and

                WHEREAS, the Board has determined that the Grantee shall be
given a restricted stock unit award pursuant to the Plan and subject to the
terms of this Agreement;

                NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

43.     Restricted Stock Unit Award.

        Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby awards the Grantee 80,000 Restricted Units (the "Award")
under the Plan. The Grantee accepts the Award and agrees to be bound by the
terms and conditions of this Agreement and the Plan with respect to the grant.

44.     Restricted Unit Account.

        The Corporation shall establish and maintain a Restricted Unit account
for and on behalf of the Grantee and shall record in such account the number of
Restricted Units awarded to the Grantee. No shares of Common Stock shall be
issued to the Grantee at the time the award is made, and the Grantee shall not
be, nor have any of the rights or privileges of, a shareowner of the Corporation
with respect to any Restricted Units recorded in the account.

45.     Interest not Transferable.

        Unless otherwise provided by law, the Grantee shall not have the right
to transfer or otherwise dispose of any interest in the Restricted Unit account,
and any attempted transfer or disposition of the account by the Grantee, whether
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition be voluntary, or involuntary, or by
judgment, levy, attachment, garnishment or any other legal or equitable



proceedings (including bankruptcy), shall be null and void and have no effect.
The Grantee shall not have any interest in any fund or specific asset of the
Corporation by reason of this award or the Restricted Unit account established
for the Grantee.

46.     Lapsing of Restrictions.

        The restrictions applicable to the Restricted Units shall lapse only
upon the achievement of the performance targets defined in Appendix A in
accordance with the schedule set forth in Appendix A. Restricted Units for which
the restrictions lapse in accordance with Appendix A shall be converted into
shares of the Corporation's Common Stock and distributed to the Grantee after
the Compensation Committee certification with respect to the Company's
performance as described in Section 6. The Grantee may make a deferral election
in accordance with the Corporation's Deferred Compensation Plan with respect to
any shares that are earned under this Agreement.

47.     Termination of Restricted Units.

        The period of performance covered by this award shall be from the last
day of the Company's fiscal year 2005 until the last day of the Company's fiscal
year 2010 (the "Performance Period"). Unless otherwise terminated or converted
into Common Stock in accordance with Appendix A, the Restricted Units shall
terminate and become null and void ninety (90) days after the expiration of the
Performance Period.

        Upon the termination of Grantee's employment relationship with the
Corporation for any reason (except as otherwise set forth below), any Restricted
Units for which the restrictions have not lapsed shall terminate. Upon
termination of Grantee's employment as a result of Board approved retirement
(consistent with the Corporation's policies regarding retirement), permanent
disability (as determined by the Board consistent with the Corporation's
disability plan) or death ("Qualified Reason"), the restrictions may lapse with
respect to, at a maximum, the number of Restricted Units granted to Grantee,
divided by the number of weeks in the Performance Period, multiplied by the
number of weeks employed during the Performance Period prior to Grantee's
termination for a Qualified Reason (the "Pro Rata Units"); provided, however,
that the restrictions shall lapse with respect to the Pro Rata Units only in
accordance with the Company's achievement of the performance targets provided in
Appendix A through the end of the fiscal year in which the Qualified Reason
occurs, as described on Appendix A.

        The Grantee's transfer within the Corporation or any of its subsidiaries
shall not be deemed to be a termination of the employment.

                                       -2-


48.     Procedures.

        Within sixty (60) days following the end of each of the Corporation's
fiscal years during the Performance Period, the Compensation Committee will
certify to the Corporation's Corporate Secretary the actual performance achieved
with respect to the criteria set forth in Appendix A. In addition, the
Compensation Committee will certify to the Corporation's Corporate Secretary any
Restricted Units with respect to which the restrictions have lapsed. Upon
receipt of such certification, the Corporate Secretary will cause the Company's
transfer agent to issue to the Grantee one share of the Company's Common Stock
for each Restricted Unit for which the restrictions have lapsed, subject to any
deferral election made by Grantee under the Corporation's Deferred Compensation
Plan.

        The obligation of the Corporation to deliver Stock shall, however, be
subject to the condition that if at any time the Compensation Committee shall
determine in its discretion that the listing, registration or qualification of
the shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of shares, the
shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Compensation Committee. The issuance of
shares to Grantee pursuant to this Agreement is subject to any applicable taxes
and other laws or regulations of the United States or of any state having
jurisdiction thereof.

49.     Grantee's Securities Law Representations.

        The Grantee hereby represents and warrants to the Corporation: (a) that
the Stock subject to the Restricted Units is being acquired for purposes of
investment and not with a view to distribution thereof; (b) that if Grantee is
or becomes an affiliate of the Corporation (as defined in regulations
promulgated by the Securities and Exchange Commission) prior to the time of any
proposed resale of shares acquired, or if such shares are not registered under
the Securities Act of 1933, as amended (the "1933 Act"), the Grantee will comply
with all applicable conditions of the 1933 Act and the rules and regulations
promulgated thereunder in effecting such resale; and (c) that the Grantee shall
not dispose of any shares of such Stock in any manner that is, or may involve
the Corporation in, a violation of any federal or state securities law,
including the 1933 Act.

        The Compensation Committee may require that the share certificates be
inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.

50.     Adjustment Upon Changes in Capitalization.

        In the event of any change in the number or class of shares of Stock
outstanding, by reason of a stock dividend, stock split, subdivision or
combination of shares, a merger or consolidation in which the Corporation is the
surviving corporation, or any other change in capitalization, the number and
class of Restricted Units shall be adjusted by the Compensation Committee in the
same manner as stock options are adjusted under the Plan.

                                       -3-


51.     Changes In Control.

        The restrictions will lapse as to 100% of the Restricted Units upon a
"Change in Control" as that term is defined in the Plan.

52.     Employment Not Affected.

        The granting of the Award shall not be construed to create an obligation
on the part of the Corporation or its subsidiaries to continue Grantee's
employment. Except as may otherwise be provided in a written agreement between
Grantee and the Corporation (or its subsidiary), the Corporation and its
subsidiaries specifically reserve the right to terminate at will, with or
without cause, the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise).

53.     Amendment of Award.

        The Award may be amended, in whole or in part, by the Compensation
Committee at any time if it determines, in its sole discretion, that such
amendment is necessary or advisable in the light of any addition to or change
in: (a) the Code or regulations issued thereunder or (b) any federal or state
securities law or other law or regulation, which change occurs after the grant
of the Award and by its terms retroactively applies to the Award; provided,
however, that no such amendment shall, without the Grantee's consent, materially
adversely affect Grantee's rights in and to the Restricted Units.

54.     Notice.

        Notices to the Corporation shall be addressed to it in care of its Chief
Financial Officer or Corporate Secretary, and any notice to the Grantee shall be
addressed to the current address shown on the Corporation's payroll records. Any
notice shall be deemed duly given if delivered in writing directly to the
recipient or by registered or certified mail, postage prepaid.

55.     Incorporation of 2000 Stock Option and Stock Award Plan by Reference.

        The Award is granted pursuant to the terms of the Corporation's 2000
Stock Option and Stock Award Plan, as in effect from time to time, the terms of
which are incorporated herein by reference, and shall in all respects be
interpreted in accordance therewith. The Compensation Committee shall have full
authority to interpret and construe the Award, in its sole discretion, and its
decision shall be conclusive and binding upon any question of law or fact
arising hereunder and shall be enforceable at law or in equity by any court of
competent jurisdiction.

56.     Governing Law.

        The validity, construction, interpretation and effect of this instrument
and any other matter arising under this instrument shall exclusively be governed
by, and determined in accordance with applicable Federal law and the laws of the
State of New York, without regard to New York rules for conflicts of law.

                                       -4-


        IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Award Agreement as of the date first written above.

Attest:                                   INTERMAGNETICS GENERAL CORPORATION


/s/Katherine M. Sheehan                   By: /s/ Glenn H. Epstein
- ------------------------------                ----------------------------------
Katherine M. Sheehan                          Glenn H. Epstein
Corporate Secretary                           Chairman & Chief Executive Officer

        I hereby accept the award of Restricted Units described in this
Agreement, and I agree to be bound by the terms of the Plan and this Agreement.
I hereby further agree that all decisions and determinations of the Compensation
Committee with respect to the Restricted Units shall be final and binding.


/s/ Thomas J. O'Brien
- ------------------------------
Thomas J. O'Brien

                                       -5-


APPENDIX A

                           RESTRICTED STOCK UNIT AWARD
                    PERFORMANCE TARGETS AND VESTING SCHEDULE

I.      DEFINITIONS

        "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below)
as measured at the end of each fiscal year of the Performance Period. Growth
shall be measured off of the Base Year Pre-Tax EPX.

        "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share
divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final
Base Year earnings per share excluding certain items as approved by the Board
consistent with past practice and reported by the company in its fiscal year end
earnings release.

        "Fully Diluted Shares" shall mean total diluted shares as reported in
the Company's Consolidated Income Statement for each fiscal year of the
Performance Period, but shall exclude the dilutive effect of any restricted
stock or restricted stock unit awards granted during the Performance Period and
all options, restricted stock and other equity compensation granted to Directors
during the Performance Period.

        "Investment Grade" shall mean an investment rating of not less than BBB-
or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor
Service or Fitch). If, at the time of measurement, the Corporation's debt is not
rated, then it shall be considered Investment Grade.

        "Pre-Tax Earnings" shall mean the Corporation's earnings before income
taxes as reported in the Company's Consolidated Income Statement for each fiscal
year of the Performance Period, excluding any non-cash charge incurred in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for any restricted stock or restricted stock unit awards granted
during the Performance Period and all options, restricted stock and other equity
compensation granted to Directors during the Performance Period.

        "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted
Shares.

II.      PERFORMANCE TARGETS



80,000 Restricted Units    28,000 Threshold    64,000 Intermediate    80,000 Stretch
- -----------------------    ----------------    -------------------    --------------
                                                             
Growth                     8% Compounded       11% Compounded         15% Compounded


Corporation's debt must be Investment Grade at the end of the Performance
Period, and in any year in which vesting occurs.

                                       -6-


III.    VESTING SCHEDULE

The restrictions will lapse with respect to the corresponding number of
Restricted Units associated with the performance targets set forth in II above
based on the following schedule. This schedule shall be adjusted for any change
in the number or class of shares of Stock outstanding, by reason of a stock
dividend, stock split, subdivision or combination of shares.

"A" equals Base Year Pre-Tax EPX



                                                 EPS        Share       %      Shares
Year 3 allocation                               Growth      Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                    
(((A*1.08)*1.08)*1.08)                         8%-10.4%     28,000        15%    4,200

(((A*1.105)*1.105)*1.105)                     10.5%-14.9%   64,000        15%    9,600

(((A*1.15)*1.15)*1.15) +                         15%+       80,000        15%   12,000




                                                 EPS        Share       %      Shares
Year 4 allocation                               Growth      Alloc    vesting   earned
- -----------------------------------------     ----------   -------   -------   ------
                                                                    
((((A*1.08)*1.08)*1.08)*1.08)                  8%-10.4%     28,000        20%    5,600

((((A*1.105)*1.105)*1.105)*1.105)             10.5%-14.9%   64,000        20%   12,800

((((A*1.15)*1.15)*1.15)*1.15) +                  15%+       80,000        20%   16,000




                                                 EPS        Share       %      Shares
Year 5 Allocation                               Growth      Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.08)*1.08)*1.08)*1.08)*1.08)                8.00%   28,000       100%   28,000

(((((A*1.081)*1.081)*1.081)*1.081)*1.081)           8.10%   29,200       100%   29,200

(((((A*1.082)*1.082)*1.082)*1.082)*1.082)           8.20%   30,400       100%   30,400

(((((A*1.083)*1.083)*1.083)*1.083)*1.083)           8.30%   31,600       100%   31,600

(((((A*1.084)*1.084)*1.084)*1.084)*1.084)           8.40%   32,800       100%   32,800

(((((A*1.085)*1.085)*1.085)*1.085)*1.085)           8.50%   34,000       100%   34,000

(((((A*1.086)*1.086)*1.086)*1.086)*1.086)           8.60%   35,200       100%   35,200

(((((A*1.087)*1.087)*1.087)*1.087)*1.087)           8.70%   36,400       100%   36,400


                                       -7-




                                                 EPS        Share       %      Shares
Year 5 Allocation                               Growth      Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.088)*1.088)*1.088)*1.088)*1.088)           8.80%   37,600       100%   37,600

(((((A*1.089)*1.089)*1.089)*1.089)*1.089)           8.90%   38,800       100%   38,800

(((((A*1.09)*1.09)*1.09)*1.09)*1.09)                9.00%   40,000       100%   40,000

(((((A*1.091)*1.091)*1.091)*1.091)*1.091)           9.10%   41,144       100%   41,144

(((((A*1.092)*1.092)*1.092)*1.092)*1.092)           9.20%   42,288       100%   42,288

(((((A*1.093)*1.093)*1.093)*1.093)*1.093)           9.30%   43,432       100%   43,432

(((((A*1.094)*1.094)*1.094)*1.094)*1.094)           9.40%   44,576       100%   44,576

(((((A*1.095)*1.095)*1.095)*1.095)*1.095)           9.50%   45,720       100%   45,720

(((((A*1.096)*1.096)*1.096)*1.096)*1.096)           9.60%   46,864       100%   46,864

(((((A*1.097)*1.097)*1.097)*1.097)*1.097)           9.70%   48,008       100%   48,008

(((((A*1.098)*1.098)*1.098)*1.098)*1.098)           9.80%   49,152       100%   49,152

(((((A*1.099)*1.099)*1.099)*1.099)*1.099)           9.90%   50,296       100%   50,296

(((((A*1.1)*1.1)*1.1)*1.1)*1.1)                    10.00%   51,440       100%   51,440

(((((A*1.101)*1.101)*1.101)*1.101)*1.101)          10.10%   52,696       100%   52,696

(((((A*1.102)*1.102)*1.102)*1.102)*1.102)          10.20%   53,952       100%   53,952

(((((A*1.103)*1.103)*1.103)*1.103)*1.103)          10.30%   55,208       100%   55,208

(((((A*1.104)*1.104)*1.104)*1.104)*1.104)          10.40%   56,464       100%   56,464

(((((A*1.105)*1.105)*1.105)*1.105)*1.105)          10.50%   57,720       100%   57,720

(((((A*1.106)*1.106)*1.106)*1.106)*1.106)          10.60%   58,976       100%   58,976

(((((A*1.107)*1.107)*1.107)*1.107)*1.107)          10.70%   60,232       100%   60,232

(((((A*1.108)*1.108)*1.108)*1.108)*1.108)          10.80%   61,488       100%   61,488

(((((A*1.109)*1.109)*1.109)*1.109)*1.109)          10.90%   62,744       100%   62,744

(((((A*1.11)*1.11)*1.11)*1.11)*1.11)               11.00%   64,000       100%   64,000


                                       -8-




                                                 EPS        Share       %      Shares
Year 5 Allocation                               Growth      Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.111)*1.111)*1.111)*1.111)*1.111)          11.10%   64,168       100%   64,168

(((((A*1.112)*1.112)*1.112)*1.112)*1.112)          11.20%   64,336       100%   64,336

(((((A*1.113)*1.113)*1.113)*1.113)*1.113)          11.30%   64,504       100%   64,504

(((((A*1.114)*1.114)*1.114)*1.114)*1.114)          11.40%   64,672       100%   64,672

(((((A*1.115)*1.115)*1.115)*1.115)*1.115)          11.50%   64,840       100%   64,840

(((((A*1.116)*1.116)*1.116)*1.116)*1.116)          11.60%   65,008       100%   65,008

(((((A*1.117)*1.117)*1.117)*1.117)*1.117)          11.70%   65,176       100%   65,176

(((((A*1.118)*1.118)*1.118)*1.118)*1.118)          11.80%   65,344       100%   65,344

(((((A*1.119)*1.119)*1.119)*1.119)*1.119)          11.90%   65,512       100%   65,512

(((((A*1.12)*1.12)*1.12)*1.12)*1.12)               12.00%   65,680       100%   65,680

(((((A*1.121)*1.121)*1.121)*1.121)*1.121)          12.10%   65,968       100%   65,968

(((((A*1.122)*1.122)*1.122)*1.122)*1.122)          12.20%   66,256       100%   66,256

(((((A*1.123)*1.123)*1.123)*1.123)*1.123)          12.30%   66,544       100%   66,544

(((((A*1.124)*1.124)*1.124)*1.124)*1.124)          12.40%   66,832       100%   66,832

(((((A*1.125)*1.125)*1.125)*1.125)*1.125)          12.50%   67,120       100%   67,120

(((((A*1.126)*1.126)*1.126)*1.126)*1.126)          12.60%   67,408       100%   67,408

(((((A*1.127)*1.127)*1.127)*1.127)*1.127)          12.70%   67,696       100%   67,696

(((((A*1.128)*1.128)*1.128)*1.128)*1.128)          12.80%   67,984       100%   67,984

(((((A*1.129)*1.129)*1.129)*1.129)*1.129)          12.90%   68,272       100%   68,272

(((((A*1.13)*1.13)*1.13)*1.13)*1.13)               13.00%   68,560       100%   68,560

(((((A*1.131)*1.131)*1.131)*1.131)*1.131)          13.10%   68,848       100%   68,848

(((((A*1.132)*1.132)*1.132)*1.132)*1.132)          13.20%   69,136       100%   69,136

(((((A*1.133)*1.133)*1.133)*1.133)*1.133)          13.30%   69,424       100%   69,424


                                       -9-




                                                 EPS        Share       %      Shares
Year 5 Allocation                               Growth      Alloc    vesting   earned*
- -----------------------------------------     ----------   -------   -------   -------
                                                                    
(((((A*1.134)*1.134)*1.134)*1.134)*1.134)          13.40%   69,712       100%   69,712

(((((A*1.135)*1.135)*1.135)*1.135)*1.135)          13.50%   70,000       100%   70,000

(((((A*1.136)*1.136)*1.136)*1.136)*1.136)          13.60%   70,288       100%   70,288

(((((A*1.137)*1.137)*1.137)*1.137)*1.137)          13.70%   70,576       100%   70,576

(((((A*1.138)*1.138)*1.138)*1.138)*1.138)          13.80%   70,864       100%   70,864

(((((A*1.139)*1.139)*1.139)*1.139)*1.139)          13.90%   71,152       100%   71,152

(((((A*1.14)*1.14)*1.14)*1.14)*1.14)               14.00%   71,440       100%   71,440

(((((A*1.141)*1.141)*1.141)*1.141)*1.141)          14.10%   71,440       100%   71,440

(((((A*1.142)*1.142)*1.142)*1.142)*1.142)          14.20%   71,440       100%   71,440

(((((A*1.143)*1.143)*1.143)*1.143)*1.143)          14.30%   71,440       100%   71,440

(((((A*1.144)*1.44)*1.144)*1.144)*1.144)           14.40%   71,440       100%   71,440

(((((A*1.145)*1.145)*1.145)*1.145)*1.145)          14.50%   71,440       100%   71,440

(((((A*1.146)*1.146)*1.146)*1.146)*1.146)          14.60%   71,440       100%   71,440

(((((A*1.147)*1.147)*1.147)*1.147)*1.147)          14.70%   71,440       100%   71,440

(((((A*1.148)*1.148)*1.148)*1.148)*1.148)          14.80%   71,440       100%   71,440

(((((A*1.149)*1.149)*1.149)*1.149)*1.149)          14.90%   71,440       100%   71,440

(((((A*1.15)*1.15)*1.15)*1.15)*1.15) +              15.0%+  80,000       100%   80,000


*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4)

In the event of termination for a Qualified Reason, the number of shares earned
shall be measured at the end of the fiscal year in which the termination for a
Qualified Reason occurred, and shall be paid after the end of such fiscal year.
Accordingly, no Restricted Units will vest if termination occurs during fiscal
years 2006 or 2007.

                                      -10-

EX-99

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE                                CONTACT:   GLENN H. EPSTEIN
NASDAQ:IMGC                                                     CHAIRMAN & CEO
                                                     CONTACT:   CATHY YUDZEVICH
                                                                IR MANAGER
                                                                (518) 782-1122

INTERMAGNETICS IMPLEMENTS NEW 5 YEAR PERFORMANCE-BASED EQUITY PROGRAM FOR
SENIOR MANAGEMENT

             LONG-TERM INCENTIVES TARGET 15% COMPOUND ANNUAL GROWTH
            IN PRE-TAX DILUTED EARNINGS PER SHARE THROUGH FISCAL 2010

LATHAM, NY, MARCH 16, 2005--INTERMAGNETICS GENERAL CORPORATION (NASDAQ: IMGC)
today announced that its Board of Directors has approved a new performance-based
long-term equity program for company management. The new restricted equity
grants will vest only if the company reaches specific growth targets in fiscal
years 2008, 2009 and 2010. The Board's action is designed to provide continued
long-term incentives to attract and retain a dynamic, growth-oriented management
team. In 2002, the board initiated a similar program that shifted the company's
equity incentive program from annual stock options that vest based on time to
performance-based blocks of restricted stock units that convert into common
stock only if company profits increase substantially during the term of the
plan.

The new grant program, which will be administered under the company's
shareholder-approved 2000 Stock Option and Stock Award Plan, provides for a
sliding scale of restricted stock units to be earned over the performance
period. If certain growth targets are achieved at the end of fiscal years 2008
and 2009, a minority of the restricted units will vest, but the majority is only
eligible to convert into common stock in fiscal 2010.

While a portion of the restricted units convert at an initial threshold of 8
percent compound annual growth, the vesting schedule is heavily weighted toward
achieving 15 percent compound growth in pre-tax earnings per diluted share
(excluding the non-cash charges associated with the program). Approximately 30
senior managers are expected to participate in the program, including the CEO
and CFO. Depending on the company's compound growth rate through May 2010,
approximately 1.3 million shares could be earned by plan participants.

"Based on the demonstrated success of the 2002 restricted stock equity program,
the Board of Directors continues to strongly believe that this method of issuing
performance-based equity will attract and retain the caliber of management
needed to continue to drive long-term creation of shareholder value," said
Michael E. Hoffman, chairman of the compensation committee of Intermagnetics'
Board of Directors. "We also believe that the 2002 program has been an integral
component of the doubling in shareholder value since its inception. The board
expects this management team to continue to deliver the growth required to fully
vest the shares in that initial program through the end of fiscal 2007.
Furthermore, the non-cash cost of performance-based restricted equity has proven
itself to be easily measured by shareholders and has been fully disclosed using
existing accounting principles that are well understood by the market.

                                     -More-



"The Board," Hoffman added, "continues to believe that it is most appropriate to
measure and reward performance by focusing on increases in profitability, rather
than changes in stock price solely over time. Management can influence growth
and profitability. It cannot directly influence the stock market. If our
executive team achieves the 15 percent goal, pre-tax earnings per share will
have doubled over the measurement period. We have defined the starting point for
the new program as the normalized pre-tax EPS for fiscal year 2005 ending May
29, 2005."

INTERMAGNETICS (www.intermagnetics.com) draws on the financial strength,
operational excellence and technical leadership in the market of Magnetic
Resonance Imaging (MRI) as well as its expanding businesses within Medical
Devices that encompass Invivo Diagnostic Imaging (focusing on MRI components &
imaging sub-systems) and Invivo Patient Care (focusing on monitoring & other
patient care devices). Intermagnetics is also a prominent participant in
superconducting applications for Energy Technology. The company has a more than
30-year history as a successful developer, manufacturer and marketer of
superconducting materials, high-field magnets, medical systems & components and
other specialized high-value added devices.

                                       ###

SAFE HARBOR STATEMENT: The statements contained in this press release that are
not historical fact are "forward-looking statements" which involve various
important assumptions, risks, uncertainties and other factors. These
forward-looking statements are based on currently available competitive,
financial and economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently uncertain and are
subject to risks, including but not limited to: the company's ability to meet
the performance, quality and price requirements of our customers, develop new
products and maintain gross margin levels through continued production cost
reductions and manufacturing efficiencies; the ability of the company's largest
customer to maintain and grow its share of the market for MRI systems; the
company's ability to successfully integrate acquisitions; and the company's
ability to invest sufficient resources in and obtain third-party funding for its
HTS development efforts and avoid the potential adverse impact of competitive
emerging patents; as well as other risks and uncertainties set forth herein and
in the company's Annual Report on Forms 10-K and 10-Q. Except for the company's
continuing obligation to disclose material information under federal securities
law, the company is not obligated to update its forward-looking statements even
though situations may change in the future. The company qualifies all of its
forward-looking statements by these cautionary statements.

                                       -2-