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): November 20, 2007

BOLT TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Connecticut	001-12075	06-0773922
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Four Duke Place, Norwalk, Connecticut	06854
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code (203) 853-0700

Not applicable

(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 communication 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 November 20, 2007, A-G Geophysical Products, Inc. (“A-G”), a subsidiary of Bolt Technology Corporation (the “Company”), and Michael C. Hedger, President of A-G, entered into an amendment of Mr. Hedger’s employment agreement with A-G to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The amendment (i) specifies the timing of payments which previously Mr. Hedger could elect to receive in installments or in a lump sum and (ii) provides for a six-month delay in the payment of any amounts due to Mr. Hedger upon his termination of employment to the extent required by Section 409A of the Code. The foregoing description of the amendment to the employment agreement between A-G and Mr. Hedger is qualified in its entirety by reference to the copy of the amendment which is attached as Exhibit 10.4 to this Current Report on Form 8-K and which is incorporated by reference herein.

Section 5— Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan

On November 20, 2007, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”). The Company’s Board of Directors (the “Board of Directors”) previously adopted the Plan on September 18, 2007, subject to stockholder approval.

The purpose of the Plan is to (i) provide employees, officers and directors of the Company and its subsidiaries with an additional incentive to use maximum efforts for the future success of the Company and its subsidiaries, and (ii) enhance the ability of the Company and its subsidiaries to attract, retain and motivate individuals upon whom the Company’s sustained growth and financial success depends by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.

Under the Plan, the number of shares of the Company’s Common Stock that may be issued pursuant to awards will not exceed, in the aggregate, 500,000 shares, subject to adjustment on changes in capitalization of the Company. Up to 500,000 of these shares may be issued pursuant to options, and up to 150,000 of these shares may be issued as awards of restricted stock. The Plan provides for the grant of awards to directors of the Company and employees and officers of the Company and its subsidiaries. Options

granted may either be incentive stock options intended to comply with Section 422 of the Code (“ISOs”), or non-qualified or compensatory stock options (“NQSOs”), or a combination of ISOs and NQSOs; provided however, that no ISOs may be granted to non-employee directors.

Each non-employee director of the Company elected by the Company’s stockholders at the Company’s Annual Meetings of Stockholders held in 2006 and 2007 was, and in years thereafter ending with the year 2015 will be, granted options to purchase 5,000 shares of the Company’s Common Stock on the date of his or her election to the Board of Directors and each year of election thereafter. In addition, under the terms of the Plan, the Company’s non-employee directors who were elected at the Company’s Annual Meetings of Stockholders held in 2003, 2004 and 2005 were granted an aggregate of options for 15,000 shares. Each option granted to a non-employee director shall have an option term of five years from the date it is granted and shall be first exercisable with respect to 25% of the shares covered under the grant in each of the second through fifth year of its term. Under the Plan, additional options may be granted and awards of restricted stock may be made to non-employee directors at the discretion of the committee.

The Plan will generally be administered by the Stock Option Committee, which is composed of two or more non-employee directors designated by the Board of Directors. If at any time the Board of Directors does not designate a Stock Option Committee, and for any awards granted to non-employee directors, the Board of Directors in its entirety will administer the Plan. References in this discussion to the committee mean either the Stock Option Committee or the Board of Directors acting in this capacity. The committee will have the power to determine eligibility and which eligible persons shall receive awards, the type, number, amount and terms of awards, any vesting, forfeiture or other provisions, and otherwise generally to administer and interpret the Plan. The Plan confers broad discretionary powers on the committee and provides for exculpation and indemnification with respect to the actions of the members of the committee.

No awards will be granted under the Plan after June 30, 2016; however, all awards granted under the Plan prior to such date shall remain in effect until, in the case of options, such options have been exercised or terminated in accordance with the Plan and the terms of such options, and in the case of restricted stock awards, all restrictions on the shares of stock subject to such awards have lapsed or the shares have been returned to the Company in accordance with the Plan and the terms of such awards.

The terms and conditions of the Plan are further described under the caption “Proposal 3 - Approval of the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan” in the Company’s Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on October 19, 2007.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Each recipient of a stock option award will enter into an Incentive Stock Option Agreement, a Nonqualified Stock Option Agreement or a Non-Employee Director Nonqualified Stock Option Agreement, as applicable, in the form attached to this Current Report on Form 8-K as Exhibit 10.1(i) through (iii), respectively, as may be modified by the committee from time to time in accordance with the Plan. Each recipient of a restricted stock award will enter into a Restricted Stock Award Agreement in the form attached to this Current Report on Form 8-K as Exhibit 10.1(iv), as may be modified by the committee from time to time in accordance with the Plan.

Amendment and Restatement of Bolt Technology Corporation Severance Compensation Plan

On November 20, 2007, the Company amended and restated the Bolt Technology Corporation Severance Compensation Plan to comply with Section 409A of the Code. The Bolt Technology Corporation Amended and Restated Severance Compensation Plan (the “Amended and Restated Plan”) provides for a six-month delay in the payment of any amounts due to participants under the Amended and Restated Plan to the extent required by Section 409A of the Code. The foregoing description of the amendment and restatement of the Bolt Technology Corporation Severance Compensation Plan is qualified in its entirety by reference to the copy of the Amended and Restated Plan which is attached as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated by reference herein.

Amendment of Employment Agreement of the Chairman of the Board, Chief Executive Officer and President

On November 20, 2007, the Company and Raymond M. Soto, Chairman of the Board, Chief Executive Officer and President of the Company, entered into an amendment of Mr. Soto’s employment agreement with the Company to comply with Section 409A of the Code. The amendment (i) specifies the timing of payments which previously Mr. Soto could elect to receive in installments or in a lump sum and (ii) provides for a six-month delay in the payment of any amounts due to Mr. Soto upon his termination of employment to the extent required by Section 409A of the Code. The foregoing description of the amendment to the employment agreement between the Company and Mr. Soto is qualified in its entirety by reference to the copy of the amendment which is attached as Exhibit 10.3 to this Current Report on Form 8-K and which is incorporated by reference herein.

Election of William C. Andrews as an Officer of the Company

On November 20, 2007, the Board of Directors elected William C. Andrews, 47, as Vice President – Administration and Compliance and Secretary. Mr. Andrews’ employment with the Company commenced in September 2007. Prior to his employment with the Company, Mr. Andrews was employed for a total of 13 years by Pitney Bowes Inc., from 1989 to 1999 and from 2005 to 2007. Mr. Andrews served in various capacities within Pitney Bowes Inc., most recently serving as Director, Finance – Latin American and US Dealer Channels and Director, Compliance and Controls – Finance Shared Services from 2005 to 2007. During 2004, Mr. Andrews was engaged as a consultant by both Innovatix and Imagistics International Inc. From 1999 to 2003, Mr. Andrews served as a principal at A.F. & Sons LLC, a residential construction and development company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Certificate of Incorporation

On November 20, 2007, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as previously amended (the “Restated Certificate”), to increase the Company’s authorized shares from 9,000,000 to 20,000,000. On November 21, 2007, the Company filed a Certificate of Amendment to the Restated Certificate with the Secretary of the State of Connecticut to increase the Company’s authorized shares from 9,000,000 to 20,000,000. The foregoing description of the amendment to the Restated Certificate is qualified in its entirety by reference to the full text of such amendment which is attached, together with the Restated Certificate, as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Amendments to Bylaws

On November 20, 2007, the Board of Directors approved amendments to the Company’s Bylaws (the “Bylaws”) and adopted an amendment and restatement of the Bylaws incorporating the amendments (the “Amended and Restated Bylaws”). The amendments (i) revise Article II, Section 12 of the Bylaws to clarify the time period in which stockholders may submit proposals for consideration at an annual meeting of the Company’s stockholders if the date of the Company’s annual meeting is more than 20 days before or more than 70 days after the one-year anniversary of the prior year’s annual meeting, and (ii) revise Article VI of the Bylaws to permit the issuance and transfer of both certificated and uncertificated shares of the Company’s stock. The amendments relating to the issuance and transfer of uncertificated shares were adopted to comply with American Stock Exchange rules that require the Company to be eligible to participate in a direct registration system by January 1, 2008. The amendments to the Bylaws described above were effective on November 20, 2007. The foregoing description

of the amendments to the Bylaws is qualified in its entirety by reference to the full text of such amendments which are included in the Amended and Restated Bylaws attached as Exhibit 3.2 to this Current Report on Form 8-K and which is incorporated by reference herein.

Section 8— Other Events

Item 8.01. Other Events.

On November 20, 2007, the Company announced that its Board of Directors has approved a 3-for-2 split (the “Stock Split”) of the Company’s outstanding common stock, without par value. The record date of the Stock Split will be January 16, 2008. Each stockholder of record at the close of business on January 16, 2008 will receive one additional share of the Company’s common stock for every two shares owned, with any resulting fractional share settled in cash. The payment date for the distribution of the additional shares will be January 30, 2008. A copy of the Company’s news release announcing the Stock Split is attached hereto as Exhibit 99.1.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Registrant, as amended.
3.2	Bylaws of the Registrant, amended and restated effective as of November 20, 2007.
10.1	Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan together with (i) Form of Incentive Stock Option Agreement, (ii) Form of Nonqualified Stock Option Agreement, (iii) Form of Non-Employee Director Nonqualified Stock Option Agreement, and (iv) Form of Restricted Stock Award Agreement.
10.2	Bolt Technology Corporation Amended and Restated Severance Compensation Plan together with Form of Designation of Participation.
10.3	Amendment to Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of November 20, 2007.

Exhibit No.	Description
10.4	Amendment to Employment Agreement between A-G Geophysical Products, Inc. and Michael C. Hedger effective as of November 20, 2007.
99.1	Press Release issued November 20, 2007.

SIGNATURE

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 hereunto duly authorized.

BOLT TECHNOLOGY CORPORATION
By:	/s/ Raymond M. Soto
	Raymond M. Soto
	(Chairman of the Board, President and Chief Executive Officer)

Dated: November 21, 2007

EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Registrant, as amended.
3.2	Bylaws of the Registrant, amended and restated effective as of November 20, 2007.
10.1	Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan together with (i) Form of Incentive Stock Option Agreement, (ii) Form of Nonqualified Stock Option Agreement, (iii) Form of Non-Employee Director Nonqualified Stock Option Agreement, and (iv) Form of Restricted Stock Award Agreement.
10.2	Bolt Technology Corporation Amended and Restated Severance Compensation Plan together with Form of Designation of Participation.
10.3	Amendment to Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of November 20, 2007.
10.4	Amendment to Employment Agreement between A-G Geophysical Products, Inc. and Michael C. Hedger effective as of November 20, 2007.
99.1	Press Release issued November 20, 2007.

EX-3.1

Exhibit 3.1

CERTIFICATE AMENDING AND RESTATING

CERTIFICATE OF INCORPORATION

BY ACTION OF

BOARD OF DIRECTORS AND SHAREHOLDERS

(Stock Corporation)

1. The name of the corporation is Bolt Associates, Inc.

2. The Certificate of Incorporation is amended and restated by the following resolutions of directors and shareholders.

RESOLVED, that the Certificate of Incorporation of the corporation be amended and restated to read as follows:

Restated Certificate of Incorporation

Of Bolt Technology Corporation

1. The name of the corporation is Bolt Technology Corporation.

2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation are as follows:

a. To manufacture, fabricate, assemble, sell, distribute, license, export, and import and deal in all kinds and forms of scientific instruments and appliances and parts, goods, wares, merchandise and personal property of every nature, kind and description whatsoever.

b. To engage in any mercantile, manufacturing or trading business of any kind or character whatsoever throughout the world, and to do all things incidental to any such business.

c. To adopt, purchase or otherwise acquire and own, control and operate under letters patent issued by the United States or by the government of any other country whatsoever securing any invention or improvement or any

license or rights under any such letters patent which may be deemed necessary, convenient, expedient or useful in the prosecution of its business and to sell such patents or patent rights, or to grant licenses or rights thereunder to others, and to sue for any infringement upon the right of said corporation.

d. To apply for, obtain, register, purchase, lease or otherwise acquire and to hold, use, pledge, lease, sell, assign or otherwise dispose of formulas, secret processes, distinctive marks, improvements, processes, trade names, trade marks, copyrights, patents, licenses, concessions, and the like, whether used in connection with or secured under Letters Patent of or issued by any country or authority; and to issue, exercise, develop and grant licenses in respect thereof or otherwise turn the same to account.

e. To purchase, or otherwise acquire, hold, own, sell, pledge, transfer, or otherwise dispose of, and to reissue or cancel the share of its own capital stock or any securities or other obligations of the corporation in the manner and to the extent now or hereafter permitted by the laws of the jurisdiction of incorporation of this corporation.

f. To acquire, purchase, hold, operate, develop, lease, mortgage, pledge, exchange, sell, transfer, or otherwise invest, trade, or deal in, in any manner permitted by law, real and personal property of every kind and description or any interest therein.

g. To borrow or raise moneys for any of the purposes of the corporation and from time to time, without limit as to amount, to draw, make, accept, endorse, guarantee, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof, and of the interest thereon by mortgage on or pledge, conveyance or assignment in trust of, the whole

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or any part of the assets of the corporation real or personal or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such securities or other obligations of the corporation for its corporate purposes.

h. The foregoing enumerated powers shall not be in limitation of the rights, powers and privileges of this corporation, it being the intention of the corporation to exercise all the rights, powers and privileges granted to corporations under the General Laws of the State of Connecticut, which powers and privileges are not expressly prohibited thereby and to conduct in any manner whatsoever any business or businesses necessary, incidental, or connected with the foregoing enumerated purposes.

i. The foregoing clauses shall be construed as powers as well as objects and purposes, and the matters expressed in each clause shall, unless herein otherwise expressly provided, be in no wise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent objects, purposes and powers and the enumeration of specific objects, purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another nor expressed, although it be of like nature.

j. To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein set forth and to do every other act and thing incidental thereto or connected therewith, provided the same to be not forbidden by the laws of the jurisdiction of incorporation of this corporation.

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3. The designation of each class of shares, the authorized number of shares of each such class with par value and the authorized number of shares of each class without par value are as follows:

3,600,000 shares of common stock without par value.

4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341 of the Conn. General Statues, are as follows:

The holders of the common stock shall be entitled to one vote for each share of common stock held by them of record.

5. The minimum amount of stated capital with which the corporation shall commence business is One Thousand Dollars ($1,000).

6. The duration of the corporation is to be perpetual.

7. No shareholder shall be entitled, as a matter of right merely because he is a shareholder, to subscribe for or purchase any part of any new or additional issue of shares of any class of stock or of any other securities, including warrants or other rights to purchase, of the corporation convertible into stock of any class whatsoever, whether now or hereafter authorized, or out of shares of stock of the corporation acquired by it after issuance, and whether issued for cash, property, services or otherwise.

3 (a) The above resolutions merely restate and do not change the provisions of the original Certificate of Incorporation as supplemented and amended to date except the name of the corporation was amended as set forth in paragraph 1; the capital stock of the corporation

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was changed as set forth in paragraph 3 to eliminate authority to issue preferred stock and Class A and Class B common stock and to authorize the issuance of 3,600,000 shares of common stock without par value; the terms, preferences and rights of each class of stock were limited to the common stock without par value as set forth in paragraph 4 because the previously authorized preferred stock and the Class A and Class B common stock are no longer authorized; and the other changes pertain to modifications in capitalization, the use of arabic numbers rather than designations such as FIRST, SECOND, etc. to identify paragraphs and the use of letters rather than arabic numbers to identify subparagraphs of paragraph 2 of the Certificate of Incorporation.

(b) Other than as indicated in paragraph 3(a), there is no discrepancy between the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Certificate Amending and Restating the Certificate of Incorporation.

4. The above resolutions were adopted by the board of directors and by shareholders on May 21, 1981.

5. Only the holders of shares of Class A and Class B common stock were entitled to vote as separate classes upon the above resolutions since there is no other class of stock currently outstanding:

Designation of Class, Number of Shares Outstanding and Entitled to Vote	Vote Required For Adoption	Vote Favoring Adoption
48,535 Shares of Class A Common Stock	32,357	43,975
485,350 Shares of Class B Common Stock	323,567	416,218

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Dated at Norwalk, Connecticut this 21^st day of May, 1981.

We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.

/s/ Bernard Luskin

Bernard Luskin

President

/s/ Gordon R. Erickson

Gordon R. Erickson

Secretary

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CERTIFICATE AMENDING THE RESTATED

CERTIFICATE OF INCORPORATION

BY ACTION OF

BOARD OF DIRECTORS AND SHAREHOLDERS

(Stock Corporation)

1. The name of the corporation is Bolt Technology Corporation.

2. The Restated Certificate of Incorporation is amended by the following resolution of directors and shareholders.

RESOLVED, that paragraph 3 of the Restated Certificate of Incorporation of the corporation be amended to read in its entirety as follows:

3. The designation of each class of shares, the authorized number of shares of each such class with par value and the authorized number of shares of each class without par value are as follows:

9,000,000 shares of common stock without par value.

3. (a) The above resolution changes the provisions of the Restated Certificate of Incorporation by increasing the number of authorized shares of common stock without par value from 3,600,000 shares to 9,000,000 shares.

    (b) Other than as indicated in paragraph 3(a), there is no discrepancy between the provisions of the Restated Certificate of Incorporation as supplemented and amended to date, and the provisions of this Certificate Amending the Restated Certificate of Incorporation.

4. The above resolution was adopted by the board of directors on August 12, 1981 and by shareholders on September 10, 1981.

5. The holders of shares of common stock outstanding on August 12, 1981 were entitled to vote upon the above resolution since there is no other class of stock currently outstanding:

Designation of Class, Number of Shares Outstanding and Entitled to Vote	Vote Required For Adoption	Vote Favoring Adoption
2,750,275 Shares of Common Stock	1,833,517	2,338,985

Dated at Norwalk, Connecticut this 11^th day of September, 1981.

We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.

/s/ Bernard Luskin

Bernard Luskin, President

/s/ Gordon R. Erickson

Gordon R. Erickson, Secretary

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CERTIFICATE AMENDING THE RESTATED

CERTIFICATE OF INCORPORATION

BY ACTION OF

BOARD OF DIRECTORS AND SHAREHOLDERS

(Stock Corporation)

1. The name of the corporation is Bolt Technology Corporation.

2. The Restated Certificate of Incorporation is amended by the following resolution of directors and shareholders.

RESOLVED, that the Restated Certificate of Incorporation of the corporation be, and it hereby is, amended by adding paragraph 8 to read in its entirety as follows:

8. a. The affirmative vote or consent of the holders of ninety-five percent (95%) of all shares of stock of the corporation unconditionally entitled to vote in elections of directors, considered for the purposes of this paragraph 8 as one class, shall be required for the adoption or authorization of a business combination (as hereinafter defined) with any other entity (as hereinafter defined) if, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon or consent thereto, such other entity is the beneficial owner, directly or indirectly, of more than thirty per cent (30%) of the outstanding shares of stock of the corporation unconditionally entitled to vote in elections of directors considered for the purposes of this paragraph 8 as one class; PROVIDED that such ninety-five percent (95%) voting requirement shall not be applicable if:

(i) The cash, or fair market value of other consideration, to be received per share by common stockholders of the corporation in such business combination bears the same or a greater percentage relationship to the market price of the corporation’s common stock immediately prior to the public announcement of such business combination as the highest per share price (including brokerage commissions and/or soliciting dealers’ fees) which such other entity has theretofore paid for any of the shares of the corporation’s common stock already owned by it bears to the market price of the common stock of the corporation immediately prior to the commencement of acquisition of the corporation’s common stock by such other entity;

(ii) The cash, or fair market value of other consideration, to be received per share by common stockholders of the corporation in such business combination (a) is not less than the highest per share price (including brokerage commissions and/or soliciting dealers’ fees) paid by such other entity in acquiring any of its holdings of the corporation’s common stock, and (b) is not less than the earnings per share of common stock of the corporation for the four full consecutive fiscal quarters immediately preceding the record date for solicitation of votes on such business combination, multiplied by the then price/earnings multiple (if any) of such other entity as customarily computed and reported in the financial community;

(iii) After such other entity has acquired a thirty per cent (30%) interest and prior to the consummation of such business combination: (a) such other entity shall have taken steps to ensure that the corporation’s Board of Directors included at all times representation by continuing director(s) (as hereinafter defined) proportionate to the stockholdings of the corporation’s common stockholders not affiliated with such other entity (with a continuing director to occupy any resulting fractional board position); (b) there shall have been no reduction in the rate of dividends payable on the corporation’s common stock, if the corporation shall have established a policy of paying periodic dividends, except as may have been approved by a unanimous vote of the directors; (c) such other entity shall not have acquired any newly issued shares of stock, directly or indirectly, from the corporation (except upon conversion of convertible securities acquired by it prior to obtaining a thirty per cent (30%) interest or as a result of a pro rata stock dividend or stock split); and (d) such other entity shall not have acquired any additional shares of the corporation’s outstanding common stock or securities convertible into common stock except as a part of the transaction which results in such other entity acquiring its thirty per cent (30%) interest;

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(iv) Prior to the consummation of such business combination, such other entity shall not have (a) received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the corporation, or (b) made any major change in the corporation’s business or equity capital structure without the unanimous approval of the directors; and

(v) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to public stockholders of the corporation for the purpose of soliciting stockholder approval of such business combination and shall contain at the front thereof, in a prominent place, any recommendation as to the advisability (or inadvisability) of the business combination which the continuing directors, or any of them, may choose to make and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the terms of such business combination, from the point of view of the remaining public stockholders of the corporation (such investment banking firm to be selected by a majority of the continuing directors and to be paid a reasonable fee for their services by the corporation upon receipt of such opinion).

The provisions of this paragraph 8 shall also apply to a business combination with any other entity which at any time has been the beneficial owner, directly or indirectly, of more than thirty per cent (30%) of the outstanding shares of stock of the corporation unconditionally entitled to vote in elections of directors considered for the purposes of this paragraph 8 as one class, notwithstanding the fact that such other entity has reduced its shareholdings below thirty per cent (30%) if, as of the record date for the determination of stockholders entitled to notice of and to vote on or consent to the business combination, such other entity is an “affiliate” of the corporation (as hereinafter defined).

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b. As used in this paragraph 8, (i) the term “other entity” shall include any corporation, person or other entity and any other entity with which it or its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of stock of the corporation, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on April 1, 1978, together with the successors and assigns of such persons in any transaction or series of transactions not involving a public offering of the corporation’s stock within the meaning of the Securities Act of 1933; (ii) an other entity (as defined above) shall be deemed to be the beneficial owner of any shares of stock of the corporation which it has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise; (iii) the outstanding shares of any class of stock of the corporation shall include shares deemed owned through application of clause (ii) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise; (iv) the term “business combination” shall include any merger or consolidation of the corporation with or into any other corporation, or the sale or lease of all or any substantial part of the assets of the corporation to, or any sale or lease to the corporation or any subsidiary thereof in exchange for securities of the corporation of any asset, (except assets having an aggregate fair market value of less than $5 million) of any other entity; (v) the term “continuing director” shall mean a person who was a member of the Board of Directors of the corporation elected by the public stockholders prior to the time that such other entity acquired in excess of ten per cent (10%) of the stock of the corporation unconditionally entitled to vote in the election of directors, or a person

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recommended to succeed a continuing director by a majority of the remaining continuing directors; and (vi) for the purposes of paragraphs (i) and (ii) of Section a of this paragraph 8 the term “other consideration to be received” shall include common stock of the corporation retained by its existing public stockholders in the event of a business combination with such other entity in which the corporation is the surviving corporation.

c. A majority of the continuing directors shall have the power and duty to determine for the purposes of this paragraph 8, on the basis of information known to them, whether (i) such other entity beneficially owns more than thirty per cent (30%) of the outstanding shares of stock of the corporation unconditionally entitled to vote in election of directors, (ii) any entity is an “affiliate” or “associate” (as defined above) of an other entity, (iii) an other entity has an agreement, arrangement or understanding with another, or (iv) the assets being acquired by the corporation, or any subsidiary thereof, have an aggregate fair market value of less than $5,000,000.

d. No amendment to the Certificate of Incorporation of the corporation shall amend, alter, change or repeal any of the provisions of this paragraph 8, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of the holders of ninety-five per cent (95%) of all shares of stock of the corporation unconditionally entitled to vote in election of directors, considered for the purposes of this paragraph 8 as one class; provided that this paragraph d shall not apply to, and such ninety-five per cent (95%) vote or consent shall not be required for, any amendment, alteration, change or repeal unanimously recommended to the stockholders by the Board of Directors of the corporation if all of such directors are persons who would be eligible to serve as “continuing directors” within the meaning of Section b of this paragraph 8.

e. Nothing contained in this paragraph 8 shall be construed to relieve any other entity from any fiduciary obligation imposed by law.

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3. (a) The above resolution changes the provisions of the Restated Certificate of Incorporation by increasing the voting requirement to ninety-five percent (95%) of all shares entitled to vote to effect certain business combinations subject to certain exceptions.

    (b) Other than as indicated in paragraph 3(a), there is no discrepancy between the provisions of the Restated Certificate of Incorporation as supplemented and amended to date, and the provisions of this Certificate Amending the Restated Certificate of Incorporation.

4. The above resolution was adopted by the board of directors on September 7, 1983 and by shareholders on October 25, 1983.

5. The corporation has at least one hundred recordholders.

6. The holders of shares of common stock outstanding on September 9, 1983 were entitled to vote upon the above resolution since there was no other class of stock then outstanding:

Designation of Class, Number of Shares Outstanding and Entitled to Vote	Vote Required For Adoption	Vote Favoring Adoption
4,459,455 Shares of Common Stock	2,229,728	2,337,133

Dated at Norwalk, Connecticut this 7^th day of August, 1996.

We hereby declare, under penalties of false statement that the statements made in the foregoing certificate are true.

/s/ Raymond M. Soto

Raymond M. Soto, President

/s/ Alan Levy

Alan Levy, Secretary

6

CERTIFICATE AMENDING THE RESTATED

CERTIFICATE OF INCORPORATION

BY ACTION OF

BOARD OF DIRECTORS AND SHAREHOLDERS

(Stock Corporation)

1. The name of the corporation is Bolt Technology Corporation.

2. The Restated Certificate of Incorporation is amended by the following resolution of directors and shareholders.

RESOLVED, that the Restated Certificate of Incorporation of the corporation be, and it hereby is, amended by adding paragraph 9 to read in its entirety as follows:

9. A director of the corporation shall under no circumstances have any personal liability to the corporation or its shareholders for monetary damages for breach of duty as a director for an amount in excess of the compensation received by the director for serving the corporation during the year of the violation except for those specific breaches as to which Section 33-290 of the Connecticut General Statutes prohibits limiting such personal liability. This provision shall not be effective prior to its adoption by the directors and shareholders of the corporation.

3. (a) The above resolution changes the provisions of the Restated Certificate of Incorporation by limiting a director’s personal liability for monetary damages for breach of duty to an amount that does not exceed the compensation received by the director for serving the corporation during the year of the violation, subject to certain statutory exceptions.

    (b) Other than as indicated in paragraph 3(a), there is no discrepancy between the provisions of the Restated Certificate of Incorporation as supplemented and amended to date, and the provisions of this Certificate Amending the Restated Certificate of Incorporation.

4. The above resolution was adopted by the board of directors on October 18, 1989 and by shareholders on November 21, 1989.

5. The corporation has at least one hundred recordholders.

6. The holders of shares of common stock outstanding on October 13, 1989 were entitled to vote upon the above resolution since there was no other class of stock then outstanding:

Designation of Class, Number of Shares Outstanding and Entitled to Vote	Vote Required For Adoption	Vote Favoring Adoption
4,695,310 Shares of Common Stock	2,347,656	3,504,228

Dated at Norwalk, Connecticut this 9^th day of August, 1996.

We hereby declare, under penalties of false statement that the statements made in the foregoing certificate are true.

/s/ Raymond M. Soto

Raymond M. Soto, President

/s/ Alan Levy

Alan Levy, Secretary

2

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

BOLT TECHNOLOGY CORPORATION

(A Connecticut Stock Corporation)

1. The name of the corporation is Bolt Technology Corporation (the “Corporation”).

2. The Restated Certificate of Incorporation of the Corporation, as amended, is hereby further amended to add a new Article 10 to read in its entirety as follows (the “Amendment”):

10. The Board of Directors, as constituted from time to time in accordance with the By-Laws of the Corporation, shall be and is divided into three groups with each group containing approximately the same percentage of the total and with the term of office of one group expiring each year at the annual meeting of shareholders. At each annual meeting of shareholders, directors shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. Each director shall hold office until the expiration of the term for which elected and until such director’s respective successor is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. The Board of Directors shall designate the directors that will be included in each group from time to time, and in furtherance thereof, in the event of any change in the authorized number of directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such group or groups as shall, so far as possible, equalize the number of directors in each group.

3. The Amendment was approved by the Corporation’s Board of Directors on September 20, 2001 and by its shareholders on November 20, 2001.

4. Vote Information: The Corporation has one authorized class of capital stock, designated as common stock, entitled to vote on the Amendment as a single voting group which is held by more than one hundred shareholders of record. The holders of record of shares of the common stock outstanding on October 10, 2001 were entitled to vote on the Amendment. The results of the vote by the shareholders so entitled to vote on the Amendment are as follows:

(a) No. of outstanding shares as of record date:	5,408,733
(b) No. of votes entitled to be cast by only voting group:	5,408,733
(c) No. of votes indisputably represented:	4,959,238
(d) No. of votes cast for the Amendment:	1,821,475
(e) No. of votes cast against the Amendment:	650,482

Dated November 30, 2001.

/s/ Raymond M. Soto
Name:	Raymond M. Soto
Title:	President and Chief Executive Officer

2

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

BOLT TECHNOLOGY CORPORATION

(A Connecticut Stock Corporation)

1. The name of the corporation is Bolt Technology Corporation (the “Corporation”).

2. Paragraph 3 of the Restated Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

3. The designation of each class of shares, the authorized number of shares of each such class with par value and the authorized number of shares of each class without par value are as follows:

20,000,000 shares of common stock without par value.

3. The above resolution was adopted by the shareholders of the Corporation on November 20, 2007 in the manner required by Sections 33-600 to 33-998, inclusive, of the Connecticut Business Corporation Act and by the Certificate of Incorporation of the Corporation.

Dated this 21^st day of November, 2007.

/s/ Raymond M. Soto

Raymond M. Soto, President

EX-3.2

Exhibit 3.2

Amended and Restated

Effective as of November 20, 2007

BOLT TECHNOLOGY CORPORATION

BYLAWS

ARTICLE I: IDENTIFICATION

Section 1. Name. The name of the Corporation is Bolt Technology Corporation (the “Corporation”).

Section 2. Seal. Upon the seal of the Corporation shall appear the name of the Corporation and the state and year of incorporation, and the words “Corporate Seal”.

Section 3. Offices. The principal office of the Corporation shall be located in Norwalk, Connecticut. The Corporation may also have other offices at such other places, either within or without the State of Connecticut, as the Board of Directors may determine or as the activities of the Corporation may require.

ARTICLE II: MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at the principal office of the Corporation, or at such other place, either within or without the State of Connecticut, as may be fixed by the Board of Directors, the Chairman of the Board, if any, or the President of the Corporation and stated in the notice of meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. An annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held each year on such date in the first six months of the Corporation’s fiscal year as shall be designated by the Board of Directors, the Chairman of the Board, if any, or the President of the Corporation, or in the absence of such designation, on the next succeeding business day, or on such other date following the first six months of the fiscal year as shall be fixed by the Board of Directors. A description of the purposes for which the meeting is called need not be included in the notice of the meeting unless required by the Certificate of Incorporation or by law.

Section 3. Special Meetings. Special meetings of the stockholders shall be held on call of the Board of Directors, the Chairman of the Board or the President of the Corporation or by the stockholders in accordance with Section 33-696 of the Connecticut Business Corporation Act, as amended from time to time (“the “Act”), or any successor statute. Only business within the purpose or purposes described in the meeting notice may be conducted at a special stockholders’ meeting.

Section 4. Attendance by Chairman and Secretary. Each meeting of the stockholders shall be presided over by the Chairman of the Board, or in case of the Chairman’s absence or inability to act, such person as may be designated by the stockholders at the meeting shall perform the duties of the Chairman at the meeting. The Secretary of the Corporation shall attend and act as secretary of, each meeting of stockholders, or in the case of the Secretary’s absence or inability to act, such person as may be designated by the Chairman of the Board, or acting Chairman as the case may be, shall perform the duties of the Secretary at the meeting; or, in the absence of such chairman or if there shall be no such designation, the stockholders may choose a person to perform the duties of the secretary at the meeting.

Section 5. Notice Of Meetings. Written notice of each meeting of stockholders, stating the place, date and time of the meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than sixty (60) days prior to each meeting, to each shareholder of record entitled to vote at such meeting. Notice shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, confirmed facsimile transmission or other electronic means, or by mail or private carrier. Written notice is effective (a) upon deposit in the United States mail, as evidenced by the postmark, if mailed and correctly addressed to the shareholder’s address as shown in the Corporation’s current record of stockholders, or (b) when transmitted by facsimile or other electronic means, if transmitted to the shareholder in the manner authorized by the shareholder for purposes of electronic or facsimile transmissions, as the case may be, or (c) when received if sent by private carrier.

Section 6. Waiver Of Notice. Notice of any stockholders meeting may be waived in writing by any shareholder, either before or after the time stated therein. The waiver must be signed by the shareholder entitled to the notice and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting (a) waives objection to lack of notice or defective notice, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

Section 7. Record Date. For the purpose of determining stockholders entitled to notice of, or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any distribution, or for any other proper purpose, the Board of Directors may by resolution fix a record date which shall be a date not earlier than the date on which such action is taken by the Board of Directors, nor more than seventy (70) days immediately preceding the date on which the particular event requiring such determination of stockholders is to occur.

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If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting or of stockholders entitled to receive payment of a distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such distribution is adopted, as the case may be, shall be the record date for such determination of stockholders.

Section 8. Voting List. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its stockholders who are entitled to notice of a stockholders’ meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, where applicable, and show the address of and number of shares held by each shareholder. The stockholders’ list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to Section 33-946(c) of the Act, to copy the list during regular business hours at such shareholder’s expense. The Corporation shall make the stockholders’ list available at the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

Section 9. Quorum, Voting. Each shareholder shall have one vote per share on each matter voted on at a stockholders meeting, which vote may be cast by the shareholder in person or by proxy. At any meeting of the stockholders, unless otherwise required by law or the Certificate of Incorporation, the presence of a majority of the votes entitled to be cast by the applicable voting group or groups on the matter constitutes a quorum for action on that matter. When a quorum exists, action on the matter, other than an election of directors, by a voting group is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law or the Certificate of Incorporation. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 10. Proxies. A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission of the appointment. An electronic transmission must contain or be accompanied by confirmation from which one can determine that the shareholder, the shareholder’s agent or the shareholder’s attorney-in-fact authorized the electronic transmission. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by such person shall be sufficient to effect such appointment. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 11. Action Without A Meeting. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting (a) by one or more

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consents in writing, setting forth the action so taken or to be taken, bearing the date of signature and signed by all of the stockholders who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys; or (b) if the Certificate of Incorporation so provides, by one or more consents in writing, bearing the date of signature and setting forth the action to be taken, signed by stockholders holding such designated proportion, not less than a majority, of the voting power of shares, or of the shares of any particular voting group, entitled to vote thereon or to take such action, as may be provided in the Certificate of Incorporation, or their duly authorized attorneys, except that directors may not be elected except by unanimous written consent, or pursuant to a plan of merger. Such consent or consents shall have the same force and effect as a vote of stockholders at a meeting duly held.

Section 12. Business Proposed by a Stockholder. (1) At any annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before such meeting. To be properly brought before an annual or special meeting of stockholders, business must be (i) specified in the notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors or the Chairman of the Board, or (iii) in the case of an annual meeting of stockholders, by any stockholder of the Corporation who was a stockholder of the Corporation of record at the time the notice provided for in this Section 12 is delivered to the Secretary of the Corporation and who is entitled to vote at the meeting and complies with the notice procedures set forth in this Section 12.

(2) In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the seventieth (70^th) day nor earlier than the close of business on the ninetieth (90^th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than twenty (20) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90^th) day prior to such annual meeting and not later than the close of business on the later of (i) the seventieth (70^th) day prior to such annual meeting or (ii) the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposed to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting with respect to such business, and the reasons for conducting such business at the annual meeting, (b) the name and address of record of the stockholder proposing such business and any other person on whose behalf the proposal is being made, (c) the class and number of shares of the Corporation that are beneficially owned by the stockholder and any other person on whose behalf the proposal is made, (d) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such

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annual meeting and intends to appear in person or by proxy at the annual meeting to propose such business, and (e) any material interest of the stockholder and any other person on whose behalf the proposal is made, in such business. In the event the stockholder attempts to bring business before a meeting without complying with the procedures set forth in this Section 12, such business shall not be transacted at such meeting. The Chairman of the Board of Directors shall have the power and duty to determine whether any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 12, to declare that such defective proposal shall be disregarded and that such proposed business shall not be transacted at such meeting.

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. The content and preparation of any such public announcement shall follow the guidelines set forth in the Amex Company Guide Section 403.

(3) Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock, if any, to elect directors under specified circumstances.

ARTICLE III: BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, its Board of Directors, who need not be stockholders, subject to any limitation now or hereafter set forth in the Certificate of Incorporation of the Corporation.

Section 2. Number. The number of directors who will constitute the entire Board of Directors shall be not less than three nor more than twelve. The number of directorships at any time shall be that number within such minimum and maximum as most recently fixed by resolution of the Board of Directors or, absent such action, shall be that number of directors elected at the preceding annual meeting of stockholders, plus the number, if any, elected since such meeting to fill a vacancy created by an increase in the size of the Board of Directors.

Section 3. Election and Term of Office. At each annual meeting of stockholders, directors shall be elected to fill the directorships whose terms expire at such meeting. The directors shall be divided into three groups with each group containing approximately the same percentage of the total and with the term of office of one group expiring each year at the annual meeting of stockholders. At each annual meeting of stockholders,

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directors shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Each director shall hold office until the expiration of the term for which elected and until such director’s respective successor is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. The Board of Directors shall designate the directors that will be included in each group from time to time, and in furtherance thereof, in the event of any change in the authorized number of directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such group or groups as shall, so far as possible, equalize the number of directors in each group.

Section 4. Annual Meetings. An annual meeting of the Board of Directors for the election of officers and such other business as may properly come before the meeting, shall be held immediately after and in the same place as the annual meeting of stockholders, or at such place, date and time to be fixed by the Board of Directors, the Chairman, if any, or the President of the Corporation. In the event such meeting is not held at the time and place so fixed, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held with or without written notice of the date, time, place or purpose of the meeting.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by any director, the Chairman, if any, or the President of the Corporation on at least two days’ notice to each director, given either by mail or private carrier or by telegraph, facsimile transmission or other form of wireless communication or orally, in person or by telephone. Except as may otherwise be required by law, the Certificate of Incorporation or these Bylaws, notice of a special meeting need not include a description of the purpose or purposes of the meeting.

Section 7. Waiver of Notice. A director may waive any notice required by law, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as hereinafter provided, any such waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.

A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting, unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 8. Participation by Conference Telephone or other Means. The Board of Directors may permit any or all directors to participate at a meeting of the Board of Directors by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. Participation in a meeting pursuant by this means shall constitute presence in person at such meeting.

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Section 9. Quorum; Act of the Board. A majority of the number of directors then in office shall constitute a quorum at any meeting of the Board of Directors, but if less than a quorum of directors is present at a meeting of the Board, a majority of the directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors, unless a greater number is specifically required by these Bylaws, by the Certificate of Incorporation or by law.

A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) such director objects at the beginning of the meeting, or promptly upon such director’s arrival, to holding the meeting or transacting business at the meeting; (b) such director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) such director delivers written notice of such director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 10. Consent in Writing Without Meeting. Unless the Certificate of Incorporation or a bylaw provides otherwise, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 10 is effective when the last director signs the consent, unless the consent specifies a different effective date. Such consent or consents have the effect of a meeting vote.

Section 11. Vacancies. Unless the Certificate of Incorporation provides otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors: (1) the stockholders may fill the vacancy; (2) the Board of Directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 12. Resignation and Removal. Any director may resign or be removed at any time. A director who intends to resign shall deliver written notice thereof to the Board of Directors, the Chairman of the Board, if any, or the President of the Corporation. Such resignation shall become effective immediately unless it specifies a later effective date. Removal of one or more directors, with or without cause, may be effected by the stockholders only at a meeting called for the purpose of considering such removal and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

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Section 13. Compensation of Directors. The Board of Directors may fix the compensation of directors. Directors may be reimbursed for any expenses incurred by them in attendance at any meeting of the Board of Directors or of any of its committees and may be paid compensation at a fixed amount per annum or such fees for attendance at each meeting which he attends or both. No payments or reimbursements described herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. Committees of the Board. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of its members shall be approved by a majority of all the directors in office when the action is taken. Any such committee shall have and may exercise the powers of the Board of Directors in the management of the business, property and affairs of the Corporation as shall be provided in these Bylaws or in the resolution of the Board of Directors constituting the committee or otherwise dealing with the scope of its powers. All committees shall keep records of their acts and proceedings and report the same to the Board of Directors as and when required. The provisions of Sections 4 to 9, inclusive, of this Article III relating to meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees and their members as well.

Notwithstanding the foregoing, a committee shall not be empowered to take any action prohibited by law, including without limitation, (a) authorizing distributions; (b) approving or proposing to stockholders action which by law requires the approval of stockholders; (c) filling vacancies on the Board of Directors or any committee; (d) amending the Certificate of Incorporation; (e) adopting, amending or repealing these Bylaws; (f) authorizing a reacquisition of shares, except according to a formula or method prescribed by the Board; or (g) authorizing or approving the issuance or sale or contract for the sale of shares.

Section 15. Standing Committees. The Corporation shall have the following standing committees:

(A) Audit Committee. The Audit Committee shall be comprised of three or more independent directors, as defined in the Amex Company Guide Section 121A. The Audit Committee shall be responsible for (i) recommending to the Board of Directors, the firm to be appointed by the Corporation as its independent auditors; (ii) consulting with the Corporation’s auditors on the plan of audit; (iii) reviewing with the Corporation’s auditors the proposed audited consolidated financial statements of the Corporation, and accompanying service plan, if any, and reporting on same to the Board of Directors; and (iv) reviewing with the Corporation’s auditors periodically, the adequacy of the Corporation’s controls and where necessary, consulting with the Corporation’s Chief Financial Officer and other financial personnel regarding same. The Audit Committee shall also be responsible for reviewing all related party transactions to which the Corporation is a party for potential conflicts of interest and making appropriate recommendations to the Board of Directors regarding same. The Corporation must adopt and certify that it has adopted a formal written Audit Committee Charter and that the Audit Committee has reviewed and reassessed the adequacy of the formal written Charter on an annual basis specifying the information set forth in the Amex Company Guide Section 121B(a).

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Notwithstanding paragraph (A) above, one director who is not independent as defined in the Amex Company Guide Section 121A, and is not a current employee or an immediate family member of such employee, may be appointed to the Audit Committee, if the Board of Directors, under exceptional and limited circumstances, determines that membership on this committee by the individual is required by the best interests of the Corporation and its stockholders, and the Board of Directors disclosed, in the next annual proxy statement subsequent to such determination, the nature of the relationship and the reasons for that determination.

(B) Executive Compensation Committee. The Executive Compensation Committee shall be comprised of three or more directors, at least a majority of whom shall not be officers or employees of the Corporation. The Executive Compensation Committee shall be responsible for approving and recommending as necessary to the Board of Directors, the compensation arrangements for key management personnel of the Corporation and the Corporation’s subsidiaries and affiliates. The Executive Compensation Committee shall also be responsible for making recommendations to the Board of Directors with respect to the adoption of any incentive compensation, retirement or other similar plans benefiting the directors, officers and other key employees of the Corporation and the Corporation’s subsidiaries and affiliates.

ARTICLE IV: OFFICERS

Section 1. Election. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors. The officers of the Corporation shall include a President, a Secretary and a Treasurer, and when deemed necessary by the Board of Directors, a Chairman, one or more Vice Presidents and such other officers and assistant officers as may be elected. Any two or more offices may be held by the same person.

Section 2. Chairman of the Board. The Chairman of the Board of Directors, when elected, shall preside at all meetings of the stockholders and Board of Directors, discharging the duties incumbent upon a presiding officer. The Chairman shall also perform such other duties and have such other powers as these Bylaws may provide or the Board of Directors may assign from time to time.

Section 3. President. The President shall be the chief executive officer of the Corporation and in such capacity shall have the general powers and duties of supervision and management of the Corporation, and shall see that all orders and resolutions of the stockholders and Board of Directors are carried into effect. In the absence of the Chairman, the President shall preside at all meetings of the Board of Directors and stockholders. The President shall also perform such other duties and exercise such other powers as these Bylaws may provide or the Board of Directors or Chairman, if any, may assign.

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Section 4. Vice President. Vice Presidents, when elected, shall have the powers and perform the duties as the Chairman, if any, the President or the Board of Directors may from time to time assign and shall perform such other duties as may be prescribed by these Bylaws. At the request of the Chairman or President, or in case of their absence or inability to act, the Vice President, so appointed, shall perform the duties of the Chairman or President, as applicable, and, when so acting, shall have the powers of, and be subject to all the restrictions upon, such officer.

Section 5. Secretary. The Secretary shall attend and shall keep true and complete records of the proceedings of the meetings of the stockholders, the Board of Directors and any committees of the Board of Directors and shall file any written consents of the stockholders, the Board of Directors and any committees of the Board of Directors with those records. It shall be the duty of the secretary to be custodian of the records and of the seal of the Corporation. The Secretary shall also attend to the giving of all notices of meetings and shall be the principal officer of the Corporation responsible for authenticating the corporate records. The Secretary shall also perform such other duties as these Bylaws may provide or the Board of Directors or Chairman may assign from time to time.

Section 6. Assistant Secretary. If one shall be elected, the assistant secretary shall have such powers and perform such duties as the Chairman, President, Secretary or the Board of Directors may from time to time assign and shall perform such other duties as may be prescribed by these Bylaws. At the request of the Secretary, or in case of the Secretary’s absence or inability to act, the assistant secretary shall perform the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the secretary.

Section 7. Treasurer. The Treasurer shall keep correct and complete records of account showing accurately at all times the financial condition of the Corporation. The Treasurer shall also act as legal custodian of all moneys, notes, securities and other valuables that may from time to time come into the possession of the Corporation, and shall promptly deposit all funds of the Corporation coming into his hands in the bank or other depository designated by the Board of Directors and shall keep this bank account in the name of the Corporation. Whenever requested by the Board of Directors, the Treasurer shall furnish a statement of the financial condition of the Corporation and shall perform such other duties as the Bylaws may provide and as the Board of Directors, Chairman or President may assign.

Section 8. Assistant Treasurer. If one shall be elected, the assistant treasurer shall have such powers and perform such duties as the Chairman, President, Treasurer or Board of Directors may from time to time assign and shall perform such other duties as may be prescribed by these Bylaws. At the request of the Treasurer, or in case of his absence or inability to act, the assistant treasurer shall perform the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer.

Section 9. Other Officers. Such other officers as are appointed shall exercise such duties and have such powers as the Board of Directors may assign.

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Section 10. Transfer of Authority. In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the Corporation, provided that a majority of the entire Board of Directors approves.

Section 11. Resignation and Removal. Unless otherwise provided in any contract with the Corporation, any officer may resign or be removed at any time. Any officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective. The Board of Directors may remove any officer at any time with or without cause.

Section 12. Vacancies. A vacancy occurring in any office may be filled for the unexpired portion of the term of office by action of the Board of Directors.

Section 13. Compensation. The officers of the Corporation, except the Chairman of the Board, shall receive such compensation as shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer or officers the power to fix the compensation of any officer except the President, Secretary and Treasurer. No officer shall be prohibited from receiving such salary by reason of the fact that he is also a director of the Company.

ARTICLE V: CONFLICTS OF INTEREST

The Corporation may, in accordance with Sections 33-781 through 33-784 of the Act, as amended from time to time, or any successor statute, enter into one or more “director’s conflicting interest transactions” as such term is defined in the Act.

ARTICLE VI: CAPITAL STOCK

Section 1. Consideration and Payment. The capital stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. Such consideration may consist of any tangible or intangible property or benefit to the Corporation, payment of which may be made, in whole or in part, in cash, promissory notes, services performed or contracts for services to be performed for the benefit of the Corporation, or other securities of the Corporation. Before the issuance of any shares, the Board of Directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of any shares relates to whether such shares are validly issued, fully paid and nonassessable. No certificate or stock in uncertificated form shall be issued for any shares until such shares are fully paid.

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Section 2. Certificates Representing Shares; Uncertificated Shares. The shares of the Corporation, when fully paid, shall be evidenced by certificates, provided that the Board of Directors may authorize the issue of some or all of the shares of any or all of its classes or series of stock without certificates. The authorization shall not affect shares already represented by certificates until they are surrendered to the Corporation. Each shareholder of the Corporation, upon written request to the Corporation or its transfer agent, shall be entitled to have a certificate of the capital stock of the Corporation signed either manually or in facsimile by any two officers of the Corporation which may (but need not) be sealed with the seal of the Corporation or a facsimile thereof. Each certificate representing shares shall at a minimum state on its face (a) the name of the Corporation and that the Corporation is organized under the laws of the State of Connecticut; (b) the name of the person to whom such certificate is issued; and (c) the number and class of shares which such certificate represents. In case any officer who has signed a share certificate shall have ceased to be such officer before such certificate is issued, such certificate is nevertheless valid. Upon each such certificate shall appear the legends required by the Stockholders Agreement, if any, and such other legends as may be required by law or by any contract or agreement to which the Corporation is a party.

Within a reasonable time after the issue or transfer of shares without certificates, to the extent required by applicable law, the Corporation or its transfer agent shall send to the registered owner thereof a written statement containing the information required to be set forth or stated on certificates.

Except as expressly provided by law, the rights and obligations of shareholders shall be identical whether or not their shares are represented by certificates.

Section 3 - Lost Certificates. Whenever a person shall request the issuance of a certificate of stock or uncertificated shares to replace a certificate alleged to have been lost by theft, destruction or otherwise, the Board of Directors shall require that such person make an affidavit to the fact of such loss before the Board of Directors shall authorize the requested issuance. Before issuing a new certificate or uncertificated shares, the Board of Directors may also require a bond of indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost.

Section 4 - Transfer of Stock. The Corporation or its transfer agent shall register a transfer of the capital stock of the Corporation either (a) if such shares are certificated, upon presentation for transfer of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer or (b) if such shares are uncertificated, upon presentation of an appropriate instruction to register the transfer from the holder thereof, or by an attorney-in-fact lawfully constituted in writing, in each case with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require, if there has been compliance with any applicable tax law relating to the collection of taxes and after the Corporation or its agent has discharged any duty to inquire into any adverse claims of which the Corporation or agent has notice. Notwithstanding the foregoing, no such transfer shall be effected by the Corporation or its transfer agent if such transfer is prohibited by law, by the Certificate of Incorporation or a by-law of the Corporation or by the Stockholders Agreement or any other agreement to which the Corporation is a party.

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ARTICLE VII: DISTRIBUTIONS

The Board of Directors may authorize and the Corporation may make distributions to its stockholders subject to any restrictions contained in the Certificate of Incorporation. No distribution may be made if, after giving it effect: (1) the Corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the Corporation’s total assets would be less than the sum of its total liabilities plus, unless the Certificate of Incorporation permits otherwise, the amount that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. The Board of Directors may base a determination that such a distribution is not prohibited either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

ARTICLE VIII: FISCAL YEAR

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

ARTICLE IX: INDEMNIFICATION

To the extent and in the manner permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation or (at the request of the Corporation) of any other corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

The right of indemnification provided for by this Article IX shall not be deemed exclusive of any other rights to which any director or officer as aforesaid may otherwise be entitled by reason of law, an insurance policy or other contract.

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ARTICLE X: AMENDMENT OF BYLAWS

These Bylaws may be amended or repealed or new bylaws may be adopted by the affirmative vote of the holders of a majority of the stock entitled to vote thereon at any meeting of stockholders or by the affirmative vote of directors holding a majority of the directorships at any meeting of directors to the extent permitted by law or unless (1) the Certificate of Incorporation reserves this power exclusively to the stockholders in whole or part; or (2) the stockholders in amending or repealing a particular bylaw provide expressly that the Board of Directors may not amend or repeal such bylaw.

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EX-10.1

Exhibit 10.1

BOLT TECHNOLOGY CORPORATION

AMENDED AND RESTATED

2006 STOCK OPTION AND RESTRICTED STOCK PLAN

1. Purpose. The purpose of the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”) is to recognize the contributions made by Employees and Directors of Bolt Technology Corporation (the “Company”) or a Subsidiary and to provide such persons with an additional incentive to use maximum efforts for the future success of the Company and any Subsidiary and to enhance the ability of the Company or a Subsidiary to attract, retain and motivate individuals upon whom the Company’s sustained growth and financial success depend by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company through receipt of rights to acquire Common Stock or receipt of awards of Restricted Stock or both.

2. Definitions. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

“Award” means any right granted under the Plan, including an Option or an award of Restricted Stock.

“Award Document” means an Option Document or a Restricted Stock Award Agreement.

“Board” or “Board of Directors” means the Board of Directors of the Company duly elected by the shareholders of the Company.

“Change of Control” means the earliest to occur of any of the following events: (i) the shareholders of the Company (or the Board of Directors, if shareholder action is not required) approve a sale or other disposition of all or substantially all of the assets of the Company, other than to a Subsidiary; (ii) the shareholders of the Company (or the Board of Directors, if shareholder action is not required) approve a merger, plan of reorganization, consolidation or share exchange with any other entity, and immediately following such a transaction the holders of the voting securities of the Company or such surviving entity immediately prior to such transaction hold securities representing fifty percent (50%) or less of the combined voting power of the voting securities of the Company or such surviving entity immediately after such transaction; or (iii) the date any entity, person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, as amended, other than the Company or any of its Subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding Shares of the Company’s Common Stock; provided, however, that as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Change of Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Board of Directors, or a committee of the Board of Directors appointed in accordance with Section 3 of the Plan, when acting in connection with the administration of the Plan.

“Common Stock” means the common stock, no par value, of the Company.

“Company” means Bolt Technology Corporation, a Connecticut corporation.

“Continuous Service” means that the Participant’s service with the Company or a Subsidiary, whether as an Employee or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not

be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or a Subsidiary as an Employee or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Director will not constitute an interruption of Continuous Service. Notwithstanding the foregoing, a Participant’s Continuous Service shall be deemed to have terminated with respect to all Incentive Stock Options granted to such Participant on such date as such Participant’s Continuous Service as an Employee terminates. To the extent permitted by law and any leave of absence policy of the Company, the Committee or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave; provided, however, a Participant’s Continuous Service shall not be deemed to have been terminated because of an approved leave of absence from active service with the Company or a Subsidiary on account of temporary illness, authorized vacation, or granted for reasons of professional advancement, education, health, or government service, or during military leave for any period that is required by the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“USERRA”) (if the Participant returns to active service with the Company or a Subsidiary within the period required by USSERA after termination of military leave), or during any period required to be treated as a leave of absence by virtue of any applicable and binding statute (such as the Family and Medical Leave Act of 1993, as amended), personnel policy, or employment agreement. Whether an authorized leave of absence constitutes termination of Continuous Service hereunder shall be determined by the Committee.

“Director” means each member of the Board of Directors of the Company.

“Disability” means (i) in the case of a Participant who receives a Nonqualified Stock Option or an award of Restricted Stock and whose employment arrangement with the Company or a Subsidiary is subject to the terms of an employment agreement between such Participant and the Company or Subsidiary, which employment agreement includes a definition of “Disability,” the meaning set forth in such agreement for “Disability” during the period that agreement remains in effect; and (ii) in all other cases, the term “Disability” as used in this Plan or any Award Document shall have the meaning set forth in Section 22(e)(3) of the Code; provided, however, that as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Disability” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

“Employee” means any person, including officers, employed by the Company or a Subsidiary. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of a particular date, the value of the Common Stock determined as follows: (i) if the Common Stock is traded in a public market, then the Fair Market Value per share shall be, (A) if the Common Stock is listed on a national securities exchange or included in the NASDAQ Stock Market, the last reported sale price thereof on the relevant date (or if no Shares of Common Stock were traded on such date, the next preceding date on which the Common Stock was traded), or (B) if the Common Stock is not so listed or included, the average of the last reported “bid” and “asked” prices thereof on the relevant date (or if no Shares of Common Stock were traded on such date, the next preceding date on which the Common Stock was traded) as reported on the OTC Bulletin Board, or the Fair Market Value per share as determined by any other method adopted by the Committee from time to time as the Committee

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may deem appropriate or as may be required in order to comply with applicable laws and regulations; and (ii) at any time at which the Common Stock is not traded in a public market, then the Fair Market Value per share shall be determined by the Board, acting in good faith using a reasonable application of a reasonable method taking into consideration the provisions of the Treasury Regulations promulgated under Section 409A of the Code, and such determination shall be final and binding for all purposes of the Plan.

“Incentive Stock Option” or “ISO” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

“Non-Employee Director” means a Director who either (i) is not a current Employee or officer of the Company or a Subsidiary and does not receive compensation directly or indirectly from the Company or a Subsidiary for services rendered as a consultant or in any capacity other than as a Director, or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.

“Nonqualified Stock Option” means an Option that is not intended to qualify, or otherwise does not qualify, as an “incentive stock option” within the meaning of Section 422 of the Code.

“Option” means either an ISO or a Nonqualified Stock Option granted under the Plan.

“Option Document” means the document described in Section 7A of the Plan that sets forth the terms and conditions of an Option grant. Each Option Document shall be subject to the terms and conditions of the Plan.

“Optionee” means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not expired or terminated, or if applicable, such other person who holds an outstanding Option.

“Option Price” means the price at which Shares may be purchased upon exercise of an Option determined in accordance with Section 7A(b) of the Plan.

“Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

“Restricted Stock” means Shares awarded pursuant to Section 7B under the Plan, subject to any restrictions or conditions as are established pursuant to the Plan.

“Restricted Stock Award Agreement” means the agreement described in Section 7B of the Plan that sets forth the terms and conditions of an award of Restricted Stock. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the shares of Common Stock of the Company that are the subject of Awards.

“Subsidiary” means a corporation that is a subsidiary corporation with respect to the Company within the meaning of Section 424(f) of the Code.

“Ten Percent Shareholder” means an Employee who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of a Subsidiary.

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3. Administration of the Plan. The Plan shall be administered by the Board; however, the Board may designate a committee composed of two or more Non-Employee Directors to administer the Plan in its stead. Any such committee so designated by the Board to administer the Plan shall be constituted as necessary to comply with the legal requirements, if any, relating to the administration of the types of Awards granted under the Plan imposed by applicable corporate and securities laws, the Code and any stock exchange or national market system upon which the Common Stock is then listed or traded. Notwithstanding anything to the contrary contained in this Section 3, the Board shall constitute the Committee and administer the Plan with respect to Awards granted to Non-Employee Directors.

(a) Meetings. The Committee may hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee.

(b) Powers of Committee. The Committee shall have the power, subject to the express provisions of the Plan:

(i) To determine from time to time which of the eligible persons under the Plan shall be granted Awards; when and how each Award shall be granted; what type or combinations of types of Awards shall be granted; the provisions of each Award granted, which need not be identical, including any terms of vesting of any Option granted and the price at which the Option shall be granted, and any restrictions (including, without limitation, any risk of forfeiture) and the purchase price, if any, of any Restricted Stock awarded; and, the number of Shares subject to the Award.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Document in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii) Generally, to exercise such other powers and perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or any Awards.

(iv) The Committee may delegate to officers or employees of the Company or a Subsidiary the authority, subject to such terms as the Committee may determine, to perform administrative functions with respect to the Plan and Award Documents.

(c) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards under the Plan, provided that this Subsection 3(c) shall not apply to: (i) any breach of such member’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; (iii) acts or omissions that would result in liability under the circumstances described in the exclusions contained in Section 33-636(b)(4) of the Connecticut Business Corporation Act, as amended; and (iv) any transaction from which the member derived an improper personal benefit.

(d) Indemnification. Service on the Committee shall constitute service as a member of the Board of the Company. Each member of the Committee shall be entitled without further action on such person’s part to indemnity from the Company to the fullest extent provided by applicable law and the Company’s Certificate of Incorporation and/or Bylaws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which such person

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may be involved by reason of such person’s being or having been a member of the Committee, whether or not such person continues to be a member of the Committee at the time of the action, suit or proceeding.

(e) Effect of Committee Action. The Committee’s determinations under the Plan (including, without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award Documents evidencing same) shall be made in its discretion and need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all persons, including without limitation, all Participants and persons claiming rights from or through a Participant.

4. Shares Subject to Plan. Subject to adjustment as provided in Section 9, the number of Shares that may be issued pursuant to Awards shall not exceed, in the aggregate, 500,000 Shares; provided that the number of shares that may be issued pursuant to awards of Restricted Stock shall not exceed, in the aggregate, 150,000 Shares. The Shares shall be issued from authorized and unissued or reacquired Common Stock, including Shares repurchased by the Company. If an Option shall for any reason expire or otherwise terminate without having been exercised in full for any reason, or if all or any portion of the Shares of Restricted Stock subject to an award of Restricted Stock shall be forfeited for any reason, the Shares for which the Option was not exercised or the Shares so forfeited shall revert to, and may again become available for the grant of one or more Awards under the Plan. No Awards shall be granted under the Plan after June 30, 2016; provided, however, that all Awards granted under the Plan prior to such date shall remain in effect until: (i) in the case of Options, such Options have been exercised or terminated in accordance with the Plan and the terms of such Options, or (ii) in the case of an award of Restricted Stock, the Shares subject to such Award are no longer subject to any restrictions (including, without limitation, any risk of forfeiture) or have been returned to the Company in accordance with the Plan and the terms of the applicable Restricted Stock Award Agreement.

5. Eligibility.

(a) Eligibility for Grant of Awards. Nonqualified Stock Options shall be granted to Non-Employee Directors as set forth in Section 6, and may otherwise be granted to Non-Employee Directors at the discretion of the Committee. Nonqualified Stock Options and/or ISOs (or a combination thereof) may be granted to Employees of the Company or its Subsidiaries, at the discretion of the Committee. Restricted Stock may be awarded to Employees of the Company or its Subsidiaries or Directors, at the discretion of the Committee.

(b) Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an ISO unless the exercise price of such Option is at least 110% of the Fair Market Value of the Common Stock on the date of grant, and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(c) Committee To Determine. The Committee, in its sole discretion, shall determine all questions of eligibility to receive Awards under the Plan.

6. Non-Employee Director Option Grants under the Plan. Notwithstanding any provision of the Plan to the contrary, each Non-Employee Director of the Company who was elected at the Company’s Annual Meeting of Shareholders held in 2003, 2004 or 2005, shall be granted a Nonqualified Stock Option to purchase 3,000 Shares of Common Stock upon approval of the Plan by the shareholders of the Company. Each Non-Employee Director of the Company who is elected by the shareholders of the Company at the Company’s Annual Meeting of

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Shareholders held in 2006 and in each year of election thereafter ending with the year 2015, shall be granted a Nonqualified Stock Option to purchase 5,000 Shares of Common Stock on the date so elected to the Board. Each Option granted pursuant to this Section 6 shall have an Option Term of five (5) years from the date it is granted and shall be first exercisable as to twenty-five percent (25%) of the Shares covered under the Option in each of years two through five of its term (each year commencing on the anniversary date of the grant).

7. Award Documents and Terms.

A. Option Documents and Terms. Each Option granted under the Plan shall be a Nonqualified Stock Option, unless the Option specifically shall be designated at the time of grant to be an ISO. If any Option designated as an ISO is determined for any reason not to qualify as an incentive stock option within the meaning of Section 422 of the Code, such Option shall be treated as a Nonqualified Stock Option for all purposes under the provisions of the Plan. Each Option granted pursuant to the Plan shall be evidenced by an Option Document in such form as the Committee shall from time to time approve, which Option Document shall comply with and be subject to the following terms and conditions and such other terms and conditions as the Committee shall from time to time require that are not inconsistent with the terms of the Plan.

(a) Number of Option Shares. Each Option Document shall state the number of Shares to which it pertains. An Optionee may receive more than one Option and the Options received may include Options that are intended to be ISOs and Options that are not intended to be ISOs, but only on the terms, and subject to the conditions and restrictions, of the Plan.

(b) Option Price. Each Option Document shall state the Option Price applicable to the Option granted therein. Subject to the provisions of Section 5(b) with respect to a Ten Percent Shareholder granted an ISO, the exercise price of any Option, whether a Nonqualified Stock Option or an ISO, shall in no event ever be less than 100% of the Fair Market Value of the Shares subject to the Option on the date the Option is granted as determined by the Committee in accordance with this Section 7A(b). Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c) Exercise. No Option shall be exercisable during the year ending on the first anniversary date of the granting of the Option. No Option shall be deemed to have been exercised prior to the receipt by the Company of written notice of such exercise and of payment in full of the Option price for the Shares to be purchased. Each such notice shall specify the number of Shares to be purchased and (unless the Shares are covered by a then current registration statement or a notification under Regulation A under the Securities Act) shall contain the Optionee’s acknowledgment in form and substance satisfactory to the Company that: (i) such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Optionee has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) the Company is under no obligation to register the Shares under the Securities Act or to take any action which would make available to the Optionee any exemption from such registration; (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and any other restrictions contained in the Plan and the applicable Option Document; and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option Documents may be endorsed on the certificates. Notwithstanding the foregoing, if the

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Company determines that issuance of Shares should be delayed pending (1) registration under federal or state securities laws, (2) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (3) the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or (4) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this sentence has occurred.

(d) Medium of Payment. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Committee in its sole discretion, by one or more of the following methods. The Committee shall have authority to grant Options that do not entitle the Optionee to use all methods or that require prior written consent of the Company to use certain of the methods. The methods of payment of the Option price are:

(i) cash or check payable in clearinghouse funds to the order of the Company;

(ii) by delivery to the Company of other Shares of Common Stock which, unless otherwise determined by the Committee, have been held for more than six (6) months;

(iii) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of the Shares with a Fair Market Value that does not exceed the Option price; provided, however, that the Company shall accept cash or other payment from the Optionee to the extent of any remaining balance of the aggregate Option price not so satisfied, provided further that the Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent so applied or withheld to satisfy tax withholding obligations pursuant to Section 11 below; or

(iv) any other form of legal consideration that may be acceptable to the Committee.

(e) Vesting. The total number of Shares subject to an Option may vest and therefore become exercisable in periodic installments that may or may not be equal. An Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on the satisfaction of certain performance criteria) as the Committee may deem appropriate. The vesting provisions of individual Options may vary.

(f) Termination of Options.

(i) No Option shall be exercisable after the first to occur of the following:

(A) Expiration of the Option term specified in the Option Document, which expiration shall occur no later than (1) ten (10) years from the date of grant, or (2) five (5) years from the date of grant of an ISO if the Optionee on the date of grant is a Ten Percent Shareholder;

(B) Unless otherwise set forth in the Option Document, expiration of three (3) months from the date the Optionee’s Continuous Service terminates by reason of the Optionee’s retirement or Disability; provided however, that if the Optionee dies within such three-month period, any unexercised Option, to the extent to which it was exercisable at the time of his death, shall thereafter be exercisable for a period not exceeding fifteen (15) months from the date of his death;

(C) Unless otherwise set forth in the Option Document, expiration of fifteen (15) months from the date Optionee’s Continuous Service terminates due to the Optionee’s death;

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(D) Unless otherwise set forth in the Option Document or in (E) below with respect to Non-Employee Director Options, upon the termination date of the Optionee’s Continuous Service in the event that the Optionee’s Continuous Service is terminated for any reason other than death, Disability or retirement; or

(E) Notwithstanding (B) and (D) above, in the case of Options granted to Non-Employee Directors pursuant to Section 6 above, expiration of a period of thirty (30) days from the date the Optionee’s Continuous Service terminates; provided however, that if the Non-Employee Director dies within such thirty (30) days, any unexercised Option, to the extent to which it was exercisable at the time of his death, shall thereafter be exercisable for a period not exceeding fifteen (15) months from the date of his death; or

(F) The date, if any, set by the Board of Directors or the Committee as an accelerated expiration date in the event of the liquidation or dissolution of the Company or a Change of Control.

(ii) Notwithstanding the foregoing, if an Optionee’s employment terminates by death, Disability or retirement after the first anniversary date of the granting of the Option and prior to an installment of his Option (other than the first installment) becoming exercisable and if there are no conditions to the next succeeding installment becoming exercisable other than the passage of time, his Option thereupon shall become exercisable with respect to a number of Shares (in addition to Shares covered by installments theretofore matured) equal to a pro rata portion of the Shares for which it would become exercisable upon the maturity of the next succeeding installment, such pro rata portion to be based upon the proportion which the number of full months in the period beginning with the maturity date of the next preceding installment and ending with such termination of his employment bears to the total number of full months in the period beginning with the maturity date of the next preceding installment and ending with the maturity date of the next succeeding installment.

(iii) Notwithstanding the foregoing, the Committee may extend the period during which all or any portion of an Option may be exercised to a date no later than the Option term specified in the Option Document pursuant to Subsection 7A(f)(i)(A), provided that any change pursuant to this Subsection 7A(f)(iii) which would cause an ISO to become a Nonqualified Stock Option may be made only with the consent of the Optionee.

(g) Transferability of Options. Unless otherwise determined by the Committee with respect to a Nonqualified Stock Option, no Option granted under the Plan may be transferred, except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of an Optionee only by the Optionee. Notwithstanding the foregoing, an Optionee may, by delivering written notice to the Company in form satisfactory to the Company, designate a third party who, in the event of the Optionee’s death, shall thereafter be entitled to exercise the Option.

(h) Limitation on ISO Grants. To the extent that the aggregate Fair Market Value of the Shares of Common Stock (determined at the time the ISO is granted) with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under all incentive stock option plans of the Company or its Subsidiaries in which such Optionee has been granted ISOs exceeds $100,000, the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonqualified Stock Options, notwithstanding any contrary provision of the applicable Option Document.

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(i) Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Option shall contain such provisions such that such Option will comply with the requirements of Section 409A of the Code. Such provisions, if any, shall be determined by the Committee and shall be set forth in the Option Document evidencing such Option.

(j) Other Provisions. Subject to the provisions of the Plan, the Option Documents shall contain such other provisions including, without limitation, additional restrictions upon the exercise of the Option or additional limitations upon the term of the Option, as the Committee shall deem advisable.

(k) Amendment. Subject to the provisions of the Plan, the Committee shall have the right to amend Option Documents issued to an Optionee, subject to the Optionee’s consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made pursuant to Subsection 7A(f)(i)(F) or Sections 8 and 9 of the Plan, as applicable.

B. Restricted Stock Award Agreements and Terms. Each award of Restricted Stock pursuant to the Plan shall be evidenced by a Restricted Stock Award Agreement in such form as the Committee shall from time to time approve, which Restricted Stock Award Agreement shall comply with and be subject to the following terms and conditions and such other terms and conditions as the Committee shall from time to time require that are not inconsistent with the terms of the Plan. A Participant shall have no rights with respect to the Shares of Restricted Stock covered by a Restricted Stock Award Agreement until the Participant has executed and delivered to the Company the applicable Restricted Stock Award Agreement and paid the full purchase price, if any, for said Shares to the Company in the manner set forth in the Restricted Stock Award Agreement.

(a) Number of Shares of Restricted Stock. Each Restricted Stock Award Agreement shall state the number of Shares to which it pertains. Participants may receive more than one award of Restricted Stock, but only on the terms, and subject to the conditions and restrictions, of the Plan.

(b) Purchase Price. Restricted Stock may be awarded for such consideration as is determined by the Committee in its sole discretion, including no consideration or such minimum consideration as may be required by applicable law.

(c) Medium of Payment. The purchase price, if any, payable to purchase Restricted Stock shall be paid by cash or check payable in clearinghouse funds to the order of the Company, or any other form of legal consideration that may be acceptable to the Committee in its sole discretion and permissible under applicable law.

(d) Restrictions. Each Restricted Stock Award Agreement shall state the terms and conditions, if any, pursuant to which the Participant shall acquire a nonforfeitable right to the Shares awarded as Restricted Stock. Shares may become nonforfeitable immediately or in periodic installments that may or may not be equal. An award of Restricted Stock may be subject to such other terms and conditions on the time or times when the Shares under such award shall become nonforfeitable (which may be based on the satisfaction of certain performance criteria), or such other restrictions (including, without limitation, limitations on the right to vote the Shares or the right to receive dividends on the Shares), as the Committee may deem appropriate. Restrictions with respect to individual awards of Restricted Stock may vary. Unless the Committee determines otherwise, certificates evidencing Shares of Restricted Stock shall (i) bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock and (ii) remain in the possession of the Company until such time as all applicable restrictions lapse.

(e) Termination. Unless otherwise provided in the Restricted Stock Award Agreement, any Shares under an award of Restricted Stock that remain subject to a risk of forfeiture on the date a Participant’s

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Continuous Service terminates shall be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company, and neither the Participant nor his or her heirs, executors, administrators or successors shall have any right or interest in such Restricted Stock or the award of Restricted Stock.

(f) Transferability. Shares of Restricted Stock shall not be sold, assigned, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant except as expressly permitted by the terms and conditions of the Restricted Stock Award Agreement, as the Committee shall determine in its discretion, so long as such Shares remain subject to the terms of the Restricted Stock Award Agreement.

(g) Issuance of Restricted Stock. Unless the Shares are covered by a then current registration statement or a notification under Regulation A under the Securities Act, each Restricted Stock Award Agreement shall contain the Participant’s acknowledgment in form and substance satisfactory to the Company that: (i) such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Participant has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) the Company is under no obligation to register the Shares under the Securities Act or to take any action which would make available to the Participant any exemption from such registration; (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and any other restrictions contained in the Plan and the applicable Restricted Stock Award Agreement; and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Restricted Stock Award Agreement may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (1) registration under federal or state securities laws, (2) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (3) the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or (4) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer issuance of any Shares under an award of Restricted Stock granted hereunder until any of the events described in this sentence has occurred.

(h) Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any award of Restricted Stock shall contain such provisions such that such award will comply with the requirements of Section 409A of the Code. Such provisions, if any, shall be determined by the Committee and shall be set forth in the Restricted Stock Award Agreement evidencing such award.

(i) Other Provisions. Subject to the provisions of the Plan, the Restricted Stock Award Agreement shall contain such other provisions including, without limitation, additional terms and conditions with respect to when the Participant will obtain a nonforfeitable right to the Shares, as the Committee shall deem advisable.

(j) Amendment. Subject to the provisions of the Plan, the Committee shall have the right to amend Restricted Stock Award Agreements issued to a Participant, subject to the Participant’s consent if such amendment is not favorable to the Participant, except that the consent of the Participant shall not be required for any amendment made pursuant to Sections 8 and 9 of the Plan, as applicable.

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8. Change of Control.

(a) Options. Unless otherwise provided in an applicable Option Document, immediately following the consummation of a Change of Control, all outstanding Options shall terminate and cease to be outstanding, except to the extent assumed by a successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of any agreement governing a Change of Control. If Options terminate and are not assumed in connection with a Change of Control, all holders of such Options shall receive the same consideration that shareholders receive upon such Change of Control to the extent that such Options are vested immediately prior to such Change of Control reduced by the Option price such Optionee would have had to pay upon the exercise of their respective Options and any applicable withholding taxes. The Committee may provide for full or partial vesting of any outstanding Option prior to a Change of Control in the applicable Option Document or by unilateral amendment to any such Option Document after the grant of any such Option.

(b) Restricted Stock. The Committee shall have the discretion to provide in each Restricted Stock Award Agreement the terms and conditions that relate to the lapse of any restrictions on the Shares of Restricted Stock subject thereto, including without limitation any risk of forfeiture, in the event of a Change in Control, which terms and conditions may vary in each Restricted Stock Award Agreement. The Committee may provide for lapse of restrictions on any Shares subject to an award of Restricted Stock prior to a Change of Control in the applicable Restricted Stock Award Agreement or by unilateral amendment to any such Restricted Stock Award Agreement after the grant of any such award.

9. Adjustments on Changes in Capitalization. The aggregate number of Shares and class of Shares as to which Awards may be granted hereunder, the number and class or classes of Shares covered by each outstanding Award and the Option price or purchase price, as applicable, thereof, shall be proportionately adjusted in the event of a stock dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Common Stock and/or a recapitalization, reorganization or other capital adjustment (not including the issuance of Common Stock on the conversion or exchange of other securities of the Company which are convertible into or exchangeable for Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company. The Committee shall have authority to determine the adjustments to be made under this Section, and any such determination by the Committee shall be final, binding and conclusive; provided, however, that no adjustment shall be made which will cause an ISO to lose its status as such without the consent of the Optionee, except in the case of any adjustment that may be deemed to have been made pursuant to a Change of Control under Section 8.

10. No Commitment to Retain. The grant of an Award pursuant to the Plan shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any Subsidiary to retain the Participant in the employ or service of the Company or a Subsidiary and/or as a member of the Company’s Board or in any other capacity, or interfere in any way with the right of the Company or a Subsidiary to terminate the services of a Participant.

11. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of an Option or an award of Restricted Stock, the Company shall have the right to: (a) require the recipient to remit or otherwise make available to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares; or (b) take whatever other action it deems necessary to protect its interests with

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respect to tax liabilities. The Company’s obligation to make any delivery or transfer of Shares shall be conditioned on the Participant’s compliance, to the Company’s satisfaction, with any withholding requirement. With the consent of the Committee, in its sole discretion, a Participant may satisfy any such withholding obligations by (i) authorizing the Company to withhold sufficient Shares from the Shares otherwise issuable to the Participant as a result of the exercise of the Option or the award of Restricted Stock, provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (ii) delivering to the Company other owned and unencumbered Shares of Common Stock.

12. Shareholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to an Award unless and until such Participant has satisfied all requirements (i) in the case of an Option, for exercise of the Option pursuant to its terms and (ii) in the case of an award of Restricted Stock, for receipt of Shares subject to the award of Restricted Stock (subject to any restrictions, including, without limitation, any risk of forfeiture) in accordance with the terms of such award.

13. Interpretation. The Plan is intended to enable transactions under the Plan with respect to directors and officers (within the meaning of Section 16(a) under the Exchange Act) to satisfy the conditions of said Rule 16b-3 under the Exchange Act or its successors; to the extent that any provision of the Plan would cause a conflict with such conditions or would cause the administration of the Plan as provided in Section 3 to fail to satisfy the conditions of said Rule 16b-3, such provision shall be deemed null and void to the extent permitted by applicable law. This Section shall not be applicable if no class of the Company’s equity securities is then registered pursuant to Section 12 of the Exchange Act.

14. Amendment or Termination of the Plan. The Board may amend, suspend or terminate the Plan, but no such amendment or termination shall be made which would adversely affect any outstanding Awards without the written consent of the affected Participants. In addition, to the extent necessary to comply with Section 422 of the Code, Section 16b-3 under the Exchange Act or any other applicable law or regulation, including the requirements of any stock exchange or national market system upon which the Common Stock is then listed, the Company shall obtain shareholder approval of any Plan amendment or termination.

15. Term of Plan and Effective Date.

(a) Amendment and Restatement. This Plan amends and restates the Bolt Technology Corporation 2006 Stock Option Plan (the “Original Plan”), which was approved by the Board of Directors on September 28, 2006, and by the shareholders of the Company on November 21, 2006.

(b) Term of Plan. Unless sooner terminated by the Board pursuant to Section 14, the Plan shall automatically terminate on September 27, 2016, the day before the tenth (10^th) anniversary of the date the Original Plan was adopted by the Board; provided however, that all applicable provisions with respect to Awards granted prior to such termination shall remain in effect until (i) in the case of Options, all the outstanding Options have been exercised or expired in accordance with the Plan and the terms of the Options and (ii) in the case of Shares of Restricted Stock, all Shares subject to awards of Restricted Stock are no longer subject to any restrictions (including, without limitation, any risk of forfeiture) or have been returned to the Company in accordance with the Plan and the terms of the applicable Restricted Stock Award Agreement.

(c) Effective Date. The Plan is effective as of September 18, 2007, the date on which the Plan was approved by the Board of Directors. The Plan is conditioned on the approval of the shareholders of the

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Company within twelve (12) months after the date the Plan was so adopted by the Board. No Awards shall be granted under the Plan until the Plan is duly approved by the shareholders of the Company.

16. Choice of Law. The law of the State of Connecticut shall apply to all matters relating to the construction, validity and interpretation of the Plan and the Awards granted under the Plan, without regard to such state’s conflict of laws principles.

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BOLT TECHNOLOGY CORPORATION

INCENTIVE STOCK OPTION AGREEMENT

AGREEMENT made as of                     , 200            , by and between Bolt Technology Corporation, a Connecticut corporation (the “Company”), and                     (the “Optionee”).

Pursuant to the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (as it may be further amended from time to time, the “Plan”), the Company desires to grant to the Optionee, and the Optionee desires to accept from the Company, an option to purchase shares of the common stock of the Company, without par value (the “Common Stock”), upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Company and the Optionee agree as follows:

1. Grant of Option; Option Price. The Company hereby grants to the Optionee an option to purchase             shares of Common Stock at a purchase price per share of $            (the “Option”). The purchase price is not less than the fair market value of the Common Stock on the date of grant.

The Option is intended to be treated as an option that is an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the intention of the Company and the Optionee that the Option will be treated as an incentive stock option, such treatment will depend upon satisfaction of certain conditions set forth in the Code and may not be available in all instances. The Optionee hereby acknowledges and understands that to the extent that the Option does not qualify as an incentive stock option, the Option will be treated as a non-qualified stock option.

There are potential tax consequences associated with the grant, vesting and exercise of this Option. It is the responsibility of the Optionee to seek independent tax advice with regard to the tax treatment of the Option, the exercise thereof, the disposition of any Common Stock acquired upon exercise of the Option and any other related matters.

2. Entitlement to Exercise Option; Term of Option. The Option shall not be exercisable during the year ending on the first anniversary date of the date hereof and then only with respect to the vested portion of the Option. Subject to the preceding sentence and the terms of this Agreement and the Plan, the Option shall only become exercisable in accordance with the following vesting schedule based upon the number of full years of the Optionee’s Continuous Service (as defined in the Plan) following the date of grant:

Vesting Date Number of Shares Vesting

Unless sooner terminated pursuant to the terms of this Agreement, the Option will expire if and to the extent it is not exercised on or before                     , 20            , such date not to exceed or be extended beyond                     [ten years from date of grant].

3. Exercise of Option; Medium of Payment. (a) Subject to the requirements of Section 2, the vested portion of the Option may be exercised in whole at any time or in part from time to time during the term of the Option. To exercise the Option, the Optionee shall deliver to the Chief Executive Officer of the Company: (i) a written notice specifying the number of shares of Common Stock to be purchased, and (ii) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise of the Option or the sale of the shares of Common Stock covered thereby.

(b) The medium of payment for exercising the Option may be one or a combination of the following: (i) cash or check payable in clearinghouse funds to the order of the Company; (ii) by delivery to the Company of other shares of Common Stock which, unless otherwise determined by the Committee (as defined in the Plan), have been held for more than six (6) months; (iii) by a “net exercise” arrangement (as described in the Plan); or (iv) any other form of legal consideration that may be acceptable to the Committee. If the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of the Option or the sale of the shares of Common Stock covered thereby, then before the transfer of shares to the Optionee the Company shall have the right to require such payments from the Optionee or withhold such amounts from other payments due to the Company by the Optionee.

4. Rights as a Stockholder. No shares of Common Stock will be issued or delivered pursuant to an exercise of the Option until full payment for such shares has been made. The Optionee shall not be deemed to be, or have any rights as, a stockholder with respect to any shares covered by the Option until a stock certificate for such shares has been issued to the Optionee. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date of issuance of such stock certificate.

5. Nontransferability of Option. The Option is not assignable or transferable except by will or by the applicable laws of descent and distribution. The Option is exercisable during the Optionee’s lifetime only by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company in form satisfactory to the Company, designate a third party who, in the event of the Optionee’s death, shall thereafter be entitled to exercise the Option.

6. Termination of Employment. (a) If the Optionee’s Continuous Service with the Company or any Subsidiary (as defined in the Plan) terminates by reason of the Optionee’s retirement or Disability (as defined in the Plan), then, unless sooner terminated under the terms hereof or pursuant to the Plan, the Option will terminate on the date three (3) months after the date of the Optionee’s termination of Continuous Service; provided, however, that if the Optionee dies within such three-month period, any unexercised Option, to the extent to which it

2

was exercisable at the time of the Optionee’s death, shall thereafter be exercisable for a period not exceeding fifteen (15) months from the date of the Optionee’s death. If the Optionee’s Continuous Service with the Company terminates by reason of the Optionee’s death, then, unless sooner terminated under the terms hereof or pursuant to the Plan, the Option will terminate on the date fifteen (15) months from the date of the Optionee’s death. If the Optionee’s Continuous Service with the Company terminates for any reason other than death, Disability or retirement, the Option will terminate on the termination date of the Optionee’s Continuous Service with the Company.

(b) Notwithstanding the foregoing, if an Optionee’s employment terminates by death, Disability or retirement after the first anniversary date of the date hereof and prior to an installment of the Option (other than the first installment) becoming exercisable and if there are no conditions to the next succeeding installment becoming exercisable other than the passage of time, the Option shall become exercisable with respect to the number of shares calculated pursuant to Section 7A(f)(ii) of the Plan.

7. Plan Provisions Control. This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein, the provisions of the Plan shall govern if and to the extent that there are inconsistencies between the provisions of the Plan and the provisions of this Agreement. The Optionee acknowledges that the Optionee has received a copy of the Plan prior to the execution of this Agreement.

8. No Rights Conferred. Nothing in this Agreement shall give the Optionee any right to continue in the employ or service of the Company or any Subsidiary and/or as a member of the Company’s Board of Directors or in any other capacity, or interfere in any way with the right of the Company or any Subsidiary to terminate the employment or services of the Optionee.

9. Change of Control; Adjustments. The provisions of Section 8 of the Plan shall govern upon the consummation of a Change of Control (as defined in the Plan). All references to the number and class of shares covered by this Agreement, the exercise price per share of the Option, and other terms in this Agreement may be appropriately adjusted, in the discretion of the Committee, in the event of certain changes in capitalization, as set forth in Section 9 of the Plan.

10. Securities Law and Other Requirements. Exercise of the Option is subject to compliance with applicable securities and other laws, rules and regulations, including without limitation as set forth in Section 7A(c) of the Plan, and the Company may defer exercise of the Option to ensure compliance with such laws, rules and regulations.

11. Compliance with Section 409A of the Code. The Optionee hereby consents (without further consideration) to any change to the Option or this Agreement so the Optionee can avoid paying penalties under Section 409A of the Code, even if those changes affect the terms and conditions of the Option and reduce its value or potential value.

12. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and

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permitted assigns. This Agreement may not be assigned or transferred in whole or in part except as provided in the Plan.

13. Interpretation of this Agreement. All determinations and interpretations made by the Committee with regard to any questions arising under the Plan or this Agreement shall be final, binding and conclusive as to all persons, including without limitation the Optionee and any person claiming rights from or through the Optionee.

14. Venue. Each party to this Agreement hereby irrevocably (i) consents and submits to the exclusive jurisdiction of the state and federal courts in Fairfield County, Connecticut in connection with any disputes arising out of this Agreement, and (ii) waives any objection based on venue or inconvenient forum with respect to any action instituted therein arising under this Agreement or the transactions contemplated hereby, and agrees that any dispute with respect to such matters shall be heard only in the courts described above.

15. Governing Law; Entire Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to such state’s conflict of laws principles. The Plan and this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This Agreement may be amended by the Committee, subject to the Optionee’s consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made pursuant to Section 7A(f)(i)(F), Section 8 or Section 9 of the Plan, or as set forth in Section 11 of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BOLT TECHNOLOGY CORPORATION

By:

Name:

Title:

OPTIONEE

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BOLT TECHNOLOGY CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT

AGREEMENT made as of                     , 200            , by and between Bolt Technology Corporation, a Connecticut corporation (the “Company”), and                     (the “Optionee”).

Pursuant to the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (as it may be further amended from time to time, the “Plan”), the Company desires to grant to the Optionee, and the Optionee desires to accept from the Company, an option to purchase shares of the common stock of the Company, without par value (the “Common Stock”), upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Company and the Optionee agree as follows:

1. Grant of Option; Option Price. The Company hereby grants to the Optionee an option to purchase             shares of Common Stock at a purchase price per share of $            (the “Option”). The Option is intended to be treated as an option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The purchase price is not less than the fair market value of the Common Stock on the date of grant.

There are potential tax consequences associated with the grant, vesting and exercise of this Option. It is the responsibility of the Optionee to seek independent tax advice with regard to the tax treatment of the Option, the exercise thereof, the disposition of any Common Stock acquired upon exercise of the Option and any other related matters.

2. Entitlement to Exercise Option; Term of Option. The Option shall not be exercisable during the year ending on the first anniversary date of the date hereof and then only with respect to the vested portion of the Option. Subject to the preceding sentence and the terms of this Agreement and the Plan, the Option shall only become exercisable in accordance with the following vesting schedule based upon the number of full years of the Optionee’s Continuous Service (as defined in the Plan) following the date of grant:

Vesting Date Number of Shares Vesting

Unless sooner terminated pursuant to the terms of this Agreement, the Option will expire if and to the extent it is not exercised on or before                     , 20            , such date not to exceed or be extended beyond                     [ten years from date of grant].

3. Exercise of Option; Medium of Payment. (a) Subject to the requirements of Section 2, the vested portion of the Option may be exercised in whole at any time or in part from time to time during the term of the Option. To exercise the Option, the Optionee shall deliver to

the Chief Executive Officer of the Company: (i) a written notice specifying the number of shares of Common Stock to be purchased, and (ii) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise of the Option or the sale of the shares of Common Stock covered thereby.

(b) The medium of payment for exercising the Option may be one or a combination of the following: (i) cash or check payable in clearinghouse funds to the order of the Company; (ii) by delivery to the Company of other shares of Common Stock which, unless otherwise determined by the Committee (as defined in the Plan), have been held for more than six (6) months; (iii) by a “net exercise” arrangement (as described in the Plan); or (iv) any other form of legal consideration that may be acceptable to the Committee. If the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of the Option or the sale of the shares of Common Stock covered thereby, then before the transfer of shares to the Optionee the Company shall have the right to require such payments from the Optionee or withhold such amounts from other payments due to the Company by the Optionee.

4. Rights as a Stockholder. No shares of Common Stock will be issued or delivered pursuant to an exercise of the Option until full payment for such shares has been made. The Optionee shall not be deemed to be, or have any rights as, a stockholder with respect to any shares covered by the Option until a stock certificate for such shares has been issued to the Optionee. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date of issuance of such stock certificate.

5. Nontransferability of Option. The Option is not assignable or transferable except by will or by the applicable laws of descent and distribution. The Option is exercisable during the Optionee’s lifetime only by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company in form satisfactory to the Company, designate a third party who, in the event of the Optionee’s death, shall thereafter be entitled to exercise the Option.

6. Termination of Employment. (a) If the Optionee’s Continuous Service with the Company or any Subsidiary (as defined in the Plan) terminates by reason of the Optionee’s retirement or Disability (as defined in the Plan), then, unless sooner terminated under the terms hereof or pursuant to the Plan, the Option will terminate on the date three (3) months after the date of the Optionee’s termination of Continuous Service; provided, however, that if the Optionee dies within such three-month period, any unexercised Option, to the extent to which it was exercisable at the time of the Optionee’s death, shall thereafter be exercisable for a period not exceeding fifteen (15) months from the date of the Optionee’s death. If the Optionee’s Continuous Service with the Company terminates by reason of the Optionee’s death, then, unless sooner terminated under the terms hereof or pursuant to the Plan, the Option will terminate on the date fifteen (15) months from the date of the Optionee’s death. If the Optionee’s Continuous Service with the Company terminates for any reason other than death, Disability or retirement, the Option will terminate on the termination date of the Optionee’s Continuous Service with the Company.

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(b) Notwithstanding the foregoing, if an Optionee’s employment terminates by death, Disability or retirement after the first anniversary date of the date hereof and prior to an installment of the Option (other than the first installment) becoming exercisable and if there are no conditions to the next succeeding installment becoming exercisable other than the passage of time, the Option shall become exercisable with respect to the number of shares calculated pursuant to Section 7A(f)(ii) of the Plan.

7. Plan Provisions Control. This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein, the provisions of the Plan shall govern if and to the extent that there are inconsistencies between the provisions of the Plan and the provisions of this Agreement. The Optionee acknowledges that the Optionee has received a copy of the Plan prior to the execution of this Agreement.

8. No Rights Conferred. Nothing in this Agreement shall give the Optionee any right to continue in the employ or service of the Company or any Subsidiary and/or as a member of the Company’s Board of Directors or in any other capacity, or interfere in any way with the right of the Company or any Subsidiary to terminate the employment or services of the Optionee.

9. Change of Control; Adjustments. The provisions of Section 8 of the Plan shall govern upon the consummation of a Change of Control (as defined in the Plan). All references to the number and class of shares covered by this Agreement, the exercise price per share of the Option, and other terms in this Agreement may be appropriately adjusted, in the discretion of the Committee, in the event of certain changes in capitalization, as set forth in Section 9 of the Plan.

10. Securities Law and Other Requirements. Exercise of the Option is subject to compliance with applicable securities and other laws, rules and regulations, including without limitation as set forth in Section 7A(c) of the Plan, and the Company may defer exercise of the Option to ensure compliance with such laws, rules and regulations.

11. Compliance with Section 409A of the Code. The Optionee hereby consents (without further consideration) to any change to the Option or this Agreement so the Optionee can avoid paying penalties under Section 409A of the Code, even if those changes affect the terms and conditions of the Option and reduce its value or potential value.

12. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Agreement may not be assigned or transferred in whole or in part except as provided in the Plan.

13. Interpretation of this Agreement. All determinations and interpretations made by the Committee with regard to any questions arising under the Plan or this Agreement shall be final, binding and conclusive as to all persons, including without limitation the Optionee and any person claiming rights from or through the Optionee.

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14. Venue. Each party to this Agreement hereby irrevocably (i) consents and submits to the exclusive jurisdiction of the state and federal courts in Fairfield County, Connecticut in connection with any disputes arising out of this Agreement, and (ii) waives any objection based on venue or inconvenient forum with respect to any action instituted therein arising under this Agreement or the transactions contemplated hereby, and agrees that any dispute with respect to such matters shall be heard only in the courts described above.

15. Governing Law; Entire Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to such state’s conflict of laws principles. The Plan and this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This Agreement may be amended by the Committee, subject to the Optionee’s consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made pursuant to Section 7A(f)(i)(F), Section 8 or Section 9 of the Plan, or as set forth in Section 11 of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BOLT TECHNOLOGY CORPORATION

By:

Name:

Title:

OPTIONEE

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BOLT TECHNOLOGY CORPORATION

NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT

AGREEMENT made as of                     , 200            , by and between Bolt Technology Corporation, a Connecticut corporation (the “Company”), and                     (the “Optionee”).

Pursuant to the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (as it may be further amended from time to time, the “Plan”), the Company desires to grant to the Optionee, and the Optionee desires to accept from the Company, an option to purchase shares of the common stock of the Company, without par value (the “Common Stock”), upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Company and the Optionee agree as follows:

1. Grant of Option; Option Price. The Company hereby grants to the Optionee an option to purchase [3,000 / 5,000] shares of Common Stock at a purchase price per share of $            (the “Option”). The Option is intended to be treated as an option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The purchase price is not less than the fair market value of the Common Stock on the date of grant.

There are potential tax consequences associated with the grant, vesting and exercise of this Option. It is the responsibility of the Optionee to seek independent tax advice with regard to the tax treatment of the Option, the exercise thereof, the disposition of any Common Stock acquired upon exercise of the Option and any other related matters.

2. Entitlement to Exercise Option; Term of Option. The Option shall not be exercisable during the year ending on the first anniversary date of the date hereof and then only with respect to the vested portion of the Option. Subject to the preceding sentence and the terms of this Agreement and the Plan, the Option shall only become exercisable in accordance with the following vesting schedule based upon the number of full years of the Optionee’s Continuous Service (as defined in the Plan) as a director of the Company following the date of grant:

Vesting Date	Number of Shares Vesting
First anniversary date of the date hereof	[750 /1,250	]
Second anniversary date of the date hereof	[750 /1,250	]
Third anniversary date of the date hereof	[750 /1,250	]
Fourth anniversary date of the date hereof	[750 /1,250	]

Unless sooner terminated pursuant to the terms of this Agreement, the Option will expire if and to the extent it is not exercised on or before the fifth anniversary from the date hereof.

3. Exercise of Option; Medium of Payment. (a) Subject to the requirements of Section 2, the vested portion of the Option may be exercised in whole at any time or in part from time to time during the term of the Option. To exercise the Option, the Optionee shall deliver to the Chief Executive Officer of the Company: (i) a written notice specifying the number of shares of Common Stock to be purchased, and (ii) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise of the Option or the sale of the shares of Common Stock covered thereby.

(b) The medium of payment for exercising the Option may be one or a combination of the following: (i) cash or check payable in clearinghouse funds to the order of the Company; (ii) by delivery to the Company of other shares of Common Stock which, unless otherwise determined by the Committee (as defined in the Plan), have been held for more than six (6) months; (iii) by a “net exercise” arrangement (as described in the Plan); or (iv) any other form of legal consideration that may be acceptable to the Committee. If the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of the Option or the sale of the shares of Common Stock covered thereby, then before the transfer of shares to the Optionee the Company shall have the right to require such payments from the Optionee or withhold such amounts from other payments due to the Company by the Optionee.

4. Rights as a Stockholder. No shares of Common Stock will be issued or delivered pursuant to an exercise of the Option until full payment for such shares has been made. The Optionee shall not be deemed to be, or have any rights as, a stockholder with respect to any shares covered by the Option until a stock certificate for such shares has been issued to the Optionee. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date of issuance of such stock certificate.

5. Nontransferability of Option. The Option is not assignable or transferable except by will or by the applicable laws of descent and distribution. The Option is exercisable during the Optionee’s lifetime only by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company in form satisfactory to the Company, designate a third party who, in the event of the Optionee’s death, shall thereafter be entitled to exercise the Option.

6. Termination of Service as Director. If the Optionee’s Continuous Service with the Company or any Subsidiary (as defined in the Plan) terminates by reason other than death, then, unless sooner terminated under the terms hereof or pursuant to the Plan, the Option will terminate on the date thirty (30) days after the date of the Optionee’s termination of Continuous Service; provided, however, that if the Optionee dies within such thirty-day period, any unexercised Option, to the extent to which it was exercisable at the time of the Optionee’s death, shall thereafter be exercisable for a period not exceeding fifteen (15) months from the date of the Optionee’s death. If the Optionee’s Continuous Service with the Company terminates by reason of the Optionee’s death, then, unless sooner terminated under the terms hereof or pursuant to the Plan, the Option will terminate on the date fifteen (15) months from the date of the Optionee’s death.

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7. Plan Provisions Control. This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein, the provisions of the Plan shall govern if and to the extent that there are inconsistencies between the provisions of the Plan and the provisions of this Agreement. The Optionee acknowledges that the Optionee has received a copy of the Plan prior to the execution of this Agreement.

8. No Rights Conferred. Nothing in this Agreement shall give the Optionee any right to continue in the service of the Company or any Subsidiary and/or as a member of the Company’s Board of Directors or in any other capacity, or interfere in any way with the right of the Company or any Subsidiary to terminate the services of the Optionee.

9. Change of Control; Adjustments. The provisions of Section 8 of the Plan shall govern upon the consummation of a Change of Control (as defined in the Plan). All references to the number and class of shares covered by this Agreement, the exercise price per share of the Option, and other terms in this Agreement may be appropriately adjusted, in the discretion of the Committee, in the event of certain changes in capitalization, as set forth in Section 9 of the Plan.

10. Securities Law and Other Requirements. Exercise of the Option is subject to compliance with applicable securities and other laws, rules and regulations, including without limitation as set forth in Section 7A(c) of the Plan, and the Company may defer exercise of the Option to ensure compliance with such laws, rules and regulations.

11. Compliance with Section 409A of the Code. The Optionee hereby consents (without further consideration) to any change to the Option or this Agreement so the Optionee can avoid paying penalties under Section 409A of the Code, even if those changes affect the terms and conditions of the Option and reduce its value or potential value.

12. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Agreement may not be assigned or transferred in whole or in part except as provided in the Plan.

13. Interpretation of this Agreement. All determinations and interpretations made by the Committee with regard to any questions arising under the Plan or this Agreement shall be final, binding and conclusive as to all persons, including without limitation the Optionee and any person claiming rights from or through the Optionee.

14. Venue. Each party to this Agreement hereby irrevocably (i) consents and submits to the exclusive jurisdiction of the state and federal courts in Fairfield County, Connecticut in connection with any disputes arising out of this Agreement, and (ii) waives any objection based on venue or inconvenient forum with respect to any action instituted therein arising under this Agreement or the transactions contemplated hereby, and agrees that any dispute with respect to such matters shall be heard only in the courts described above.

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15. Governing Law; Entire Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to such state’s conflict of laws principles. The Plan and this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This Agreement may be amended by the Committee, subject to the Optionee’s consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made pursuant to Section 7A(f)(i)(F), Section 8 or Section 9 of the Plan, or as set forth in Section 11 of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BOLT TECHNOLOGY CORPORATION

By:

Name:

Title:

OPTIONEE

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BOLT TECHNOLOGY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into as of                     , 200    (the “Effective Date”), by and between Bolt Technology Corporation, a Connecticut corporation (the “Company”), and             (the “Participant”).

WHEREAS, the Participant is an employee of the Company or one of its subsidiaries or a director of the Company and in connection therewith has rendered services for and on behalf of the Company and/or its subsidiaries; and

WHEREAS, in recognition of the prior contributions made by the Participant and to provide the Participant with an additional incentive to use maximum efforts for the future success of the Company and its subsidiaries, the Company desires to grant to the Participant, and the Participant desires to accept from the Company, an award of the common stock, without par value, of the Company (the “Common Stock”) pursuant to the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (as it may be further amended from time to time, the “Plan”), subject to certain restrictions for the benefit of the Company, and upon such other terms and conditions, set forth in this Agreement.

NOW, THEREFORE, the Company and the Participant agree as follows:

1. Restricted Stock Award. The Company hereby offers to issue to the Participant             shares of Common Stock (the “Shares”) subject to the restrictions and on the terms and conditions set forth in this Agreement (the “Award”). Unless this offer is earlier revoked in writing by the Company, the Participant shall have ten (10) days from the date of the delivery of this Agreement to the Participant to accept the offer of the Company by executing and delivering to the Company two copies of this Agreement, without condition or reservation of any kind whatsoever, and pay the full purchase price, if any, for said Shares to the Company in the manner set forth in this Agreement.

2. Purchase Price. The purchase price to purchase the Shares is $            . The purchase price shall be paid by cash or check payable in clearinghouse funds to the order of the Company, or any other form of legal consideration that may be acceptable to the Committee (as defined in the Plan) in its sole discretion and permissible under applicable law.

3. Restriction on the Shares.

(a) Period of Restriction. Except as otherwise set forth herein, all the Shares issued to the Participant pursuant to this Agreement shall be subject to a period of restriction (the “Period of Restriction”) during which the Participant’s rights in and to such Shares shall be subject to the limitations and obligations set forth in this Section 3.

(b) Lapse of Period of Restriction. The Period of Restriction shall lapse as to a percentage of the Shares in accordance with the schedule set forth below based upon the period of time of the Participant’s Continuous Service (as defined in the Plan) with the Company or any Subsidiary (as defined in the Plan), calculated from the Effective Date:

Period of Continuous Service
(calculated from the Effective
Date)
Incremental Percentage of
Shares Not Subject to
Restriction
Cumulative Percentage of
Shares Not Subject to
Restriction

During the period that the Shares are subject to the Period of Restriction, such Shares are referred to herein as “Restricted Stock.”

(c) Termination of Continuous Service. Notwithstanding any other provision of this Agreement to the contrary, if the Participant’s Continuous Service with the Company or any Subsidiary terminates for any reason (or no reason), including without limitation, the Participant’s death or Disability (as defined in the Plan), any shares of Restricted Stock that are subject to the Period of Restriction on the date of the Participant’s termination shall be immediately forfeited by the Participant and shall be automatically transferred to and reacquired by the Company at no cost to the Company, and neither the Participant nor his or her heirs, executors, administrators or successors shall have any right or interest in such Restricted Stock.

(d) Escrow. Upon the Participant’s execution and delivery of this Agreement, the Participant agrees to concurrently deliver one or more executed stock powers as requested by the Company, duly endorsed in blank for transfer, in the form attached hereto as Exhibit A, which shall be deposited with the Company during the Period of Restriction. Each certificate representing shares of Restricted Stock shall bear the following legend until the lapse of the Period of Restriction with respect to the shares represented by such certificate:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”) and the Restricted Stock Award Agreement, dated as of                     ,             , between Bolt Technology Corporation and             (the “Agreement”). Copies of the Plan and the Agreement are on file at the offices of Bolt Technology Corporation.

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The certificates representing the Restricted Stock along with the stock power(s) shall be held in escrow by the Company until such time as either (i) the Period of Restriction with respect to all of such shares of Restricted Stock lapses in accordance with Section 3(b) of this Agreement, in which case the shares shall be delivered to the Participant, or (ii) any such shares of Restricted Stock are forfeited pursuant to Section 3(c) of this Agreement, in which case such shares shall be transferred to and reacquired by the Company in accordance with said Section 3(c).

(e) Distributions. All cash distributions on the Restricted Stock shall be paid directly to the Participant and shall not be held in escrow. Any new, substituted or additional securities or other property issued in respect of Restricted Stock shall be held in escrow, together, where applicable, with appropriate stock powers, assignments or other transfer documents which the Participant hereby agrees to execute as a condition to receipt of such securities or other property. If the Restricted Stock in respect of which such securities or other property was issued is forfeited to the Company pursuant to Section 3(c) of this Agreement, then such securities or other property shall be immediately forfeited to the Company and automatically transferred to and reacquired by the Company at no cost to the Company, to the same extent and in accordance with Section 3(c) of this Agreement as if such securities or other property were Restricted Stock thereunder.

4. Participant’s Acknowledgement. The Participant acknowledges and agrees that: (x) unless the Shares are covered by a then current registration statement or a notification under Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), (i) the Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Participant has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) the Company is under no obligation to register the Shares under the Securities Act or to take any action which would make available to the Participant any exemption from such registration; (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and any other restrictions contained in the Plan and this Agreement; and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other applicable restrictions under this Agreement may be endorsed on the certificates; (y) notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (1) registration under federal or state securities laws, (2) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (3) the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or (4) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer issuance of any Shares granted hereunder until any of the events described in this sentence has occurred; and (z) if at any time the Committee shall determine that an additional agreement of the Participant is necessary or desirable as a condition of, or in

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connection with, the delivery or purchase of the Shares hereunder, then the Award shall not be effective unless such agreement shall have been obtained free of any conditions not acceptable to the Committee.

5. Rights as a Stockholder. Upon the Participant’s execution and delivery of this Agreement and payment of the full purchase price for the Shares and until such time as the Restricted Stock is forfeited to the Company as set forth herein, the Participant shall be the record owner of the Restricted Stock and, subject to the terms of this Agreement and the Plan, shall have all rights of a stockholder with respect to the Restricted Stock, including the right to vote the shares of Restricted Stock and, subject to the terms of Section 3 hereof, to receive dividends and distributions with respect to the Restricted Stock.

6. Change of Control. Notwithstanding Section 3 of this Agreement, if the Participant holds Restricted Stock at the time a Change of Control (as defined in the Plan) occurs, the Period of Restriction with respect to such Restricted Stock shall automatically lapse immediately prior to the consummation of such Change of Control, provided that the Participant remains employed with the Company upon such Change of Control; except that if the acquiring or successor entity (or parent thereof) in a Change of Control transaction provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (with appropriate adjustments as to the number and kind of shares and the purchase price), then the Period of Restriction shall not lapse, and the Period of Restriction shall continue in accordance with this Agreement.

7. Withholding. All deliveries and distributions under this Agreement shall be subject to withholding of all applicable taxes. The Participant agrees to make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements, including the payment to the Company upon the lapse of the Period of Restriction with respect to shares of Restricted Stock (or such later date as may be applicable under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”)), or other settlement in respect of, the Restricted Stock of all such taxes and requirements. The Participant agrees that the Company shall be authorized to take such action as the Company may deem necessary (including, without limitation, in accordance with applicable law, withholding amounts from any compensation or other amount owing from the Company to the Participant) to satisfy all obligations for the payment of such taxes.

8. Restrictions on Transfer. The Participant shall not sell, transfer, pledge, hypothecate, assign, exchange or otherwise dispose of the Restricted Stock. Any attempted sale, transfer, pledge, hypothecation, assignment, exchange or other disposition shall be null and void and of no force or effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

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9. Plan Provisions Control. This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein, the provisions of the Plan shall govern if and to the extent there are inconsistencies between the provisions of the Plan and the provisions of this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan prior to the execution of this Agreement.

10. No Rights Conferred. Nothing in this Agreement shall give the Participant any right to continue in the employ or service of the Company or any Subsidiary and/or as a member of the Company’s Board of Directors or in any other capacity, or interfere in any way with the right of the Company or any Subsidiary to terminate the employment or services of the Participant.

11. Adjustments. All references to the number and class of shares covered by this Agreement, the purchase price per share of the Shares, and other terms in this Agreement may be appropriately adjusted, in the discretion of the Committee, in the event of certain changes in capitalization, as set forth in Section 9 of the Plan.

12. Compliance with Section 409A of the Code. The Participant hereby consents (without further consideration) to any change to this Agreement or the Award so the Participant can avoid paying penalties under Section 409A of the Code, even if those changes affect the terms and conditions of this Agreement or the Award and reduce its value or potential value.

13. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Agreement may not be assigned or transferred in whole or in part by the Participant, nor may the Participant delegate any duty or obligation under this Agreement, and any attempt to so assign, transfer or delegate shall be null and void and of no force or effect.

14. Interpretation of this Agreement. All determinations and interpretations made by the Committee with regard to any questions arising under the Plan or this Agreement shall be final, binding and conclusive as to all persons, including without limitation the Participant and any person claiming rights from or through the Participant.

15. Venue. Each party to this Agreement hereby irrevocably (i) consents and submits to the exclusive jurisdiction of the state and federal courts in Fairfield County, Connecticut in connection with any disputes arising out of this Agreement, and (ii) waives any objection based on venue or inconvenient forum with respect to any action instituted therein arising under this Agreement or the transactions contemplated hereby, and agrees that any dispute with respect to such matters shall be heard only in the courts described above.

16. Governing Law; Entire Agreement; Amendment. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without

5

regard to such state’s conflict of laws principles. The Plan and this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This Agreement may be amended by the Committee, subject to the Participant’s consent if such amendment is not favorable to the Participant, except that the consent of the Participant shall not be required for any amendment made pursuant to Section 7B(j), Section 8 or Section 9 of the Plan, or as set forth in Section 12 of this Agreement.

17. Tax Elections. THE PARTICIPANT UNDERSTANDS THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR THE PARTICIPANT’S OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE ACQUISITION OF THE SHARES HEREUNDER. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT HE OR SHE HAS CONSIDERED THE ADVISABILITY OF ALL TAX ELECTIONS IN CONNECTION WITH THE ISSUANCE OF THE SHARES, INCLUDING THE MAKING OF AN ELECTION UNDER SECTION 83(b) OF THE CODE. THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT, IF THE PARTICIPANT DETERMINES TO MAKE AN ELECTION UNDER SECTION 83(b) OF THE CODE, (i) THE PARTICIPANT (AND NOT THE COMPANY) IS SOLELY RESPONSIBLE FOR PROPERLY AND TIMELY COMPLETING AND FILING ANY SUCH SECTION 83(b) ELECTION, AND (ii) THE PARTICIPANT AGREES TO TIMELY PROVIDE A COPY OF THE ELECTION TO THE COMPANY AS REQUIRED UNDER THE CODE.

18. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when delivered personally, or (ii) three days after being deposited in the United States mail, by certified or registered mail, postage prepaid, or (iii) the next business day after sent by nationally recognized overnight delivery service, and addressed, if to the Company, at its principal place of business, Attention: Chief Financial Officer, and if to the Participant, at his or her most recent address as shown in the employment or stock records of the Company.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BOLT TECHNOLOGY CORPORATION

By:

Name:

Title:

PARTICIPANT

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Exhibit A

STOCK POWER

For value received, I hereby sell, assign and transfer unto                                              shares of the Common Stock of Bolt Technology Corporation standing in my name on the books of said Company represented by Certificate(s) Number(s)             herewith, and do hereby irrevocably constitute and appoint             attorney to transfer the said stock on the books of said Company with full power of substitution in the premises.

Date:            

Printed Name:            

Social Security Number:            

Signature:            

Witness Signature:            

EX-10.2

Exhibit 10.2

BOLT TECHNOLOGY CORPORATION

AMENDED AND RESTATED

SEVERANCE COMPENSATION PLAN

Defined Corporate Change

In the event of:

(1) the acquisition of beneficial ownership of 30% of the shares of the common stock of the Company by or for any person (as such term is defined in Section 14(d)(2) of the Securities Exchange Act of 1934), including for purposes of calculating such person’s ownership all shares beneficially owned by the affiliates and associates (as such terms are defined in Rule 12b-2 of said Act) of such person, or

(2) during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute a majority thereof, unless the election, or nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period, or

(3) the Company’s stockholders shall approve (a) the merger or consolidation of the Company with or into another corporation and the Company shall not be the surviving corporation or (b) an agreement to sell or otherwise dispose of all or substantially all of the Company’s assets (including a plan of liquidation), or

(4) any other event of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the aforesaid Act as in effect on December 19, 1985,

then, in the case of the employees designated by the Board as participating in this Severance Compensation Plan, there shall be paid to each such employee whose employment shall terminate (which shall include resignation) within the 24-month period following the date on which any of the above-described events occurs a Special Severance Benefit in cash unless prior to such termination of employment (a) this Plan shall have been amended to reduce or postpone payments, (b) this Plan shall have been terminated, or (c) such employee’s participation in this Plan shall have ended. Shares shall be deemed to be beneficially owned, for purposes hereof, if indirectly as well as directly owned or if a person has the right to acquire or the right to vote such shares. Such payment shall be made regardless of the reason for termination and shall be made within 10 days of termination of employment, subject, however, to the provisions of the last section of this Plan entitled “Delayed Payments Under Internal Revenue Code Section 409A.”

Special Severance Benefit

The Special Severance Benefit shall be equal to a multiple (to be determined by the Company’s Executive Compensation Committee and set forth in the Designation of Participation) of the sum of (a) such employee’s annualized base salary (calculated on the basis of amount received during the period immediately prior to the time of the occurrence of the Defined Corporate Change), (b) the average of such employee’s bonuses in the three highest years during the five-year period prior to the date of termination, and (c) the amount of annual premiums, determined by the Company on an individual basis, for medical insurance of the same nature and amount provided by the Company. The Company shall from time to time notify the employee of such premium cost.

Limitation on Payment

Notwithstanding the foregoing, the amount of the Special Severance Benefit shall be limited to the maximum amount which can be paid without having any amount paid hereunder being treated as a “parachute payment” within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), after giving effect to all other payments of compensation described in Section 280G(b)(2)(A)(i) and (ii).

Amendment or Termination

This Plan may not be amended or terminated nor may any employee who has been designated as participating herein be treated as not so participating at any time after any person has commenced a tender offer, proposed a merger or otherwise communicated to the Company or the public its plan or intention to acquire the 30% stock interest referred to in (1) above, under Defined Corporate Change, or has filed proxies with the Company or taken any other steps designed to change the composition of the Board as indicated in (2) above, under Defined Corporate Change; provided, however, that if the Board of Directors shall have supported the transaction that will result in the occurrence of the Defined Corporate Change (e.g., by voting to encourage the Company’s stockholders to accept a tender offer or to vote for a merger), this Plan may be amended or terminated at any time prior to the actual occurrence of the Defined Corporate Change, including a termination which is conditional upon such occurrence; and, furthermore, if at any time before the composition of the Board shall have changed as set forth in (2) above, under Defined Corporate Change, this Plan may be terminated notwithstanding the actual acquisition of the 30% stock interest if the Board shall then be supportive of the transaction.

Delayed Payments Under Internal Revenue Code Section 409A

Anything in this Plan to the contrary notwithstanding, payments to be made under this Plan upon termination of a designated employee’s employment which are subject to Section 409A of the Code shall be delayed for six months following such termination of employment if such designated employee is a Specified Employee (as defined below) on the date of his termination of employment. Any payment due within such six-month period shall be delayed to

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the end of such six-month period. The Company will adjust the payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The Company will pay the adjusted payment at the beginning of the seventh month following the designated employee’s termination of employment. In the event of the designated employee’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which the designated employee’s death occurs. For purposes of this Plan, a “Specified Employee” shall mean an employee of the Company who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j). In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

Adopted December 19, 1985

Amended and Restated November 20, 2007

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BOLT TECHNOLOGY CORPORATION

AMENDED AND RESTATED

SEVERANCE COMPENSATION PLAN

Designation of Participation

Referring to the Amended and Restated Severance Compensation Plan (the “Plan”) of Bolt Technology Corporation (the “Company”), a copy of which is attached hereto, this will evidence the designation of                              (the “Employee”), as a participant in the Plan, effective                     . Reference is made to the Plan for the full statement of the defined terms used below.

In the event of a “Defined Corporate Change”, a “Special Severance Benefit” shall be paid in cash equal to              times the amount specified in the Plan to the Employee within 10 days of termination of employment (which shall include resignation) if such termination occurs subsequent to such Defined Corporate Change and prior to 24 months after such Defined Corporate Change, unless prior to such termination of employment (a) the Plan shall have been amended, to reduce or postpone payments, or terminated, or (b) the Employee’s participation in the Plan shall have ended. The Company shall withhold from the Special Severance Benefit the amount of federal, state, local and foreign taxes which it in its sole discretion deems appropriate.

Notwithstanding any provision in the Plan to the contrary, the Employee shall not be entitled to receive the Special Severance Benefit in the event his employment shall terminate by reason of his death, his disability or his retirement.

If any litigation shall be brought by the Employee to enforce or interpret any provision contained in the Plan or herein, the Company hereby indemnifies the Employee for his reasonable attorneys’ fees and disbursements incurred in any such litigation in which the Employee prevails, and hereby agrees to pay pre-judgment interest on any money judgment obtained by the Employee calculated at The Connecticut Bank and Trust Company prime interest rate in effect from time to time from the date that payment to him should have been made under the Plan. The indemnification hereby provided for shall be subject to the “Limitation on Payment” provided for in the Plan.

The Company’s obligation to pay the Employee the Special Severance Benefit shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. The Employee shall not be obligated to seek other employment in mitigation of the amount payable and the obtaining of such other employment shall in no event effect any reduction of the Company’s obligations to make the payment required to be made under the Plan.

Any provision under the Plan and hereunder which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, this Designation has been executed and delivered by a duly authorized officer of the Company in accordance with the terms and provisions of the Plan.

BOLT TECHNOLOGY CORPORATION

By:

Acknowledged and Accepted:

Employee

Attachment

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EX-10.3

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to Employment Agreement, effective as of November 20, 2007, is entered into by and between BOLT TECHNOLOGY CORPORATION, a Connecticut corporation (the “Company”), and Raymond M. Soto (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive entered into an Employment Agreement effective as of June 10, 1996, as amended September 20, 2001 (the “Employment Agreement”), in connection with the employment by the Company of the Executive; and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

1. Paragraph 7(B) is hereby amended by deleting the last sentence of Paragraph 7(B) in its entirety and substituting in lieu thereof the following:

Upon the termination of Executive’s employment under this Agreement for any reason, Company shall, within 30 days after such termination or, if applicable, the time specified in Paragraph 12(N), transfer, free and clear of liens and security interests, the ownership of the Executive Life Insurance (including, without limitation, the full cash surrender value thereof) to Executive or his designee.

2. Paragraph 9(B)(ii) is hereby amended and restated in its entirety as follows:

(ii) pay to Executive any and all sums which would have become payable to Executive under this Agreement during the three (3) year period following the date of such termination (the “Severance Period”). Said sums are sometimes hereinafter referred

to as the “Severance Period Payments”. The Severance Period Payments shall be paid in a lump sum within 30 days after such termination or, if applicable, the time specified in Paragraph 12(N). The Severance Period Payments shall be computed based upon (a) base salary increasing at 105% per year, and (b) annual performance bonuses based upon the average of the three (3) highest such bonuses during the five (5) fiscal years preceding the date of such termination. Said lump sum amount shall be computed without any discount for present value; and

3. The Employment Agreement is hereby amended by adding the following Paragraph 12(N) after Paragraph 12(M):

(N) DELAYED PAYMENTS UNDER INTERNAL REVENUE CODE SECTION 409A. Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Executive’s employment which are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be delayed for six months following such termination of employment if Executive is a Specified Employee (as defined below) on the date of his termination of employment. Any payment due within such six-month period shall be delayed to the end of such six-month period. Company will adjust the payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs. For purposes of this Agreement, a “Specified Employee” shall mean an employee of Company who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j). In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

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4. Except as amended by this Amendment, the Employment Agreement shall remain unaffected and in full force and effect.

5. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BOLT TECHNOLOGY CORPORATION
By:	/s/ Joseph Espeso
Name:	Joseph Espeso
Title:	Senior Vice President-Finance and Chief Financial Officer
	/s/ Raymond M. Soto
	Raymond M. Soto

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EX-10.4

Exhibit 10.4

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to Employment Agreement, effective as of November 20, 2007, is entered into by and between A-G GEOPHYSICAL PRODUCTS, INC., a Texas corporation (the “Company”), and Michael C. Hedger (“Hedger”).

WITNESSETH:

WHEREAS, the Company and Hedger entered into an Employment Agreement effective as of July 1, 2004 (the “Employment Agreement”), in connection with the employment by the Company of Hedger; and

WHEREAS, the Company and Hedger desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Hedger agree as follows:

1. Paragraph 9(B)(ii) is hereby amended and restated in its entirety as follows:

(ii) pay to Hedger any and all sums which would have become payable to Hedger under this Agreement during the three (3) year period following the date of such termination (the “Severance Period”). Said sums are sometimes hereinafter referred to as the “Severance Period Payments”. The Severance Period Payments shall be paid in a lump sum within 30 days after such termination or, if applicable, the time specified in Paragraph 18(j). The Severance Period Payments shall be computed based upon (a) the then base salary and (b) commissions based upon the average of the commissions paid to Hedger during the three fiscal years preceding the date of such termination. Said lump sum amount shall be computed without any discount for present value.

2. The Employment Agreement is hereby amended by adding the following Paragraph 18(j) after Paragraph 18(i):

(j) Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Hedger’s employment which are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be delayed for six months following such termination of employment if Hedger is a Specified Employee (as defined below) on the date of his termination of employment. Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The Company will pay the adjusted payment at the beginning of the seventh month following Hedger’s termination of employment. In the event of Hedger’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Hedger’s death occurs. For purposes of this Agreement, a “Specified Employee” shall mean an employee of the Company who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j). In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

3. Except as amended by this Amendment, the Employment Agreement shall remain unaffected and in full force and effect.

4. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

A-G GEOPHYSICAL PRODUCTS, INC.
By:	/s/ Raymond M. Soto
Name:	Raymond M. Soto
Title:	Chairman of the Board
	/s/ Michael C. Hedger
	Michael C. Hedger

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GUARANTEE BY BOLT

Bolt Technology Corporation hereby confirms that its guarantee of the performance of A-G Geophysical Products, Inc. attached to the Employment Agreement between Michael Hedger and A-G Geophysical Products, Inc., effective as of July 1, 2004, shall apply to said Employment Agreement as amended by the foregoing amendment.

Dated as of November 20, 2007

BOLT TECHNOLOGY CORPORATION
By:	/s/ Raymond M. Soto
Name:	Raymond M. Soto
Title:	Chairman of the Board

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EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

Contact: Raymond M. Soto (203) 853-0700

BOLT TECHNOLOGY CORPORATION ANNOUNCES 3-FOR-2 STOCK SPLIT.

NORWALK, CT., November 20, 2007 – Bolt Technology Corporation (AMEX:BTJ) today announced that its Board of Directors has approved a 3-for-2 stock split of the Company’s Common Stock. Each stockholder of record at the close of business on January 16, 2008 will receive one additional share for every two shares of Bolt Common Stock that they owned on such date. The additional shares will be distributed on January 30, 2008. Cash payments will be made to shareholders in settlement of fractional share interests resulting from the distribution. The stock split will increase the Company’s issued and outstanding shares from approximately 5,700,000 to approximately 8,600,000.

Commenting on the split, Raymond M. Soto, Bolt’s chairman, president and CEO, said “The decision to split our stock reflects our confidence in the sustainability of our Company’s growth and should make investing in our stock more accessible to a larger number of investors.”

Bolt Technology Corporation is a leading worldwide developer and manufacturer of seismic energy sources, seismic energy source controllers and synchronizers and underwater connectors used in offshore seismic exploration for oil and gas. Bolt also designs, manufactures and sells precision miniature industrial clutches, brakes and electric motors.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. These include statements about anticipated financial performance, future revenues or earnings, business prospects, new products, anticipated energy industry activity, anticipated market performance, planned production and shipping of products, expected cash needs and similar matters. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation (i) the risk of technological change, relating to the Company’s products and the risk of the Company’s inability to develop new competitive products in a timely manner, (ii) the risk of changes in demand for the Company’s products due to fluctuations in energy industry activity, (iii) the Company’s reliance on certain significant customers, (iv) risks associated with a significant amount of foreign sales, (v) the risk of fluctuations in future operating results and (vi) other risks detailed in the Company’s filings with the Securities and Exchange Commission. The Company believes that forward-looking statements made by it are based on reasonable expectations. However, no assurances can be given that actual results will not differ materially from those contained in such forward-looking statements. The words “estimate,” “project,” “anticipate,” “expect,” “predict,” “believe,” and similar expressions are intended to identify forward-looking statements.

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