EXACT Sciences Executive Incentive Plan (as Amended July 29, 2005)

Exhibit 10.1

Executive Incentive Plan

Overview

The EXACT Sciences Executive Incentive Plan has been designed to be an effective management tool that will bring focus to the company’s, fiscal year objectives and incentivize performance to not just meet, but accelerate and overachieve the accomplishment of those objectives.  The plan is based on specific and measurable objectives for both the company and each individual participant, with performance against those to be weighted equally.  As a financial incentive, each executive will have a significant percentage of their annual total compensation tied to meeting the corporate and individual objectives that have been established for the year with the opportunity to receive greater payouts for overachievement.

Participation

In order to be eligible to participate in the Executive Incentive Plan for a given plan year, an executive must meet the following criteria:

•                  Be an employee of EXACT Sciences and hold the position of CEO or Vice President

•                  Have a hire date not later than July 1^st for such year and have worked at least 1040 hours of a given plan year

•                  Be an employee in good standing as of December 31^st of a given plan year

•                  Executives hired between February 1^st and June 30^th of a given plan year will have bonus amounts earned, if any, prorated to the number of full months of employment during the plan year

•                  If an executive does not meet the preceding criteria, they may still be allowed to participate in the plan under any such terms as approved by the Compensation Committee

Methodology

Objectives

The EXACT Executive Incentive plan includes setting objectives for both the corporation and for each executive individually.  The Board of Directors reviews and approves corporate objectives for the fiscal year.  Achievement of these objectives drives the corporate component of the plan.  Working with the CEO, each executive will prepare their individual functional unit objectives using a similar form and will be a key basis for any cash payments under the plan.  It is understood that plans and objectives may change

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dynamically and need to be updated and that key achievements may occur that were not initially envisioned.  Such factors will be considered as the plan is reviewed at year-end.

Performance Assessment

Each quarter, the Board of Directors will review overall corporate performance against objectives, with the Compensation Committee doing biannual reviews of individual executive performance.  After the end of each fiscal year, the Compensation Committee working with the full Board will make a determination of the level of corporate performance for the year.  The CEO will assess the performance of each executive and make a recommendation regarding a payout under this plan to the Compensation Committee for approval.  CEO performance will be determined by the Compensation Committee and the Board of Directors.   Individual performance is determined both against written functional area objectives and by subjective performance assessment.

Payouts

In order to achieve any payouts under the plan, it is first necessary for the company to hit approximately 70% of its corporate objectives.  Upon achieving this threshold, payouts are then divided into two distinct, but related components.  The Compensation Committee may recommend to the full Board to vary payout formulae to reflect corporate accomplishments as they determine appropriate.  Specifically, the Compensation Committee may determine that despite achieving or not achieving any number of individual corporate objectives, the overall performance or status of the Company is such that payouts may be increased, reduced or eliminated altogether.

Corporate Performance

For assessment, corporate performance is divided into three levels of approximately 70%, 85% or 100% of objectives achieved.

Payouts for corporate performance may be made in cash or common stock at the discretion of the Compensation Committee.  The amount of the payout for corporate performance will be based on a value calculated as a multiple of an executive’s individual performance cash payout according to the following matrix:

In the event that that the Compensation Committee determines to use common stock for payouts for corporate performance, the stock grants will be made pursuant to the corporation’s stock option and incentive plan as follows:  50% immediately and 50% on the first anniversary thereafter.  The formula to calculate the number of shares to be granted on each applicable date is as follows:  Total Value of Grant ÷ 2 ÷ closing price of the Corporation’s common stock on the date of the grant. It is intended that there be

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no restrictions upon the sale of the stock except for quiet periods and other restrictions that may be imposed by applicable securities laws.  If an employee terminates his or her employment before the date of grant of any stock or cash award, the stock or cash award is forfeited.

Individual Performance

For assessment, individual performance is divided into three levels: Outstanding, Above Expectations, and Effective.  Under the plan, an individual must perform to be rewarded and no incentive payouts will be made to individuals who do not achieve at least an effective level of performance regardless of the level of corporate performance.

Payouts for individual performance are made in cash according the following matrix:

* all amounts in ‘000’s

Total Compensation

The following table shows the range of total compensation available under the plan:

* all amounts in ‘000’s

The following example shows a potential total compensation calculation for a Vice President assuming that corporate performance awards are made in common stock:

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Timing

It is anticipated that the Compensation Committee will review corporate and individual performance under this plan with the Board of Directors at its January meeting.  After that review and pending final approval of awards by the Committee, cash awards under this plan, if any, will be made as of the third Thursday in February of the year following the applicable fiscal year.  Awards made in stock will have a first vesting date of the third Thursday in February of the year following the applicable fiscal year and a second vesting date of the third Thursday in February of the following year.  Share amounts will be calculated using the closing price of EXACT Sciences common stock on the day previous to the vesting date.  The Compensation Committee may elect to alter this schedule at it deems appropriate.

Plan Changes

At any time in any given plan year, the CEO with the approval of the Compensation Committee or the Compensation Committee acting in its sole discretion may alter any terms of the Executive Incentive Plan.  In particular, if the financial resources of the company are inadequate to support the plan regardless of performance, payouts may be restructured using equity, deferred to such future date when financial resources can appropriately accommodate them or eliminated altogether.

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