MANAGEMENT INCENTIVE COMPENSATION PLAN

Exhibit 10.1

Acusphere, Inc.
(the “Company” or “Acusphere”)

MANAGEMENT INCENTIVE COMPENSATION PLAN

Objective of Management Incentive Compensation Plan (the “MIC Plan”):

•                  Increase management focus on realistic goals intended to create value for the Company’s shareholders;

•                  Encourage senior management to work as a team to achieve the Company’s goals;

•                  Encourage individuals to realize goals that are meaningful to the Company;

•                  Provide incentives for participants to strive for achievement above and beyond the Company’s goals; and

•                  Help attract and retain high quality senior management personnel.

Eligibility:

The MIC Plan is intended for senior management.  Participants in the MIC Plan are to be recommended by the President and CEO and approved by the Compensation Committee of the Board of Directors (the “Compensation Committee”) in its sole discretion, except that all executive officers shall participate in the MIC Plan.

Minimum Company Achievement Level to Establish a Bonus Pool:

Following the approval of the annual Operating Plan by the Board of Directors (the “Board”), the Compensation Committee will meet to agree upon Corporate Goals and to establish a percentage weighting to each Corporate Goal, based upon relative importance as determined by the Compensation Committee in its sole discretion. These weighting percentages will be used to calculate the Company Achievement Level at year end.  The Company must have achieved at least the following percentage of the Company goals at year end in order for any participant to be eligible for a bonus.