Exhibit 10.1
THIRD AMENDMENT
TO THE PULMATRIX, INC. AMENDED AND RESTATED 2013 EMPLOYEE,
DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN
This THIRD AMENDMENT TO THE PULMATRIX, INC. AMENDED AND RESTATED 2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN (this “Amendment”), dated as of September 6, 2019, is made and entered into by Pulmatrix, Inc., a Delaware corporation (the “Company”), subject to approval by the Company’s stockholders. Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan (the “Incentive Plan”).
RECITALS
WHEREAS, the Company sponsors and maintains the Incentive Plan in order to attract and retain the services of key employees, consultants, and directors of the Company and its affiliates;
WHEREAS, Section 32 of the Incentive Plan permits the Board of Directors of the Company (the “Board”) to amend the Incentive Plan at any time;
WHEREAS, upon the adoption of the Incentive Plan, subject to adjustment, the Company initially reserved a total of 6,853,319 shares of its Common Stock to be issued pursuant to awards under the Incentive Plan;
WHEREAS, on June 15, 2015, the Company effected a1-for-2.5 reverse stock split of its issued and outstanding Common Stock such that, after giving effect to the reverse stock split and other adjustments, there were 2,713,261 shares of Common Stock initially reserved for issuance under the Incentive Plan;
WHEREAS, in accordance with the “evergreen” provision in the Incentive Plan, the number of shares of Common Stock reserved for issuance under the Incentive Plan was automatically increased on January 1, 2016, January 1, 2017, and January 1, 2018 by 737,288 shares, 742,526 shares, and 903,600 shares, respectively, for a total of 5,096,675 shares reserved for issuance under the Incentive Plan;
WHEREAS, effective as of June 5, 2018, the First Amendment to the Incentive Plan increased the aggregate number of shares of common stock that are reserved and may be delivered pursuant to awards under the Incentive Plan by an additional 7,403,325 shares, for an aggregate maximum total of 12,500,000 shares available under the Incentive Plan;
WHEREAS, in accordance with the “evergreen” provision in the Incentive Plan, on January 1, 2019, the number of shares of Common Stock reserved for issuance under the Incentive Plan was automatically increased by 2,466,370 shares for a total of 14,966,370 shares reserved for issuance under the Incentive Plan;
WHEREAS, on February 5, 2019, the Company effected a1-for-10 reverse stock split of its issued and outstanding common stock such that, after giving effect to the reverse stock split and other adjustments, there were 1,496,637 shares of common stock reserved for issuance under the Incentive Plan;
WHEREAS, effective as of March 11, 2019, the Company adopted the Second Amendment to the Incentive Plan, which did not materially modify the Incentive Plan or affect the shares of common stock reserved for issuance thereunder; and
