Resonant (RESN) 8-K Departure of Directors or Certain Officers

Exhibit 10.1

RESONANT INC.AMENDMENT NO. 3TOAMENDED AND RESTATED2014 OMNIBUS INCENTIVE PLAN

This Amendment No. 3 (this “Amendment”) to the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”) is effective as of June 11, 2019, by action of the Board of Directors of Resonant Inc., a Delaware corporation (the “Company”).

1.    Section 3.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“(a) Subject to adjustment as provided in Section 12.2, a total of 9,950,000 Shares shall be authorized for grant under the Plan (the “Maximum Plan Shares”). Any Shares that are subject to Awards shall be counted against this limit as one (1) Share for every one (1) Share granted.”

I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on February 18, 2019, and approved by the stockholders of the Company at a meeting held on June 11, 2019.

Executed as of June 11, 2019    RESONANT INC.

By:    /s/ George Holmes        Name:    George Holmes    Its:    Chief Executive Officer