Amendment to the Companys Amended and Restated 2012 Equity Incentive Plan

EX-10.1 2 tm1922134d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

SECOND AMENDMENT TO

AMENDED AND RESTATED

2012 EQUITY INCENTIVE PLAN

 

WHEREAS, DarioHealth Corp. (the “Company”) maintains the DarioHealth Corp.’s Amended and Restated 2012 Equity Incentive Plan (the “Incentive Plan”);

 

WHEREAS, the Board of Directors (the “Board”) and the Compensation Committee of the Board has determined that it is in the best interests of the Company to amend the Incentive Plan to increase the maximum number of shares of the Company’s common stock authorized to be issued under the Incentive Plan by 4,500,000, from 7,873,000 to 12,373,000; and

 

WHEREAS, pursuant to Section 13 of the Incentive Plan, an amendment that materially increases the aggregate number of shares that may be issued under the Incentive Plan generally must be approved by a majority of votes cast by the stockholders of the Company in accordance with applicable stock exchange rules.

 

NOW, THEREFORE, effective as of the date of approval by a majority of votes cast by the stockholders of the Company in accordance with applicable stock exchange rules, the Incentive Plan is hereby amended in the following particulars:

 

  1. Section 4(a) of the Incentive Plan is deleted in its entirety and replaced with the following:
     
    Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Awards shall not exceed in the aggregate of 12,373,000 shares of Common Stock. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.
     
  2. In all other respects the Incentive Plan shall remain unchanged and in full force and effect.