FIRST AMENDMENT TO THE INSPIREMD, INC. AMENDED AND RESTATED 2011 UMBRELLA OPTIONPLAN December 13, 2011

EXHIBIT 10.3

FIRST AMENDMENT

TO THE

INSPIREMD, INC.

AMENDED AND RESTATED 2011 UMBRELLA OPTION PLAN

December 13, 2011

This FIRST AMENDMENT TO THE INSPIREMD, INC. AMENDED AND RESTATED 2011 UMBRELLA OPTION PLAN (this “Amendment”), is made and entered into by InspireMD, Inc., a Delaware corporation (the “Company”). 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 Plan (as defined below).

WHEREAS, the Company sponsors the InspireMD, Inc. Amended and Restated 2011 UMBRELLA Option Plan (the “Umbrella Plan”), the 2006 Employee Stock Option Plan (the “Israeli Appendix”), which is a sub-plan to the Umbrella Plan, and the 2011 U.S. Equity Incentive Plan (the “US Appendix”), which is a sub-plan to the Umbrella Plan (collectively, the Umbrella Plan, the Israeli Appendix, and the US Appendix being referred to herein as, the “Plan”); and

WHEREAS, Section 11.2 of the Umbrella Plan and Article XIX of the Israeli Appendix permit the Company to amend the Plan at any time, and from time to time, provided that the Company may not alter, amend or modify the Plan in a manner that adversely affect the rights of the existing option holders and the outstanding options granted pursuant to the Plan without the consent of the affected option holders; and

WHEREAS, the Company determined that this Amendment does not adversely affect the rights of the existing option holders or the outstanding options granted pursuant to the Plan, and therefore, determined that the consent of the existing option holders is not needed; and

WHEREAS, the Company desires to amend the Plan to provide for the automatic acceleration of vesting of stock options granted pursuant to the Plan upon the occurrence of certain corporate transactions, provided the Plan and such options are not assumed by the successor entity in such corporate transactions.

NOW THEREFORE, in accordance with Section 11.2 of the Umbrella Plan and Article XIX of the Israeli Appendix, the Plan shall be, and hereby is, amended as follows:

1. The Umbrella Plan is hereby amended by adding the following new Section 7.3A between Sections 7.3 and 7.4:

2. Section 33 of the Israeli Appendix is hereby amended by deleting said Section in its entirety and substituting in lieu thereof the following new Section 33:

unexercised Options that remain outstanding under the Israeli Plan (the “Unexercised Options”) shall be treated by the Successor Company or the Acquiring Company, as the case may be, at its sole discretion. The Successor Company or the Acquiring Company shall have the right to substitute the Unexercised Options (vested and/or unvested) for its own shares or other securities (the “Substitute Shares”) or to retain this Israeli Plan with no change. In the event the Successor Company or the Acquiring Company chooses to substitute the Unexercised Options for Substitute Shares, appropriate equitable adjustments shall be made in the purchase price per share of the Substitute Shares subject to the Unexercised Options, and all other terms and conditions of the Option Agreements, such as the vesting dates, shall remain in force, all as will be determined by the Board of Directors whose determination shall be final.

3. The Israeli Appendix is hereby amended by adding the following new Section 33A between Sections 33 and 34:

4. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

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IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative, effective as of the date above.