First Amendment to Mastech Digital, Inc. Stock Incentive Plan, as Amended and Restated
Exhibit 10.1
FIRST AMENDMENT TO
MASTECH DIGITAL, INC.
STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED)
RECITALS
WHEREAS, Mastech Digital, Inc., a Pennsylvania corporation (the Company), maintains the Mastech Digital, Inc. Stock Incentive Plan, as amended and restated (the Plan);
WHEREAS, the Plan was originally effective as of October 1, 2008, was amended and restated effective as of May 14, 2014, was further amended on May 18, 2016, May 16, 2018, May 15, 2019, May 13, 2020 and May 10, 2023, and was amended and restated effective as of May 14, 2024;
WHEREAS, Section 19 of the Plan provides that the Board of Directors (the Board) of the Company may amend the Plan subject to certain limitations;
WHEREAS, the Plan currently authorizes the issuance of up to 5,400,000 shares of common stock, par value $.01 per share, of the Company (Stock) and the Board has resolved that it is in the best interest of the Company and its shareholders to amend the Plan to increase the number of shares of Stock that may be issued pursuant to the Plan by 800,000 shares; and
WHEREAS, the requisite shareholders of the Company have approved the foregoing amendment.
NOW, THEREFORE, the Plan is amended in the following respects:
AMENDMENT
1. The first sentence of Section 5 of the Plan shall be deleted in its entirety and replaced with the following:
Shares Subject to the Plan. The number of shares of Stock which may be issued pursuant to the Plan shall be 6,200,000 shares, subject to adjustment as provided in Section 14, all of which may be issued as Incentive Stock Options.
2. Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.
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The undersigned hereby certifies that the foregoing amendment to the Plan was duly approved and adopted and has executed this amendment to the Plan as of May 14, 2025.
MASTECH DIGITAL, INC. | ||
By: | /s/ Kannan Sugantharaman | |
Name: Kannan Sugantharaman | ||
Title: Chief Financial Officer |
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