Amendment No. 1 to BioDrain Medical, Inc. 2008 Equity Incentive Plan

Summary

This amendment, adopted by the Board of Directors and shareholders of BioDrain Medical, Inc., increases the number of shares of common stock reserved under the company's 2008 Equity Incentive Plan from 3,000,000 to 7,000,000. All other terms of the original plan remain unchanged. The amendment was approved by the Board on April 15, 2011, and by shareholders on June 14, 2011.

EX-10.1 2 v226039_ex10-1.htm

Exhibit 10.1

AMENDMENT NO. 1

BIODRAIN MEDICAL, INC. 2008 EQUITY INCENTIVE PLAN

WHEREAS , the Board of Directors (the “Board”) of BioDrain Medical, Inc. (the “Company”) previously adopted, and the shareholders approved, the BioDrain Medical, Inc. 2008 Equity Incentive Plan (the “Plan”);

WHEREAS , pursuant to Section 12.1 of the Plan, the Board has the authority to amend the Plan at any time; and

WHEREAS , the Board has adopted, and the shareholders have approved, an amendment to increase the number of shares of common stock reserved for the Plan.

NOW, THEREFORE, RESOLVED , that the BioDrain Medical, Inc. 2008 Equity Incentive Plan be and it is hereby amended as follows:

1. Section 4.1 of the Plan is hereby amended by increasing the number of shares of common stock reserved for the Plan from 3,000,000 to 7,000,000.

2. Except as amended herein, all provisions of the Plan shall remain in full force and effect.

* * * * *

I hereby certify that the foregoing Amendment No. 1 was duly adopted by the Board of Directors of BioDrain Medical, Inc. on April 15, 2011.

Executed on this 15th day of April, 2011.

	By	/s/ Alan G. Shuler
		Name: Alan G. Shuler
		Title: Secretary

* * * * *

I hereby certify that the foregoing Amendment No. 1 was duly adopted by the shareholders of BioDrain Medical, Inc. on June 14, 2011.

Executed on this 15th day of June, 2011.

	By	/s/ Alan G. Shuler
		Name: Alan G. Shuler
		Title: Secretary