Third Amendment to the TELA Bio, Inc. 2012 Stock Incentive Plan

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.5 15 a2239787zex-10_5.htm EX-10.5

Exhibit 10.5

 

THIRD AMENDMENT

 

TO THE

 

TELA BIO, INC. 2012 STOCK INCENTIVE PLAN

 

WHEREAS, TELA Bio, Inc., a Delaware corporation (the “Company”), sponsors and maintains the TELA Bio, Inc. 2012 Stock Incentive Plan (the “Plan”) to promote the success, and enhance the value of, the Company by linking the personal interests of employees, officers, directors and consultants of the Company to those of Company shareholders and by providing such persons with an incentive for outstanding performance; and

 

WHEREAS, pursuant to Section 13.1 of the Plan, the Board of Directors of the Company (the “Board”) may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; and

 

WHEREAS, the Board previously took action at a meeting held December 10, 2013 to increase the number of shares authorized for issuance under the Plan from 3,399,059 shares of Common Stock to 5,185,759 shares of Common Stock (the “First Amendment”); and

 

WHEREAS, subsequent to the First Amendment, the Board previously took action by unanimous written consent dated October 2, 2014 to adopt an amendment to the Plan increasing the number of shares authorized for issuance under the Plan from 5,185,759 shares of Common Stock to 11,706,604 shares of Common Stock (the “Second Amendment”); and

 

WHEREAS, subsequent to the Second Amendment, the Board has authorized an additional increase in the number of shares authorized for issuance under the Plan, from 11,706,604 shares of Common Stock to 11,782,669 shares of Common Stock; and

 

WHEREAS, the Board desires to amend the Plan to reflect this increase in the number of shares of Common Stock authorized for issuance under the Plan;

 

NOW, THEREFORE, the Plan is hereby amended as follows:

 

I.                                        Section 5.1 of the Plan is hereby amended and restated in its entirety to read as follows:

 

“5.1 PLAN LIMITS.  Subject to adjustment as provided in Article 12 herein, the maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be 11,782,669 Shares, provided that

 

(a)                                 Shares potentially deliverable under an Award granted under the Plan that is canceled, forfeited, settled in cash, expires or is otherwise terminated without delivery of such Shares shall not be counted as having been delivered under the Plan for purposes of determining such maximum number of Shares.

 

(b)                                 Shares that have been issued in connection with an Award of Restricted Stock that is canceled or forfeited prior to vesting or settled in cash, causing the Shares to be returned to the Company, shall not be counted as having been delivered under the Plan for purposes of determining such maximum number of Shares.

 

Any and all of the Shares reserved for issuance under the Plan shall be authorized for issuance pursuant to Incentive Stock Options or other Awards.”