Annex A
FIRST AMENDMENT
TO THE
PULMATRIX, INC. AMENDED AND RESTATED 2013 EMPLOYEE, DIRECTOR AND
CONSULTANT EQUITY INCENTIVE PLAN
This FIRST AMENDMENT TO THE PULMATRIX, INC. AMENDED AND RESTATED 2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN (this
Amendment
), dated as of , 2018, is made and entered into by Pulmatrix, Inc., a Delaware corporation (the
Company
), subject to
approval by the Companys stockholders. 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 Pulmatrix, Inc. Amended and Restated 2013 Employee,
Director and Consultant Equity Incentive Plan (the
Incentive Plan
).
RECITALS
WHEREAS
, the Company sponsors and maintains the Incentive Plan in order to attract and retain the services of key employees, consultants, and directors
of the Company and its affiliates;
WHEREAS
, Section 32 of the Incentive Plan permits the Board of Directors of the Company (the
Board
) to amend the Incentive Plan;
WHEREAS
, upon the adoption of the Incentive Plan, subject to adjustment, the Company
initially reserved a total of 6,853,319 shares of its Common Stock to be issued pursuant to awards under the Incentive Plan;
WHEREAS
, on
June 15, 2015, the Company effected a 1-for-2.5 reverse stock split of its issued and outstanding Common Stock such that, after giving effect to the reverse stock split and other adjustments, there were 2,713,261 shares of Common Stock
initially reserved for issuance under the Incentive Plan;
WHEREAS
, in accordance with the evergreen provision in the Incentive Plan,
the number of shares of Common Stock reserved for issuance under the Incentive Plan was automatically increased on January 1, 2016, January 1, 2017, and January 1, 2018 by 737,288 shares, 742,526 shares, and 903,600 shares,
respectively, for a total of 5,096,675 shares reserved for issuance under the Incentive Plan;
WHEREAS
, the Board desires to amend the Incentive
Plan to (i) increase the aggregate number of shares of Common Stock that are reserved and may be delivered pursuant to awards under the Incentive Plan by an additional 7,403,325 shares, for an aggregate maximum total of 12,500,000 shares
available under the Incentive Plan (on a post-split basis), and (ii) modify the Incentive Plans evergreen provision by removing the cap on the number of shares that may be reserved for issuance, so that on January 1
st
of each year, commencing on January 1, 2019, the number of shares reserved for issuance under the Incentive Plan will automatically increase by 5% of the number of outstanding shares of Common
Stock on such date; and
WHEREAS
, as of the date hereof, the Board resolved that this Amendment be adopted and that the Incentive Plan be amended
as set forth herein.
NOW, THEREFORE
, in accordance with Section 32 of the Incentive Plan, and subject to the approval of the Companys
stockholders, the Company hereby amends the Incentive Plan, effective as of the date hereof, as follows:
1.
Section 3 of the Incentive Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 3
:
A-1