Exhibit 10.1
AMENDMENT NO. 1
TO THE
CABALETTA BIO, INC.
2019 STOCK OPTION AND INCENTIVE PLAN
WHEREAS, Cabaletta Bio, Inc. (the “Company”) maintains the Cabaletta Bio, Inc. 2019 Stock Option and Incentive Plan (the
“Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the stockholders of the Company;
WHEREAS, the Board desires to amend the Plan to increase the number of shares available for issuance under the Plan;
WHEREAS, Section 16 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth
therein; and
WHEREAS, this Amendment will become effective upon approval by the Company’s stockholders at the Company’s
2023 Annual Meeting and if, for any reason, the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect.
NOW, THEREFORE:
1.
Section 3(a) of the Plan is hereby amended by deleting “2,342,288” where it appears in the first sentence thereof and replacing it with “5,342,288.”
2. Effective Date of Amendment. This Amendment to the Plan shall become effective upon the date that it is approved by the
Company’s stockholders in accordance with applicable laws and regulations.
3. Other Provisions. Except as set forth above,
all other provisions of the Plan shall remain unchanged.
IN WITNESS WHEREOF, this Amendment No. 1 to the Plan has been adopted by
the Board of Directors of the Company on April 7, 2023 and approved by the stockholders of the Company on June 1, 2023.