Attached files
file | filename |
---|---|
8-K - FORM 8-K - Vericel Corp | a59068e8vk.htm |
EX-3.1 - EX-3.1 - Vericel Corp | a59068exv3w1.htm |
EX-10.3 - EX-10.3 - Vericel Corp | a59068exv10w3.htm |
EX-10.2 - EX-10.2 - Vericel Corp | a59068exv10w2.htm |
EX-99.2 - EX-99.2 - Vericel Corp | a59068exv99w2.htm |
EX-10.1 - EX-10.1 - Vericel Corp | a59068exv10w1.htm |
EX-99.1 - EX-99.1 - Vericel Corp | a59068exv99w1.htm |
Exhibit 10.4
FIRST AMENDMENT TO
AASTROM BIOSCIENCES, INC.
2009 OMNIBUS INCENTIVE PLAN
AASTROM BIOSCIENCES, INC.
2009 OMNIBUS INCENTIVE PLAN
WHEREAS, Aastrom Biosciences, Inc. (the Company) desires to amend the Aastrom
Biosciences, Inc. 2009 Omnibus Incentive Plan (as amended and in effect, the Plan) to increase
the aggregate number of shares authorized for issuance under the Plan by 3,900,000 shares of common
stock, no par value (the Common Stock), of the Company (the Plan Amendment); and
WHEREAS, on January 18, 2011, subject to shareholder approval, the Board of Directors of
the Company approved the Plan Amendment.
NOW THEREFORE, in accordance with Section 12.1 of the Plan, the Plan is hereby amended as
follows:
1. Section 3.1(a) of the Plan is hereby amended and restated in its entirety to read as
follows:
Subject to adjustment as provided in Section 12.2, effective as of March 21, 2011 the
Shares authorized for grant under the Plan shall be increased from 3,250,000 Shares to 7,150,000
Shares, as increased if applicable under this Section, less one (1) share of Stock for every one
(1) share of Stock that was subject to an option or stock appreciation right granted after June 30,
2009 under the Prior Plans and 1.25 Shares for every one (1) Share that was subject to an award
other than an option or stock appreciation right granted after June 30, 2009 under the Prior Plans.
Any Shares that are subject to Options or Stock Appreciation Rights shall be counted against this
limit as one (1) Share for every one (1) Share granted, and any Shares that are subject to Awards
other than Options or Stock Appreciation Rights shall be counted against this limit as 1.25 Shares
for every one (1) Share granted. After the effective date of the Plan (as provided in Section
13.13), no awards may be granted under any Prior Plan.
2. The last sentence of Section 5.7 of the Plan is hereby amended and restated in its
entirety to read as follows:
Notwithstanding anything in Section 3.1 to the contrary and solely for the purposes of
determining whether Shares are available for the grant of Incentive Stock Options under the Plan,
the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options
granted under the Plan shall be 7,150,000 Shares, subject to adjustment as provided in Section
12.2.
3. The first clause of Section 11.3 of the Plan is hereby amended and restated in its
entirety to read as follows:
11.3. Change in Control. For purposes of the Plan, Change in Control means the
occurrence of any one of the following events:
4. The Plan Amendment shall be effective upon approval of the shareholders of the Company
at the March 21, 2011 Special Meeting of Shareholders. If the Plan Amendment is not so approved at
such meeting, then the amendment to the Plan set forth herein shall be void ab initio.
5. Except herein above provided, the Plan is hereby ratified, confirmed and approved in
all respects.