Exhibit 10.1
AMENDMENT NO. 1
TO
IRIS INTERNATIONAL,
INC.
2007 STOCK INCENTIVE
PLAN
This Amendment No. 1 (this
“ Amendment ”) to the Iris International,
Inc. 2007 Stock Incentive Plan (the “ 2007 Plan
”) is effective as of May 22, 2009, by action of the
Board of Directors of Iris International, Inc., a Delaware
corporation (the “ Company ”). All
undefined terms used herein shall have the meaning set forth in the
2007 Plan.
1. Section 3(a) of the 2007
Plan is hereby amended and restated in its entirety to read as
follows:
“(a) Aggregate Limits .
Subject to the provisions of Section 10 of the Plan, the
maximum aggregate number of Shares which may be issued pursuant to
Awards granted under the Plan is Three Million Three Hundred
Thousand (3,300,000) Shares (the “ Fungible Pool
Limit ”). The Shares subject to the Plan may be
either Shares reacquired by the Company, including Shares purchased
in the open market, or authorized but unissued Shares. Any Shares
subject to an Award which for any reason expires or terminates
unexercised or is not earned in full shall be added back to the
Fungible Pool Limit and may again be made subject to an Award under
the Plan. The following Shares shall not be added back to the
Fungible Pool Limit and shall not again be made available for
issuance as Awards under the Plan: (i) Shares not issued or
delivered as a result of the net settlement of an outstanding Stock
Appreciation Right, (ii) Shares used to pay the exercise price
or withholding taxes related to an outstanding Award, or
(iii) Shares repurchased on the open market with the exercise
price
