Exhibit 10.1
SECOND AMENDMENT TO
THE
MERIT MEDICAL SYSTEMS,
INC.
2006 LONG-TERM INCENTIVE
PLAN
THIS SECOND AMENDMENT TO THE MERIT
MEDICAL SYSTEMS, INC. 2006 LONG-TERM INCENTIVE PLAN (this
“Amendment”) is made and adopted effective May 31,
2009 by Merit Medical Systems, Inc., contingent upon approval
of this Amendment by the shareholders of the Company not later than
May 31, 2009.
WHEREAS, Merit Medical
Systems, Inc. (the “Company”) maintains the Merit
Medical Systems, Inc. 2006 Long-Term Incentive Plan (the
“Plan”) for the benefit of its employees and the
employees of its participating subsidiaries, which Plan the Company
previously amended in 2007; and
WHEREAS, it is necessary and
desirable to amend the Plan to increase the number of shares of
Company common stock (“Shares”) authorized for grant
under the Plan from 1,500,000 Shares to 3,000,000 Shares and modify
the Plan’s definition of “Change in Control” in
certain respects; and
WHEREAS, the Company, acting through
its Board of Directors (the “Board”), has reserved the
right to amend the Plan at any time and from time to time, subject
to shareholder approval in the case of certain material
modifications;
NOW, THEREFORE, contingent upon
approval of this Amendment by the shareholders of the Company not
later than May 31, 2009, the Plan is amended as follows
effective May 31, 2009:
1. The first sentence of
Section 3.1(a) of the Plan, setting forth the number of
Shares authorized for grant under the Plan, is amended to read as
follows:
“(a)
Subject to adjustment as provided in
Section 12.2, a total of 3,000,000 Shares are authorized for
grant under the Plan.”
2. The second sentence of
Section 5.7 of the Plan, relating to the maximum number of
Shares with respect to which incentive stock options may be granted
under the Plan is amended to read as follows:
“Solely for purposes of
determining whether Shares are available for the grant of
“incentive stock options” under the Plan, subject to
adjustment under Section 12.2, the maximum aggregate number of
Shares with respect to which “incentive stock options”
may be issued under the Plan shall be 3,000,000
Shares.”
3. Paragraph (b) of
Section 11.3 of the Plan, relating to the definition of a
“Change in Control,” is amended to read as
follows:
“(b)
any
“person” (as such term is defined in the Exchange Act
and as used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) is or becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the
Board (the “Company Voting Securities”);
provided , however ,
