FIRST AMENDMENT TO HARVARD BIOSCIENCE, INC. SECOND AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN

Stock Option Agreement

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HARVARD BIOSCIENCE INC

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Title: FIRST AMENDMENT TO HARVARD BIOSCIENCE, INC. SECOND AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN
Date: 5/7/2009
Industry: Scientific and Technical Instr. Sector: Technology

Exhibit 10.1

FIRST AMENDMENT TO

HARVARD BIOSCIENCE, INC. SECOND AMENDED AND RESTATED

2000 STOCK OPTION AND INCENTIVE PLAN

This First Amendment (“First Amendment”) to the Harvard Bioscience, Inc. Second Amended and Restated 2000 Stock Option and Incentive Plan (the “Plan”) is effective as of February 24, 2009. The Plan is hereby amended as set forth below.

1. Section 5(b) of the Plan is hereby amended and restated as follows:

Stock Options Granted to Independent Directors.

i) Automatic Grant of Options .

(1) Each Independent Director who is first elected to serve as a Director shall be granted, on the fifth business day after his election, a Non-Qualified Stock Option to acquire 25,000 shares of Stock.

(2) The exercise price per share for the Stock covered by a Stock Option granted under this Section 5(b) shall be equal to the Fair Market Value

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