exv10w3



 




Exhibit 10.3




AMENDMENT NO. 1 TO

2005 STOCK INCENTIVE PLAN

OF

NxSTAGE MEDICAL, INC.




     The 2005 Stock Incentive Plan (the “Plan”) of NxStage Medical, Inc. is hereby amended as
follows:



     Section 4(a) is deleted in its entirety and the following is substituted in its place:




	 	(a)	 	Number of Shares. Subject to adjustment under Section 9,
Awards may be made under the Plan for up to an aggregate of 7,401,457 shares
of common stock, $0.001 par value per share, of the Company (the “Common
Stock”); provided, however, that of the 3,800,000 shares of Common Stock added
to the Plan as of the Stockholder Approval Date, the maximum number of shares
with respect to which Restricted Stock, Restricted Stock Units and Other
Stock-Based Awards may be granted shall be 1,500,000.
	 
	 	 	 	For purposes of counting the number of shares available for the grant of
Awards under the Plan and under the sublimits contained in Section 4(a) and
4(b), (i) all shares of Common Stock covered by independent SARs shall be
counted against the number of shares available for the grant of Awards;
provided, however, that independent SARs that may be settled in cash only shall
not be so counted; (ii) if any Award (A) expires or is terminated, surrendered
or canceled without having been fully exercised or is forfeited in whole or in
part (including as the result of shares of Common Stock subject to such Award
being repurchased by the Company at the original issuance price pursuant to a
contractual repurchase right) or (B) results in any Common Stock not being
issued (including as a result of an independent SAR that was settleable either
in cash or in stock actually being settled in cash), the unused Common Stock
covered by such Award shall again be available for the grant of Awards;
provided, however, in the case of Incentive Stock Options (as hereinafter
defined), the foregoing shall be subject to any limitations under the Code; and
provided further, in the case of independent SARs, that the full
number of shares subject to any stock-settled SAR shall be counted against the shares
available under the Plan and against the sublimits listed in the first clause of
this Section regardless of the number of shares actually used to settle such SAR
upon exercise; (iii) shares of Common Stock tendered to the Company by a
Participant to (A) purchase shares of Common Stock upon the exercise of an Award
or (B) satisfy tax withholding obligations (including shares retained from the
Award creating the tax obligation) shall not be added back to the
number of shares available for the future grant of Awards; and (iv) shares of Common Stock
repurchased by the Company on the open market using the proceeds from the
exercise of an Award shall not increase the number of shares available for
future grant of Awards.





 









 





     Section 5(c) is deleted in its entirety and the following is substituted in its
place:




	 	(c)	 	Exercise Price. The Board shall establish the exercise price of
each Option and specify the exercise price in the applicable option agreement. The exercise
price shall be not less than 100% of the Fair Market Value (as defined below)
on the date the Option is granted; provided that if the Board approves the
grant of an Option with an exercise price to be determined on a future date,
the exercise price shall be not less than 100% of the Fair Market Value on
such future date. The “Fair Market Value” of a share of Common Stock for
purposes of the Plan will be determined as follows: (i) if the Common Stock
trades on a national securities exchange, the closing sale price (for the
primary trading session) on the date of grant; or (ii) if the Common Stock does not
trade on any such exchange, the average of the closing bid and asked prices as
reported by an authorized OTCBB market data vendor as listed on the
OTCBB website (otcbb.com) on the date of grant; or (iii) if the Common
Stock is not publicly traded, the Board will determine the Fair Market Value
for purposes of the Plan using any measure of value it determines to be
appropriate (including, as it considers appropriate, relying on appraisals) in a
manner consistent with the valuation principles under Code Section 409A,
except as the Board or Committee may expressly determine otherwise.





     Section 5(d) is deleted in its entirety and the following is substituted in its place:




	 	(d)	 	Duration of Options. Each Option shall be exercisable at
such times and
subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be
granted with a term in excess of 10 years.





     A new Section 5(h) is hereby added to the Plan, as follows:




	 	(h)	 	Limitation on Repricing. Unless such action is approved by the
Company’s stockholders: (1) no outstanding Option granted under the Plan may be
amended to provide an exercise price per share that is lower than the
then-current exercise price per share of such outstanding Option (other than
adjustments pursuant to Section 9) and (2) the Board may not cancel any
outstanding option (whether or not granted under the Plan) and grant in
substitution therefor new Awards under the Plan covering the same or a
different number of shares of Common Stock and having an exercise price per
share lower than the then-current exercise price per share of the cancelled
option.





 









 






          A new Section 6(d) is hereby added to the Plan, as follows:





	 	(d)	 	Exercise Price. The Board shall establish the exercise price of
each SAR and specify the exercise price in the applicable SAR agreement. The
exercise price shall not be less than 100% of the Fair Market Value of the
Company’s common stock on the date the SAR is granted, provided that if the
Board approves the grant of a SAR with an exercise price to be determined on a
future date, the exercise price shall be not less than 100% of the Fair Market
Value of the Company’s common stock on such future date.





          A new Section 6(e) is hereby added to the Plan, as follows:





	 	(e)	 	Limitation on Repricing. Unless such action is approved by the
Company’s stockholders: (1) no outstanding SAR granted under the Plan may be
amended to provide a exercise price per share that is lower than the
then-current exercise price per share of such outstanding SAR (other than
adjustments pursuant to Section 9) and (2) the Board may not cancel any
outstanding SAR (whether or not granted under the Plan) and grant in
substitution therefor new Awards under the Plan covering the same or a
different number of shares of Common Stock and having a exercise price per
share lower than the then-current exercise price per share of the cancelled
SAR.





     Except as set forth above, the remainder of the Plan remains in full force and effect.




Adopted by the Board of Directors on July 25, 2007.


Adopted by the Stockholders on October 1, 2007 (the
“Stockholder Approval Date”)