Exhibit 10.1


 








FIRST AMENDMENT 


TO THE


ALLIQUA BIOMEDICAL, INC. 2014 LONG-TERM
INCENTIVE PLAN


 


 


This FIRST AMENDMENT
TO THE ALLIQUA BIOMEDICAL, INC. 2014 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of February
26, 2015, is made and entered into by Alliqua BioMedical, Inc., a Delaware corporation (the “Company”).
Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Alliqua BioMedical, Inc. 2014 Long-Term Incentive Plan (the “Plan”).


 


RECITALS


 


WHEREAS, Article
9 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at
any time and from time to time;


 


WHEREAS, the
Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan as
set forth in Article 5 of the Plan by an additional three million five hundred thousand (3,500,000) shares of Common Stock; and


 


WHEREAS, the
Board intends to submit this Amendment to the Company’s stockholders for approval.


 


NOW, THEREFORE,
in accordance with Article 9 of the Plan, the Company hereby amends the Plan as follows:


 


1.Section 5.1 of
the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section
5.1:


 


5.1Number
Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of
Common Stock that may be delivered pursuant to Awards granted under the Plan is five million five hundred thousand (5,500,000)
shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Subject to adjustment pursuant
to Articles 11 and 12, the maximum number of shares of Common Stock with respect to which Stock Options or SARs may be granted
to an Executive Officer during any calendar year is one hundred fifteen thousand (115,000) shares of Common Stock. Shares to be
issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common
Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.


 


2.This Amendment
shall be effective on the date first set forth above.  In the event stockholder approval of this Amendment is not obtained
within twelve (12) months of the date the Board approved this Amendment, the additional shares added to the Plan pursuant to this
Amendment shall not be available for grant as Incentive Stock Options.


 





3.Except as expressly
amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.







 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Amendment to be duly executed as of the date first written above.


 


 





	 	ALLIQUA BIOMEDICAL, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Brian Posner	 
	 	Name: 	Brian Posner	 
	 	Title: 	Chief Financial Officer