Exhibit 10.1


 


AMENDMENT TO THE

LIQUIDIA CORPORATION 2020 LONG-TERM INCENTIVE PLAN 


 


The Board of Directors (the
“Board”) of Liquidia Corporation, a Delaware corporation (the “Company”), hereby
makes this Amendment (this “Amendment”) to the Liquidia Corporation 2020 Long-Term Incentive Plan (the “Plan”),
this 19th day of April 2022. Subject to the approval of the Company’s shareholders at the 2022 Annual Meeting, the effective date
of this Amendment shall be June 16, 2022.


 


WHEREAS, the Company
originally established the Plan for purposes of providing compensation and incentive awards to employees, officers and service providers
that are based on the Company’s common stock, par value $0.001 per share (the “Stock”) in order to strengthen
the Company’s ability to attract, motivate and retain management and service providers of experience and ability, and to encourage
the highest level of performance in the Company’s financial success and growth; and


 


WHEREAS, the Company
now desires to amend the Plan to increase the number of shares of Stock available for issuance pursuant to the Plan and re-authorize
the evergreen provision.


 


NOW THEREFORE, for
and in consideration of the foregoing and the agreements contained herein, the Plan shall be amended as follows:


 


		1.	Defined Terms. Unless otherwise
                                            defined herein, capitalized terms used herein shall have the same meaning ascribed to them
                                            in the Plan.



		2.	Amendments.



 


Section 17 is hereby amended
to add the following definition:


 


“Amendment Date” means
June 16, 2022;


 


Section 5(a) is hereby amended
and restated in its entirety as follows:


 


(a) Share Pool. Subject
to adjustments as provided in Section 10 of the Plan, the number of shares of Common Stock issuable pursuant to Awards that may be granted
under the Plan shall equal the sum of the following: (i) 1,700,000 shares that were originally reserved in connection with the adoption
of the Plan (as of the Effective Date); plus (ii) 3,824,941 of shares that were added to the Plan from the Effective Date until the Amendment
Date based on the evergreen provision in the Plan; plus (iii)) 1,600,000 newly reserved shares in connection with the amendment to the
Plan (as of the Amendment Date); (subsections (i), (ii), and (iii) referred to as the “Share Pool”).


 


Section 5(b)(i) is hereby
amended and restated in its entirety as follows:


 


(i) The Share Pool shall be increased
automatically, without further action of the Board, on January 1st of each calendar year following the Amendment Date and ending on (and
including) January 1, 2030, by a number of shares of Common Stock equal to the lesser of (A) four percent (4%) of the aggregate number
of shares of Common Stock outstanding on December 31st of the immediately preceding calendar year, excluding for this purpose any such
outstanding shares of Common Stock that were granted under this Plan and remain unvested and subject to forfeiture as of the relevant
December 31st, or (B) a lesser number of shares of Common Stock determined by the Board or Compensation Committee prior to the relevant
January 1st.


 


3. Remainder of
the Plan. Except as expressly provided herein, the Plan remains in full force and effect.


 


(Signature Page Follows) 


 






    


    


    

 


IN WITNESS WHEREOF,
this Amendment is executed effective as of the date first written above.


 


	 	LIQUIDIA CORPORATION




 


	 	 	By:	Roger Jeffs
	 	 	 	 
	 	 	Its:	Chief Executive Officer