Exhibit 10.1


 


AMENDMENT NO. 1


TO THE


NEUROTROPE, INC.


2013 EQUITY INCENTIVE PLAN


 


 


THIS AMENDMENT NO.
1 TO THE NEUROTROPE, INC. 2013 EQUITY INCENTIVE PLAN (this “Amendment”) is made and adopted by Neurotrope, Inc.
(the “Company”), effective as of July 23, 2014 (the “Effective Date”). Capitalized terms
used but not otherwise defined herein shall have the respective meanings ascribed to them in the Neurotrope Inc. 2013 Equity Incentive
Plan (the “2013 Plan”).


 


WHEREAS, the Company
adopted the 2013 Plan to attract and retain the best available personnel for positions of substantial responsibility, to provide
incentives to individuals who perform services for the Company, and to promote the success of the Company’s business; and


 


WHEREAS, the 2013 Plan
currently provides for the granting to officers, key employees, consultants and directors of stock options and other equity incentive
awards with respect to an aggregate of 7,000,000 shares of the Company’s common stock, $0.001 par value per share (“Common
Stock”); and


 


WHEREAS, the Company
desires to amend the 2013 Plan to increase the maximum number of shares of Common Stock that may be awarded and sold under the
2013 Plan to Ten Million (10,000,000); and


 


WHEREAS, the Company
desires to amend the 2013 Plan to limit the number of shares of Common Stock underlying equity compensation awards that each director
of the Company can receive for director services (it being understood that such limitation shall not apply to any awards to a person
for service to the Company in any other capacity) ; and


 


WHEREAS, as of the
Effective Date, the Company’s Board of Directors has approved this Amendment.


 


NOW, THEREFORE, the
Company hereby amends the 2013 Plan, as of the Effective Date, as follows:


 


		1.	Section 3(a) of the 2013 Plan is hereby deleted and replaced
with the following:



 


“3(a)      Subject
to the provisions of Section 14 hereof, the maximum number of Shares that may be awarded and sold under the Plan is Ten Million
(10,000,000) Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.”


 






    	 



    	 



    

 


		2.	A new Section 6(a)(iii) is hereby added to the 2013 Plan
which will read as follows:



 


“(iii)      The maximum aggregate
number of Shares underlying Awards made to each director of the Company (only with respect to such director’s service as
a director of the Company) is limited to an aggregate of 1,000,000 Shares, except to the extent that the aggregate amount of Awards
held by a director (for service as a director) as of the Effective Date of this Amendment exceeds such amount as a result of the
actions taken by the Administrator prior to and on the Effective Date (including the grant of Options to certain directors on the
Effective Date).”


 


		3.	In all other respects, the provisions of the 2013 Plan
are hereby ratified and confirmed, and they shall continue in full force and effect.



 


 


 


[Signature
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IN WITNESS WHEREOF,
the Company hereby executes and adopts this Amendment No. 1 to the Neurotrope, Inc. 2013 Equity Incentive Plan this 23rd
day of July, 2014.


 


 





	NEUROTROPE, INC.
	 	 	 
	 	 	 
	By:	 	/s/ Robert Weinstein
	 	 	 
	Name:	 	Robert Weinstein
	 	 	 
	Title: 	 	Chief Financial Officer