exv10w34






Exhibit 10.34




AMENDMENT NO. 3 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 and to the additional limitations
and restrictions set forth in this Section 4(a), Awards may be made under the Plan for up to an
aggregate of 13,471,495 shares of common stock, $0.001 par value per share, of the Company (the
“Common Stock”). In addition to the aggregate plan limit, the following limitations and
restrictions apply:


(i) Of the 3,800,000 shares of Common Stock added to the Plan as of October 1, 2007, 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 the avoidance of doubt, this 1,500,000
share limit does not apply to Restricted Stock, Restricted Stock Unit and Other Stock-Based Awards
made from the 8,100,000 shares, in the aggregate, that were added to the Plan as of May 29, 2009
and the Stockholder Approval Date.


(ii) Of the 4,100,000 shares of Common Stock added to the Plan as of May 29, 2009, (A) each
share of Common Stock issued or to be issued in connection with any Award other than a Stock Option
or SAR shall be counted against such limit as 1.23 shares of Common Stock; and (B) each share of
Common Stock to be issued in connection with any Stock Option or SAR shall be counted against such
limit as one share of Common Stock.


(iii) Of the 4,000,000 shares of Common Stock added to the Plan as of the Stockholder
Approval Date (collectively, with the 4,100,000 shares of Common Stock described above, the
“Fungible Pools”), (A) each share of Common Stock issued or to be issued in connection with any
Award other than a Stock Option or SAR shall be counted against such limit as 1.62 shares of Common
Stock; and (B) each share of Common Stock to be issued in connection with any Stock Option or SAR
shall be counted against such limit as one share of Common Stock.


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) with respect to SARs, the
number of shares of Common Stock subject to an award of SARs will be counted against the aggregate
number of shares of Common Stock available for issuance under the Plan regardless of the number of
shares of Common Stock actually issued to settle the SAR upon exercise; provided, however, that
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 as one share for each share
of Common Stock subject to a Stock Option or SAR and as 1.62 shares of Common Stock subject to an
Award other than a Stock Option or SAR; provided, however, in the case of Incentive Stock Options
(as hereinafter defined), the foregoing shall be subject to any limitations under the Code; (iii)
shares of Common Stock tendered to the Company by a Participant to (A) purchase shares of Common
Stock upon the exercise of a Stock Option or SAR or (B) satisfy tax withholding obligations related
to the exercise of a Stock Option or SAR (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; (iv) shares of Common Stock tendered to the Company by a Participant to satisfy tax
withholding obligations for an Award other than a Stock Option or SAR (including shares retained
from the Award creating the tax obligation) shall be added back to the number of shares
available for the future grant of Awards; and (v) 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 6(e) is deleted in its entirety and the following is substituted in its place:


(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 or repurchase for cash 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.


A new Section 6(f) is added as follows:


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


Section 10(f) is deleted in its entirety and the following is substituted in its place:


(f) Amendment of Award. Subject to compliance with the terms of Section 5(h) and Section
6(e), the Board may amend, modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type, changing the date of exercise
or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the Participant’s consent to such action shall be required unless the Board determines that
the action, taking into account any related action, would not materially and adversely affect the
Participant.




 









 







Section 11(g) is amended by adding the following new sentence at the end:


Amendment No. 3 adopted by the Board of Directors on April 21, 2011 and by the stockholders on May
26, 2011 (the “Stockholder Approval Date”).


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


Adopted by the Board of Directors on April 21, 2011.


Adopted by the Stockholders on May 26, 2011.