Exhibit 10.1






Exhibit 10.1




2010 DECLARATION OF AMENDMENT

TO

MIMEDX GROUP, INC. ASSUMED 2006 STOCK INCENTIVE PLAN




THIS 2010 DECLARATION OF AMENDMENT, is made effective as of the 23rd day of
February, 2010, by MIMEDX GROUP, INC. (the “Corporation”), to the MiMedx Group, Inc. Assumed 2006
Stock Incentive Plan (the “Plan”).



R E C I T A L S:




WHEREAS, the Board of Directors of the Company (the “Board”) has deemed it advisable to
increase the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as
defined in the Plan) granted under the Plan from 5,500,000 shares to 8,500,000 shares;



WHEREAS, Section 12 of the Plan authorizes the Board acting as the Administrator (as defined
in the Plan) to amend the Plan, provided that any amendment required by Applicable Laws (as defined
in the Plan) to be approved by the Company’s shareholders shall be approved by the Company’s
shareholders;



WHEREAS, the Board of the Company has deemed it advisable to amend the Plan as set forth
herein; and



WHEREAS, the Corporation desires to evidence such amendments by this 2010 Declaration of
Amendment.



NOW, THEREFORE, IT IS DECLARED that, effective as of February 23, 2010, the Plan shall be and
hereby is amended as follows:




	1.	 	Amendment to Section 5(a). Section 5(a) (“Shares of Stock Subject to the
Plan”) of the Plan is hereby amended by substituting “8,500,000” for 5,500,000 in Section
5(a), so that Section 5(a) shall be amended as follows:







"(a) Shares of Stock Subject to the Plan. Subject to adjustments as provided
in Section 5(d), the aggregate number of shares of Common Stock that may be issued pursuant
to Awards granted under the Plan shall not exceed 8,500,000 shares. Shares delivered under
the Plan shall be authorized but unissued shares, treasury shares or shares purchased on the
open market or by private purchase. The Corporation hereby reserves sufficient authorized
 shares of Common Stock to meet the grant of Awards hereunder.”




	2.	 	Amendment to Section 5(b). Section 5(b)(i) (“Award Limitations”) of the Plan
shall be amended by substituting “8,500,000” for “5,500,000,” so that Section 5(b)(i) shall be
amended as follows (with the remainder of Section 5(b) being unchanged):







"(i) The maximum number of shares of Common Stock that may be issued to any one
Participant under the Plan pursuant to the grant of Incentive Options shall not exceed
8,500,000 shares;”


 


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	3.	 	Continued Effect. Except as set forth herein, the Plan shall be unchanged and shall
remain in full force and effect.






IN WITNESS WHEREOF, this 2010 Declaration of Amendment is executed on behalf of MiMedx Group,
Inc. effective as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	MiMedx Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/: Michael J. Senken
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Michael J. Senken
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/: Roberta L. McCaw	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Roberta L. McCaw	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary and Treasurer	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 







 


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