ex_257150.htm


Exhibit 10.1


 


AMENDMENT OF THE

NEXTDECADE CORPORATION

2017 OMNIBUS INCENTIVE PLAN


 


This Amendment (“Amendment”) of the 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”) of NextDecade Corporation, a Delaware corporation (the “Company”), is adopted by the Company April 19, 2021, subject to approval by the Company’s stockholders (the “Stockholders”).


 


WHEREAS, the Company maintains the Plan;


 


WHEREAS, under Section 16.2 of the Plan, the Company’s Board of Directors (the “Board”) may amend the Plan at any time, contingent on approval of the Stockholders, to the extent the Board deems necessary.


 


WHEREAS, the Board has determined that it is in the best interests of the Company to (1) increase the authorized number of shares available for issuance under the Plan and (2) remove a provision limiting the number of shares subject to certain types of awards issued under the Plan to any one participant during a calendar year.


 


NOW, THEREFORE, the Plan is hereby amended as follows, subject to approval of the Stockholders:


 


1.    Section 4.1 of the Plan is deleted in its entirety and replaced with the following:


 


“4.1     Number of Shares Reserved. Subject to adjustment as provided in Section 4.5 hereof, the total number of Shares of Common Stock that are reserved for issuance under the Plan (the “Share Reserve”) shall equal (a) 5,262,461 shares of Common Stock, plus (b) effective April 19, 2021 (subject to stockholder approval), 10,000,000. All such sum of shares may be issued as Incentive Stock Options. Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided, however, that Awards that are required to be paid in cash pursuant to their terms shall not reduce the Share Reserve. Any shares of Common Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.”         


 


2.    Section 4.3 of the Plan is deleted in its entirety and replaced with the following:


 


“4.3         [RESERVED]”


 


3.    In order to remove reference to Section 4.3, clause (i) of Section 4.5 of the Plan is deleted in its entirety and replaced with the following:


 


“(i) the maximum number and kind of shares of Common Stock provided in Sections 4.1 and 4.4 hereof,”


 


4.    The Plan, as amended hereby, and all other documents, instruments, and agreements executed or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.


 


[Signature page follows.]



 




 




 


IN WITNESS WHEREOF, I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of NextDecade Corporation on April 19, 2021.


 


NEXTDECADE CORPORATION


 


By:         /s/ Krysta De Lima                                                      


Name:    Krysta De Lima


Title:      General Counsel and Secretary


 


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IN WITNESS WHEREOF, I hereby certify that the foregoing Amendment was approved by the stockholders of NextDecade Corporation on June 15, 2021.


 


NEXTDECADE CORPORATION


 


By:         /s/ Krysta De Lima                                                      


Name:    Krysta De Lima


Title:      General Counsel and Secretary