Exhibit 10.1


 


SECOND AMENDMENT TO THE 


INSPIREMD, INC. 2013 LONG-TERM INCENTIVE
PLAN


 


This SECOND AMENDMENT
TO THE INSPIREMD, INC. 2013 LONG-TERM INCENTIVE PLAN (this “Amendment”), dated as of April 18, 2016,
is made and entered into by InspireMD, Inc., a Delaware corporation (the “Company”). Terms used in this
Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in
the InspireMD, Inc. 2013 Long-Term Incentive Plan (the “Plan”).


 


RECITALS


 


WHEREAS, Article
9 of the Plan provides that the Company’s Board of Directors (the “Board”) may amend the Plan at
any time and from time to time;


 


WHEREAS, the
Company previously reserved a total of nine million seven hundred thousand (9,700,000) shares of its Common Stock to be delivered
pursuant to Awards under the Plan;


 


WHEREAS, on
October 1, 2015, the Company effected a one-for-ten reverse stock split such that, after giving effect to the reverse stock split,
there were nine hundred seventy thousand (970,000) shares of Common Stock reserved for issuance under the Plan;


 


WHEREAS, the
Board desires to amend the Plan to increase the number of shares of Common Stock that may be delivered pursuant to Awards under
the Plan by an additional ten million (10,000,000) shares, for an aggregate maximum total of ten million nine hundred seventy thousand
(10,970,000) shares available under the Plan on a post-split basis; and


 


WHEREAS, the
Board intends to submit this Amendment to the Company’s stockholders for approval.


 


NOW, THEREFORE,
in accordance with Article 9 of the Plan and subject to stockholder approval, the Plan is hereby amended, effective as of the date
hereof, as follows:


 


1.            Section 5.1 of
the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section
5.1:


 


5.1          Number
Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of
Common Stock that may be delivered pursuant to Awards granted under the Plan is ten million nine hundred seventy thousand (10,970,000)
shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Subject to adjustment
pursuant to Articles 11 and 12, the maximum number of shares of Common Stock with respect to which Stock Options or SARs
may be granted to an Executive Officer during any calendar year is one hundred thousand (100,000) shares of Common Stock. Shares
to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury,
or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all
times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this
Plan.


 




     


     


    

 


2.            Except as expressly
amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.


 


[Remainder of Page Intentionally Left
Blank


Signature Page Follows.]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Amendment to be duly executed as of the date first written above.


 


	 	INSPIREMD, INC.
	 	 	 
	 	By:	/s/ Craig Shore
	 	Name:	Craig Shore 
	 	Title:	Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary


 


Signature Page to


Second Amendment to the 2013 Long-Term
Incentive Plan