Exhibit 10.1


 


FIRST AMENDMENT 





TO THE





NANOVIBRONIX, INC. 2014 LONG-TERM INCENTIVE
PLAN


 


This FIRST AMENDMENT
TO THE NANOVIBRONIX, INC. 2014 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of June 13,
2018, is made and entered into by NanoVibronix, 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 NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”).


 


RECITALS


 


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


 


WHEREAS, the
Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan as
set forth in Article 5 of the Plan by an additional seven hundred and fifty thousand (750,000) shares of Common Stock; and


 


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


 


NOW, THEREFORE,
in accordance with Article 9 of the Plan, the Company hereby amends the Plan 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 One Million Four Hundred Sixty-Four Thousand
Two Hundred Eighty-Six (1,464,286) 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 Two Hundred Seventy-Five Thousand
(275,000) 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.       This
Amendment shall be effective on the date first set forth above.  In the event stockholder approval of this Amendment is not
obtained within twelve (12) months of the date the Board approved this Amendment, the additional shares added to the Plan pursuant
to this Amendment shall not be available for grant as Incentive Stock Options.


 


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


 




     


     


    

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





	 	 	 	 	 
	 	NANOVIBRONIX, INC.
	 	 	 	 	 
	 	By:	 	 	 /s/ Stephen Brown
	 	Name:	 Steve Brown
	 	Title:	 	 CFO and Corporate Secretary