Exhibit 10.1





Exhibit 10.1




SIXTH AMENDMENT TO

THE SPECTRANETICS CORPORATION

2006 INCENTIVE AWARD PLAN




THIS SIXTH AMENDMENT TO THE SPECTRANETICS CORPORATION 2006 INCENTIVE AWARD PLAN (this
“Sixth Amendment”), dated as of November 19, 2008, is made and adopted by The Spectranetics
Corporation (the “Company”), subject to approval by the stockholders of the Company.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed
to them in the Plan (as defined below).



RECITALS




WHEREAS, the Company maintains The Spectranetics Corporation 2006 Incentive Award Plan, as
amended (the “Plan”);




WHEREAS, the Company desires to amend the Plan as set forth herein; and



WHEREAS, pursuant to Section 14.1 of the Plan, the Plan may be amended at any time and from
time to time with the approval of the Board of Directors of the Company, provided that approval by
the stockholders of the Company is required for any amendment to the Plan that increases the number
of shares available under the Plan (other than certain adjustments under the Plan).



NOW, THEREFORE, BE IT RESOLVED, that, subject to approval by the stockholders of the Company,
the Plan be and hereby is amended as follows:




1. Section 3.1(a) of the Plan is hereby amended and restated in its entirety as follows:




“(a) Subject to Article 11 and Section 3.1(b), the aggregate number of shares
of Stock which may be issued or transferred pursuant to Awards under the Plan shall
be equal to the sum of (x) 2,550,000, (y) any shares of Stock which as of the
Effective Date are available for issuance under the 1997 Plan, and (z) any shares of
Stock subject to awards under the 1997 Plan which terminate, expire, lapse for any
reason or are settled in cash on or after the Effective Date; provided, however,
that such aggregate number of shares of Stock available for issuance under the Plan
shall be reduced by 1.50 shares for each share of Stock delivered in settlement of
any Full Value Award. In order that the applicable regulations under the Code
relating to Incentive Stock Options be satisfied, the maximum number of shares of
Stock that may be delivered under the Plan upon the exercise of Incentive Stock
Options shall be that number of shares specified in Section 3.1(a)(x) above.”


 


 









 






2. Section 3.3 of the Plan is hereby amended and restated in its entirety as follows:




“3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding
any provision in the Plan to the contrary, and subject to Article 11 hereof, the
maximum number of shares of Stock with respect to one or more Awards that may be
granted to any one Participant during any calendar year shall be 800,000 and the
maximum amount that may be paid in cash with respect to one or more Awards to any
one Participant which are not denominated in Stock or otherwise for which the
foregoing limitation would not be an effective limitation, the maximum amount that
may be paid in cash during any calendar year shall be $5,000,000.”




3. The following new sentence is hereby added to the end of Section 14.1 of the Plan:



“Awards in excess of the share limits set forth in Sections 3.1(a) and/or 3.3 may be
granted or awarded prior to stockholder approval of any amendment to the Plan
increasing such share limits, provided that such Awards shall not be exercisable,
shall not vest and the restrictions thereon shall not lapse and no shares of Common
Stock shall be issued pursuant thereto prior to the time when such amendment is
approved by the stockholders, and provided further that if such approval has not
been obtained by the end of the twelve (12) month period immediately following the
date of the Board’s adoption of such amendment (or such earlier date as may be
determined by the Committee), all such Awards previously granted or awarded under
the Plan shall thereupon automatically be canceled and become null and void.”




4. Except as set forth herein, the Plan shall remain in full force and effect.



* * * * *




I hereby certify that the foregoing Sixth Amendment was duly adopted by the Board of Directors
of The Spectranetics Corporation on November 19, 2008.




Executed on this 19th day of November, 2008.



	 	 	 	 	 
	 	By:  	                        /s/ Roger Wertheimer
 	 
	 	 	Name:  	Roger Wertheimer 	 
	 	 	Title:  	Secretary 	 



 


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* * * * *





I hereby certify that the foregoing Sixth Amendment was approved by the stockholders of The
Spectranetics Corporation on June 10, 2009.




Executed on this 10th day of June, 2009.



	 	 	 	 	 
	 	By:  	     /s/ Roger Wertheimer
 	 
	 	 	Name:  	Roger Wertheimer 	 
	 	 	Title:  	Secretary 	 



 


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