Exhibit 10.1


 


RELMADA
THERAPEUTICS, INC.


 


FIRST
AMENDMENT TO THE

2014 STOCK OPTION AND EQUITY INCENTIVE PLAN


 


WHEREAS,
Relmada Therapeutics, Inc. (the “Company”) maintains the Relmada Therapeutics, Inc. 2014 Stock Option and Equity
Incentive Plan (the “Plan”) to provide for certain equity incentive compensation awards to employees, directors
and consultants of the Company; and


 


WHEREAS,
the Board of Directors of the Company has determined that it is in the best interests of the Company to amend the Plan to revise
the definition of change of control and to provide for accelerated vesting of all awards granted under the Plan (whether granted
prior to or after this amendment) in the event of a change of control of the Company.


 


NOW,
THEREFORE, the Company does hereby amend the Plan, effective August 6, 2015, as follows:


 


	 	1.	Section
    2(g) of the Plan is hereby amended to read in its entirety as follows:


 


““Change
of Control” means:


 


(i)
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries,
taken as a whole, to any “Person” (as that term is used in Section 13(d)(3) of the Exchange Act) that is not an Affiliate;


 


(ii)
the “Incumbent Directors” (meaning those individuals who, on date the Plan was adopted by the Board (the “Effective
Date”), constitute the Board, provided that any individual becoming a Director subsequent to the Effective Date whose
election or nomination for election to the Board was approved by a vote of at least two-thirds of the Incumbent Directors then
on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as
a nominee for Director without objection to such nomination) shall be an Incumbent Director, and further provided that
no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest
with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person
other than the Board shall be an Incumbent Director) cease for any reason to constitute at least a majority of the Board;


 


(iii)
the date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;


 






    	 



    	 



    

 


(iv)
the acquisition by any Person of “Beneficial Ownership” (within the meaning of Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the Beneficial Ownership of any particular Person, such Person shall be deemed to have
beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities,
whether such right is currently exercisable or is exercisable only after the passage of time) of 50% or more (on a fully diluted
basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose
such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise
of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall
not constitute a Change of Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee
benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition which complies with clauses, (A),
(B) and (C) of subsection (v) of this definition, or (IV) in respect of an Award held by a particular Participant, any acquisition
by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group
of persons including the Participant); or


 


(v)
the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction
involving the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance
of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(A) more than 50% of the total voting power of (I) the entity resulting from such Business Combination (the “Surviving Company”),
or (II) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities
eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company
(the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately
prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities
were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the
same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to
the Business Combination; (B) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company
or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of
the outstanding voting securities eligible to elect members of the board of directors of the Parent Company (or the analogous
governing body) (or, if there is no Parent Company, the Surviving Company); and (C) at least a majority of the members of the
board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company)
following the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution
of the initial agreement providing for such Business Combination.”


 






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	 	2.	Section
    8(c) of the Plan is hereby amended by revising the first sentence thereof to read in its entirety as follows:


 


“In
the event of a Corporate Transaction, each outstanding Option or other Award shall be assumed or an equivalent option or right
shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor
Corporation”), unless the Successor Corporation does not agree to assume the Award or to substitute an equivalent option
or right, in which case such Option or other Award shall terminate upon the consummation of the transaction in consideration for
a cash payment to the Participant (on the date of the Corporate Transaction), with respect to each such Award, equal to the excess,
if any, of the Fair Market Value of the Common Stock subject to such Award over any exercise price or other purchase price payable
by the Participant with respect to such Award.”

 


	 	3.	Section
    8 of the Plan is hereby amended by inserting a new Section 8(e) to read in its entirety as follows:


 


“(e)
CHANGE OF CONTROL. Notwithstanding any provision of the Plan or any award agreement to the contrary, in the event of a Change
of Control, (i) each outstanding Award shall become immediately vested and, to the extent applicable with respect to an Option
or other Award, exercisable, and (ii) the performance goals with respect to any outstanding Award (including any Performance Award)
shall be deemed satisfied at the “target” level, in each case effective immediately prior to the Change of Control.”


 


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




 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the Company has caused this amendment to the Plan to be executed as of the effective date set forth above by
its duly authorized officer.


 





	 	RELMADA THERAPEUTICS, INC.
	 	 
	 	/s/ Sergio Traversa
	 	Name:  Sergio Traversa
	 	Title:    Chief Executive Officer




 


 


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