AMENDED NO. 1 TO ENVOY MEDICAL, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN
Published on May 18, 2026
Exhibit 10.1
Envoy Medical, Inc.
Amendment No. 1 to
Amended and Restated
2023 Equity Incentive Plan
Amendment No. 1 Approved by the Board of Directors
March 20, 2026
Amendment No. 1 Approved by the Stockholders May 12, 2026
This Amendment No. 1 (this “Amendment”) amends the Amended and Restated Envoy Medical, Inc. 2023 Equity Incentive Plan (the “Plan”) effective as of May 12, 2026. All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Plan.
| 1. | Amendment to Section 2. Section 2 of the Plan is hereby fully replaced and superseded with the following text: |
| “2. | Shares Subject to the Plan. |
| (a) | Share Reserve. Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will be 10,000,000 shares. |
| (b) | Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 10,000,000 shares. |
| (c) | Share Reserve Operation. |
| (i) | Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. |
| (ii) | Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock); (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award. |
| (iii) | Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.” |
| 2. | No Other Amendments. Except as expressly set forth in this Amendment, the Plan shall remain in full force and effect with no changes. |