EXHIBIT
10.1
AMENDMENT
NO. 1
TO
PRESSURE
BIOSCIENCES, INC.
2005
EQUITY INCENTIVE PLAN
The
following amendment to the Pressure BioSciences, Inc. (the “Corporation”) 2005
Equity Incentive Plan (the “Plan”) was approved by the Board of Directors of the
Corporation on July 11, 2008, subject to the approval of the stockholders of
the
Corporation:
1.
Section 3, Paragraph (a) is amended and restated by deleting the first
sentence of this paragraph and replacing it with the following:
“Subject
to adjustment under Section 3(c), the aggregate number of shares of Common
Stock
of the Company (the “Common Stock”) that may be issued pursuant to the Plan is
1,500,000.”
2.
Except
as amended hereby, the 2005 Equity Incentive Plan shall remain in full force
and
effect in accordance with its original terms.
Approved
by the Board of Directors: July 11, 2008
Approved
by Stockholders: September 25, 2008