6. Effective
as of Effective Date, Section 5.4(b)(i) of the Plan is hereby amended and
restated in its entirety to read as follows:
“(i) Options.
Subject to adjustment as provided in Section 4.2, no employee, director or
consultant shall be granted within any fiscal year of the Company one or more
Options which in the aggregate are for more than two million (2,000,000) shares
of Stock.”
7.
Effective
as of Effective Date, Section 5.4(b)(ii) of the Plan is hereby amended and
restated in its entirety to read as follows:
“(ii) Stock
Bonuses. Subject to adjustment as provided in Section 4.2, no
employee, director or consultant shall be granted within any fiscal year of
the
Company one or more Stock Bonuses, subject to Vesting Conditions based on the
attainment of Performance Goals, for more than one hundred thousand (100,000)
shares of Stock..”
8.
Effective
as of Effective Date, Section 13.2 of the Plan is hereby amended and
restated in its entirety to read as follows:
“13.2 Rights
as Employee, Director or
Consultant. No person,
even though eligible pursuant to Section 5, shall have a right to be
selected as a Participant, or, having been so selected, to be selected again
as
a Participant. Nothing in the Plan or any Award granted under the Plan shall
confer on any Participant a right to remain an employee, director or consultant,
or interfere with or limit in any way any right of the Company to terminate
the
Participant's Service at any time. To the extent that an employee, director
or
consultant of any subsidiary of LaPolla Industries, Inc. receives an Award
under
the Plan, that Award can in no event be understood or interpreted to mean
that
LaPolla Industries, Inc. is the employee's, director’s or consultant’s employer
or that the employee, director or consultant has any relationship with LaPolla
Industries, Inc.”
9. Effective
as of Effective Date, the introductory paragraph of the form of Option Agreement
attached as Exhibit A to the Plan is hereby amended and restated in its
entirety to read as follows:
“THE
BOARD OF DIRECTORS of
LaPolla Industries, Inc. authorized and approved the Equity Incentive Plan
("Plan"). The Plan provides for the grant of Options to employees, directors
and
consultants of LaPolla Industries, Inc. (“Company”). Unless otherwise provided
herein all defined terms shall have the respective meanings ascribed to them
under the Plan.”
10. Effective
as of Effective Date, Paragraph 1 of the form of Option Agreement attached
as
Exhibit A to the Plan is hereby amended and restated in its entirety to
read as follows:
“1. Grant
of
Option. Pursuant to authority granted to it under the Plan, the
Administrator responsible for administering the Plan hereby grants to, as an
employee, director or consultant of the Company (“Optionee”) and as of, ("Grant
Date"), the following Option: . Each Option permits you to purchase one share
of
LaPolla Industries, Inc.’s common stock, $.01 par value per share
(“Shares”).”
11. Except
as
set forth herein, the Plan shall remain in full force and effect. All awards
granted prior to the Effective Date shall be governed by the Plan as in effect
prior to the Effective Date.
I
HEREBY CERTIFY that the foregoing
First Amendment to the Equity Incentive Plan was duly adopted by the Board
of
Directors of the Company on January 16, 2007 and approved by the
stockholders of the Company on
,
2007. Executed this
,
day of
,
2007.
