EQUITY INCENTIVE PLAN
(AMENDED MAY 1, 2008)
1.1 Establishment . LaPolla Industries, Inc., a Delaware corporation, hereby establishes the
Equity Incentive Plan ( "Plan" ) effective as of July 12, 2005, the date of its approval by the stockholders of the
Company ( "Effective Date" ).
1.2 Purpose . The purpose of the Plan is to advance the interests LaPolla Industries, Inc. (“
Company ”) and its stockholders by providing an incentive to attract, retain and reward persons performing
services for the Company and by motivating such persons to contribute to the growth and profitability of the
Company. The Plan seeks to achieve this purpose by providing for Awards in the form of Stock Options and
1.3 Term of Plan . The Plan shall continue in effect until the earlier of its termination by the Board
or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all
restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the
Plan have lapsed. However, all Incentive Stock Options shall be granted, if at all, within ten (10) years from the
date the Plan is duly approved by the stockholders of the Company.
2. Definitions and Construction .
2.1 Definitions . Whenever used herein, the following terms shall have their respective meanings
set forth below:
(a) "Award" means any Stock Option or Stock Bonus granted under the Plan.
(b) "Award Agreement" means a written agreement between the Company and a full
time employee, director or consultant of the Company (a “ Participant ”) setting forth the terms, conditions and
restrictions of the Award granted to the Participant. An Award Agreement may be an "Option Agreement" or a
"Stock Bonus Agreement."
(c) "Cause" means: (i) with respect to a Participant who is a party to a written
employment agreement wit