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FIRST AMENDMENT TO THE
FORESTAR REAL ESTATE GROUP INC.
2007 STOCK INCENTIVE PLAN
This First
Amendment (this “ First Amendment ”) to
the Forestar Real Estate Group Inc. 2007 Stock Incentive Plan (as
amended, the “ Plan ”) is made by
Forestar Group Inc. (f/k/a Forestar Real Estate Group Inc.), a
Delaware corporation (the “ Company ”),
pursuant to the authorization of the Board of Directors of the
Company (the “ Board ”).
WHEREAS ,
the Board deems it to be in the Company’s best interest to
amend the Plan to increase the maximum aggregate number of Shares
(as defined in the Plan) authorized under the Plan from 3,800,000
to 6,450,000 Shares;
WHEREAS ,
the Board also deems it to be in the Company’s best interest
to amend the Plan to (1) provide that Shares covered by an Award
will be counted as used only to the extent actually issued under
the Plan and (2) strengthen the prohibition on repricings of
stock options and stock appreciation rights without stockholder
approval;
WHEREAS ,
Section 14 of the Plan authorizes the Board to amend the Plan;
and
WHEREAS ,
the rules of the New York Stock Exchange applicable to the Company
require that the Company’s stockholders approve the First
Amendment.
NOW,
THEREFORE , pursuant to the authority granted to the Board in
Section 14 of the Plan, and subject to the approval of this
First Amendment by the Company’s stockholders, the Plan is
hereby amended as follows:
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1.
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The
title of the Plan shall be revised to reflect the name change of
the Company by deleting the original title and replacing it with
the following: “FORESTAR GROUP INC. 2007 STOCK INCENTIVE
PLAN”.
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2.
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Section 1.8 of the Plan is
hereby amended by deleting the reference therein to “Forestar
Real Estate Group Inc.” and replacing it with a reference to
“Forestar Group Inc.”.
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3.
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Section 1.23 of the Plan is
hereby amended by deleting the reference therein to
“Rea
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