exv10w1







Exhibit 10.1

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:




	 	1.	 	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”.
	 
	 	2.	 	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.”.
	 
	 	3.	 	Section 1.23 of the Plan is hereby amended by deleting the reference therein to
“Real Estate”.
	 
	 	4.	 	The first sentence of Section 5.1 of the Plan is hereby deleted in its entirety
and replaced with the following:






“Subject to adjustment as provided in Section 13, the maximum number of Shares that
may be issued under the Plan is 6,450,000 Shares.”




	 	5.	 	Section 5.3 of the Plan is hereby amended by adding the following after the
sentence therein:






“Shares covered by an Award shall be counted as used only to the extent they are
actually issued. Any Shares related to Awards under this Plan that terminate by
expiration, forfeiture, cancellation, or otherwise without the issuance of the
Shares, or are settled in cash in lieu of Shares, or are exchanged with the



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Committee’s permission, prior to the issuance of Shares, for Awards not involving
Shares, shall be available again for grant under this Plan. Moreover, if the
exercise price of any Award granted under this Plan or the tax withholding
requirements with respect to any Award granted under this Plan are satisfied by
tendering Shares to the Company (by either actual delivery or by attestation), the
tendered Shares shall again be available for grant under this Plan. Furthermore, if
a stock appreciation right (granted as an Other Stock-Based Award) (“SAR”) is
exercised and settled in Shares, the difference between the total Shares exercised
and the net Shares delivered shall again be available for grant under this Plan,
with the result being that only the number of Shares issued upon exercise of a SAR
is counted against the Shares available for issuance under the Plan. The Shares
available for issuance under this Plan may be authorized and unissued Shares or
treasury Shares.”




	 	6.	 	Section 12 of the Plan is hereby amended by adding “(other than Options and
SARs)” immediately after the reference therein to “The terms of an Award”.
	 
	 	7.	 	Section 15.1 of the Plan is hereby amended by deleting subsection (b) thereof
in its entirety and replacing it with the following:






“(b) Except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares or other transaction referred to in
Section 13 hereof), the terms of outstanding Awards may not be amended to reduce the
exercise price of outstanding Options or SARs, and further, outstanding Options or
SARS may not be cancelled in exchange for cash, other Awards or Options or SARs with
an exercise price that is less than the exercise price of the original Options or
SARs without stockholder approval.”



     Except as provided above, the Plan shall remain unchanged and in full force and effect.



     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this First
Amendment on this 4th day of March, 2009.



	 	 	 	 	 
	 	FORESTAR GROUP INC.

 	 
	 	By:  	/s/ David M. Grimm
 	 
	 	 	Name:  	David M. Grimm 	 
	 	 	Title:  	Chief Administrative Officer, General
Counsel
and Secretary 	 
	 




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