Exhibit 10.65


 


OPTION AGREEMENT


 


THE BOARD OF DIRECTORS
of Lapolla Industries, Inc. (the “Company”) authorized and approved the Equity Incentive Plan ("Plan"). The
Plan provides for the grant of Options to employees of the Company. Unless otherwise provided herein all defined terms shall have
the respective meanings ascribed to them under the Plan.


 


1.Grant of Option. Pursuant
to authority granted to it under the Plan, the Administrator responsible for administering the Plan hereby grants to Douglas J.
Kramer, an employee of the Company (“Optionee”) and as of April 28, 2014 ("Grant Date"), the following stock
options: 350,000 stock options (“Options”). Each Option permits you to purchase one share of the Company’s common
stock, par value $.01 per share, at the Exercise Price ("Shares").


 


2.Character of Options. Pursuant
to the Plan, Options granted herein may be Incentive Stock Options or Non-Qualified Stock Options, or both. To the extent permitted
under the Plan and by law, such Options shall first be considered Incentive Stock Options.


 


3.Exercise Price. The exercise
price (“Exercise Price”) for each Non-Qualified Stock Option granted herein is 42¢ ($ 0.42) per Share, and the
Exercise Price for each Incentive Stock Option granted herein shall be 42¢ ($ 0.42) per Share.


 


4.Vesting and Exercisability.
The Options shall vest in the following respective increments: 116,666 on December 31, 2014, 116,667 on December 31, 2015, and
116,667 on December 31, 2016, subject to continued satisfactory employment with the Company prior to and upon exercise. Once vested,
the Options are immediately exercisable in accordance with the terms and conditions of the Plan and this agreement.


 


5.Term of Options. The term
of each Option granted herein shall be for a term of up to five (5) years from the Grant Date.


 


6.Payment of Exercise Price.
Options represented hereby may be exercised in whole or in part by delivering to the Company your payment of the Exercise Price
for the number of Options so exercised (i) in cash, by check or cash equivalent, (ii) by tender to the Company of shares
of Stock owned by the Participant having a Fair Market Value not less than the exercise price for the number of Options exercised;
(iii) by tender to the Company of a written consent to accept a reduction in the number of shares of Stock issuable upon exercise
(“Reduced Number of Shares”), which Reduced Number of Shares, when ascribed a value, shall have a value equal
to the Exercise Price for the number of Options exercised; (iv) by delivery of a properly executed notice of exercise together
with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect
to some or all of the shares being acquired upon the exercise of the Option or portion thereof exercised (including, without limitation,
through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors
of the Federal Reserve System) (a "Cashless Exercise"), (v) by such other consideration as may be approved
by the Committee from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Company
reserves, at any and all times, the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate
any program or procedures for the exercise of Options by means of a Cashless Exercise.


 


7.Limits on Transfer of Options.
The Option granted herein shall not be transferable by you otherwise than by will or by the laws of descent and distribution, except
for gifts to family members subject to any specific limitation concerning such gift by the Administrator in its discretion; provided,
however, that you may designate a beneficiary or beneficiaries to exercise your rights and receive any Shares purchased with respect
to any Option upon your death. Each Option shall be exercisable during your lifetime only by you or, if permissible under applicable
law, by your legal representative. No Option herein granted or Shares underlying any Option shall be pledged, alienated, attached
or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company. Notwithstanding the foregoing, to the extent permitted by the Administrator, in its discretion, an Option
shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8
Registration Statement under the Securities Act of 1933, as amended.











     

     

    
 


8.Termination of Employment.
If your employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below:


 


(a)Upon the termination of your employment
with the Company, to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i)
If the Participant’s employment is terminated by dismissal by the Company other than for cause (as defined below), disability
(as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when such Participant was
entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the
date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person
who acquired such Option by bequest or inheritance or by reason of the death of the Participant, may, not later than fifteen (15)
months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such
number of Shares specified by the Administrator in such Option; and (ii) If the employment of any Participant to whom such Option
shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be
specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested
Options shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to
exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares as
specified by the Administrator in such Option, at any time up to one (1) year from the date of termination of the Optionee's employment
by reason of retirement.


 


(b)If you voluntarily terminate your
employment, Participant shall have the right to exercise such Option that has vested, to the extent not theretofore exercised,
at any time up to ninety (90) days from the date of termination of the Optionee's employment, or if you are discharged for cause,
any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof.


 


(c)If any Options granted hereunder
shall be exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options
granted hereunder by bequest or inheritance or by reason of death of any such person written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise
such Options.


 


(d)For all purposes of the Plan, the
term "for cause" shall mean "cause" as defined in the Plan or your employment agreement with the Company.


 


9.Restriction; Securities Exchange
Listing. All certificates for shares delivered upon the exercise of Options granted herein shall be subject to such stop transfer
orders and other restrictions as the Administrator may deem advisable under the Plan or the rules, regulations and other requirements
of the Securities and Exchange Commission and any applicable federal or state securities laws, and the Administrator may cause
a legend or legends to be placed on such certificates to make appropriate reference to such restrictions. If the Shares or other
securities are traded on a national securities exchange, the Company shall not be required to deliver any Shares covered by an
Option unless and until such Shares have been admitted for trading on such securities exchange.


 


10.Adjustments. If there is
any change in the capitalization of the Company affecting in any manner the number or kind of outstanding shares of Common Stock
of the Company, whether by stock dividend, stock split, reclassification or recapitalization of such stock, or because the Company
has merged or consolidated with one or more other corporations (and provided the Option does not thereby terminate pursuant to
Section 5 hereof), then the number and kind of shares then subject to the Option and the price to be paid therefor shall be appropriately
adjusted by the Board of Directors; provided, however, that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with an appropriate adjustment to the price of each Share or other unit
of security covered by this Option.


 


 








     

     

    



 


 


11.Change in Control. In the
event of a Change in Control (as defined in the Plan), the surviving, continuing, successor, or purchasing entity or parent thereof,
as the case may be (the "Acquiror"), may, without the consent of any Participant, either assume the Company's
rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the
Acquiror's stock. In the event the Acquiror elects not to assume or substitute for outstanding Options in connection with a Change
in Control, the Committee shall provide that any unexercised and/or unvested portions of outstanding Options shall be immediately
exercisable and vested in full as of the date thirty (30) days prior to the date of the Change in Control. The exercise and/or
vesting of any Option that was permissible solely by reason of this Section 11 shall be conditioned upon the consummation of the
Change in Control. Any Options which are not assumed by the Acquiror in connection with the Change in Control nor exercised as
of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation
of the Change in Control.


 


12.Amendment to Options Herein Granted.
The Options granted herein may not be amended without your consent.


 


13.Withholding Taxes. As provided
in the Plan, the Company may withhold from sums due or to become due to Optionee from the Company an amount necessary to satisfy
its obligation to withhold taxes incurred by reason of the disposition of the Shares acquired by exercise of the Options in a disqualifying
disposition (within the meaning of Section 421(b) of the Code), or may require you to reimburse the Company in such amount.


 


LAPOLLA INDUSTRIES, INC.


 


 


/s/ Michael T. Adams, Secretary


Corporate Secretary


 


OPTIONEE


 


 


/s/ Douglas J. Kramer


Douglas J. Kramer