exv10w4






Exhibit 10.4




AMENDMENT TO THE

LIGHTING SCIENCE GROUP CORPORATION

AMENDED AND RESTATED EQUITY-BASED COMPENSATION PLAN




     This AMENDMENT TO THE LIGHTING SCIENCE GROUP CORPORATION AMENDED AND RESTATED EQUITY-BASED
COMPENSATION PLAN (this “Amendment”), dated as of August 21, 2009, is made and entered into by
Lighting Science Group Corporation, a Delaware corporation (the “Company”). Terms used in this
Amendment with initial capital letters that are not otherwise defined herein shall have the
meanings ascribed to such terms in the Lighting Science Group Corporation Amended and Restated
Equity-Based Compensation Plan (the “Plan”).



RECITALS




     WHEREAS, Section 10(c) of the Plan provides that the Board of Directors of the Company (the
“Board”) may amend the Plan at any time, provided that any amendment to increase the share
limitation shall be subject to the approval of the Company’s stockholders;



     WHEREAS, the Board desires to amend the Plan, subject to stockholder approval, to increase the
aggregate number of shares of Stock that may be issued or transferred under the Plan set forth in
Section 4 of the Plan; and



     WHEREAS, the Board intends to submit this Amendment to the Company’s stockholders for approval
no later than the next annual meeting of the stockholders.



     NOW, THEREFORE, in accordance with Section 10(c) of the Plan, the Company hereby amends the
Plan as follows:



     1. Section 4(a) of the Plan is hereby amended by deleting said section in its entirety and
substituting in lieu thereof the following:



          Section 4. Stock Subject to Plan.




                         (a) Overall Number of Shares Available for Delivery




               Subject to adjustment in a manner consistent with any adjustment made pursuant
to Section 9, the total number of shares of Stock reserved and available for
delivery in connection with Awards under this Plan, from inception, is 20,000,000,
100% of which may be granted as Incentive Stock Options.



     2. Section 5 of the Plan is hereby amended by deleting said section in its entirety and
substituting in lieu thereof the following:



          Section 5. Eligibility; Per Person Award Limitations.





               Awards may be granted under this Plan only to Eligible Persons. In each fiscal year
during any part of which this Plan is in effect, a Covered Employee may not be granted
Awards relating to more than 2,500,000 shares of Stock, subject to adjustment in a manner
consistent with any adjustment made pursuant to Section 9, and in the case of Awards the
value of which is not directly related to the value of the Stock, Awards the value of which
at the time of payment exceeds $500,000.



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     3. This Amendment shall be effective on the date first set forth above. In the event
stockholder approval of this Amendment is not obtained within 12 months of the date the Board
approved this Amendment, the additional shares added to the Plan pursuant to this Amendment shall
not be available for grant as Incentive Stock Options within the meaning of Section 422 of the
Code.



     4. Except as expressly amended by this Amendment, the Plan shall continue in full force and
effect in accordance with the provisions thereof.



[Signature page to follow]




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     IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	LIGHTING SCIENCE GROUP CORPORATION

 	 
	 	By:  	/s/ Zachary S. Gibler 	 
	 	 	Name:  	 Zachary S. Gibler	 
	 	 	Title:  	 Chief Executive Officer	 
	 



 





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