Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of the 1996 Equity Incentive Plan At our annual meeting of stockholders held on May 28, 2009, our stockholders approved an amendment and restatement (the "Amendment") of our 1996 Equity Incentive Plan (the "1996 Plan"). The Amendment: (i) increased the aggregate number of shares our Class A common stock immediately available for issuance by 3,000,000 shares to an aggregate of 13,000,000 shares, subject to adjustment for stock-splits and similar changes, (ii) amended the 1996 Plan to specifically allow for the repricing of previously granted options, (iii) revised the definition of "Fair Market Value," and (iv) amended the 1996 Plan to permit us to issue incentive stock options pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, until the tenth anniversary of the approval of the Amendment.
The Amendment was previously adopted by our Board of Directors, subject to stockholder approval, and became effective upon the receipt of stockholder approval on May 28, 2009.
The foregoing description of the Amendment is subject to, and qualified in its entirety by reference to, the full text of the 1996 Plan, as amended and restated, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No. Description

10.1 Amended and Restated 1996 Equity Incentive Plan of Lamar Advertising Company.

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