Exhibit 4.4.3
SECOND AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
WESTWOOD HOLDINGS GROUP, INC.
STOCK INCENTIVE PLAN
The Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”) is hereby amended in the following respects, effective February 22, 2013, subject to approval by the stockholders of Westwood Holdings Group, Inc. no later than February 22, 2014, in accordance with Section 17 of the Plan. If this Amendment is not so approved, it will be considered void.
The first sentence of Section 4.1 of the Plan is deleted in its entirety and replaced with the following sentence:
“Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 3,898,100.”