Exhibit 10.29


 


LINDBLAD EXPEDITIONS HOLDINGS, INC.


DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS


 


1.            Purpose and Effective Date. The
purpose of this Plan is to provide the non-employee members of the Board of Directors (the “Board”) of Lindblad
Expeditions Holdings, Inc., a Delaware corporation, and it successors (the “Company”) with an opportunity to
defer payment of all or a portion of their annual cash compensation and annual restricted stock award. The Plan shall be effective
as of January 1, 2016 (the “Effective Date”).


 


2.            Definitions. The following terms
shall have the meanings given in this section unless a different meaning is clearly implied by the context:


 


(a)        “Cash Compensation”
means compensation payable to a director in cash for serving as a member of Board, but excluding any expense reimbursements.


 


(b)        “Change
in Control” shall have the same meaning as defined in the Equity Plan as in effect on the Effective Date; provided, that,
for purposes of the Plan, in no event will a Change in Control be deemed to have occurred if the transaction is not also a “change
in control event” under Section 409A of the Code.


 


(c)        “Common
Stock” means the common stock of the Company.


 


(d)        “Compensation
Committee” means the Compensation Committee of the Board.


 


(e)        “Deferred
Compensation Account” means an account maintained for each director who makes a deferral election as described in Section
4.


 


(f)        “Deferred
Stock Unit” means a Stock Unit that is received by a participant pursuant to this Plan and provides for the deferred
receipt compensation.


 


(g)        “Director
Compensation” means Director Cash Compensation and Restricted Stock.


 


(h)        “Equity
Plan” means the Lindblad Expeditions Holdings, Inc. 2015 Long-Term Incentive Plan, as it may be amended or restated from
time to time, or, to the extent applicable, any future or successor equity compensation plan of the Company


 


(i)        “Fair Market
Value” means “Fair Market Value” as defined in the Equity Plan.


 


(j)        “Plan”
means the Lindblad Expeditions Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.


 


(k)        “Plan Year”
means a calendar year.


 


(l)        “Plan Administrator”
means the Compensation Committee or its designee.


 


(m)       “Restricted
Stock” means “Restricted Stock” as defined in the Equity Plan and granted to a director for serving as a
member of Board.


 


(n)        “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended.


 






    


     

    

 


(o)        “Separation
from Service” means a “separation from service” within the meaning of Section 409A.


 


(p)        “Stock
Unit” means an economic unit equal in value to one share (or fraction thereof) of Common Stock.


 


3.            Eligibility.  All members of the
Board who are not employees of the Company or any subsidiary of the Company shall be eligible to participate in the Plan.


 


4.            Election to Defer Director Compensation.


 


(a)        Manner and Amount
of Deferral Election. A participant may elect to defer receipt of all or a specified portion of his or her Director Compensation
by giving written notice on an election form provided by the Plan Administrator specifying the amount of the deferral. A participant’s
election to defer is irrevocable and may not be changed, except as may be provided in the election form.


 


(b)        Time of Election.
Elections to defer the Director Compensation shall be made at the following times:


 


(i)        A director may elect
to defer Director Compensation at such time or times during the calendar year as permitted by the Plan Administrator. Such election
shall be effective for Cash Compensation earned and Restricted Stock granted in the following calendar year.


 


(ii)       A nominee for election
to director (who is not at the time of nomination a sitting director and was not previously eligible to participate in this Plan)
may elect to defer Director Compensation no later than 30 days after the date of the director’s commencement of services
as a director. Such deferral election shall be effective for Cash Compensation earned and Restricted Stock granted following the
later of (A) the date of the director’s commencement of services as a director, and (B) the date an irrevocable election
form is filed with the Company.


 


(c)        Duration of Deferral
Election. A deferral election will only apply to one Plan Year. A participant must make a new deferral election with respect
to each Plan Year that the participant decides to defer Director Compensation.


 


5.            Deferred Compensation Accounts.
The Company shall establish on its books and records a Deferred Compensation Account for each participant, as provided below.


 


(a)        Crediting of
Cash Compensation. Deferred Cash Compensation shall be credited to the participant’s Deferred Compensation Account in
the form of Deferred Stock Units on the date the deferred Cash Compensation would otherwise have been paid. On such date, the Company
shall credit to the Deferred Compensation Account with a number of Deferred Stock Units determined by dividing (i) the portion
of the Cash Compensation that the participant elected to defer, by (ii) the Fair Market Value of a share of Common Stock on such
date, rounded down to the nearest whole Deferred Stock Unit. No fractional Deferred Stock Units will be credited to a participant’s
account. Unused cash attributable to a fractional Deferred Stock Unit will be refunded to the participant in cash as soon as practicable
following the original payment date. A participant will be fully vested in each Deferred Stock Unit that relates to deferred Cash
Compensation.


 


(b)        Crediting of
Restricted Stock. Deferred Restricted Stock shall be credited to the participant’s Deferred Compensation Account in an
equal amount of Deferred Stock Units. The Deferred Stock Units related to such deferred Restricted Stock shall be subject to the
same vesting or other forfeiture restrictions that would have otherwise applied to such Restricted Stock. In the event the participant
forfeits Deferred Stock Units in accordance with the foregoing, the participant’s Deferred Compensation Account shall be
debited for the number of Deferred Stock Units forfeited.


 






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(c)        Dividend Equivalents.
Each Deferred Stock Unit credited to a participant’s Deferred Compensation Account shall carry with it a right to receive
dividend equivalents in respect of the share of Common Stock underlying such Deferred Stock Unit. Dividend equivalents shall be
paid to participants in cash on the Company’s applicable dividend payment date based on the number of Deferred Stock Units,
whether vested or unvested, held in the director’s Deferred Compensation Account on the applicable Company record date. The
dividend equivalent right associated with a Deferred Stock Unit shall remain outstanding until the delivery to the participant
of the share of Common Stock underlying such Deferred Stock Unit.


 


(d)        Adjustment of
Deferred Stock Units. If the number of outstanding shares of Common Stock is increased or decreased or the shares of Common
Stock are changed into or exchanged for a different number or kind of stock or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of stock, exchange of stock, stock dividend, or other
distribution payable in capital stock, or other increase or decrease in such stock effected without receipt of consideration by
the Company occurring after the Effective Date, the Plan Administrator will make appropriate adjustments to (i) the number and
kind of shares of Common Stock for which Deferred Stock Units are outstanding, and (ii) the number of Deferred Stock Units credited
to each participant’s Deferred Compensation Account.


 


6.            Payment of Deferred Compensation.


 


(a)        Distributions.
Payment from the Deferred Stock Units shall be made in one lump sum on the earliest to occur of:


 


(i)        within 90 days following the participant’s Separation From Service;


 


(ii)       immediately prior to, on or within 30 days following a Change in Control;


 


(iii)      within 90 days following the participant’s Disability;


 


(iv)    
the date of an In-Service Distribution (as defined below), if the participant has made
an applicable election to receive an In-Service Distribution; and


 


(v)      the participant’s death.


 


Notwithstanding anything
to the contrary in the Plan, if on the date of the participant’s Separation from Service, the participant is a “specified
employee” within the meaning of Section 409A, the payment will occur on the later to occur of (x) the scheduled distribution
date and (y) the first day of the seventh month following the date of the participant’s Separation from Service or, if earlier,
the date of the participant’s death.


 


(b)        Scheduled In-Service
Distributions. A participant may elect to receive payment from the Deferred Stock Units while the participant is still a member
of the Board (an “In-Service Distribution”) in a lump sum within 90 days following the date that is three (3),
four (4), five (5), six (6), seven (7), eight (8), nine (9) or ten (10) years following the last day of the applicable Plan Year.
Any desired In-Service Distribution must be separately elected for each Plan Year’s elective deferrals and such elections
will be irrevocable, except as may be provided in the election form.


 






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(c)        Medium of Payment.
Payments from the Deferred Compensation Account shall be made in whole shares of Common Stock for each whole Deferred Stock Unit,
and in cash for any fractional Deferred Stock Unit; provided, that, the Company may choose in its discretion to pay the participant
cash in lieu of all or a portion of the shares of Common Stock. Deferred Stock Units issued to and shares of Common Stock paid
to participants under the Plan shall be issued and paid from the Equity Plan.


 


7.            Unfunded Promise to Pay; No Segregation
of Funds or Assets. Nothing in this Plan shall require the segregation of any assets of the Company or any type of funding
by the Company, it being the intention of the parties that the Plan be an unfunded arrangement for federal income tax purposes.
No participant shall have any rights to or interest in any specific assets or shares of Common Stock by reason of the Plan, and
any participant’s rights to enforce payment of the obligations of the Company hereunder shall be those of a general creditor
of the Company.


 


8.            Nonassignability; Beneficiary Designation.
The right of a participant to receive any unpaid portion of the participant’s Deferred Compensation Account shall not be
assigned, transferred, pledged or encumbered or subjected in any manner to alienation or anticipation. However, in the event of
a participant’s death, the Company will pay the unpaid portion of the participant’s Deferred Compensation Account to
the participant’s designated beneficiaries. If the participant fails to complete a valid beneficiary designation, the participant’s
beneficiary will be his or her estate.


 


9.            Administration. The Plan will
be administered under the supervision of the Plan Administrator. The Plan Administrator will prescribe guidelines and forms for
the implementation and administration of the Plan, interpret the terms of the Plan, and make all other substantive decisions regarding
the operation of the Plan. The Plan Administrator’s decisions in its administration of the Plan are conclusive and binding
on all persons.


 


10.          Construction. The Plan is intended
to comply with Section 409A and any regulations and guidance thereunder and shall be interpreted and operated in accordance with
such intent. Notwithstanding anything to the contrary in the Plan, neither the Company, its affiliates, the Board, nor the Committee
will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any participant under Section
409A, and neither the Company, its affiliates, the Board, nor the Committee will have any liability to any participant for such
tax or penalty. The laws of the State of Maryland shall govern all questions of law arising with respect to the Plan, without regard
to the choice of law principles of any jurisdiction, except where the laws governing the Plan are preempted by the laws of the
United States. The Plan is intended to be construed so that participation in the Plan will be exempt from Section 16(b) of the
Securities Exchange Act of 1943, as amended, pursuant to regulations and interpretations issued from time to time by the Securities
and Exchange Commission. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect
the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if the illegal
or invalid provision had never been inserted. This document constitutes the entire Plan, and supersedes any prior oral or written
agreements on the subject matter hereof.


 


11.          Claw-back. All awards of Deferred
Stock Units under the Plan will be subject to mandatory repayment by the participant to the Company to the extent the participant
is, or in the future becomes, subject to any Company or affiliate “claw-back” or recoupment policy that is adopted
to comply with the requirements of any applicable law, rule, regulation or otherwise, or any law, rule, or regulation that imposes
mandatory recoupment, under circumstances set forth in such law, rule or regulation.


 


12.          Amendment and Termination. The
Board may amend, suspend, or terminate the Plan at any time and for any reason. No amendment, suspension, or termination will,
without the consent of the participant, materially impair rights or obligations under any Deferred Stock Units previously awarded
to the participant under the Plan, except as provided below. The Board may terminate the Plan and distribute the Deferred Compensation
Accounts to participants in accordance with and subject to the rules of Treas. Reg. Section 1.409A-3(j)(4)(ix), or successor provisions,
and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.


 


 


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