Exhibit
10.28


 


	LINDBLAD
EXPEDITIONS HOLDINGS, INC.

2015 LONG-TERM INCENTIVE PLAN



 


RESTRICTED
STOCK GRANT NOTICE


 


Capitalized
terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings
given to them in the 2015 Long-Term Incentive Plan (as amended from time to time, the “Plan”) of Lindblad
Expeditions Holdings, Inc. (the “Company”).


 


The
Company has granted to the participant listed below (“Participant”) the shares of Restricted
Stock described in this Grant Notice (the “Restricted Shares”), subject to the terms and conditions
of the Plan and the Restricted Stock Agreement attached as Exhibit A (the “Agreement”), both
of which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	Grant
    Date:	 
	Number
    of Restricted Shares:	 
	Vesting
    Schedule:	 


 


By
Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement.
Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and
the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan, this Grant Notice or the Agreement.


 


	LINDBLAD
    EXPEDITIONS HOLDINGS, INC.	 	PARTICIPANT
	 	 	 
	By:		 	By:	
	Print
    Name:		 	Print
    Name:	
	Title:		 	 	 


  






    


     

    

 


Exhibit
A


 


RESTRICTED
STOCK AGREEMENT


 


Capitalized
terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant
Notice, in the Plan or the Lindblad Expeditions Holdings, Inc. Deferred Compensation Plan For Non-Employee Directors (the “Deferred
Compensation Plan”).



 


ARTICLE
I.

GENERAL


 


1.1       Issuance of Restricted Shares. The Company will issue the Restricted Shares to Participant effective as of the Grant Date
set forth in the Grant Notice and will cause (a) a stock certificate or certificates representing the Restricted Shares to be
registered in Participant’s name or (b) the Restricted Shares to be held in book-entry form. If a stock certificate is issued,
the certificate will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives
and will bear the restrictive legends required by this Agreement. If the Restricted Shares are held in book-entry form, then the
book-entry will indicate that the Restricted Shares are subject to the restrictions of this Agreement.


 


1.2       Deferral Election. Notwithstanding Section 1.1 or any other provision of this Agreement, the Grant Notice or the Plan,
in the event Participant has previously made a valid election to defer receipt of all or any portion of the award represented
by the Grant Notice and this Agreement in accordance with the terms of the Deferred Compensation Plan, the Company will not issue
such deferred Restricted Shares to Participant on the Grant Date and will instead credit to Participant’s Deferred Compensation
Account an equal amount of Deferred Stock Units. The Deferred Stock Units related to such deferred Restricted Shares shall be
subject to all of the terms and conditions of the Deferred Compensation Plan and paid at the times set forth in the Deferred Compensation
Plan and the Participant’s applicable deferral election thereunder.


 


1.3       Incorporation of Terms of Plan. The Restricted Shares are subject to the terms and conditions set forth in this Agreement
and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement,
the terms of the Plan will control.


 


ARTICLE
II.

VESTING, FORFEITURE AND ESCROW


 


2.1       Vesting. The Restricted Shares will become vested Shares (the “Vested Shares”) according to the
vesting schedule in the Grant Notice except that any fraction of a Share that would otherwise become a Vested Share will be accumulated
and will become a Vested Share only when a whole Vested Share has accumulated.


 


2.2       Forfeiture. In the event Participant ceases to be a Service Provider (“Termination of Service”)
for any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the
“Unvested Shares”) at the time of Participant’s Termination of Service, except as otherwise determined
by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested
Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Participant
will have no further rights with respect to the Unvested Shares.


 






    


     

    

 


2.3       Escrow.


 


(a)       Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested
Shares or (iii) this Agreement is no longer in effect. By accepting this Award, Participant appoints the Company and its authorized
representatives as Participant’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested
Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be
required pursuant to the Plan or this Agreement and to execute such representations or other documents or assurances as the Company
or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative,
will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares.


 


(b)       As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause
the certificate (or a new certificate without the legend required by this Agreement, if Participant so requests) representing
the Share to be delivered to Participant or, if the Share is held in book-entry form, cause the notations indicating the Share
is subject to the restrictions of this Agreement to be removed and (ii) pay to Participant the Retained Distributions relating
to the Share.


 


2.4       Rights as Stockholder. Except as otherwise provided in this Agreement or the Plan, upon issuance of the Restricted Shares
by the Company, Participant will have all the rights of a stockholder with respect to the Restricted Shares, including the right
to vote the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares. 


 


ARTICLE
III.

TAXATION AND TAX WITHHOLDING


 


3.1       Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors
the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement. Participant
is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.


 


3.2       Section 83(b) Election. If Participant makes an election under Section 83(b) of the Code with respect to the Restricted
Shares, Participant will deliver a copy of the election to the Company promptly after filing the election with the Internal Revenue
Service.


 


3.3       Tax Withholding.


 


(a)       The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in
accordance with the Plan of any withholding tax arising in connection with the Restricted Shares as Participant’s election
to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise deliverable under the Award.


 


(b)       Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted
Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise
in connection with the Restricted Shares. Neither the Company nor any Subsidiary makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the awarding, vesting or payment of the Restricted Shares or the subsequent
sale of the Restricted Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure this Award
to reduce or eliminate Participant’s tax liability.


 






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ARTICLE
IV.

RESTRICTIVE LEGENDS AND TRANSFERABILITY


 


4.1       Legends. Any certificate representing a Restricted Share will bear the following legend until the Restricted Share becomes
a Vested Share:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE
WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF THE COMPANY.


 


4.2       Transferability. The Restricted Shares and any Retained Distributions are subject to the restrictions on transfer in the
Plan and may not be sold, assigned or transferred in any manner unless and until they become Vested Shares. Any attempted transfer
or disposition of Unvested Shares or related Retained Distributions prior to the time the Unvested Shares become Vested Shares
will be null and void. The Company will not be required to (a) transfer on its books any Restricted Share that has been sold
or otherwise transferred in violation of this Agreement or (b)  treat as owner of such Restricted Share or accord the right
to vote or pay dividends to any purchaser or other transferee to whom such Restricted Share has been so transferred. The Company
may issue appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to
the same effect in its records.




 


ARTICLE
V.

OTHER PROVISIONS


 


5.1       Adjustments. Participant acknowledges that the Restricted Shares are subject to adjustment, modification and termination
in certain events as provided in this Agreement and the Plan.


 


5.2       Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the
Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current
email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing
and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s
personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be
given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail
(return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the
United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile
transmission confirmation.


 


5.3       Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


5.4       Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended
to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended
as necessary to conform to Applicable Laws.


 


5.5       Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 






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5.6       Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Restricted Shares will be subject
to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment
to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement
will be deemed amended as necessary to conform to such applicable exemptive rule.


 


5.7       Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof.


 


5.8       Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid,
the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect
on, the remaining provisions of the Grant Notice or this Agreement.


 


5.9       Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be
construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will
have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if
any, with respect to the Award.


 


5.10     Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right
to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of
the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant
at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement
between the Company or a Subsidiary and Participant.


 


5.11     Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.


 


 


 


 


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