Exhibit 10.1


 


WILHELMINA INTERNATIONAL, INC.


 


2015 INCENTIVE PLAN


 


		1.	Purpose of the Plan.



 


This 2015 Incentive Plan
(the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors
and employees to Wilhelmina International, Inc., a Delaware corporation (the “Company”) and any Subsidiary of the Company,
within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), persons
of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development
and financial success of the Company and its Subsidiaries.


 


Certain options granted
pursuant to the Plan may constitute incentive stock options within the meaning of Section 422 of the Code (the “Incentive
Options”) while certain other options granted pursuant to the Plan may be nonqualified stock options (the “Nonqualified
Options”). Incentive Options and Nonqualified Options are hereinafter referred to collectively as “Options.”


 


The Company intends that
the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and that transactions of the type specified in subparagraphs (c) to (f) inclusive of
Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation of Section 16(b) of
the Exchange Act. Further, the Plan shall satisfy the performance-based compensation exception to the limitation on the Company’s
tax deductions imposed by Section 162(m) of the Code with respect to those Options and stock appreciation rights (“Stock
Appreciation Rights”) for which qualification for such exception is intended (“Section 162(m) Grants”). In all
cases, the terms, provisions, conditions and limitations of the Plan shall be construed and interpreted consistent with the Company’s
intent as stated in this Section 1.


 


		2.	Administration of the Plan.



 


The Board of Directors
of the Company (the “Board”) shall appoint and maintain as administrator of the Plan a Committee (the “Committee”),
which may be the Compensation Committee of the Board, consisting of two or more directors who are “Non-Employee Directors”
(as such term is defined in Rule 16b-3) and “Outside Directors” (as such term is defined in Section 162(m) of the Code),
which shall serve at the pleasure of the Board. Except for Section 162(m) Grants, the Committee, subject to Sections 3, 4 and 5
hereof, shall recommend for approval by the Board recipients of Options, Stock Appreciation Rights, restricted stock (“Restricted
Stock”) and other equity incentives or stock or stock based awards (“Equity Incentives”), the terms and conditions
of respective Option, Stock Appreciation Rights, Restricted Stock and Equity Incentives agreements (which need not be identical)
and which Options granted under the Plan shall be Incentive Options and which shall be Nonqualified Options. With respect to Section
162(m) Grants, the Committee, subject to Sections 3, 4 and 5 hereof, shall have full power and authority to designate recipients
of Options and Stock Appreciation Rights and to determine the terms and conditions of respective Options and Stock Appreciation
Rights (which need not be identical) and whether Options shall be Incentive Options or Nonqualified Options, all subject to ratification
by the Board. To the extent any Option does not qualify as an Incentive Option, it shall constitute a separate Nonqualified Option.


 



    	 



    	 



    




Subject to the provisions
of the Plan, the Committee shall interpret the Plan and all Options, Stock Appreciation Rights, Restricted Stock and Equity Incentives
granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission or
reconcile any inconsistency in the Plan or in any Options, Stock Appreciation Rights, Restricted Stock or Equity Incentives granted
under the Plan in the manner and to the extent that the Committee deems desirable to carry into effect the Plan or any Options,
Stock Appreciation Rights, Restricted Stock or Equity Incentives. The act or determination of a majority of the Committee shall
be the act or determination of the Committee and any decision reduced to writing and signed by all of the members of the Committee
shall be fully effective as if it had been made by a majority at a meeting duly held. Subject to the provisions of the Plan, any
action taken or determination made by the Committee pursuant to this and the other Sections of the Plan shall be final, binding
and conclusive on all parties.


 


In the event that for
any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition under the Plan
does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, then the Plan shall be administered
by the Board, and references herein to the Committee (except in the proviso to this sentence) shall be deemed to be references
to the Board, and any such grant, award or other acquisition may be approved or ratified in any other manner contemplated by subparagraph
(d) of Rule 16b-3; provided, however, that grants to the Company’s Chief Executive Officer or to any other
covered employee within the meaning of Section 162(m) of the Code that are intended to qualify as Section 162(m) Grants may only
be granted by the Committee, subject to ratification by the Board.


 


		3.	Designation of Optionees and Grantees.



 


The persons eligible
for participation in the Plan as recipients of Options (the “Optionees”), Stock Appreciation Rights, Restricted Stock
or Equity Incentives (respectively, the “Grantees”) shall include directors, officers and employees of, and consultants
and advisors to, the Company or any Subsidiary; provided that Incentive Options may only be granted to employees of the Company
and the Subsidiaries. In recommending to the Board (or selecting, in the case of Section 162(m) Grants) Optionees and Grantees,
and the number of shares to be covered by each Option, Stock Appreciation Right, Restricted Stock or Equity Incentive granted to
Optionees or Grantees, the Committee may consider any factors it deems relevant, including without limitation, the office or position
held by the Optionee or Grantee or the Optionee or Grantee’s relationship to the Company, the Optionee or Grantee’s
degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary, the Optionee or Grantee’s
length of service, promotions and potential. An Optionee or Grantee who has been granted an Option, Stock Appreciation Right, Restricted
Stock or Equity Incentive hereunder may be granted an additional Option or Options, Stock Appreciation Right(s), Restricted Stock
or Equity Incentive(s).


 


		4.	Stock Reserved for the Plan.



 


Subject to adjustment
as provided in Section 10 hereof, a total of 500,000 shares of the Company’s Common Stock, $0.01 par value per share (the
“Stock”), shall be subject to the Plan, all of which may be Incentive Options. The maximum number of shares of Stock
that may be subject to Options and Stock Appreciation Rights granted under the Plan to any individual in any calendar year shall
not exceed 250,000 and the method of counting such shares shall conform to any requirements applicable to performance-based compensation
under Section 162(m) of the Code, if qualification as performance-based compensation under Section 162(m) of the Code is intended.
The shares of Stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any
Subsidiary of the Company, and such amount of shares of Stock shall be and is hereby reserved for such purpose. Any of such shares
of Stock that may remain unsold and that are not subject to outstanding Options at the termination of the Plan shall cease to be
reserved for the purposes of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number
of shares of Stock to meet the requirements of the Plan. Should any Option, Stock Appreciation Right, Restricted Stock, or Equity
Incentives expire or be canceled prior to its exercise or vesting in full or should the number of shares of Stock to be delivered
upon the exercise or vesting in full of an Option, Stock Appreciation Right, Restricted Stock, or Equity Incentives be reduced
for any reason, the shares of Stock theretofore subject to such Option, Stock Appreciation Right, Restricted Stock, or Equity Incentives
may be subject to future grants under the Plan, except in the case of an Option or Stock Appreciation Right where such reissuance
is inconsistent with the provisions of Section 162(m) of the Code where qualification as performance-based compensation under Section
162(m) of the Code is intended.


 



    	 



    	 



    




		5.	Terms and Conditions of Options.



 


Options granted under
the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:


 


(a)Option Price.
The purchase price of each share of Stock purchasable under an Option shall be determined by the Committee at the time of grant,
but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the date the Option is granted;
provided, however, that with respect to an Optionee who, at the time an Incentive Option is granted, owns (within
the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company
or of any Subsidiary, the purchase price per share of Stock under an Incentive Option shall be at least 110% of the Fair Market
Value per share of Stock on the date of grant. The exercise price for each Option shall be subject to adjustment as provided in
Section 10 below. “Fair Market Value” means the closing price of publicly traded shares of Stock on the business day
immediately prior to the grant on the principal securities exchange on which shares of Stock are listed (if the shares of Stock
are so listed), or on the NASDAQ Stock Market (if the shares of Stock are regularly quoted on the NASDAQ Stock Market), or, if
not so listed or regularly quoted, the mean between the closing bid and asked prices of publicly traded shares of Stock in the
over-the-counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation
service selected by the Company, or as determined by the Committee in a manner consistent with the provisions of the Code. Anything
in this Section 5(a) to the contrary notwithstanding, in no event shall the purchase price of a share of Stock be less than the
minimum price permitted under the rules and policies of any national securities exchange on which the shares of Stock are listed.


 


(b)Option Term.
The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the date
such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive Option is
granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after the date
such Incentive Option is granted.


 


(c)Exercisability.
Subject to Section 5(e) hereof, Options shall be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee.


 



    	 



    	 



    




Upon the occurrence of
a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding
Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee may
also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number
of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Company Stock
subject to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change
in Control over the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property
(including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its
sole discretion.


 


For purposes of the Plan, a Change in Control shall
be deemed to have occurred if:


 


(i)a
tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to
the commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;


 


(ii)the
Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than
50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries,
and their affiliates;


 


(iii)the
Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a
result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates;
or


 


(iv)a
Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to
the first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries, and their
affiliates.


 


For purposes of this
Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying the
provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities pursuant
to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportion as their ownership of stock of the Company.


 



    	 



    	 



    




(d)Method of Exercise.
Options to the extent then exercisable may be exercised in whole or in part at any time during the option period, by giving written
notice to the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full of the purchase
price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i) in the form
of Stock owned by the Optionee (based on the Fair Market Value of the Stock on the trading day before the Option is exercised)
which is not the subject of any pledge or security interest, (ii) in the form of shares of Stock withheld by the Company from the
shares of Stock otherwise to be received with such withheld shares of Stock having a Fair Market Value on the date of exercise
equal to the exercise price of the Option, or (iii) by a combination of the foregoing, provided that the combined value of all
cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to such exercise
price and except with respect to (ii) above, such method of payment will not cause a disqualifying disposition of all or a portion
of the Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other rights of a
stockholder with respect to shares of Stock purchased upon exercise of an Option at such time as the Optionee (i) has given written
notice of exercise and has paid in full for such shares and (ii) has satisfied such conditions that may be imposed by the Company
with respect to the withholding of taxes.


 


(e)Limit on Value
of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted, of Stock for
which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan (and/or any
other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


		6.	Terms and Conditions of Stock Appreciation Rights.



 


Stock Appreciation Rights
shall be granted with an exercise price that is not less than 100% of the Fair Market Value (as defined in Section 5(a) herein)
of a share of Common Stock on the date the Stock Appreciation Right is granted and shall be exercisable at such time or times and
subject to such other terms and conditions as shall be determined by the Committee. Unless otherwise provided, Stock Appreciation
Rights shall become immediately exercisable and shall remain exercisable until expiration, cancellation or termination of the award.
Such rights may be exercised in whole or in part by giving written notice to the Company. Stock Appreciation Rights to the extent
then exercisable may be exercised for payment in cash, shares of Common Stock or a combination of both, as the Committee shall
deem desirable, equal to: (i) the excess of the Fair Market Value as defined in Section 5(a) herein of a share of Common Stock
on the date of exercise over (ii) the exercise price of such Stock Appreciation Right.


 


		7.	Terms and Conditions of Restricted Stock.



 


Restricted Stock may
be granted under this Plan aside from, or in association with, any other award and shall be subject to the following conditions
and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted
Stock upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)Grantee rights.
A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within the period prescribed
by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check or such other instrument
as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided for below, the
Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability and forfeiture
restrictions described in Section 7(d) below.


 


(b)Issuance of
certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of Common Stock
associated with the award promptly after the Grantee accepts such award.


 



    	 



    	 



    




(c)Delivery of
certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock shall
not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.


 


(d)Forfeitability,
Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted Stock
grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions has lapsed. Unless otherwise provided, distributions of additional shares or property in the form of dividends
or otherwise in respect of shares of Restricted Stock shall be subject to the same restrictions as such shares of Restricted Stock.


 


(e)Change of Control.
Upon the occurrence of a Change in Control, the Committee may accelerate the vesting of outstanding Restricted Stock, in whole
or in part, as determined by the Committee in its sole discretion.


 


		8.	Other Equity Incentives or Stock Based Awards.



 


The Committee, in the
case of Equity Incentives intended to satisfy the requirements of Section 162(m) of the Code, may grant or, in all other cases,
may recommend to the Board the grant of Equity Incentives (including the grant of unrestricted shares) to such key persons, in
such amounts and subject to such terms and conditions, as the Committee shall in its discretion determine, subject to the provisions
of the Plan. Such awards may entail the transfer of actual shares of Common Stock to Plan participants, or payment in cash or otherwise
of amounts based on the value of shares of Common Stock.


 


		9.	Term of Plan.



 


No Option, Stock Appreciation
Rights, Restricted Stock or Equity Incentives shall be granted pursuant to the Plan on the date which is ten years from the effective
date of the Plan, but Options, Stock Appreciation Rights or Equity Incentives theretofore granted may extend beyond that date.


 


		10.	Capital Change of the Company.



 


In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, or similar type of corporate restructuring affecting the Stock,
the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved for issuance under the
Plan and in the number and option price of shares subject to outstanding Options granted under the Plan, to the end that after
such event each Optionee’s proportionate interest shall be maintained as immediately before the occurrence of such event.
The Committee shall, to the extent feasible, make such other adjustments as may be required under the tax laws so that any Incentive
Options previously granted shall not be deemed modified within the meaning of Sections 424(h) or 409A of the Code. Appropriate
adjustments shall also be made in the case of outstanding Stock Appreciation Rights and Restricted Stock granted under the Plan.


 



    	 



    	 



    




		11.	Purchase for Investment.



 


Unless the Options
and shares covered by the Plan have been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or the Company has determined that such registration is unnecessary, each person exercising or receiving Options, Stock Appreciation
Rights, Restricted Stock or Equity Incentives under the Plan may be required by the Company to give a representation in writing
that he is acquiring the securities (if issued) for his own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.


 


		12.	Taxes.



 


(a)The Company
may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Options, Stock Appreciation
Rights, Restricted Stock or Equity Incentives granted under the Plan with respect to the withholding of any taxes (including income
or employment taxes) or any other tax matters.


 


(b)If any Grantee,
in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code (that is,
an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall notify
the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section
83(b).


 


(c)If any Grantee
shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition
within 10 days hereof.


 


		13.	Effective Date of Plan.



 


The Plan shall be
effective on April 27, 2015; provided, however, that if, and only if, certain options are intended to qualify as
Incentive Stock Options, the Plan must subsequently be approved by majority vote of the Company’s stockholders no later than
April 27, 2016, and further, that in the event certain Option grants hereunder are intended to qualify as performance-based compensation
within the meaning of Section 162(m) of the Code, the requirements as to shareholder approval set forth in Section 162(m) of the
Code are satisfied.


 


		14.	Amendment and Termination, Section 409A of the Code.



 


The Board may amend,
suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Optionee or Grantee
under any Option, Stock Appreciation Right, Restricted Stock or Equity Incentive theretofore granted without the Optionee or Grantee’s
consent, and except that, following approval of the Plan by stockholders, no amendment shall be made without the approval of the
stockholders of the Company if (i) so required pursuant to the rules of any securities exchange or similar regulatory body, or
(ii) if such amendment would:


 


(a)materially
increase the number of shares that may be issued under the Plan, except as is provided in Section 10;


 


(b)materially
increase the benefits accruing to the Optionees or Grantees under the Plan;


 



    	 



    	 



    




(c)materially
modify the requirements as to eligibility for participation in the Plan;


 


(d)decrease the
exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof
or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the date of grant
thereof; or


 


(e)extend the
term of any Option beyond that provided for in Section 5(b).


 


The Committee may
amend the terms of any Option, Stock Appreciation Right, Restricted Stock or Equity Incentive theretofore granted, prospectively
or retroactively, but no such amendment shall (except as provided in the succeeding paragraph) impair the rights of any Optionee
or Grantee without the Optionee or Grantee’s consent. The Committee may also substitute new Options, Stock Appreciation Rights
or Restricted Stock for previously granted Options, Stock Appreciation Rights or Restricted Stock including options granted under
other plans applicable to the participant and previously granted Options having higher option prices, upon such terms as the Committee
may deem appropriate, subject to ratification by the Board.


 


It is the intention
of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury regulations and other Internal
Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee and the Board shall exercise
its discretion in granting Options, Stock Appreciation Rights, Restricted Stock and Equity Incentives hereunder (and the terms
of such grants) in a manner consistent with that intent.  To the extent permitted under the Section 409A Rules, the Plan and
any grant of an Option, Stock Appreciation Right, Restricted Stock or Equity Incentive hereunder may be amended from time to time
(without, in the case of an award, the consent of the participant) as may be necessary or appropriate to comply with the Section
409A Rules and preserve the intended tax treatment of the award, including without limitation, by adopting an amendment intended
to (i) exempt the award from the Section 409A Rules or (ii) comply with the Section 409A Rules; provided, however, that nothing
herein shall create any obligation on the part of the Board, the Committee or the Company to adopt any such amendment or to take
any other action, nor shall the Board, the Committee or the Company have any liability for failing to do so.  Notwithstanding
anything to the contrary herein, neither the Board, the Committee nor the Company guarantees any particular tax result relating
to any award under the Plan.


 


		15.	Government Regulations.



 


The Plan, and the grant
and exercise of Options, Stock Appreciation Rights, Restricted Stock and Equity Incentives hereunder, and the obligation of the
Company to sell and deliver shares under such Options, Stock Appreciation Rights, Restricted Stock and Equity Incentives shall
be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies, national securities
exchanges and interdealer quotation systems as may be required.


 


		16.	General Provisions.



 


(a)Certificates.
All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the U.S. Securities and Exchange Commission,
or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer
quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions.


 



    	 



    	 



    




(b)Employment
Matters. The adoption of the Plan shall not confer upon any Optionee or Grantee of the Company or any Subsidiary any right
to continued employment or, in the case of an Optionee or Grantee who is a director, continued service as a director, with the
Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Subsidiary
to terminate the employment of any of its employees, the service of any of its directors or the retention of any of its consultants
or advisors at any time.


 


(c)Limitation
of Liability. No member of the Board or the Committee, or any officer or employee of the Company acting on behalf of the Board
or the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect
to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.


 


(d)Registration
of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Stock to be issued
upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion
of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to
register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Stock subject to such Option, although the Company
may in its sole discretion register such Stock at such time as the Company shall determine. If the Company chooses to comply with
such an exemption from registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate
stop transfer instructions with respect to such Stock to the Company’s transfer agent.


 


(e)Non-transferability.
Options and Stock Appreciation Rights granted hereunder are not transferable (except pursuant to a qualified domestic relations
order or as required by law) and may be exercised solely by the Optionee or Grantee during his lifetime or after his death by the
person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its sole discretion,
may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee or (ii) a member of the Optionee’s
immediate family (or a trust for his or her benefit). Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject
to execution, attachment or similar process, any Option or Stock Appreciation Right contrary to the provisions hereof shall be
void and ineffective and shall give no right to the purported transferee.


 


(f)No rights as
a Stockholder. No Optionee or Grantee (or other person having the right to exercise such award) shall have any of the rights
of a stockholder of the Company with respect to shares subject to such award until the issuance of a stock certificate to such
person for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends, distributions or other
rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior
to the date such stock certificate is issued.


 


(g)Termination
by Death. Unless otherwise determined by the Committee, if any Optionee or Grantee’s employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option or Stock Appreciation Right may thereafter be exercised, to
the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative
of the estate or by the legatee of the Optionee or Grantee under the will of the Optionee or Grantee, for a period of one year
after the date of such death or until the expiration of the stated term of such Option or Stock Appreciation Right as provided
under the Plan, whichever period is shorter.


 



    	 



    	 



    




(h)Termination
by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee or Grantee’s employment with or
service to the Company or any Subsidiary terminates by reason of total and permanent disability, within the meaning of Section
22(e)(3) of the Code (“Disability”), any Option or Stock Appreciation Right held by such Optionee or Grantee may thereafter
be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised after 60 days after the date of such termination of employment
or service or the expiration of the stated term of such Option or Stock Appreciation Right, whichever period is shorter; provided,
however, that, if the Optionee or Grantee dies within such 60-day period, any unexercised Option or Stock Appreciation Right
held by such Optionee or Grantee shall thereafter be exercisable to the extent to which it was exercisable at the time of death
for a period of one year after the date of such death or for the stated term of such Option or Stock Appreciation Right, whichever
period is shorter.


 


(i)Termination
by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee or Grantee’s employment with or
service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below),
any Option or Stock Appreciation Right held by such Optionee or Grantee may thereafter be exercised to the extent it was exercisable
at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be
exercised after 60 days after the date of such termination of employment or service or the expiration of the stated term of such
Option or Stock Appreciation Right, whichever period is shorter; provided, however, that, if the Optionee or Grantee
dies within such 60-day period, any unexercised Option or Stock Appreciation Right held by such Optionee or Grantee shall thereafter
be exercisable, to the extent to which it was exercisable at the time of death, for a period of one year after the date of such
death or for the stated term of such Option or Stock Appreciation Right, whichever period is shorter. For purposes of this paragraph
(i), “Normal Retirement” shall mean retirement from active employment with the Company or any Subsidiary on or after
the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such pension plan exists, age
65, and “Early Retirement” shall mean retirement from active employment with the Company or any Subsidiary pursuant
to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan exists, age
55.


 


(j)Other Termination.
Unless otherwise determined by the Committee, if any Optionee or Grantee’s employment with or service to the Company or any
Subsidiary terminates for any reason other than death, Disability or Normal or Early Retirement, the Option or Stock Appreciation
Right shall thereupon terminate, except that the portion of any Option or Stock Appreciation Right that was exercisable on the
date of such termination of employment or service may be exercised for the lesser of 30 days after the date of termination or the
balance of such Option or Stock Appreciation Right’s term if the Optionee or Grantee’s employment or service with the
Company or any Subsidiary is terminated by the Company or such Subsidiary without cause or for good reason by the Optionee or Grantee
(the determination as to whether termination was for cause or for good reason to be made by the Committee). The transfer of an
Optionee or Grantee from the employ of or service to the Company to the employ of or service to a Subsidiary, or vice versa, or
from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service for purposes of the Plan.


 



    	 



    	 



    




(k)Clawback.
The Committee shall, in all appropriate circumstances and in accordance with guidance issued by the U.S. Securities and Exchange
Commission, require reimbursement of any annual incentive payment including Incentive Options and Nonqualified Options to an executive
officer where: (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a
substantial restatement of Company financial statements filed with the U.S. Securities and Exchange Commission; and (ii) a lower
payment would have been made to the executive based upon the restated financial results. In each such instance, the Committee shall,
to the extent practicable and in a manner consistent with Section 409A of the Code, seek to recover from the individual executive
the amount by which the individual executive’s incentive payments for the three year period preceding the accounting restatement
exceeded the lower payment that would have been made based on the restated financial results. For purposes of this policy, the
term “executive officer” means any officer who has been designated an executive officer by the Board.


 


Wilhelmina International, Inc.


 


April 27, 2015