Exhibit
10.1


 


G-III APPAREL GROUP, LTD. 


2015 LONG-TERM INCENTIVE PLAN


 


ARTICLE
1


GENERAL


 


1.1       Purpose.
The purpose of the Plan is to establish a vehicle through which the Company can provide equity-based and other incentive compensation
opportunities in order to facilitate its ability to recruit, motivate, reward and retain qualified individuals who contribute or
are expected to contribute to the success and growth of the Company.


 


1.2       Eligibility.
Awards may be granted under the Plan to any employee or non-employee director of, and any consultant, independent contractor or
other person who provides personal services to, the Company or any of its Subsidiaries, provided that Incentive Stock Options may
be granted only to employees.


 


1.3       Types
of Awards. Awards under the Plan may include, without limitation, Options, Stock Appreciation Rights, shares of Restricted
Stock, Restricted Stock Units, other Share-based Awards and performance-based Cash Incentive Awards, all as described in Articles
5 through 7 hereof.


 


ARTICLE
2


Definitions


 


2.1       “Award”
means an award made to an eligible director, employee or consultant under the Plan.


 


2.2       “Award
Agreement” means an agreement, in written or electronic form, between the Company and a Participant setting forth the terms
and conditions of an Award.


 


2.3       “Board”
means the Board of Directors of the Company.


 


2.4       “Cause”
has the meaning set forth in Section 9.3(a).


 


2.5       “Change
in Control” has the meaning set forth in Section 9.3(b).


 


2.6       “Code"
means the Internal Revenue Code of 1986, as amended.


 


2.7       "Committee”
means the Compensation Committee of the Board.


 


2.8       "Company”
means G-III APPAREL GROUP, LTD., a Delaware corporation, and any successor thereto.


 


2.9       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.10     “Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares covered by the Option and, with
respect to an SAR, the baseline price of the Shares covered by the SAR.


 




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2.11     “Fair
Market Value” means, as of any relevant date, the closing price per Share on such date on the principal securities exchange
on which the Shares are traded or, if no Shares are traded on that date, the closing price per Share on the next preceding date
on which Shares are traded, or (2) the value determined under such other method or convention as the Board or the Committee, acting
in a consistent manner in accordance with the Plan and applicable tax law, may prescribe.


 


2.12     “Good
Reason” has the meaning set forth in Section 9.3(c).


 


2.13     “Incentive
Cash Award” means a performance-based cash Award described in Section 7.2.


 


2.14     “Incentive
Stock Option” or “ISO” means an Option that qualifies as an “incentive stock option” within the meaning
of Section 422 of the Code.


 


2.15     “Option”
means an option to purchase Shares granted pursuant to Section 5.1.


 


2.16     "Participant”
means any person who has been selected to receive an Award under the Plan or who holds an outstanding Award under the Plan.


 


2.17     “Performance-Based
Exemption" means the performance-based compensation exemption from the compensation deduction limitations imposed by Section
162(m) of the Code, as set forth in Section 162(m)(4)(C) of the Code.


 


2.18     “Performance
Factors” means any of the factors listed in Section 7.3(b) that may be used for Awards intended to qualify for the Performance-Based
Exemption.


 


2.19     “Plan”
means the incentive plan set forth herein, as it now exists or is hereafter amended.


 


2.20     “Restricted
Stock” means stock issued in the name of a Participant pursuant to Section 6.1, subject to applicable transfer restrictions
and vesting and other conditions.


 


2.21     “Restricted
Stock Unit” or “RSU” means a contingent right to receive Shares in the future that is granted pursuant to Section
6.1.


 


2.22     “Section
409A” means Section 409A of the Code.


 


2.23     “Shares”
means shares of the Company’s common stock.


 


2.24     “Stock
Appreciation Right” or “SAR” means a right to receive appreciation in the value of Shares that is granted pursuant
to Section 5.2.


 


2.25     “Subsidiary”
means (a) a corporation or other entity in an unbroken chain of corporations or other entities at least 50% of the total value
or voting power of the equity securities of which is owned by the Company or by any other corporation or other entity in the chain,
and (b) any other corporation or entity in which the Company has a 20% controlling


 




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interest, directly or
indirectly, as may be designated by the Committee pursuant to the criteria set forth in Section 1.409A-1(b)(5)(iii)(E) of the Treasury
regulations.


 


2.26     “Ten
Percent Stockholder” means a person who owns or is deemed to own (under Section 424(d) of the Code) more than ten percent
of the total combined voting power of all classes of stock of the Company or any Subsidiary.


 


ARTICLE
3


ADMINISTRATION


 


3.1       General.
Except as specified herein or as otherwise determined by the Board, the Plan shall be administered by the Committee, the composition
of which is governed by the Committee’s charter.


 


3.2       Authority
of the Committee. Subject to the provisions of the Plan, the Committee, acting in its discretion, shall have the power and
authority to select the persons to whom Awards will be made, prescribe the terms and conditions of each Award and make amendments
thereto, construe, interpret and apply the provisions of the Plan and of any Award Agreement, and make any and all determinations
and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Plan or of any Award;
provided that the Committee may not accelerate the vesting of an outstanding award by reason of the termination of a Participant’s
employment unless (a) such termination is in connection with a Change in Control or on account of the Participant’s death,
disability or retirement, or (b) such termination occurs for any other reason and the net number of shares the Company would issue
by reason of such acceleration of vesting would not exceed 10% of the total number of Shares that may be issued under the Plan.


 


3.3       Delegation
of Authority. To the fullest extent authorized or permitted by applicable law, including, without limitation, Section 157(c)
of the Delaware General Corporation Law, the Committee may (i) delegate to officers of the Company or any affiliate, or committees
thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including the authority
to grant Awards, as the Committee may determine, and (ii) delegate to any person or subcommittee (who may, but need not be members
of the Committee) such Plan-related administrative authority and responsibilities as it deems appropriate. The Committee may not
delegate its authority with respect to non-ministerial actions relating to individuals who are subject to the reporting requirements
of Section 16(a) of the Exchange Act or Awards that are intended to qualify for the Performance-Based Exemption.


 


3.4       Indemnification.
The Company shall indemnify and hold harmless each member of the Committee and the Board and any employee or director of the Company
or any Subsidiary to whom any duty or power relating to the administration of the Plan or any Award is delegated from and against
any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense
(including reasonable legal and other expenses incident thereto) arising out of or incurred in connection with the Plan, unless
and except to the extent attributable to such person’s fraud or willful misconduct.


 




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ARTICLE
4


SHARES
SUBJECT TO THE PLAN; Individual aWARD limitS


 


4.1       Shares
Issuable under the Plan. Subject to Section 4.3, up to 2,500,000 Shares shall be available for grant and issuance pursuant
to Awards made under the Plan, any or all of which may (but need not) be issued pursuant to ISOs. For purposes of these limitations,
(a) the total number of Shares covered by stock-settled SARs (and not just the number of Shares issued in settlement of such SARs)
shall be deemed to have been issued under the Plan, and (b) Shares covered and/or issued pursuant to an Award will again be available
for grant and issuance pursuant to subsequent Awards to the extent such Shares are covered by or relate to (1) the unexercised
portion of an Option or SAR that is forfeited or otherwise terminated or canceled for any reason other than exercise, (2) Restricted
Stock Awards, RSU Awards or any other forms of Award that are forfeited, (3) subject to an Award that is settled in cash or that
otherwise terminates without such Shares being issued, or (4) Shares issued pursuant to awards that are assumed, converted or substituted
as a result of the acquisition of another company by the Company or a combination of the Company with another Company. Shares that
are used or withheld to pay the exercise price of an Award or to satisfy the tax withholding obligations associated with the vesting
or settlement of an Award will not be available for future grant and issuance under the Plan. Shares issued under the Plan may
be either authorized and unissued Shares, or authorized and issued Shares held in the Company's treasury, or any combination of
the foregoing. For the avoidance of doubt, Shares purchased by the Company in the open market with proceeds from a cash exercise
of an Option may not be added to the pool of Shares otherwise available under the Plan.


 


4.2       Individual
Award Limitations. No more than 400,000 Shares may be issued pursuant to Awards granted to any Participant in any fiscal year
of the Company. No more than $10,000,000 may be earned by any Participant for any fiscal year pursuant to Cash Incentive Awards
made under Section 7.2. If the performance period for a Cash Incentive Award covers more than one fiscal year, then, for the purpose
of applying the annual limit under the preceding sentence, the amount that may be earned by the Participant for each fiscal year
covered by the performance period will be deemed to be equal to the quotient of (a) the maximum amount that may be earned pursuant
to the Award, divided by (b) the number of such fiscal years.


 


4.3       Adjustments
for Capital Changes. In the event of a split-up, spin-off, stock dividend, extraordinary cash dividend, recapitalization, consolidation
of Shares, reverse stock split or other similar capital change, the number and class of Shares that may be issued under the Plan
pursuant to Section 4.1, the number and class of Shares that may be issued pursuant to annual Awards granted to any Participant
pursuant to Section 4.2, the number, class and/or Exercise Price (if any) of Shares subject to outstanding Awards and performance
goals expressed in or with respect to Shares shall be equitably adjusted by and at the discretion of the Board or the Committee
in order to prevent undue dilution or enlargement of the benefits available under the Plan or an outstanding Award, as the case
may be, provided that the number of Shares subject to any outstanding Award shall always be a whole number. In furtherance of the
foregoing, in the event of an “equity restructuring,” each outstanding Award that constitutes a “share-based
payment arrangement” (as such terms are defined in FASB Accounting Standards Codification Topic 718) shall be adjusted pursuant
to this Section.


 




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ARTICLE
5


STOCK
OPTIONs; Stock Appreciation Rights


 


5.1       Grant
of Company Stock Options. The Committee may grant Options to Participants upon such vesting, forfeiture and other terms and
conditions as the Committee, acting in its discretion in accordance with the Plan, may determine, either at the time an Option
is granted or, if the holder’s rights are not adversely affected, at any subsequent time, provided that each Option shall
have a vesting period of at least one year from the date of grant. Each Option will be deemed not to be an ISO (a non-ISO) unless,
at the time the Option is granted, the Committee specifically designates such Option as an ISO. If an Option is designated as an
ISO and if part or all of the Option does not qualify as an ISO for any reason, then the Option or the portion of the Option that
does not so qualify will nevertheless remain outstanding and will be characterized as a non-ISO.


 


5.2       Grant
of Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights, or SARs, to Participants, either alone or
in connection with the grant of an Option, upon such vesting, forfeiture and other terms and conditions as the Committee, acting
in its discretion in accordance with the Plan, may determine, either at the time the SARs are granted or, if the holder’s
rights are not adversely affected, at any subsequent time, provided that SARs shall have a minimum vesting period of one year from
the date of grant. Upon exercise, the holder of an SAR shall be entitled to receive cash and/or a number of whole Shares (as determined
by the Committee) having a value equal to the product of X and Y, where—


 


X
= the number of whole Shares as to which the SAR is being exercised, and


 


Y
= the excess of (i) the Fair Market Value per Share on the date of exercise over (ii) the Exercise Price per Share covered by the
SAR.


 


5.3       Exercise
Price. The Committee shall determine the Exercise Price per Share under each Option and each SAR, provided that (a) the Exercise
Price per Share shall be at least equal to the Fair Market Value per Share on the date the Option or SAR is granted; and (b) in
the case of an ISO granted to a Ten Percent Stockholder, the Exercise Price per Share shall be at least equal to 110% of the Fair
Market Value per Share on the date the ISO is granted.


 


5.4       Repricing
and Reloading Prohibited. Except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, distribution (whether in the form of cash, Shares, other securities or other
property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities, or similar transaction(s)), the Company
may not, without obtaining stockholder approval: (a) reduce the Exercise Price under outstanding Options or SARs; (b) cancel outstanding
Options or SARs in exchange for Options or SARs with a lower Exercise Price; or (c) cancel outstanding Options or SARs in exchange
for cash or other securities at a time when the per Share Exercise Price under such Options or SARs is higher than the Fair Market
Value. The Committee may not grant an Option that includes a “reload” feature or make any other Plan Awards that have
the effect of providing a “reload” feature with respect to Shares used to satisfy the Option exercise price or applicable
withholding tax.


 




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5.5       Exercise
Period of Options and SARs. The Committee may establish such vesting, forfeiture, expiration and other conditions as it deems
appropriate (on a grant-by-grant basis) with respect to the exercisability of an Option or SAR; provided, however, that, unless
sooner terminated in accordance with its terms, each Option and each SAR shall automatically expire on the tenth anniversary of
the date the Option or SAR is granted (or, in the case of an ISO granted to a Ten Percent Stockholder, on the fifth anniversary
of the date the ISO is granted).


 


5.6       Exercise
of Options. A Participant may exercise an outstanding Option that is vested and exercisable by transmitting to the Secretary
of the Company (or another person designated by the Company for this purpose) a written notice identifying the Option that is being
exercised and specifying the number of whole Shares to be purchased pursuant to such exercise, together with payment in full of
the aggregate Exercise Price payable for such Shares and any applicable withholding taxes. The Exercise Price shall be payable
in cash or by check or by any other means that the Committee may expressly permit, including, without limitation, (a) the Participant’s
surrender of previously-owned Shares, (b) the Company’s withholding Shares that would otherwise be issued if the Exercise
Price had been paid in cash, (c) payment pursuant to a broker-assisted cashless exercise program established and made available
in accordance with applicable law, (d) any other method of payment that is permitted by applicable law, or (e) any combination
of the foregoing. Applicable withholding taxes shall be payable in cash or by any other method that may be permitted or required
by the Committee in accordance with Section 11.1. Shares tendered or withheld for the payment of the exercise price of an Option
will be credited on the basis of the Fair Market Value of such Shares on the date they are tendered or withheld pursuant to such
exercise.


 


5.7       Exercise
of SARs. A Participant may exercise an outstanding SAR that is vested and exercisable by transmitting to the Secretary of the
Company (or another person designated by the Company for this purpose) a written notice identifying the SAR that is being exercised
and specifying the number of whole Shares for which the SAR is being exercised, together with payment in full of any applicable
withholding taxes attributable to such exercise. Applicable withholding taxes shall be payable in cash or by any other method that
may be permitted or required by the Committee in accordance with Section 11.1.


 


5.8       Termination
of Employment or Service. Unless the Committee determines otherwise at the time of grant, or thereafter if no rights of a Participant
are thereby reduced, in the event of the termination of a Participant’s employment or service with the Company and its Subsidiaries,
(a) the Participant will forfeit any then outstanding unvested Options or SARs, and (b) any then outstanding vested Option or SAR
will remain outstanding for a period of at least 90 days (one year if such termination is due to the Participant’s death)
following the date of such termination (but in no event longer than the expiration of its stated term.) Notwithstanding the foregoing,
if a Participant’s employment or other service is terminated by the Company or a Subsidiary for Cause (as such term is defined
in Section 9.3(a) below) or at a time when grounds for such a termination exist, the Participant’s then outstanding Options
and/or SARs (whether or not previously vested) shall immediately terminate and shall have no further force or effect.


 


5.9       Rights
as a Stockholder. A Participant shall have no rights to vote or receive dividends or any other rights of a stockholder with
respect to any Shares covered by an Option or


 




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SAR unless and until
such Option or SAR is validly exercised and any such Shares are issued to the Participant (subject to Section 4.3). The Company
will issue such Shares promptly after the exercise of such Option or SAR (to the extent the SAR is settled in Shares) is completed.


 


ARTICLE
6


RESTRICTED
stock and restricted stock unit awards


 


6.1       Grant
of Restricted Stock and RSU Awards. The Committee may grant Restricted Stock Awards and/or Restricted Stock Unit Awards (RSUs)
to any Participant. Under a Restricted Stock Award, the Company issues Shares to the Participant when the Award is made subject
to specified conditions and restrictions; and under an RSU Award, the Participant receives the right to receive Shares in the future
upon satisfaction of specified terms and conditions. The vesting, forfeiture and other terms and conditions applicable to the Shares
covered by a Restricted Stock Award or the RSUs and Shares covered by a Restricted Stock Unit Award (including, but not limited
to, conditions and restrictions tied to the achievement of specified performance objectives and/or the completion of one or more
specified periods of future service) will be determined by the Committee and will be set forth in the applicable Award Agreement,
provided that each such Award will have a vesting period of at least one year from date of grant.


 


6.2       Restricted
Shares. Shares issued pursuant to a Restricted Stock Award may be evidenced by book entries on the Company’s stock transfer
records pending satisfaction of the applicable vesting conditions. If a stock certificate for restricted Shares is issued, the
certificate will bear an appropriate legend to reflect the nature of the conditions and restrictions applicable to the Shares.
The Company may retain physical possession of any such stock certificate and may require a Participant to deliver a stock power
to the Company, endorsed in blank, in order to facilitate the transfer back to the Company of restricted Shares that are forfeited.
Notwithstanding the foregoing, if a Participant forfeits Shares covered by a Restricted Stock Award, the Shares that are forfeited
shall automatically be cancelled on the books and records of the Company whether or not the Participant returns a certificate for
such Shares or otherwise fails or refuses to execute documents or take other action requested by the Company in connection with
the cancellation of the forfeited Shares. Except to the extent otherwise provided under the Plan or the Award Agreement, a Participant
who holds unvested Shares pursuant to an outstanding Restricted Stock Award shall have all of the rights of a stockholder with
respect to said Shares, including the right to vote the Shares and the right to receive dividends thereon (subject to the payment
and vesting conditions described in Section 6.4 below).


 


6.3       Shares
Covered by RSU Awards. No Shares will be issued pursuant to an RSU Award unless and until the applicable vesting and other
conditions have been satisfied. The holder of an RSU Award shall have no rights as a stockholder with respect to Shares covered
by the RSUs unless and until the RSUs becomes vested and the Shares covered by the vested RSUs are issued to the Participant. Subject
to Section 6.4, the Committee may provide that a Participant who holds RSUs will be entitled to receive dividend equivalent credits
based upon the dividends that would have been payable with respect to the Shares covered by the RSUs if such Shares were outstanding.


 




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6.4       Dividends
on Restricted Stock and RSU Shares. If a dividend is declared with respect to outstanding Shares, then, unless the Committee
determines otherwise, a corresponding dividend will be credited to a Participant with respect to Shares covered by an outstanding
Restricted Stock or RSU Award as if such Shares were outstanding and free of vesting and other conditions and restrictions. Dividend
credits (if any) will be made in the form of cash or in the form of additional Shares of Restricted Stock or RSUs (based upon the
then Fair Market Value per Share) or any combination thereof, all as determined by the Committee. Dividends credited with respect
to Restricted Stock and RSU Awards shall be subject to the same vesting and forfeiture conditions and the same payment terms that
are applicable to the Shares of Restricted Stock or RSU Shares to which such dividend credits apply and/or, if applicable, such
different terms and conditions that may be required in order to comply with Section 409A.


 


6.5       Non-Transferability.
No Restricted Stock Award and no Shares covered by a Restricted Stock Award, may be sold, assigned, transferred, disposed of, pledged
or otherwise hypothecated other than to the Company or its designee in accordance with the terms of the Award or the Plan, and
any attempt to do so shall be null and void.


 


6.6       Termination
of Service Before Vesting; Forfeiture. Unless otherwise specified in the Award Agreement or otherwise subsequently determined
by the Committee, unvested Shares held pursuant to a Restricted Stock Award and unvested RSUs held under an RSU Award shall be
forfeited and canceled upon the termination of a Participant’s employment or other service with the Company and its Subsidiaries.


 


6.7       Timing
Requirement for Settlement of RSUs. Unless otherwise specified in the applicable Award Agreement, RSUs shall be settled in
the form of Shares or cash (as determined by the Committee) as soon as practicable after the RSUs become vested but in no event
later than the 15th day of the third month following the calendar year in which the vesting of such RSUs occurs. Notwithstanding
the foregoing, the terms of an RSU Award may expressly provide that settlement of vested RSUs covered by the Award will be deferred
until a later date or the occurrence of a subsequent event, provided that any such deferral provision complies with the election,
distribution timing and other requirements of Section 409A.


 


6.8       Receipt
of Shares. A Participant who holds Shares that become vested under a Restricted Stock Award or who holds RSUs that become vested
(to the extent the vested RSUs are settled in Shares) will be entitled to receive such Shares, subject to the payment or satisfaction
of applicable withholding taxes. Applicable withholding taxes shall be payable in cash or by any other method that may be permitted
or required by the Committee in accordance with Section 11.1.


 


ARTICLE
7


OTHER
forms of AWARD


 


7.1       Other
Share-Based Awards. Subject to applicable law, the Committee, acting in its discretion, may grant such other forms of Award
denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to, Shares, including,
without limitation, performance share awards, performance unit awards, stock bonus Awards, dividend equivalent Awards (either alone
or in conjunction with other Awards), purchase rights for


 




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Shares, and Share-based
Awards designed to comply with or take advantage of applicable laws outside of the United States. Each such Share-based Award will
be made upon such vesting, forfeiture, performance and other terms and conditions as the Committee, acting in its discretion, may
determine; provided that the vesting or earn out period under any such Award may not be less than one year, and provided further
that dividend equivalent awards made in conjunction with other Share-based Awards shall be subject to the same vesting and forfeiture
conditions and the same payment terms of the corresponding Share-Based Awards and/or, if applicable, such different terms and conditions
that may be required in order to comply with Section 409A. If and when a Share-based Award granted under this Section becomes payable,
payment may be made in the form of cash, whole Shares or a combination of cash and whole Shares (as determined by the Committee),
with a payment in Shares being based upon their Fair Market Value on the applicable vesting or payment date(s).


 


7.2       Cash
Incentive Awards. The Committee may make annual and/or long-term Cash Incentive Awards pursuant to which a Participant may
earn the right to receive a cash payment that is conditioned upon the achievement of a specified performance goal or goals established
by the Committee and communicated to the Participant as soon as practicable after the beginning of the applicable performance period
and the satisfaction of such other terms and conditions as the Committee may prescribe. A Cash Incentive Award will be payable
in the form of a single sum cash payment on or as soon as practicable after the date the Award becomes earned and vested, but in
no event later than the 15th day of the third month of the following calendar year. Notwithstanding the foregoing, the
Committee may require or permit the deferred payment and/or installment payout of all or part of any such Cash Incentive Award
if (and only if) the Award is exempt from Section 409A or, if not so exempt, the deferred payout complies with the applicable terms
and conditions of Section 409A.


 


7.3       Termination
of Service Before Vesting; Forfeiture. Unless otherwise specified in the Award Agreement or otherwise subsequently determined
by the Committee, unearned and/or unvested Share-based Awards and Cash Incentive Awards granted under this Article shall be forfeited
and canceled upon the termination of a Participant’s employment or other service with the Company and its Subsidiaries.


 


7.4       Dividend
Equivalents under Performance-Based Awards. Dividends or dividend equivalents, if any, paid or credited with respect to performance-based
Awards will be subject to the same performance conditions as apply to the underlying Awards.


 


ARTICLE
8


PERFORMANCE-based
EXEMPTION awards


 


8.1       Performance-Based
Exemption—General. If the Committee intends that an Award should qualify for the Performance-Based Exemption (other than
Options and SARs which otherwise qualify as “performance-based compensation” for purposes of Section 162(m) of the
Code), then, except as otherwise permitted by Section 162(m) of the Code, the grant, exercise, vesting, amount and/or settlement
of such Award shall be contingent upon achievement of one or more pre-established, objective performance goals, which shall be
prescribed in writing by the Committee not later than 90 days after the commencement of the applicable performance period and in
any event before completion of 25% of such performance period in accordance with the


 




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requirements of Section
162(m). Such performance goals shall be based on any one or more of the Performance Factors listed in Section 8.2 and may be expressed
in absolute terms, relative to performance in prior periods and/or relative to performance of other companies or an index of other
companies or on such other basis as the Committee, acting in a manner consistent with Section 162(m) of the Code, may determine.
All determinations as to the establishment of performance goals, the amount of cash and/or the number of Shares that may be earned,
the target level (and, if applicable, minimum and maximum levels) of actual achievement required as a condition of earning the
Award, and the earned value of any Award intended to qualify for the Performance-Based Exemption shall be made by the Committee
and shall be recorded in writing.


 


8.2       Performance
Factors. Any one or more of the following Performance Factors may be used by the Committee in establishing performance goals
for Awards intended to qualify for the Performance-Based Exemption, in each case taking into account such adjustments and other
objective factors as the Committee may specify at the time the goal is established: (a) revenues on a corporate or product by product
basis, gross profit or gross profit growth; (b) earnings from operations, earnings before or after taxes, earnings before or after
interest, depreciation, amortization, incentives, service fees and/or extraordinary or special items; (c) net income or net income
per share (basic or diluted); (d) return measures, including return on assets, return on investment, return on capital, total capital
or tangible capital, return on sales or return on equity; (e) cash flow, free cash flow, cash flow return on investment, or net
cash provided by operations; (f) economic value created or added; (g) operating margin or profit margin; (h) expense or cost targets;
(i) objective measures of customer satisfaction; (j) working capital targets; (k) inventory control; (l) debt targets; (m) implementation,
completion or attainment of measurable objectives with respect to store openings or closings, acquisitions and divestitures, and
recruiting and maintaining personnel; and/or (n) share price (including, without limitation, growth measures, market capitalization
and/or total stockholder return).


 


8.3       Performance
Goals. In establishing performance goals with respect to an Award intended to qualify for the Performance Exemption, the applicable
Performance Factors may be determined by reference to the Company's performance and/or the performance of any one or more Subsidiaries,
divisions, business segments or business units of the Company and its Subsidiaries, and may be based upon comparisons of any of
the indicators of performance relative to other companies (or subsidiaries, divisions, business segments or business units of other
companies) or relevant indices. Subject to compliance with the Treasury regulations under Section 162(m) of the Code, the Committee
may prescribe that performance goals under any such Award will be adjusted as necessary or appropriate in order to account for
changes in law or accounting rules, principles or standards or to reflect the impact of extraordinary or unusual items, events
or circumstances which, if not taken into account, would result in windfalls or hardships that are not consistent with the intent
and purposes of the Award, including without limitation (a) restructurings, discontinued operations, extraordinary items, and other
unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable
control of the Company’s management, (c) acquisitions and divestitures, or (d) changes in generally accepted accounting principles.


 


8.4       Discretion.
The Committee shall have the authority, in its discretion, to reduce the formula amount or number of Shares otherwise payable pursuant
to an Award that is intended to qualify for the Performance-Based Exemption, but may not increase the amount or


 




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number of Shares that
would otherwise be payable under any such Award; provided that, in the case of an Award intended to constitute a “share-based
payment arrangement” under FASB ASC Topic 718, the Committee may exercise its discretion under this Section only if such
discretion is expressly reserved as part of the original terms of the Award.


 


8.5       Certification.
No amount shall be paid and no Shares shall be distributed or released pursuant to an Award intended to qualify for the Performance-Based
Exemption unless and until the Committee certifies in writing the extent of achievement of the applicable performance goal(s) and
the corresponding amount that is earned by the Participant under such Award.


 


ARTICLE
9


cHANGE
IN CONTROL


 


9.1       Assumption
or Substitution of Outstanding Awards. If a “Change in Control” (as defined below) occurs, the parties to the Change
in Control may agree that outstanding Awards shall be assumed by, or converted into a substitute award for or with respect to shares
of common stock of, the successor or acquiring company (or a parent company thereof) on an economically equivalent basis. If the
Change in Control does not involve an agreement with a third party, and if the Shares covered by an outstanding Award are still
traded on a national securities exchange, then the Committee may unilaterally require that the Award be continued, assumed, converted
or substituted in accordance with this Section. The vesting and other terms of any such assumed or substitute award shall be substantially
the same as the vesting and other terms and conditions of the original Award, provided that (a) if the assumed or substituted Award
is an Option or SAR, the number of shares and Exercise Price shall be adjusted in accordance with the principles set forth in Sections
1.424-1(a)(5) and 1.409A-1(b)(5)(v)(D) of the Treasury regulations, and (b) if the assumed or substituted Award is not an Option
or SAR, the number of shares covered by the assumed or substitute Award will be based upon the Change in Control transaction value
of the Company’s outstanding Shares. If the original Award is subject to the satisfaction of performance conditions, then
such performance conditions shall be deemed to have been satisfied immediately prior to the Change in Control at the greater of
(x) the target performance level, or (y) the performance level that would have been attained if the rate or level of performance
from the beginning of the performance period through the date of the Change in Control had continued at the same rate through the
end of the performance period. If reasonably feasible, the assumed or substituted Award will also provide the participant with
an opportunity to earn any remaining portion of the Award (over and above the portion deemed to have been earned under the preceding
sentence) based upon the achievement of a performance goal for the entire performance period that is similar in nature to the corresponding
performance goal under the original terms of the Award. If, within two years following a Change in Control, a Participant’s
employment or other service terminates due to the Participant’s death or is terminated by the Company or a successor or acquiring
company (or any of its or their affiliates) without “Cause” or by the Participant for “Good Reason” (as
such terms are defined below), any then outstanding assumed or substitute Awards held by such terminated Participant shall immediately
be fully vested, and any outstanding assumed or substitute Options and SARs will remain outstanding for 180 days after such termination
of employment (or, if earlier, until the expiration of their original stated terms).


 




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9.2       Awards
Not Assumed or Substituted. If a Change in Control occurs and an outstanding Award is not assumed, converted, substituted or
continued pursuant to Section 9.1, then such Award will be deemed fully vested and any performance conditions applicable to such
Award will be deemed to have been satisfied immediately prior to the Change in Control at the maximum performance level specified
in the Award for purposes of determining the extent to which the Award is earned. Each such Award shall be cancelled immediately
prior to the effective time of the Change in Control in exchange for an amount equal to the per Share consideration received by
the holders of outstanding Shares in the Change in Control transaction, reduced in the case of an Option or SAR by the Exercise
Price for such Shares. No consideration will be payable in respect of the cancellation of an Option or SAR with an Exercise Price
per Share that is equal to or greater than the value of the Change in Control transaction consideration per Share. The amount payable
with respect to the cancellation of an outstanding Award pursuant to this section will be paid in cash, unless the parties to the
Change in Control agree that some or all of such amount will be payable in the form of freely tradable shares of common stock of
the successor or acquiring company (or a parent company thereof). Subject to Section 11.2, the payments contemplated by this Section
9.2 shall be made upon at or as soon as practicable following the effective time of the Change in Control. Notwithstanding the
foregoing, the Committee, acting in its discretion, may prescribe different treatment of an Award in the circumstances governed
by this Section, provided that the terms of such different treatment, together with a specific reference to this Section, are set
forth in the applicable Award Agreement.


 


9.3       Certain
Defined Terms.


 


(a)       “Cause”
means, with respect to any Participant and unless otherwise specified in the Participant’s Award Agreement, (i) if there
is an employment or other services agreement in effect between the Participant and the Company or a Subsidiary that defines the
term “cause” (or a term of like import), the Participant’s engaging in conduct that constitutes “cause”
(or a term of like import) within the meaning of that agreement, or (ii) if there is no such employment or other services agreement
in effect, “Cause” shall mean (1) a Participant’s repeated failure or refusal to perform the duties of the Participant’s
employment, consistent with past practice and his or her position and title where such conduct shall not have ceased or been remedied
within ten days following written warning from the Company specifying such conduct; (2) the Participant’s conviction of,
or entering a plea of guilty or no contest to, a felony; (3) the Participant’s performance of any act or the Participant’s
failure to act, for which, if the Participant were prosecuted and convicted, a crime or offense involving money or property of
the Company would have occurred; (4) the Participant’s performance of any act or the Participant’s failure to act which
constitutes fraud or a breach of a fiduciary trust, including, without limitation, misappropriation of funds or a material misrepresentation
of the Company’s operating results or financial condition; (5) any attempt by the Participant to secure any personal profit
(other than pursuant to the terms of the Participant’s employment or through the Participant’s ownership of equity
in the Company) in connection with the business of the Company (for example, without limitation, using Company assets to pursue
other interests, diverting to the Participant or to a third party any business opportunity belonging to the Company, insider trading
or taking bribes or kickbacks); (6) the Participant’s engagement in conduct or activities


 




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materially
damaging to the property, business or reputation of the Company other than as a result of good faith performance of his duties;
(7) the Participant’s illegal use of controlled substances; (8) any act or omission by the Participant involving malfeasance
or gross negligence in the performance of the duties of the Participant’s employment to the material detriment of the Company;
or (9) the entry of any order of a court that remains in effect and is not discharged for a period of at least sixty days, which
enjoins or otherwise limits or restricts the performance by the Participant of the duties of the Participant’s employment,
relating to any contract, agreement or commitment made by or applicable to the Participant in favor of any former employer or any
other person.


 


(b)       A
“Change in Control” shall be deemed to have occurred upon the happening of any of the following events:


 


(i)       any
“person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a subsidiary
of the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock
of the Company), is or becomes, including pursuant to a tender or exchange offer for shares of Common Stock pursuant to which purchases
are made, the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, provided,
however, that the provisions of this paragraph (a) shall not be applicable to any acquisition directly from the Company; or


 


(ii)      individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”), shall cease for any reason to constitute
at least a majority thereof; provided, however, that any individual becoming a director subsequent to the date hereof whose appointment
or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who were either directors on the date hereof, or whose appointment,
election or nomination for election was previously so approved or recommended, shall be considered a member of the Incumbent Board,
but excluding for this purpose any new director whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the Company; or


 


(iii)     there
is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof) more than 50% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or


 




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(iv)     there
is consummated a plan of complete liquidation or dissolution of the Company or there is consummated the sale or disposition by
the Company of all or substantially all of the Company’s assets, in one transaction or a series of related transactions,
other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than
50% of the combined voting power of the voting securities of which is owned by stockholders of the Company in substantially the
same proportion as their ownership of the Company immediately prior to such sale.


 


(c)       “Good
Reason” shall have the meaning ascribed to that term (or a term of like import) in a Participant’s employment
agreement or, if such term (or a term of like import) is not defined in the Participant’s employment agreement or there is
no such agreement, then “Good Reason” shall mean any of the following events: (i) a material diminution of the Participant’s
duties and responsibilities that result in a material adverse effect on the Participant’s status and authority, (ii) a change
in the principal location of the Participant’s employment to a location more than fifty (50) miles outside of New York City
or the Participant’s then current other business location, except for travel reasonably required as part of such employment,
(iii) failure to timely pay the Participant any salary or bonus when due, or (iv) any reduction in (1) the Participant’s
annual rate of salary from the highest annual rate of salary in effect during the one-year period prior to the date of the Change
of Control, or (2) the amount of annual bonus paid to the Participant after the date of the Change in Control in light of the results
of operations of the Company for that year compared to the bonus paid for the most recent fiscal year prior to the date of the
Change of Control in light of the results of operations of the Company for that year. Notwithstanding the foregoing, in order to
terminate for “Good Reason,” a Participant must specify in writing to the Company (or the successor or acquiring company
or a parent thereof) the nature of the act or omission that the Participant deems to constitute Good Reason and provide the Company
(or the successor or acquiring company or a parent thereof) 30 days after receipt of such notice to review and, if required, correct
the situation (and thus prevent the Participant’s termination for Good Reason). Notice of termination for Good Reason must
be provided, if at all, within 90 days after the occurrence of the event or condition giving rise to such termination.


 


9.4       No
Fractional Shares. In the event of an adjustment in the number of shares covered by any Award pursuant to the provisions hereof,
any fractional shares resulting from such adjustment shall be disregarded, and each converted Award shall cover only the number
of full shares resulting from the adjustment.


 


ARTICLE
10


AMENDMENT
and TERMINATION


 


10.1     Amendment
and Termination of the Plan. The Board, acting in its sole discretion, may amend the Plan at any time and from time to time
and may terminate the Plan at any time. Plan amendments will be subject to approval by the Company’s stockholders if and
to the extent such approval is required in order to satisfy applicable law and/or stock exchange listing rules. Unless sooner terminated,
the Plan will terminate on the tenth anniversary of the date it is approved by the Company’s stockholders (and the Plan will
not become effective unless and until such approval is obtained).


 




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10.2     Outstanding
Awards. Except as specifically required or permitted by the Plan or an Award Agreement, no amendment of an Award Agreement,
and no termination, amendment or modification of the Plan shall cause any then outstanding Award to be forfeited or altered in
a way that adversely affects a Participant’s rights, unless the Participant consents thereto. The rights of any person
with respect to an Award that is outstanding at the time of the termination of the Plan shall not be affected solely by reason
of such termination and shall continue in accordance with the terms of the Award and of the Plan, as each is then in effect or
is thereafter amended.


 


ARTICLE
11


tax
withholding; Section 409a


 


11.1     Tax
Withholding. Each Award and the exercise, vesting and settlement of each Award shall be subject to a Participant’s
payment or other satisfaction of any applicable withholding taxes. The Committee, in its sole discretion and pursuant to applicable
law and such procedures as it may specify from time to time, may require or permit the Participant to satisfy the tax withholding
obligation(s) relating to an Award (in whole or in part) by or through (a) the payment of cash by the Participant, (b) the Company’s
withholding cash or Shares that would otherwise be paid, issued or released pursuant to the Award, (c) the transfer to the Company
of other Shares owned by the Participant, (d) a broker-assisted cashless exercise arrangement that complies with applicable law,
and/or (e) by such other means as the Committee may determine. The amount of a Participant’s withholding tax obligation that
is satisfied in Shares (whether previously-owned or withheld from the Shares that would otherwise be issued or released) shall
be based upon the Fair Market Value of the Shares on the date such Shares are delivered or withheld. In no event may Shares be
used to satisfy more than the minimum amount of a Participant’s tax withholding obligation.


 


11.2     Section
409A Compliance. It is intended that Awards made under the Plan, including any deferred payment or settlement terms and conditions,
shall be exempt from or comply with Section 409A. Without limiting the generality of the preceding sentence and notwithstanding
anything to the contrary contained herein, the following provisions shall apply with respect to an Award if and to the extent that
such Award provides for the payment of “nonqualified deferred compensation” (within the meaning of Section 409A).


 


(a)       If
a Participant becomes entitled to payments (cash or Shares) under the Award on account of the “termination of the Participant’s
employment or other service” or words of like import, then such termination of employment or service will not be deemed to
have occurred unless and until the Participant incurs a “separation from service” within the meaning of Section 409A.


 


(b)       If
the Participant is a “specified employee” within the meaning of Section 409A at the time of his or her separation from
service, then any such payment covered by Section 409A shall be delayed until the first business day following the earlier of (i)
the date which is six months after the date of such separation from service, or (ii) the date of the Participant’s death.
On the delayed payment date, the Participant (or the Participant’s beneficiary) will be entitled to receive a lump sum payment
or distribution of the


 




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payments that
otherwise would have been made during the period that such payments are delayed.


 


(c)       If
a payment covered by Section 409A would be accelerated on account of the occurrence of a “Change in Control,” then
such payment shall not be made unless such Change in Control also constitutes a “change in ownership,” “change
in effective control” or “change in ownership of a substantial portion of the Company’s assets” within
the meaning of Section 409A. Any payment that would have been made except for the application of the preceding sentence shall be
made in accordance with the payment or settlement schedule that would have applied under the Award in the absence of a Change in
Control or, if earlier, on the date of the termination of the Participant’s employment or service (without regard to any
further service or performance conditions that otherwise would have applied).


 


(d)       Notwithstanding
the foregoing, each Participant shall be solely responsible, and the Company shall have no liability to the Participant or otherwise,
for or with respect to any taxes, acceleration of taxes, interest or penalties arising under Section 409A.


 


ARTICLE
12


miscellaneous


 


12.1     Non-Transferability.
Except as otherwise specifically permitted by the Plan or the applicable Award Agreement, no Award shall be assignable or transferable
except upon the Participant’s death to his or her “beneficiary” (as defined below), and, during a Participant’s
lifetime, an Option or SAR may be exercised only by the Participant or the Participant’s guardian or legal representative.
Notwithstanding the foregoing, subject to the consent of the Committee (which it may grant, condition or deny in its sole discretion
for any or no reason), a Participant may make an inter vivos transfer of an Option (other than an ISO), SAR or RSU to any “family
member” (within the meaning of Item A(1)(a)(5) of the General Instructions to SEC Form S-8 or a successor), including, without
limitation, to one or more trusts, partnerships, limited liability companies and other entities which qualify as family members,
provided that such transfer is not a transfer for value or is a transfer for value that the Committee determines is for estate
planning purposes, and provided further that such transfer is permitted by applicable law and does not give rise to tax under Section
409A. For the purposes hereof, a Participant’s “beneficiary” is any person or entity (including, without limitation,
a trust or estate) designated in writing by a Participant to succeed to the Participant’s Award(s) upon the Participant’s
death, subject to the provisions hereof and of the applicable Award Agreement(s). A Participant may designate a beneficiary by
delivering a written beneficiary designation to the Committee (or its designee) in such form and in such manner as the Committee
(or its designee) may prescribe. Each beneficiary designation duly filed with the Committee (or its designee) will have the effect
of superseding and revoking any prior beneficiary designation. If a Participant does not designate a beneficiary, or if no designated
beneficiary survives the Participant, then the Participant’s estate will be deemed to be his or her beneficiary. The term
“Participant,” as used herein, shall be deemed to include the Participant’s beneficiary if and to the extent
the context requires.


 




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12.2     Successors.
All obligations of the Company with respect to Awards granted under the Plan shall be binding on any successor to the Company of
all or substantially all of the business and/or assets of the Company, whether the existence of such successor is the result of
a direct or indirect purchase, merger, consolidation or otherwise, and the term “Company” as used herein shall be construed
accordingly.


 


12.3     Legal
Construction. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.


 


12.4     Compliance
with Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


12.5     Transfer
Orders; Placement of Legends. All certificates for shares of Common Stock delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements
of the Securities and Exchange Commission, any stock exchange or market upon which the Common Stock may then be listed, and any
applicable federal or state securities law. The Company may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions.


 


12.6     Nonexclusivity
of the Plan. No provision of the Plan, and neither its adoption Plan by the Board or submission to the stockholders for approval,
shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements,
apart from the Plan, as it may deem desirable.


 


12.7     Sub-Plans.
The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax or other laws
of any foreign jurisdictions that may apply to Participants who receive Awards. Any such sub-plan shall contain such limitations
and other terms and conditions as the Committee determines are necessary or desirable for such purposes and shall be in such form
(including, without limitation, as an appendix to the Plan) as the Committee deems appropriate. Each sub-plan shall be deemed a
part of the Plan, but shall apply only to the Participants who are subject to the laws of the jurisdiction to which the sub-plan
relates.


 


12.8     Uniformity
Not Required. The provisions of the Award Agreements need not be uniform among all Awards, among all Awards of the same type,
among all Awards granted to the same Participant, or among all Awards granted at the same time.


 


12.9     Claw
Back Conditions. Notwithstanding anything to the contrary contained herein or in an Award Agreement, Awards and benefits otherwise
provided by Awards made under the Plan shall be subject to the Company’s incentive compensation claw back policies as in
effect from time to time, and, as applicable, the claw back requirements of the Dodd-Frank Act Section 954.


 


12.10   Limitation
of Rights. The Plan shall not interfere with or limit in any way the right of the Company or of any Subsidiary to terminate
any person’s employment or other


 




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service at any time,
and the Plan shall not confer upon any person the right to continue in the employ or other service of the Company or any Subsidiary.
No employee, director or other person shall have any right to be selected to receive an Award or, having been so selected, to be
selected to receive a future Award.


 


12.11   Decisions
and Determinations Final. All decisions and determinations made by the Board pursuant to the provisions hereof and, except
to the extent rights or powers under the Plan are reserved specifically to the discretion of the Board, all decisions and determinations
made by the Committee in connection with the exercise of its authority and responsibilities under the Plan (including, without
limitation, decisions and determinations relating to the construction, interpretation and administration of the Plan or any Award),
shall be final, binding and conclusive on all persons.


 


12.12   Governing
Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware
(without regard to the legislative or judicial conflict of laws rules of any state).


 




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