Exhibit 10.1


 


AMENDED AND RESTATED


RANPAK HOLDINGS CORP.





2019 OMNIBUS INCENTIVE PLAN





(adopted on February 20, 2019,


as
amended on May 26, 2021)


 


The Plan was initially adopted on February
20, 2019 (the “Effective Date”) and has been amended and restated as of May 26, 2021 (the “Amendment Date”).


 


Section 1. Purpose. The purpose
of the Amended and Restated Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”)
is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success
of Ranpak Holdings Corp. (the “Company”), thereby furthering the best interests of the Company and its shareholders.


 


Section 2. Definitions. As used
in the Plan, the following terms shall have the meanings set forth below:


 


(a) 
“Affiliate” means any entity that, directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the Company. 


 


(b) 
“Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other
Cash-Based Award or Other Stock-Based Award granted under the Plan. 


 


(c) 
“Award Agreement” means any agreement, contract or other instrument or document
(including in electronic form) evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a
Participant. 


 


(d) 
“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the
Exchange Act. 


 


(e) 
“Beneficiary” means a Person entitled to receive payments or other benefits or
exercise rights that are available under the Plan in the event of the Participant’s death. If no such Person can be named or is
named by the Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise
rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s
estate. 


 


(f)
“Board” means the Board of Directors of the Company.


 


(g) 
“Cause” has the meaning set forth in the Participant’s employment or service agreement with the Company or its
Subsidiary, if any, or if not so defined, and unless otherwise provided in an Award Agreement, means the Participant’s: (i) willful
and continued refusal to perform his or her duties and responsibilities to the Company; (ii)  engaging in gross negligence or willful
misconduct in connection with the Company or its Subsidiaries; (iii) breach of any restrictive covenant with the Company or any Subsidiary,
or material violation of any policy of the Company or any Subsidiary (including policies relating to sexual harassment); (iv) engaging
in misconduct or actions 


 




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that could reasonably be expected to have an adverse effect
upon the business, interests or reputation of the Company or any Subsidiary; (v) commission of fraud, embezzlement, theft, or other material
dishonesty with respect to the Company or any Subsidiary; or (vi) conviction of, or plea of nolo contendere to (x) any felony or (y) any
other crime involving dishonesty or moral turpitude; provided, however, that for purposes of clauses (i), (iii) and (iv), Cause shall
not exist unless the Company has given the Participant notice of the circumstances giving rise to Cause and the Participant has not cured
such circumstances (if curable) within ten days after receipt of such notice.


 


(h) “Change in Control”
means the occurrence of any one or more of the following events:


 


(i) 
any Person, other than any Non-Change in Control Person, is (or becomes, during any 12-month period)
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company
or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided that
the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically
excepted from the definition of Change in Control under subsection (ii) below; 


 


(ii) 
the consummation of a merger or consolidation of the Company with any other corporation or other
entity, or the issuance of voting securities in connection with a merger or consolidation of the Company pursuant to applicable stock
exchange requirements; provided that immediately following such merger or consolidation the voting securities of the Company outstanding
immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of the Company’s
stock (or, if the Company is not the surviving entity of such merger or consolidation, 50% or more of the total voting power of the stock
of such surviving entity or parent entity thereof); and provided, further, that a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from
the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing
50% or more of either the then-outstanding Shares or the combined voting power of the Company’s then-outstanding voting securities
shall not be considered a Change in Control; or 


 


(iii) 
the sale or disposition by the Company of all or substantially all of the Company’s assets
in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person)
assets from the Company that have a total gross fair market value equal to 


 




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more than 50% of the total gross fair market value of
all of the assets of the Company immediately prior to such acquisition or acquisitions.


 


Notwithstanding the foregoing, (A) no Change in Control shall
be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the
record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions,
(B) no event or circumstances described in any of clauses (i) through (iii) above shall constitute a Change in Control unless such event
or circumstances also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion
of the Company’s assets, as defined in Section 409A of the Code and (C) no Change in Control shall be deemed to have occurred upon
the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event
will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section
13(d)(3) of the Exchange Act that effects a Change in Control. Terms used in the definition of a Change in Control shall be as defined
or interpreted in a manner consistent with Section 409A of the Code.


 


(i) 
“Code” means the Internal Revenue Code of 1986, as amended from time to time,
and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.



 


(j) 
“Committee” means the compensation committee of the Board unless another committee
is designated by the Board. If there is no compensation committee of the Board and the Board does not designate another committee, references
herein to the “Committee” shall refer to the Board. 


 


(k) 
“Consultant” means any individual, including an advisor, who is providing services
to the Company or any Subsidiary or who has accepted an offer of service or consultancy from the Company or any Subsidiary. 


 


(l)
“Director” means any member of the Board.


 


(m) 
“Employee” means any individual, including any officer, employed by the Company
or any Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with
the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any
requirements of the Code or applicable laws. 


 


(n) 
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor
provision thereto. 


 


(o) 
“Fair Market Value” means, unless otherwise determined by the Committee, (i) with
respect to Shares, the closing price of a Share on the date on which Awards are granted, on the principal stock market or exchange on
which the Shares are 


 




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quoted or traded, or if Shares are not
so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than
Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the
Committee.


 


(p) “Incentive Stock Option”
means an option representing the right to purchase Shares from the Company, granted pursuant to the provisions of Section 6, that
meets the requirements of Section 422 of the Code.


 


(q) 
“Non-Change in Control Person” means (i) any employee plan established by the Company or any Subsidiary, (ii) the
Company or any of its Affiliates, (iii)  an underwriter temporarily holding securities pursuant to an offering of such securities,
(iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership
of the Company; or (v) One Madison Group LLC, a Delaware limited liability company, or any successor thereto. 


 


(r) “Non-Qualified
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6,
that is not an Incentive Stock Option.


 


(s) “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option.


 


(t) 
“Other Cash-Based Award” means an Award granted pursuant to Section 11,
including cash awarded as a bonus or upon the attainment of specified service or performance criteria or otherwise as permitted under
the Plan. 


 


(u) “Other
Stock-Based Award” means an Award granted pursuant to Section 11 that may be denominated or payable in, valued in whole
or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including
convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend
rights or dividend equivalent rights or Awards with value and payment contingent upon service with performance of the Company, its Subsidiaries
or business units thereof or any other factors designated by the Committee.


 


(v)
“Participant” means the recipient of an Award granted under the Plan.


 


(w)
“Performance Award” means an Award granted pursuant to Section 10.


 


(x) 
“Performance Period” means the period established by the Committee with respect
to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured.



 




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(y) 
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. 


 


(z) 
“Restricted Stock” means any Share subject to certain restrictions and forfeiture
conditions, granted pursuant to Section 8. 


 


(aa) 
“RSU” means a contractual right granted pursuant to Section 9 that is denominated
in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination
thereof. Awards of RSUs may include the right to receive dividend equivalents. 


 


(bb) 
“SAR” means any right granted pursuant to Section 7 to receive upon exercise
by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the
date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant. 


 


(cc)
“SEC” means the Securities and Exchange Commission.


 


(dd) “Share”
means a share of the Company’s Class A common stock, $0.0001 par value.


 


(ee) 
“Subsidiary” means an entity of which the Company, directly or indirectly, holds
all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the
voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be
determined by the Committee. 


 


(ff) 
“Substitute Award” means an Award granted in assumption of, or in substitution
for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.



 


(gg) 
“Termination of Service” means, in the case of a Participant who is an Employee,
cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary, or, in the
case of a Participant who is a Consultant or non-employee Director, the date the performance of services for the Company or any Subsidiary
has ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the
Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines
otherwise, the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director
or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further,
that a Termination of Service shall be deemed to occur for a Participant employed by a Subsidiary when a Subsidiary ceases to be a Subsidiary
unless such Participant’s employment continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect
to any Award subject to Section 409A of the Code (and not exempt therefrom), a 


 




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Termination of Service occurs when a Participant experiences
a “separation of service” (as such term is defined under Section 409A of the Code).


 


Section 3. Eligibility.


 


(a) 
Any Employee, Director or Consultant shall be eligible to be selected to receive an Award under the
Plan, to the extent that an offer of an Award or a receipt of such Award is permitted by applicable law, stock market or exchange rules
and regulations or accounting or tax rules and regulations. 


 


(b) 
Holders of options and other types of awards granted by a company or other business that is acquired
by the Company or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted
under applicable regulations of any stock exchange on which the Company is listed. 


 


Section 4. Administration.


 


(a) 
Administration of the Plan. The Plan shall be administered by the Committee. All decisions
of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any
Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. 


 


(b) 
Delegation of Authority. To the extent permitted by applicable law, including under Section
157(c) of the Delaware General Corporation Law, the Committee may delegate to one or more officers of the Company some or all of its authority
under the Plan, including the authority to grant Options and SARs or other Awards in the form of Share rights (except that such delegation
shall not be applicable to any Award for a Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one
or more committees of the Board (which may consist of solely one Director) some or all of its authority under the Plan, including the
authority to grant all types of Awards, in accordance with applicable law. 


 


(c) 
Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion
and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights
or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe
the form of each Award Agreement which need not be identical for each Participant; (v) determine whether, to what extent and under what
circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof,
or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended;
(vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable
with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;
(vii) determine whether, to what extent, and/or under


 




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what circumstances the vesting of an Award will be accelerated;
(viii) amend terms or conditions of any outstanding Awards; (ix) correct any defect, supply any omission and reconcile any inconsistency
in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (x) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xi) establish, amend, suspend or waive such rules
and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as
it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules
and regulations or accounting or tax rules and regulations; and (xii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange
rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board
may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall
have all of the authority and responsibility granted to the Committee herein.


 


Section 5. Shares Available for Awards.


 


(a) 
Subject to adjustment as provided in Section 5(e) and except for Substitute Awards, the maximum number
of Shares available for issuance under the Plan from the Effective Date shall not exceed in the aggregate 13,118,055 Shares, which represents
(i) 4,118,055 Shares that were authorized pursuant to the Plan originally adopted on the Effective Date plus (ii) 9,000,000 additional
Shares being added to the Plan as of the Amendment Date. 


 


(b) 
If any Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash,
in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall
again be available for issuance under the Plan. In addition, any Shares withheld in respect of taxes paid or payable with respect to any
Award other than an Option or SAR shall again be available for issuance under the Plan. The following will not again become available
for issuance under the Plan: (i) any Shares withheld in respect of taxes paid or payable in respect of any Option or SAR; (ii) any Shares
tendered or withheld to pay the exercise price of Options; (iii) any Shares underlying a SAR that are not issued upon settlement of such
SAR; and (iv) any Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. 


 


(c) 
No Participant who is a non-employee Director may receive under the Plan, as compensation for services
as a Director in any calendar year Awards with a Fair Market Value as of the grant date, taken together with any cash fees paid to such
Director, of more than $500,000 (as determined in accordance with applicable accounting standards); provided that the foregoing
limits shall not apply to compensation received by a non-Employee Director for other services as a consultant or otherwise to the Company
or its Subsidiaries that is not intended to be compensation for service as a Director on the Board. 


 




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(d) 
Subject to adjustment as provided in Section 5(e), the maximum number of Shares available
for issuance with respect to Incentive Stock Options shall be 4,118,055. 


 


(e) 
In the event that the Committee determines that, as a result of any dividend or other distribution
(other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions
of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws,
regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and
other applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of: 


 


(i) 
the number and type of Shares (or other securities) which thereafter may be made the subject of Awards,
including the aggregate limits specified in Section 5(a) and Section 5(d);


 


(ii) 
the number and type of Shares (or other securities) subject to outstanding Awards; 


 


(iii) 
the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award; and 


 


(iv) the
terms and conditions of any outstanding Award (including, without limitation, any applicable performance
targets or criteria with respect thereto).


 


provided, however, that the number of Shares
subject to any Award denominated in Shares shall always be a whole number.


 


(f) Any Shares delivered pursuant to an
Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.


 


Section 6. Options. The Committee
is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The exercise price per Share under an Option
shall be determined by the Committee at the time of grant; provided, however, that, except in the case of Substitute Awards,
such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.


 




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(b) 
The term of each Option shall be fixed by the Committee but shall not exceed ten years from the date
of grant of such Option; provided, however, that if the expiration date of the Option (other than an Incentive Stock Option)
occurs when the trading of Shares is prohibited by law or by the Company’s insider trading policy, the term of such Option (other
than an Incentive Stock Option) shall be automatically extended to the 30th day
following the expiration of the applicable trading prohibition. The Committee shall determine the time or times at which an Option becomes
vested and exercisable in whole or in part. 


 


(c) 
The Committee shall determine the method or methods by which, and the form or forms, including cash,
Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, having a Fair Market
Value on the exercise date equal to the exercise price of the Shares as to which the Option shall be exercised, in which payment of the
exercise price with respect thereto may be made or deemed to have been made. 


 


(d) 
No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends,
dividend equivalents or other distributions to be 


 


paid on such Options (except as provided under Section 5(c) 5(e)).


 


(e) The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted
only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).


 


Section 7. Stock Appreciation Rights. The
Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) SARs may be granted under the Plan
to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”)
and may, but need not, relate to a specific Option granted under Section 6.


 


(b) 
The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided,
however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value
of a Share on the date of grant of such SAR. 


 


(c) The
term of each SAR shall be fixed by the Committee but shall not exceed 10  years from the date of grant of such SAR; provided,
however, that if the expiration date of the SAR occurs when the trading of Shares is prohibited by law or by the Company’s
insider trading policy, the term of such SAR shall be automatically extended to the 30th
day following the expiration of the applicable trading prohibition. The Committee shall determine the time
or times at which a SAR may be exercised or settled in whole or in part. 


 




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(d) 
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number
of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise
or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof,
as determined by the Committee. 


 


(e) 
No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends,
dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(e)). 


 


Section 8. Restricted Stock. The
Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional
terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a)
The Award Agreement shall specify the vesting schedule.


 


(b) 
Awards of Restricted Stock shall be subject to such restrictions as the Committee may impose, which
restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem
appropriate. 


 


(c) 
Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally
shall have the rights and privileges of a stockholder with respect to Awards of Restricted Stock, including the right to vote such Shares
of Restricted Stock and the right to receive dividends. 


 


(d) 
The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends
or other distributions paid on Awards of Restricted Stock prior to vesting be paid either in cash or in additional Shares and either on
a current or deferred basis and that such dividends or other distributions may be reinvested in additional Shares, which may be subject
to the same restrictions as the underlying Awards. 


 


(e) 
Any Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration. 


 


(f) 
The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned
upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant
makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required
to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office. 


 


Section 9. RSUs. The Committee
is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 




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(a) 
The Award Agreement shall specify the vesting schedule, performance criteria (if any) and the delivery
schedule (which may include deferred delivery later than the vesting date). 


 


(b) 
Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions
may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.



 


(c) 
An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect
to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued to the
Participant to settle the RSU. 


 


(d) 
The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividend
equivalents or other distributions paid on Awards of RSUs prior to vesting or settlement, as applicable, be paid either in cash or in
additional Shares and either on a current or deferred basis and that such dividend equivalents or other distributions may be reinvested
in additional Shares, which may be subject to the same restrictions as the underlying Awards. 


 


(e) 
Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner
as the Committee may deem appropriate, including book-entry registration. 


 


(f) 
The Committee may determine the form or forms (including cash, Shares, other Awards, other property
or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made. 


 


Section 10. Performance Awards.
The Committee is authorized to grant any Award under this Plan in the form of Performance Awards to Participants with the following terms
and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the
Committee shall determine:


 


(a) 
Performance Awards may be provided in the form of Options, SARs, Restricted Stock, RSUs, Other Cash-Based
Awards or Other Stock-Based Awards by providing that the Shares, units or other amounts will be earned based upon achievement or satisfaction
of performance conditions specified by the Committee. The Committee may use such business criteria and other measures of performance as
it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved
during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any
payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. 


 


(b) 
Performance Awards may include a pre-established formula, such that the payment, retention or vesting
of the Award is subject to the achievement during one or more Performance Periods, as determined by the Committee, of one or more performance
measures with respect to the Company, including but not limited to the following: 


 




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(i) 
revenue measures (including, but not limited to, total revenue, gross revenue, net revenue, recurring
or non-recurring revenues, revenue growth, product revenue growth and net sales); 


 


(ii) 
income measures (including, but not limited to, gross income, net income, pre- or after-tax income
(before or after allocation of corporate overhead and bonus), income from continuing operations, operating income (before or after taxes),
non-interest income, net income after cost of capital, net interest income, fee income and income measures excluding the impact of acquisitions
and dispositions); 


 


(iii) 
earnings measures (including, but not limited to, earnings before taxes, earnings before interest
and taxes, earnings before interest, taxes, depreciation and amortization, earnings growth, earnings per share, book value per share,
margins, operating margins, gross margins, contribution margins (excluding general and administrative costs), cash margins, profitability
of an identifiable segment, business unit or product, maintenance or improvement of profit or other margins and earnings measures excluding
the impact of acquisitions and dispositions); 


 


(iv) 
cash flow measures (including, but not limited to, cash flow (before or after dividends), operating
cash flow, free cash flow, discounted cash flow, cash flow return on investment and cash flow in excess of cost of capital); 


 


(v) 
return measures (including, but not limited to, return on equity, return on tangible common equity,
return on assets or net assets, return on risk-weighted assets, return on capital (including return on total capital or return on invested
capital) and appreciation in and/or maintenance of the price of shares); 


 


(vi) 
share price measures (including, but not limited to, total shareholder return, share price, appreciation
in and/or maintenance of share price and market capitalization); 


 


(vii) 
balance sheet/risk management measures (including, but not limited to, year-end cash, satisfactory
internal or external audits, financial ratings, shareholders’ equity, assets, tangible equity, charge-offs, net charge-offs, non-performing
assets and liquidity); 


 


(viii) 
efficiency or expense measures (including, but not limited to, expenses, expense management or reduction,
non-interest expense, operating/efficiency ratios improvement in or attainment of expense levels or working capital levels (including
cash and accounts receivable), reduction in income tax expense or income tax rate, corporate expenses as a percentage of revenue, research
and development as a percentage of revenue, sales efficiency, selling and marketing efficiency and service efficiency); 


 


(ix) 
strategic measures (including, but not limited to, market share, debt reduction, customer growth,
long-term client value growth, research and 


 




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development
achievements, regulatory compliance and achievements (including submitting or filing applications or other documents with regulatory
authorities or receiving approval of any such applications or other documents), strategic partnerships or transactions and co-development,
co-marketing, profit sharing, joint venture or other similar arrangements, implementation, completion or attainment of measurable objectives
with respect to research, development, commercialization, products or projects, production volume levels, acquisitions and divestitures,
accuracy, stability, quality or performance of ratings and recruiting and maintaining personnel); and


 


(x) other
measures (including, but not limited to, gross profits, economic profit, comparisons with various stock market indices, cost of capital
or assets under management, improvements in capital structure, days sales outstanding, sales performance, sales quota attainment, cross-sales,
recurring sales, one-time sales, net new sales, cancellations, retention rates, new benchmark mandates, new exchange traded fund launches,
financing and other capital raising transactions (including sales of the Company’s equity or debt securities); factoring transactions;
sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory
or globally; or through partnering transactions).


 


Performance criteria may be measured on an absolute (e.g.,
plan or budget) or relative basis, may be established on a corporate-wide basis or with respect to one or more business units, divisions,
subsidiaries or business segments, may be based on a ratio or separate calculation of any performance criteria and may be made relative
to an index, one or more of the performance goals themselves, a previous period’s results or to a designated comparison group. Relative
performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable
indices.


 


(c) 
If the Committee determines that a change in the business, operations, corporate structure or capital
structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance
objectives unsuitable, the Committee may modify the performance objectives or the related level of achievement, in whole or in part, as
the Committee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award and from Participant
to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to
impose such other restrictions on Awards subject to this Section 10(c) as it may deem necessary or appropriate to ensure that such
Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.



 


(d) 
A Performance Award shall not convey to the Participant the rights and privileges of a stockholder
with respect to the Share subject to the Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right
to receive dividends, unless and until Shares are issued to the Participant to settle the Performance Award. The Committee, in its sole
discretion, may provide that a Performance Award 


 




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shall convey the right to receive dividend equivalents on the
Shares underlying the Performance Award with respect to any dividends declared during the period that the Performance Award is outstanding,
in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance
Award, subject to the Participant’s earning of the Shares underlying the Performance Awards with respect to which such dividend
equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered upon the
vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry
registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided
with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms.


 


(e) The Committee may, in its discretion,
increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.


 


Section 11. Other Cash-Based Awards and Other
Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either
independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee shall
determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under
this Section 11 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including
cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee
shall determine; provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the
date of grant of such right.


 


Section 12. Effect of Termination of Service or a Change
in Control on Awards.


 


(a) 
The Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any
individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in
the event of a Participant’s Termination of Service prior to the vesting, exercise or settlement of such Award. 


 


(b) 
In the event of a Change in Control, unless otherwise provided in an Award Agreement, outstanding
Awards shall be treated as described below. 


 


(i) 
If in connection with the Change in Control, any outstanding Award is continued in effect or converted
into an award or right with respect to stock of the successor or surviving corporation (or a parent or subsidiary thereof), then upon
the occurrence of a Termination of Service of a Participant by the Company without Cause within 24 months following the Change in Control,
on the date of such Termination of Service, such Award held by such Participant shall immediately vest and settle, and with respect to
Options and SARs, shall become exercisable and shall remain exercisable for one year. 


 




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(ii)
If outstanding Awards are not continued or converted as described in subsection (i) above, then on the Change in Control, such
Awards shall immediately vest and settle and, in the case of Options and SARs, shall become fully exercisable.


 


For purposes of subsections (i) and (ii) above, no Award shall
be treated as “continued or converted” on a basis consistent with the requirements of subsection (i) or (ii), as applicable,
unless the stock underlying such award after such continuation or conversion consists of securities of a class that is widely held and
publicly traded on a U.S. national securities exchange.


 


(c) In
addition, in the event of a Change in Control and to the extent not inconsistent with the provisions of Section 12(a) above or
the applicable Award Agreement, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either
by the terms of the Award or by action taken prior to the occurrence of such Change in Control, may take any one or more of the following
actions:


 


(i) 
to terminate or cancel any outstanding Award in exchange for a cash payment (and, for the avoidance
of doubt, if as of the date of the Change in Control, the Committee determines that no amount would have been realized upon the exercise
of the Award or other realization of the Participant’s rights, then the Award may be cancelled by the Company without payment of
consideration); 


 


(ii) 
to provide for the assumption, substitution, replacement or continuation of any Award by the successor
or surviving corporation (or a parent or subsidiary thereof) with cash, securities, rights or other property to be paid or issued, as
the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof), and to provide for appropriate adjustments
with respect to the number and type of securities (or other consideration) of the successor or surviving corporation (or a parent or subsidiary
thereof), subject to any replacement awards, the terms and conditions of the replacement awards (including, without limitation, any applicable
performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement awards;



 


(iii) 
to make any other adjustments in the number and type of securities (or other consideration) subject
to outstanding Awards and in the terms and conditions of outstanding Awards (including the grant or exercise price and performance criteria
with respect thereto) and Awards that may be granted in the future; 


 


(iv) 
to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested
with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and



 




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(v) to cancel any unvested
Award for no consideration.


 


Section 13. Minimum Vesting. Notwithstanding
any provisions of this Plan to the contrary and except as provided in this Section 13, pursuant to Section 12 or Awards
granted for services as a Director, Awards (other than replacement awards) shall not vest in full prior to the one-year anniversary of
the applicable grant date; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement:
(i) Shares delivered in lieu of fully vested cash Awards; and (ii) any additional Awards that the Committee may grant with such other
vesting requirements, if any, as the Committee may establish in its sole discretion, up to five percent (5%) of the Shares available for
issuance under the Plan.


 


Section 14. General Provisions Applicable to Awards.


 


(a) 
Awards shall be granted for such cash or other consideration, if any, as the Committee determines;
provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.



 


(b) 
Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem
with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards,
or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at
a different time from the grant of such other Awards or awards. 


 


(c) 
Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant,
exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination
thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments
or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may
include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of
dividend equivalents in respect of installment or deferred payments. 


 


(d) 
Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award
shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to Section 14(e) and
(ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant
or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this Section
14(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture
of an Award in accordance with the terms thereof.


 


(e) A Participant may designate a Beneficiary
or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole


 




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discretion, and only by using forms and following procedures
approved or accepted by the Committee for that purpose.


 


(f) 
All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations and other requirements of the SEC, any stock market or exchange upon which such Shares or other securities
are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. 


 


(g) 
The Committee may impose restrictions on any Award with respect to non-competition, confidentiality
and other restrictive covenants as it deems necessary or appropriate in its sole discretion. 


 


Section 15. Amendments and Terminations.


 


(a) Amendment or Termination of the Plan.
Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board
may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that
no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval
is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded
or (ii) subject to Section 5(e) and Section 11 12, the consent of the affected Participant, if such action would materially
adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration,
suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and
regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards
(including any amounts or benefits arising from such Awards) in accordance with Section 19. Notwithstanding anything to the contrary
in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its
stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.


 


(b) 
Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company,
each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee. 


 


(c) 
Terms of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue
or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder
or Beneficiary of an Award; provided, however, that, subject to Section 5(e) and Section 11 12, no such action
shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted
under the Plan, except (x) to the extent any such action is made to cause the Plan to


 




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comply with applicable law, stock market or exchange rules
and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any
Awards (including any amounts or benefits arising from such Awards) in accordance with Section 19 19. The Committee shall be authorized
to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events
described in Section 5(c) 5(e)) affecting the Company, or the financial statements of the Company, or of changes in applicable
laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.


 


(d) No Repricing. Notwithstanding
anything to the contrary in this Plan, except as provided in Section 5(e) or in connection with a Change in Control, no action
(including the repurchase of Options or SAR Awards (in each case, that are “out of the money”) for cash and/or other property)
shall directly or indirectly, through cancellation and re-grant or any other method, reduce, or have the effect of reducing, the exercise
or hurdle price of any Award established at the time of grant thereof without approval of the Company’s shareholders.


 


Section 16. Miscellaneous.


 


(a) 
No Employee, Consultant, Director, Participant, or other Person shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries
of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under
the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains
the right to make available future grants under the Plan. 


 


(b) 
The grant of an Award shall not be construed as giving a Participant the right to be retained in
the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or any applicable Subsidiary
may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the
Plan or in any Award Agreement or in any other agreement binding on the parties. The receipt of any Award under the Plan is not intended
to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement. 


 


(c) 
Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other
or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.



 


(d) 
The Committee may authorize the Company to withhold from any Award granted or any payment due or
transfer made under any Award or under the Plan or from any compensation or other amount owing to the Participant the amount (in cash,
Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an
Award, its exercise or settlement or any payment 


 




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or transfer under such Award or under the Plan and to take
such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary
to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent
such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10
and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity.


 


(e) 
If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such
provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall
remain in full force and effect. 


 


(f) 
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of
any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires
a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company. 


 


(g) 
No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. 


 


(h) 
Awards may be granted to Participants who are non-United States nationals or employed or providing
services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who
are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize
differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order
to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.



 


Section 17. Effective Date of the Plan.
The Plan shall be effective as of the Effective Date, subject to its approval by the shareholders of the Company.


 


Section 18. Term of the Plan. No
Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum
number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with Section
15(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted
may extend beyond such date, and the authority of the Committee to


 




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amend, alter, adjust, suspend, discontinue
or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan,
shall extend beyond such date.


 


Section 19. Cancellation or “Clawback”
of Awards. The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of
the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained
herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback
or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable
law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require
reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any
such Awards or sale of Shares underlying such Awards.


 


Section 20. Section 409A of the Code. With
respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code,
and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A
of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise
frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict.
Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under
Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of
the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such
amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service”
shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier
distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award
includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations),
the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and
not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e)
of the Treasury Regulations), the Participant’s right to such dividend equivalents shall be treated separately from the right to
other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement
is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or
other expenses that may be incurred by any Participant on account of non-compliance with Section 409A of the Code.


 


Section 21. Successors and Assigns
. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor
entity contemplated by Section 1(b) 12(b).


 




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Section 22. Data Protection. By participating
in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company
or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include:


 


(a)
administering and maintaining Participant records;


 


(b) 
providing information to the Company, any Subsidiary, trustees of any employee benefit trust, registrars,
brokers or third party administrators of the Plan; 


 


(c) 
providing information to future purchasers or merger partners of the Company or any Affiliate, or
the business in which the Participant works; and 


 


(d) 
transferring information about the Participant to any country or territory that may not provide the
same protection for the information as the Participant’s home country. 


 


Section 23. Governing Law. The Plan and
each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.









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