Exhibit
10.1


 


Employment
Agreement


 


This
Employment Agreement (this “Agreement”), dated as of May 4, 2016 (the “Effective Date”),
is made by and between Natural Habitat, Inc., a Colorado corporation (together with any successor thereto, the “Company”),
Ben Bressler (“Executive”) and Lindblad Expeditions Holdings, Inc., a Delaware corporation (“Parent”)
(collectively Executive, the Company and Parent are referred to herein as the “Parties”).


 


RECITALS


 


	 	A.	As
    of the Effective Date, Parent has, through its wholly owned subsidiary Lindblad Expeditions, LLC, a Delaware limited liability
    company (“Purchaser”), indirectly acquired 80.1% of the outstanding equity interests in the Company pursuant
    to that certain Stock Purchase Agreement (the “Purchase Agreement”) entered into as of the Effective Date
    by and among Purchaser, Parent, Executive, Gaiam, Inc. and Gaiam Travel, Inc. (the “Majority Seller”).


 


	 	B.	Executive
    is currently employed by the Company pursuant to that certain Employment and Non-Competition Agreement, dated as of November
    21, 2000 (the “Prior Agreement”).


 


	 	C.	It
    is the desire of the Company to continue to assure itself of the services of Executive effective as of the Effective Date
    and thereafter by entering into this Agreement, and the Parties acknowledge that the terms of this Agreement shall, upon the
    Effective Date, replace and supersede the Prior Agreement.


 


	 	D.	Executive
    and the Company mutually desire that Executive continue to provide services to the Company on the terms herein provided.


 


	 	E.	The
    terms of this Agreement have been disclosed to and approved in a separate vote by the Majority Seller in a manner intended
    to comply with the exemption requirements under Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended, and the
    Treasury Regulations promulgated thereunder (the “Code”).


 






     

     

    

 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties hereto
agree as follows:



 


1.            Employment.


 


(a)          General.
Effective as of the Effective Date, the Company shall employ Executive for the period and in the position set forth in this Section 1,
and subject to the other terms and conditions herein provided.


 


(b)          Employment
Term. The term of employment under this Agreement (the “Term”) shall be for the
period beginning on the Effective Date, and ending on December 31, 2020, subject to earlier termination as provided in Section 3.
The Term shall automatically renew for additional twelve (12) month periods unless no later than sixty (60) days prior to the
end of the applicable Term either Party gives written notice of non-renewal to the other, in which case Executive’s employment
will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3.


 


(c)          Position
and Duties. Executive shall serve as the President of the Company, with such responsibilities, duties and authority normally
associated with such position and as may from time to time be assigned to Executive by the Chief Executive Officer of Parent or
by the Board of Directors of the Company (the “Board”) or the Board of Directors of Parent or an authorized
committee thereof (in any case, the “Parent Board”). Executive shall report directly to the Chief Executive
Officer of Parent. Executive’s principal place of employment shall be at the Company’s executive offices in Louisville,
Colorado. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of
the Company and Parent (which shall include service to its subsidiaries) and shall not engage in outside business activities (including
serving on outside boards or committees) without the consent of the Board, provided that Executive shall be permitted to (i) manage
Executive’s personal, financial and legal affairs, (ii) participate in charitable, religious, civic, community, industry
or trade organizations or associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt organizations,
in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s
performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the rules
and policies of the Company and Parent as adopted by the Company and Parent from time to time, in each case as amended from time
to time, as set forth in writing, and as delivered or made available to Executive (each, a “Policy”).


 


2.            Compensation
and Related Matters.


 


(a)          Annual
Base Salary. During the Term, Executive shall receive a base salary at a rate of $200,000 per annum, which shall be paid in
accordance with the customary payroll practices of the Company and its subsidiaries and shall be pro-rated for partial years of
employment. Such annual base salary shall be reviewed (and may be increased but not decreased) from time to time by the Board
or the Compensation Committee of the Parent Board (the “Compensation Committee”) (such annual base salary,
as it may be increased from time to time, the “Annual Base Salary”).


 


(b)          Bonus.
During the Term, Executive will be eligible to receive an annual cash bonus (the “Net Profit Bonus”) equal
to 10% of the Company’s net profits (giving effect to accrual or payment of any such bonus). Net profits will not be charged
for interest or other expenses relating to the Note issued by the Company to Executive pursuant to the Purchase Agreement. For
example, if the Company’s net profits for a fiscal year are $3,850,000 prior to any accrual or payment of the Net Profit
Bonus and without any expenses related to the Note, Executive shall receive a Net Profit Bonus of $350,000. The payment of any
Net Profit Bonus shall made as soon as practicable after the determination of the Company’s net profits for the applicable
year, but in no event later than March 15 of the calendar year following the calendar year to which the Net Profit Bonus relates,
and is subject to Executive’s continued employment with the Company through the last day of the applicable fiscal year in
which the Net Profit Bonus was earned, except as otherwise provided in Section 4.


 






    	 	2	 



     

    

 


(c)          Equity
Compensation Opportunities.


 


(i)          Equity
Incentive Opportunity. Executive shall have an opportunity (the “Equity Incentive Opportunity”) to earn
an award of options (“Options”) to purchase shares of Parent’s common stock as set forth in this Section
2(c)(i) based on the future financial performance of the Company.


 


(A)          As
soon as practicable after September 30, 2020, Parent will calculate the “Final Year Equity Value of the Company,”
which shall be an amount equal to (x) the product of 7.0 multiplied by Final Year EBITDA minus (y) Indebtedness of the
Company and its consolidated Subsidiaries as of September 30, 2020, plus (z) Excess Cash of the Company and its consolidated
Subsidiaries as of September 30, 2020, in each case, as calculated in good faith by Parent in accordance with GAAP; provided that,
notwithstanding the foregoing, to the extent the Company consummates any acquisition, merger or similar business combination between
January 1, 2020 and September 30, 2020, the Final Year Equity Value of the Company shall be determined pro forma to exclude
any effect on LTM EBITDA, Cash or Indebtedness of consummation of such acquisition, merger or business combination. For purposes
of this Agreement:


 


(1)          “Cash”
means, as to any Person at any point in time, cash and cash equivalents of such Person and its consolidated Subsidiaries determined
in accordance with GAAP, other than Restricted Cash.


 


(2)          “Cash
Adjustment Amount” means the amount of principal and interest paid by the Company with respect to the Note on or prior
to September 30, 2020.


 


(3)          “Deferred
Tour Revenue” means, as determined in accordance with GAAP, deferred revenue or similar accrued balance sheet liabilities
for the obligation to provide or perform future services in respect of cash deposits, cash prepayments or cash advances made by
or on behalf of customers with respect to future trips, tours or similar activities, but excluding deposits, payments or advances
relating to air travel or trip related insurance.


 


(4)          “EBITDA”
means, with respect to the Company and its consolidated Subsidiaries, for any period, consolidated net income (or loss) (determined
in accordance with GAAP and consistent with the provisions of Section 2(h)) of such Person for such period, plus the
sum of, to the extent included in the calculation of net income (or loss) of such Person, but without duplication, (i) consolidated
interest expense for such period, (ii) consolidated income tax expense for such period, (iii) consolidated amounts attributable
to depreciation expense for such period, (iv) consolidated amortization expense for such period, (v) consolidated non-cash
currency gains or losses for such period and (vi) any expenses related to the Note.


 






    	 	3	 



     

    

 


(5)          “Excess
Cash” means, with respect to the Company, as of September 30, 2020, (i) Cash of the Company and its consolidated
Subsidiaries plus the Cash Adjustment Amount minus (ii) Minimum Cash.


 


(6)          “Final
Year EBITDA” means LTM EBITDA calculated as of September 30, 2020.


 


(7)          “GAAP”
means generally accepted accounting principles, consistently applied in accordance with Parent’s accounting principles and
policies.


 


(8)          “Governmental
Authority” means any regional, federal, state or local legislative, executive or judicial body or agency, any court
of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral
authority, in each case, whether domestic or foreign.


 


(9)          “Indebtedness”
of any Person, means, without duplication, (a) the outstanding principal amount of and accrued and unpaid interest on, and
other payment obligations of such Person for borrowed money or payment obligations issued or incurred in substitution or exchange
for payment obligations for borrowed money, (b) amounts owing for the deferred purchase price of property or services, including
“earnout” payments (other than (i) trade payables incurred in the ordinary course of business of such Person
consistent with past practice and (ii) employee compensation incurred in the ordinary course of business consistent with
past practice), (c) payment obligations evidenced by any promissory note, bond, debenture, mortgage or other debt instrument
or debt security, (d) commitments or obligations by which such Person assures a creditor against loss, including contingent
reimbursement obligations with respect to letters of credit (to the extent drawn), bankers’ acceptance or similar facilities,
(e) payment obligations secured by (or for which the holder of such payment obligations has an existing right to be secured
by) any Lien, other than a Permitted Lien (as such terms are defined in the Purchase Agreement), on assets or properties of such
Person, whether or not the obligations secured thereby have been assumed, (f) obligations under capitalized leases, (g) all
unreimbursed amounts drawn under letters of credit issued for the account of such Person and (h) guarantees, make-whole agreements,
hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through
(g) above; provided, however, that Indebtedness shall not include (x) accounts payable to trade creditors and accrued expenses
arising in the ordinary course of business consistent with past practice, (y) any operating lease of the Company used in
the ordinary course consistent with use of such operating leases by the Company on the Effective Date and (z) outstanding
amount of principal and interest under the Note (as defined in the Purchase Agreement).


 






    	 	4	 



     

    

 


(10)          “LTM
EBITDA” means, calculated as of any point in time, EBITDA of the Company and its consolidated Subsidiaries for the twelve
(12)-month trailing period.


 


(11)          “Minimum
Cash” means, with respect to the Company and its Subsidiaries on a consolidated basis, at any point in time, an amount
of Cash equal to the product of (i) the Deferred Tour Revenue of the Company and its Subsidiaries on a consolidated basis
multiplied by (ii) forty percent (40%).


 


(12)          “Note”
means the Note issued to Executive in the original principal amount of $2,525,000 pursuant to the Purchase Agreement.


 


(13)          “Person”
means an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership,
an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority.


 


(14)          “Restricted
Cash” means cash and cash equivalents held by the Company or its consolidated Subsidiaries that by written agreement
can only be released on the order of a Person other than the Company, its Subsidiaries or their representatives. For the avoidance
of doubt, cash deposits, cash prepayments or cash advances made by or on behalf of customers with respect to future trips, tours
or similar activities shall not be considered “Restricted Cash”.


 


(15)          “Subsidiary”
means as to a Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated,
of which at least a majority of the securities or other interests having by their terms voting power to elect a majority of the
board of directors or others performing similar functions with respect to such corporation or other organization is directly or
indirectly beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one
or more of its subsidiaries.


 


(B)          In
the event the Final Year Equity Value of the Company is equal to or less than $25,000,000 (the “Baseline Value”),
Executive will not receive any award of Options in respect of the Equity Incentive Opportunity.


 


(C)          In
the event the Final Year Equity Value of the Company exceeds the Baseline Value, Executive will receive an award of a number of
Options (which Options shall be granted effective as of December 31, 2020) equal to: (i) the amount of such excess (the “Company
Value Increase Amount”), multiplied by (ii) the Percentage Amount, divided by (iii) the Black-Scholes Value of One Option.
For purposes of this Agreement, (A) the “Percentage Amount” means 10.1%, provided that such percentage shall
be equitably adjusted as determined reasonably and in good faith by the Parent Board as follows: (I) downward to account for any
issuance of new equity securities by the Company during the period beginning on the Effective Date and ending on December 31,
2020 (the “Performance Period”), and (II) upward to account for any repurchases of equity securities during
the Performance Period, and (B) the “Black-Scholes Value of One Option” shall mean the fair value of one Option,
determined in accordance with FASB ASC Topic 718 (or any applicable successor accounting standard), using such methodologies and
assumptions as are consistent with the methodologies and assumptions used in connection with Parent’s then-current financial
reporting practices, provided that, for the avoidance of doubt, such methodologies and assumptions with respect to dividend yield,
expected volatility, risk free interest rate and expected term shall be no less favorable to Executive than those used by Parent
for estimating the fair value stock options granted to employees during the year ended December 31, 2020 (or if more than one
set of assumptions was used during such year, the set of assumptions used for the options granted last in time during such year).


 






    	 	5	 



     

    

 


(D)          Any
Options awarded pursuant to this Section 2(c)(i) shall be granted pursuant to Parent’s 2015 Long-Term Incentive Plan
or an applicable successor plan (such plan or applicable successor plan, the “LTIP”). Such Options will have
a per-share exercise price equal to the Fair Market Value (as defined in the LTIP) of Parent’s common stock on the date
of grant, will be fully vested and exercisable as of the date of grant and will have an option term of 10 years from the date
of grant, subject to earlier termination in the event of a termination of Executive’s employment pursuant to Section
3(a)(iii) for Cause or in the event of a corporate event as provided in the terms of the LTIP. All Options will be subject
to the terms of the LTIP and a separate award agreement, which award agreement will contain terms not inconsistent with this Section
2(c)(i).


 


(E)          Any
award of Options in connection with the Equity Incentive Opportunity shall be subject to Executive’s continued employment
with the Company through the end of the Performance Period and will be made before March 15, 2021. In the event Executive’s
employment with the Company terminates prior to the end of the Performance Period, Executive will not receive any award or payment
in connection with the Equity Incentive Opportunity, except as expressly set forth in Section 4(b) or 4(c) of this Agreement.


 


(F)          Notwithstanding
any provision of this Agreement to the contrary, instead of issuing Options, Parent and the Company shall have the right to settle
the obligations under the Equity Incentive Opportunity in the form of (i) a stock appreciation right (including a cash-settled
stock appreciation right) relating to Parent’s common stock having the same economic terms as described above, or (ii) in
the event that the Parent Board reasonably determines that issuing Options would violate any applicable law or regulation or any
applicable securities exchange listing standards or other requirements or the terms and conditions of the LTIP, a lump-sum cash
payment in an amount equal to the Percentage Amount of the Company Value Increase Amount.


 


(ii)          Dividend
Equivalent Payments. In the event the Company makes any dividend payment or other distribution to its stockholders during
the period beginning on the Effective Date and ending on September 30, 2020, Executive shall be entitled to receive a supplemental
compensatory cash payment in an amount equal to the Percentage Amount of the aggregate dividend or distribution payment amount.
Such payments will be made promptly upon the occurrence of such dividend payment or other distribution and in each case shall
be subject to Executive’s continued employment with the Company through the date of payment.


 






    	 	6	 



     

    

 


(iii)          Other
Participation in Equity Plans. In addition to the foregoing, during the Term, Executive will be eligible to participate in
and may receive additional awards under any of Parent’s equity incentive award plans and programs as in effect from time
to time. Any such equity incentive grants will be made in the sole discretion of the Parent Board or Compensation Committee.


 


(d)          Benefits.
During the Term, Executive shall be eligible to participate in employee benefit plans, programs and arrangements (including perquisite
and fringe benefit arrangements) maintained for executives of the Company (including standard health and welfare benefits and
a 401(k) plan), consistent with the terms thereof, and as such plans, programs and arrangements may be amended from time to time.
In no event shall Executive be eligible to participate in any severance plan or program of the Company, except as set forth in
Section 4 of this Agreement. During the Term, Executive shall be entitled to paid vacation in accordance with the Company’s
Policies.


 


(e)          Business
Expenses. The Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive
in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement Policy
and in compliance with Section 12(m).


 


(f)           Company
Automobile. During the Term, the Company shall pay to Executive an automobile allowance of $700 per month, which shall be
paid in accordance with the customary payroll practices of the Company and its subsidiaries and shall be pro-rated for any partial
months of employment. With respect to that certain Company-owned automobile that is currently being used by Executive (the “Company
Car”), Executive agrees to return the Company Car to the Company within 15 days after the Effective Date or alternatively
to purchase the Company Car for its fair market value, as reasonably determined by the Company.


 


(g)          Key
Person Insurance. At any time during the Term, the Company and its subsidiaries shall have the right to insure the life of
Executive for the Company’s and its subsidiaries’ sole benefit. The Company shall have the right to determine the
amount of insurance and the type of policy. Executive shall reasonably cooperate with the Company in obtaining such insurance
by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing
all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company
or broker shall not be provided to the Company without the prior written authorization of Executive. Executive shall incur no
financial obligation in connection with assisting the Company to obtain such insurance policy (including by executing any required
document), and shall have no interest in any such policy.


 


(h)          Intercompany
Charges. So long as Executive is employed by the Company, unless Executive consents, the only charges for allocation of expenses
of the Parent or any affiliate of the Parent (other than the Company or any of its Subsidiaries) that will be deducted in determining
earnings of the Company for the purpose of calculating Final Year Equity Value of the Company or the Net Profit Bonus under this
Agreement will be for expenses reasonably incurred by Parent or any such affiliate of Parent on behalf of or for the direct benefit
of the Company or any of its consolidated Subsidiaries in connection with or related to the operation of the Business (as defined
in the Purchase Agreement) (including without limitation for tax advisory work, audit fees, payroll and other back office services).


 






    	 	7	 



     

    

 


3.            Termination.


 


Executive’s
employment hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement under
the following circumstances:


 


(a)          Circumstances.


 


(i)          Death.
Executive’s employment hereunder shall terminate upon Executive’s death.


 


(ii)         Disability.
If Executive has incurred a Disability, as defined below, the Company may terminate Executive’s employment.


 


(iii)       Termination
for Cause. The Company may terminate Executive’s employment for Cause, as defined below.


 


(iv)       Termination
without Cause. The Company may terminate Executive’s employment without Cause, which shall include a termination of
Executive as a result of the Company not renewing the Term pursuant to Section 1.


 


(v)        Resignation
from the Company for Good Reason. Executive may resign Executive’s employment with the Company for Good Reason, as defined
below.


 


(vi)       Resignation
from the Company Without Good Reason. Executive may resign Executive’s employment with the Company for any reason other
than Good Reason or for no reason, which shall include a termination of Executive as a result of Executive not renewing the Term
pursuant to Section 1.


 


(b)          Notice
of Termination. Any termination of Executive’s employment by the Company or by Executive under this Section 3
(other than termination pursuant to Section 3(a)(i)) shall be communicated by a written notice to the other Party (i) indicating
the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the provision so indicated, if applicable, and
(iii) specifying a Date of Termination which, except in the case of a termination pursuant to Section 3(a)(iii), shall
be at least forty-five (45) days following the date of such notice (a “Notice of Termination”); provided, however,
that the Company may, in its sole discretion, instruct Executive to remain off the Company’s premises and perform no Company
functions from the date of such Notice of Termination through the Date of Termination, but only to the extent that the Company
pays Executive full compensation and benefits during such period. The failure by the Company or Executive to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right
of such Party hereunder or preclude such Party from asserting such fact or circumstance in enforcing such Party’s rights
hereunder.


 


(c)          Company
Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed
in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of
Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation
time that has been accrued but unused in accordance with the Company’s Policies; (iii) any reimbursements owed to Executive
pursuant to Section 2(e); and (iv) any amount accrued and arising from Executive’s participation in, or benefits
accrued under, any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms
and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”).
Except as otherwise expressly required by law (e.g., COBRA), as specifically provided herein, or in a separate written
agreement governing any of Executive’s equity, all of Executive’s rights to salary, severance, benefits, bonuses and
other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the
event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy
shall be to receive the payments and benefits described in this Section 3(c) and Section 4, as applicable.


 






    	 	8	 



     

    

 


(d)          Deemed
Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from
all offices and directorships, if any, then held with the Company or any of its affiliates.


 


4.            Severance
Payments.


 


(a)          Termination
for Cause or Resignation from the Company Without Good Reason. If Executive’s employment shall terminate pursuant to
Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company
without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section
3(c).


 


(b)          Termination
due to death or Disability. If Executive’s employment shall terminate as a result of Executive’s death pursuant
to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), then, subject to Executive signing on or before the
21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein,
a release of claims substantially in the form attached as Exhibit A to this Agreement (the “Release”)
(provided that no Release shall be required in the event of Executive’s death), and Executive’s continued compliance
with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c):


 


(i)          a
pro-rated portion (based on the number of days Executive was employed by the Company during the fiscal year in which the Date
of Termination occurs) of any Net Profit Bonus that Executive would have earned had Executive remained employed through the end
of the fiscal year in which the Date of Termination occurs, based on the Company’s actual net profits for such year and
paid as soon as practicable after the determination of the Company’s net profits for such year, but in no event later than
March 15 of the calendar year following the calendar year in which the Date of Termination occurs; and


 


(ii)          if
such termination occurs prior to December 31, 2020, a lump sum cash payment, payable within 90 days after the Date of Termination
(and in no event later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs),
in an amount equal to the Percentage Amount of the Company Value Increase Amount, provided that notwithstanding any provision
of Section 2(c)(i) to the contrary, in this circumstance, the Final Year EBITDA, Excess Cash and Indebtedness will all
be determined as of the last day of the last calendar quarter ended prior to the Date of Termination and based on the Company’s
earnings over the twelve month period ending on such calendar quarter end date.


 


(c)          Termination
without Cause or Resignation for Good Reason. If Executive’s employment terminates without Cause pursuant to Section
3(a)(iv), or pursuant to Section 3(a)(v) due to Executive’s resignation for Good Reason, then, subject to Executive
signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation
period contained therein, the Release, and Executive’s continued compliance with Sections 6 and 7, Executive shall
receive, in addition to payments and benefits set forth in Section 3(c):


 


(i)          an
amount equal to one times his Annual Base Salary payable in the form of salary continuation in regular installments over the 12-month
period following the Date of Termination in accordance with the Company’s normal payroll practices;


 






    	 	9	 



     

    

 


(ii)          any
Net Profit Bonus that Executive would have earned had Executive remained employed through the end of the fiscal year in which
the Date of Termination occurs, based on the Company’s actual net profits for such year and paid as soon as practicable
after the determination of the Company’s net profits for such year, but in no event later than March 15 of the calendar
year following the calendar year in which the Date of Termination occurs; and


 


(iii)          if
such termination occurs prior to December 31, 2020, a lump sum cash payment, payable within 90 days after the Date of Termination
(and in no event later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs),
in an amount equal to the Percentage Amount of the Company Value Increase Amount, provided that notwithstanding any provision
of Section 2(c)(i) to the contrary, in this circumstance, the Final Year EBITDA, Excess Cash and Indebtedness will all
be determined as of the last day of the last calendar quarter ended prior to the Date of Termination and based on the Company’s
earnings over the twelve month period ending on such calendar quarter end date.


 


(d)          Survival.
Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 4 through 10 and Sections
12 and 13 will survive the termination of Executive’s employment and the expiration or termination of the Term.


 


5.            Parachute
Payments.


 


(a)          It
is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under
this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement,
in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including
the payments under Section 4(b) and (c) hereof, being hereinafter referred to as the “Total Payments”),
would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to
the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of
federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out
of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii)
the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local
income and employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect
of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable
to such unreduced Total Payments).


 


(b)          The
Total Payments shall be reduced by the Company in the following order: (i) reduction of any cash severance payments otherwise
payable to Executive that are exempt from Section 409A of the Code (“Section 409A”), (ii) reduction of
any other cash payments or benefits otherwise payable to Executive that are exempt from Section 409A, but excluding any payments
attributable to the acceleration of vesting or payments with respect to any equity award with respect to Parent’s common
stock that is exempt from Section 409A, (iii) reduction of any other payments or benefits otherwise payable to Executive on a
pro-rata basis or such other manner that complies with Section 409A, but excluding any payments attributable to the acceleration
of vesting and payments with respect to any equity award with respect to Parent’s common stock that are exempt from Section 409A,
and (iv) reduction of any payments attributable to the acceleration of vesting or payments with respect to any other equity
award with respect to Parent’s common stock that are exempt from Section 409A.


 






    	 	10	 



     

    

 


(c)          All
determinations regarding the application of this Section 5 shall be made by an accounting firm with experience in performing
calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company and acceptable
to Executive (“Independent Advisors”), a copy of which report and all worksheets and background materials relating
thereto shall be provided to Executive. For purposes of determining whether and the extent to which the Total Payments will be
subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived
at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code
shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of the Independent
Advisors, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including
by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be
taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered,
within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3)
of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. The costs of obtaining such determination and all related fees and expenses (including related
fees and expenses incurred in any later audit) shall be borne solely by the Company.


 


6.            Competition.


 


Executive
acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential
Information (as defined below) relating to the Company and, during the Term, the Company from time to time will provide Executive
with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the
Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to
protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair
competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s
right to pursue employment:


 


(a)          Executive
shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, or manage,
provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee,
agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes
with the Business (as defined below) anywhere in the world. Nothing herein shall prevent Executive from engaging in any activity
with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s
activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his
obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. In addition,
nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any
entity that is publicly traded, so long as Executive has no active participation in the business of such entity.


 


(b)          Except
in furtherance of his duties hereunder during the Term, Executive shall not, at any time during the Restriction Period, directly
or indirectly, (i) solicit any customers, clients or suppliers of the Company or (ii) solicit, with respect to hiring, any employee
or independent contractor of the Company or any person employed or engaged by the Company at any time during the 12-month period
immediately preceding the Date of Termination.


 






    	 	11	 



     

    

 


(c)          In
the event the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by
reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive
in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over
the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action.


 


(d)          As
used in this Section 6, (i) the term “Company” shall include the Company, Parent and their direct
and indirect subsidiaries; (ii) the term “Business” shall mean the business of the Company, as such business
is conducted as of the Effective Date or may be expanded or altered by the Company during the Term, and shall include any type
of marine-based or nature or adventure travel expeditions; and (iii) the term “Restriction Period” shall
mean the period beginning on the Effective Date and ending two years following Executive’s Date of Termination.


 


(e)          It
is recognized and acknowledged by Executive that the covenants contained in this Section 6 shall be in addition to, and
not lieu of, the non-competition and non-solicitation covenants applicable to Executive under Section 6.06 of the Purchase Agreement,
such that the longest and broadest of such covenants shall apply to Executive.


 


7.           Nondisclosure
of Proprietary Information.


 


(a)          Except
in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 7(c) or (e), Executive
shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish,
or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company)
any confidential or proprietary information or trade secrets of or relating to the Company (including business plans, business
strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications
therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods,
developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed
or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations,
processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers,
marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or
other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm,
corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential
Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important,
material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of
the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published
in a form generally available to the public or is publicly available or has become public knowledge prior to the date Executive
proposes to disclose or use such information, provided that such publishing or public availability or knowledge of the Confidential
Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section
7(a) or any other similar provision by which Executive is bound, or from any third-party known by Executive to be breaching
a provision similar to that found under this Section 7(a). For the purposes of the previous sentence, Confidential Information
will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been
separately published, but only if material features comprising such information have been published or become publicly available.


 






    	 	12	 



     

    

 


(b)          Upon
termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all
correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any
other documents or property concerning the Company’s customers, business plans, marketing strategies, products, property
or processes, in each case to the extent any such materials contain Confidential Information, provided that Executive may retain
his compensation-related information, personal journal and rolodex, address book, appointment book, calendar and/or contact list.


 


(c)          Notwithstanding
Section 7(a), Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the
earliest practicable notice thereof, shall, as much in advance of the return date as practicable, make available to the Company
and its counsel the documents and other information sought and shall assist such counsel at Company’s sole expense in resisting
or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules.


 


(d)          As
used in this Section 7 and Section 8, the term “Company” shall include the Company, Parent and
their direct and indirect subsidiaries.


 


(e)          Nothing
in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court
order (subject to the requirements of Section 7(c) above), (ii) disclosing information and documents to Executive’s
attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive’s
post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive’s
personal correspondence, Executive’s personal contacts and documents related to Executive’s own personal benefits,
entitlements and obligations.


 


8.            Inventions.


 


All
rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to
the business of the Company, whether or not patentable, copyrightable, registerable as a trademark, or reduced to writing, that
Executive may discover, invent or originate in connection with Executive’s period of service with the Company or its subsidiaries
or its or their predecessors, either alone or with others and whether or not during working hours or by the use of the facilities
of the Company (“Inventions”), shall be the exclusive property of the Company. Executive shall promptly disclose
all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may
deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and
in all instances at the Company’s sole expense, in obtaining, defending and enforcing the Company’s rights therein.
Executive hereby appoints the Company as Executive’s attorney-in-fact to execute on Executive’s behalf any assignments
or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.


 


9.            Injunctive
Relief.


 


It
is recognized and acknowledged by Executive that a breach of the covenants contained in Sections 6, 7 and 8 could cause
irreparable damage to Company and its goodwill, the exact amount of which may be difficult or impossible to ascertain, and that
the remedies at law for any such breach may be inadequate. Accordingly, Executive agrees that in the event of a breach of any
of the covenants contained in Sections 6, 7 and 8, in addition to any other remedy which may be available at law or in
equity, the Company will be entitled to seek specific performance and injunctive relief without the requirement to post bond.


 






    	 	13	 



     

    

 


10.          Assignment
and Successors.


 


None
of the Company’s rights or obligations may be assigned or transferred by the Company, except that the Company shall assign
its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of
the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive
and their respective successors, assigns, legal representatives, executors, administrators, heirs, distributees, devisees, and
legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than
Executive’s rights to payments hereunder, which may be transferred only by will or operation of law. Notwithstanding the
foregoing, Executive shall be entitled, to the extent permitted under applicable law and applicable Company Arrangements, to select
and change a beneficiary or beneficiaries to receive compensation hereunder following Executive’s death by giving written
notice thereof to the Company.


 


11.          Certain
Definitions.


 


(a)          Cause.
The Company shall have “Cause” to terminate Executive’s employment hereunder upon Executive’s:


 


(i)          willful
misconduct and mismanagement by Executive that is materially injurious to the Company or Parent;


 


(ii)         refusal
in any material respect to carry out or comply with any lawful and reasonable directive of the Board or Parent Board consistent
with the terms of this Agreement;


 


(iii)        conviction,
plea of no contest, or plea of nolo contendere for any felony;


 


(iv)        unlawful
use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its subsidiaries’)
or Parent’s premises while performing Executive’s duties and responsibilities under this Agreement;


 


(v)         commission
of an act of fraud, embezzlement, willful misappropriation, willful misconduct, or breach of fiduciary duty, in any case that
results in material harm to the Company or any of its affiliates;


 


(vi)        material
violation of any provision of this Agreement or a material Policy; or


 


(vii)       willful
or prolonged, and unexcused, absence from work (other than by reason of Executive’s disability due to physical or mental
illness).


 


For
purposes of this definition, an action or inaction is only “willful” if it is done or omitted by Executive without
a good faith belief that such action or inaction is in the best interests of the Company or Parent.


 


Notwithstanding
the foregoing, no termination for Cause will have occurred unless and until the Company has: (a) provided Executive, within thirty
(30) days of the Company first becoming aware of the facts or circumstances constituting Cause, written-notice stating with specificity
the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to
cure the same within thirty (30) days after the receipt of such notice. Any termination for Cause must occur within ninety (90)
days of the Company first becoming aware of the facts or circumstances constituting Cause.


 






    	 	14	 



     

    

 


(b)          Date
of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s
death, the date of Executive’s death; and (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii)
– (vi), the date indicated in the Notice of Termination.


 


(c)          Disability.
“Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan
for the Company’s employees and covering Executive, “disability” as defined in such long-term disability plan
for the purpose of determining a participant’s eligibility for benefits, provided, however, if the long-term disability
plan contains multiple definitions of disability, “Disability” shall refer to that definition of disability which,
if Executive qualified for such disability benefits, would provide coverage for the longest period of time. The determination
of whether Executive has a Disability shall be made by the person or persons required to make disability determinations under
the long-term disability plan. At any time no such long-term disability plan is in effect, Disability shall mean Executive’s
inability to perform, with or without reasonable accommodation, the essential functions of Executive’s position hereunder
for a total of three months during any six-month period as a result of incapacity due to mental or physical illness as determined
by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative,
with such agreement as to acceptability not to be unreasonably withheld or delayed. Any refusal by Executive to submit to a reasonable
medical examination at the Company’s sole expense for the purpose of determining Disability shall be deemed to constitute
conclusive evidence of Executive’s Disability.


 


(d)          Good
Reason. Executive’s resignation will be for “Good Reason” if Executive resigns following the occurrence
of any of the following events: (i) a material decrease in Executive’s Annual Base Salary or formula for determining
Net Profit Bonus from the highest level in effect during the Term; (ii) a material diminution in Executive’s authority,
duties or responsibilities; (iii) a relocation of the location at which Executive is required primarily to perform his services
for the Company more than 50 miles outside Louisville, Colorado; or (iv) any other action or inaction that constitutes a
material breach by the Company or Parent of this Agreement or any other material agreement entered into between Executive and
the Company or Parent. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has:  (a) provided
the Company, within ninety (90) days of Executive’s first knowledge of the occurrence of the facts and circumstances underlying
the Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding
of Good Reason; and (b) provided the Company with an opportunity to cure the same within thirty (30) days after the receipt
of such notice.


 


12.         Miscellaneous
Provisions.


 


(a)          Governing
Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise
in accordance with the substantive laws of the State of New York without reference to the principles of conflicts of law of the
State of New York or any other jurisdiction, and where applicable, the laws of the United States. Any suit brought hereon shall
be brought in the state or federal courts sitting in the Borough of Manhattan within the City of New York, the Parties hereby
waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that any such court shall have
in personam jurisdiction over it and consents to service of process in any manner authorized by New York law.


 






    	 	15	 



     

    

 


(b)          Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


(c)          Notices.
Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or
refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage
prepaid, as follows:


 


(i)          If to the Company, at its headquarters,

 


and
copies to Parent, at its headquarters with attention to Parent’s Chief Executive Officer.


 


(ii)         If
to Executive, at the last address that the Company has in its personnel records for Executive.


 


(iii)        At
any other address as any Party shall have specified by notice in writing to the other Party.


 


(d)          Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together
will constitute one and the same Agreement. Signatures delivered by facsimile or email shall be deemed effective for all purposes.


 


(e)          Entire
Agreement. The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect
to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral relating to the subject
matter of this Agreement, including, without limitation, the Prior Agreement, which, as of the Effective Date shall be of no further
force or effect. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their
terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to
vary the terms of this Agreement.


 


(f)          Certain
Indemnity Rights; D&O Coverage. During and after the Term, the Company shall (i) provide Executive with directors’
and officers’ liability insurance coverage at least as favorable as that applicable to any then-current executive officer
or director of Parent and (ii) indemnify Executive and his legal representatives to the fullest extent permitted by the laws
of the State of Delaware against all damages, costs, expenses and other liabilities reasonably incurred or sustained by Executive
or his legal representatives in connection with any suit, action or proceeding to which Executive or his legal representatives
may be made a party by reason of Executive being or having been a director or officer of the Company, Parent or any of their subsidiaries,
or having served in any other capacity or taken any other action purportedly on behalf of or at the request of the Company, Parent
or any of their subsidiaries.


 


(g)          Amendments;
Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive
and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized
representative of the Company may waive compliance by the other Party with any specifically identified provision of this Agreement
that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate
as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising
any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided
herein or by law or in equity.


 






    	 	16	 



     

    

 


(h)          No
Inconsistent Actions. The Parties hereto shall not voluntarily undertake or fail to undertake any action or course of action
inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the Parties hereto to
act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.


 


(i)          Construction.
This Agreement shall be deemed drafted equally by both Parties. Its language shall be construed as a whole and according to its
fair meaning. Any presumption or principle that the language is to be construed against any Party shall not apply. The headings
in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs,
subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary.
Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the
plural; (b) “any,” “all,” “each,” or “every” means “any and all,”
and “each and every”; (c) “includes” and “including” are each “without limitation”;
(d) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here”
refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (e) all pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the
entities or persons referred to may require.


 


(j)          Arbitration.
Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled solely and exclusively by a binding
arbitration process administered by JAMS/Endispute in New York, New York. Such arbitration shall be conducted in accordance with
the then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (a) one arbitrator
who is a retired judge shall be chosen by JAMS/Endispute; (b) the Company will pay the expenses and fees of the arbitrator, together
with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence
of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such
Party. Each Party shall bear its own attorney’s fees and expenses; provided that the arbitrator may assess the prevailing
Party’s fees and costs against the non-prevailing Party as part of the arbitrator’s award. The Parties agree to abide
by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final
and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity;
provided, however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief
or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be
confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process
without the prior written consent of all Parties, except where necessary or compelled in a court to enforce this arbitration provision
or an award from such arbitration or otherwise in a legal proceeding. If JAMS/Endispute no longer exists or is otherwise unavailable,
the Parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance
with its then-existing rules as modified by this subsection. In such event, all references herein to JAMS/Endispute shall mean
AAA. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual
property rights by court action instead of arbitration.


 


(k)          Enforcement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during
the Term, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance
from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically
as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable, provided that the economic benefit to any Party is not diminished by such replacement.


 






    	 	17	 



     

    

 


(l)          Withholding.
The Company and Parent shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or
foreign withholding or other taxes or charges which the Company or Parent is required to withhold.


 


(m)          Section
409A.


 


(i)          General.
The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A
and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.


 


(ii)         Separation
from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this
Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable
upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service”
with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below,
any such compensation described in Section 4(b) and (c) shall not be paid, or, in the case of installments, shall not commence
payment, until the thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”).
Any installment payments that would have been made to Executive during the thirty (30) day period immediately following Executive’s
Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining
payments shall be made as provided in this Agreement.


 


(iii)        Specified
Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of
Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent
delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to
avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive
prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation
from Service with the Company or (B) the date of Executive’s death. Upon the first business day following the expiration
of the applicable Section 409A delay period, all payments deferred pursuant to the preceding sentence shall be paid in a lump
sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement
shall be paid as otherwise provided herein.


 


(iv)        Expense
Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, (A) any such reimbursements
payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense
was incurred, provided that Executive submits Executive’s reimbursement request promptly following the date the expense
is incurred, (B) the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent
year, other than medical expenses referred to in Section 105(b) of the Code, and (C) Executive’s right to reimbursement
under this Agreement will not be subject to liquidation or exchange for another benefit.


 






    	 	18	 



     

    

 


(v)         Installments.
Executive’s right to receive any installment payments under this Agreement, including any salary continuation payments
that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly,
each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A.
Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration
or deferral would not result in additional tax, interest or penalties pursuant to Section 409A.


 


13.          Parent
Obligations.


 


The
Parties acknowledge that, except with respect to Parent’s obligations under Section 2(c), the Company is primarily
responsible for all payments and compensation to Executive under this Agreement. In the event the Company fails to satisfy any
of its obligations hereunder, Parent agrees that it will be responsible for any unpaid amounts.


 


14.          Executive
Acknowledgement.


 


Executive
acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance
upon any representations or promises made by the Company or Parent other than those contained in writing herein, and has entered
into this Agreement freely based on Executive’s own judgment.


 


[Signature
Page Follows]


 






    	 	19	 



     

    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.


 





	 	COMPANY
	 	 
	 	By:  	/s/ Sven-Olof Lindblad
	 	 	Name:  	Sven-Olof Lindblad
	 	 	Title:  	Chief Executive Officer and President
	 	 	 	 
	 	PARENT
	 	 
	 	By:  	/s/ Sven-Olof Lindblad
	 	 	Name:  	Sven-Olof Lindblad
	 	 	Title:  	Chief Executive Officer and President
	 	 	 	 
	 	EXECUTIVE
	 	 
	 	By:  	/s/ Ben Bressler
	 	 	Ben Bressler




 


 


[Signature Page to Employment Agreement]






     

     

    

 

EXHIBIT
A


 


Separation
Agreement and Release


 


This Separation Agreement
and Release (this “Agreement”) is made by and between Ben Bressler (“Executive”) and Natural
Habitat, Inc. (the “Company”) (collectively, referred to as the “Parties” or individually
referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings
set forth in the Employment Agreement (as defined below).


 


WHEREAS, the Parties have
previously entered into that certain Employment Agreement, dated as of May ___, 2016 (the “Employment Agreement”);
and


 


WHEREAS, in connection
with Executive’s termination of employment with the Company effective ________, 20__, the Parties wish to resolve any and
all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company,
Lindblad Expeditions Holdings, Inc. (“Parent”) and any of the Releasees, as defined below, arising out of or
in any way related to Executive’s employment with or separation from the Company or its subsidiaries or affiliates, but,
for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with (i) Executive’s
ownership of equity or debt securities (excluding for the avoidance of doubt unvested equity awards granted under the LTIP), (ii)
Executive’s right to indemnification or directors’ and officers’ liability insurance pursuant to contract or
applicable law, (iii) Executive’s rights under this Agreement or under the Employment Agreement that expressly survive by
its terms, (iv) Executive’s rights under the Purchase Agreement and the Stockholders’ Agreement each entered
into between Parent and Executive dated as of the effective date of the Employment Agreement and the Note entered into between
the Company and Executive dated as of the effective date of the Employment Agreement, or (v) Executive’s rights with
respect to any award of Options granted prior to the Date of Termination under Section 2(c)(i) of the Employment Agreement ((i)
through (v), collectively, the “Retained Claims”).


 


NOW,
THEREFORE, in consideration of the severance payments described in Section 4(b) and (c) of the Employment Agreement, which, pursuant
to the Employment Agreement, are conditioned on Executive’s execution and non-revocation of this Agreement, and in consideration
of the mutual promises made herein, the Company and Executive hereby agree as follows:


 


1.          Severance
Payments; Salary and Benefits. The Company agrees to provide Executive with the severance payments described in Section 4(b)
and (c) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment
Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the
Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement,
subject to and in accordance with the terms thereof.


 


2.          Release
of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement
in full of all outstanding obligations owed to Executive by the Company and Parent, any of their direct or indirect subsidiaries
and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders,
administrators, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor
corporations and assigns (collectively, the “Releasees”) by reason of his employment by the Company. Executive,
on his own behalf and on behalf of any of Executive’s heirs, family members, executors, agents, and assigns, other than
with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any
manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the
Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs
this Agreement, including, without limitation:


 


(a)          any
and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its
direct or indirect subsidiaries and the termination of that relationship;


 






    	 	A-1	 



     

    

 


(b)          any
and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation;
breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent
or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;


 


(c)          any
and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil
Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990;
the Equal Pay Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit
Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the
Family and Medical Leave Act; and the Sarbanes-Oxley Act of 2002;


 


(d)          any
and all claims for violation of the federal or any state constitution; and


 


(e)          any
and all claims arising out of any other laws and regulations relating to employment or employment discrimination.


 


Executive
agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release
as to the matters released. This release does not release claims that cannot be released as a matter of law, including, but not
limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission,
or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws
related to employment, against the Company or Parent (with the understanding that Executive’s release of claims herein bars
Executive from recovering such monetary relief from the Company, Parent or any Releasee), claims for unemployment compensation
or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in
certain of the Company’s or Parent’s group benefit plans pursuant to the terms and conditions of COBRA, claims to
any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee
benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims. This release
further does not release claims for breach of Section 3(c) or Section 4(b) or (c) of the Employment Agreement or any rights you
may have in your capacity as an equityholder in the Company or Parent.


 






    	 	A-2	 



     

    

 


3.          Acknowledgment
of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights
Executive may have under the Age Discrimination in Employment Act of 1967 (the “ADEA”), and that this waiver
and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights
or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that
the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled.
Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult
with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement; (c) Executive
has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the
Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement
prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under
the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal
law. In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above,
Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering
this Agreement.


 


4.          Severability.
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or
is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue
in full force and effect without said provision or portion of provision.


 


5.          No
Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the
Company.


 


6.          Governing
Law; Notice; Counterparts; Dispute Resolution. This Agreement shall be subject to the provisions of Sections 12(a), (c), (d)
and (j) of the Employment Agreement.


 


7.          Effective
Date. If Executive has attained or is over the age of 40 as of the date of Executive’s termination of employment, then
Executive has seven days after Executive signs this Agreement to revoke it and this Agreement will become effective on the eighth
day after Executive signed this Agreement, so long as it has not been revoked by Executive before that date (the “Effective
Date”). If Executive has not attained the age of 40 as of the date of Executive’s termination of employment, then
the Effective Date shall be the date on which Executive signs this Agreement.


 


8.          Voluntary
Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress
or undue influence on the part or behalf of the Company, Parent or any third party, with the full intent of releasing all of Executive’s
claims against the Company, Parent and any of the other Releasees to the extent set forth in this Agreement. Executive acknowledges
that: (a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company
or Parent that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) Executive understands
the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and
binding effect of this Agreement.


 


[Signature
Page Follows]


 






    	 	A-3	 



     

    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.


 


	 	 	EXECUTIVE
	 	 	 
	
        Dated: _____________
	 	 
	 	 	Ben Bressler
	 	 	 
	 	 	COMPANY
	 	 	 
	Dated: _____________	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 




 


 


A-4