EX-10.4



 Exhibit 10.4 

ALLIED SPECIALTY VEHICLES, INC. 

2010 LONG-TERM INCENTIVE PLAN 

The Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of
Allied Specialty Vehicles, Inc. (fka “AIP/El Holdings, Inc.”), a Delaware corporation (the “Company”), effective as of April 19, 2010 (the “Effective Date”). 

ARTICLE 1  
 PURPOSE

 The purpose of the Plan is to attract and retain the services of key employees, key contractors, key consultants and Outside Directors of
the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of incentive stock options, non-qualified stock options, and other awards, whether granted singly, or in combination, or in
tandem, that will: 
  
 (a) increase the interest of such persons in the
Company’s welfare; 
 (b) furnish an incentive to such persons to continue their services for the Company; and 

(c) provide a means through which the Company may attract able persons as Employees, Contractors, Consultants and Outside Directors. 

ARTICLE 2  

DEFINITIONS 
 For the
purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: 
 2.1. “1934
Act” means the Securities Exchange Act of 1934. 
 2.2. “Affiliate” shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the 1934 Act. 
 2.3. “Award” means the grant of any Incentive Stock Option,
Nonqualified Stock Option, or Other Award, whether granted singly or m combination or in tandem (each individually referred to herein as an “Incentive”). 

2.4. “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant
of an Award. 
 2.5. “Award Period” means the period set forth in the Award Agreement during which one or more Incentives
granted under an Award may be exercised. 
 2.6. “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under
the 1934 Act. 







 2.7. “Board” means the board of directors of the Company. 

2.8. “Change in Control” means any of the following, except as otherwise provided herein: 

(a) any 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) representing 51% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or 
 (b) the following
individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date of this Plan, constitute the Board and any new director whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date of this Plan or whose
appointment, election or nomination for election was previously so approved or recommended; or 
 (c) there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty-one percent (51%) of the combined voting power of
the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (ii) 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 51% or more of the combined voting power of the Company’s then outstanding securities; or 

(d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty-one percent
(51%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. 

Notwithstanding the foregoing provisions of this Section 2.8, in the event an Award issued under the Plan is subject to Section 409A
of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” for purposes of such Award shall be the definition
provided for under Section 409A of the Code and the regulations or other guidance issued thereunder. 

  
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 2.9. “Code” means the Internal Revenue Code of 1986, as amended. 

2.10. “Committee” means the Compensation Committee of the Board, unless the Board appoints or designates a different
committee to administer the Plan in accordance with Article 3 of this Plan, or if no such committee is designated, means the Board. 
 2.11.
“Common Stock” means the common stock, par value $0.001 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the
Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan or the Amended and Restated Certificate of Incorporation of the Company. 

2.12. “Company” means Allied Specialty Vehicles, Inc. (fka “AIP/El Holdings, Inc.”), a Delaware corporation, and
any successor entity. 
 2.13. “Consultant” means any Person, other than an Employee or a Contractor, performing advisory
or consulting services for the Company or a Subsidiary, with or without compensation, provided that bona fide services must be rendered by such Person and such services shall not be rendered in connection with the offer or sale of securities
in a capital raising transaction. 
 2.14. “Contractor” means any Person, who is not an Employee or Consultant, performing
services for the Company or a Subsidiary, with compensation, pursuant to a written independent contractor agreement between such Person and the Company or a Subsidiary, provided that bona fide services must be rendered by such Person and such
services shall not be rendered in connection with the offer or sale of securities in a capital raising transaction. 
 2.15. “Date
of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement. 

2.16. “Employee” means a common law employee (as defined in accordance with the Regulations and Revenue Rulings then
applicable under Section 340l(c) of the Code) of the Company or any Subsidiary of the Company. 
 2.17. “Fair Market
Value” means, as of a particular date, (a) if the shares of Common Stock are listed on any established national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for
the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (b) if the shares of Common Stock are not
so listed but are quoted on the Nasdaq National Market System, the closing sales price per share of Common Stock on the Nasdaq National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (c) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported 

  
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by Nasdaq, or, if not reported by Nasdaq, by the National Quotation Bureau, Inc., or (d) if none of the above is applicable, such amount as may be determined by the Committee (acting on the
advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock. 

2.18. “Incentive” is defined in Section 2.3 hereof 

2.19. “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted
pursuant to this Plan. 
 2.20. “Independent Third Party” means an individual or entity independent of the Company having
experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third
Parties. 
 2.21. “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is
not an Incentive Stock Option. 
 2.22. “Option Price” means the price that must be paid by a Participant upon exercise of
a Stock Option to purchase a share of Common Stock. 
 2.23. “Other Award” means an Award issued pursuant to
Section 6.4 hereof 
 2.24. “Outside Director” means a director of the Company who is not an Employee or a Consultant.

 2.25. “Participant” means an Employee, Contractor, Consultant or Outside Director of the Company or a Subsidiary to whom
an Award is granted under this Plan. 
 2.26. “Person” shall have the meaning given in Section 3(a)(9) of the 1934
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the
Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company. 
 2.27. “Plan” means this Allied Specialty Vehicles, Inc.
2010 Long-Term Incentive Plan, as amended from time to time. 
 2.28. “Stock Option” means a Nonqualified Stock Option, a
Reload Stock Option or an Incentive Stock Option. 
 2.29. “Subsidiary” means (i) any corporation in an unbroken chain
of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other
corporations in the chain, (ii) any limited partnership, if the 

  
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Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal
and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed
in item (ii) above. “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies. 

2.30. “Termination of Service” occurs when a Participant who is (i) an Employee of the Company or any Subsidiary ceases
to serve as an Employee of the Company and its Subsidiaries, for any reason; (ii) an Outside Director of the Company or a Subsidiary ceases to serve as a director of the Company and its Subsidiaries for any reason; (iii) a Contractor of
the Company or a Subsidiary ceases to serve as a Contractor of the Company and its Subsidiaries for any reason; or (iv) a Consultant of the Company or a Subsidiary ceases to serve as a Consultant of the Company and its Subsidiaries for any
reason. Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes a Consultant, Contractor, or
Outside Director or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock
Option within the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.30, in
the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of
“Termination of Service” for purposes of such Award shall be the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder. 

2.31. “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the
Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or
mental condition resulting from bodily injury, disease, or mental disorder is prevented from performing his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical
reports or other evidence satisfactory to the Committee; provided that, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the
Code. Notwithstanding the foregoing provisions of this Section 2.31, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with
the requirements of Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the
regulations or other guidance issued thereunder. 

  
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 ARTICLE 3  

ADMINISTRATION 
 3.1.
General Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered by the Committee which shall consist of at least two (2) members. Any member of the Committee may be removed at
any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any time there is no Committee to administer the Plan, any references in this Plan to
the Committee shall be deemed to refer to the Board. 
 The Committee shall select one of its members to act as its Chairman. A majority of
the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee. 

3.2. Designation of Participants and Awards. 

(a) The Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall
set forth in each related Award Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The
Committee shall determine whether an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem (that is, a joint grant where exercise of one Incentive results in
cancellation of all or a portion of the other Incentive). Although the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions thereof, to be granted under the Plan to any
member of the Committee shall be made solely and exclusively by the other members of the Committee, or if such member is the only member of the Committee, by the Board. 

(b) Notwithstanding Section 3.2(a), the Board may, in its discretion and by a resolution adopted by the Board, authorize one or more
officers of the Company (an “Authorized Officer”) to (i) designate one or more Employees as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock that will
be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or
prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize an officer to designate himself as a recipient of any Award. 

3.3. Authority of the Committee. The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and
rescind any rules and regulations necessary or appropriate for the administration of the Plan, (iii) establish performance goals for an Award and certify the extent of their achievement, and (iv) make such other determinations or
certifications and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all
interested parties. The Committee’s discretion set forth herein 

  
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shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary. 

The Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under
the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee. 

With respect to restrictions in the Plan that are based on the requirements of Rule l 6b-3 promulgated under the 1934 Act, Section 422 of
the Code, Section 162(m) of the Code, Section 409A of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other applicable law, rule or restriction
(collectively, “applicable law”), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such mandated
restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards. 
 ARTICLE 4  

ELIGIBILITY 
 Any Employee
(including an Employee who is also a director or an officer of the Company), Contractor, Consultant or Outside Director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance
of the Company is eligible to participate in the Plan; provided that only Employees of the Company or its Subsidiaries shall be eligible to receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall not be
required to grant, an Award to any Employee, Contractor, Consultant or Outside Director of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a
greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards granted at different times need not contain similar provisions. The
Committee’s determinations under the Plan (including without limitation determinations of which Employees, Contractors, Consultants or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan. 

ARTICLE 5  
 SHARES
SUBJECT TO PLAN 
 5.1. Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number
of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is Thirty-Six Thousand (36,000) shares, one hundred percent (100%) of which may be delivered pursuant to Incentive Stock Options. Shares to be issued
may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times
reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan. 

  
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 5.2. Reuse of Shares. To the extent that any Award under this Plan shall be forfeited,
shall expire or be canceled, in whole or in part, then the number of shares of Common Stock covered by the Award or stock option so forfeited, expired or canceled may again be awarded pursuant to the provisions of this Plan. In the event that
previously acquired shares of Common Stock are delivered to the Company in full or partial payment of the exercise price for the exercise of a Stock Option granted under this Plan, the number of shares of Common Stock available for future Awards
under this Plan shall be reduced only by the net number of shares of Common Stock issued upon the exercise of the Stock Option. Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration shall be
counted against the maximum number of shares of Common Stock that may be issued under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock. Awards
will not reduce the number of shares of Common Stock that may be issued pursuant to this Plan if the settlement of the Award will not require the issuance of shares of Common Stock, as, for example, a stock appreciation right that can be satisfied
only by the payment of cash. Notwithstanding any provisions of the Plan to the contrary, only shares forfeited back to the Company, shares canceled on account of termination, expiration or lapse of an Award, shares surrendered in payment of the
exercise price of an option or shares withheld for payment of applicable employment taxes and/or withholding obligations resulting from the exercise of an option shall again be available for grant of Stock Options under the Plan, but shall not
increase the maximum number of shares described in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Stock Options. 

ARTICLE 6  
 GRANT OF
AWARDS 
 6.1. In General. The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award
Agreement setting forth the Incentive or Incentives being granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period, the Date of Grant, and such other terms, provisions,
limitations, and performance objectives, as are approved by the Committee, but not inconsistent with the Plan. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted
pursuant to this Plan must be granted within ten (10) years of the date of adoption of this Plan. The Plan shall be submitted to the Company’s stockholders for approval; however, the Committee may grant Awards under the Plan prior
to the time of stockholder approval. Any such Award granted prior to such stockholder approval shall be made subject to such stockholder approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to
disqualify the Participant from, receipt of any other Award under the Plan. 
 6.2. Option Price. The Option Price for any share of
Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common Stock may be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which may be
purchased under an Incentive Stock Option must be 

  
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 at least equal to the Fair Market Value of the share on the Date of Grant; if an Incentive Stock Option is
granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or
Subsidiary), the Option Price shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the Date of Grant. 

6.3. Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the
aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries) are exercisable for the first time by such Employee
during any calendar year to exceed One Hundred Thousand Dollars ($100,000). To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive
Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option. In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock
certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records. 
 6.4. Other
Awards. The Committee may grant to any Participant other forms of Awards, based upon, payable in, or otherwise related to, in whole or in part, shares of Common Stock, if the Committee determines that such other form of Award is consistent with
the purpose and restrictions of this Plan. The terms and conditions of such other form of Award shall be specified by the grant. Such Other Awards may be granted for no cash consideration, for such minimum consideration as may be required by
applicable law, or for such other consideration as may be specified by the grant. 
 6.5. Tandem Awards. The Committee may grant two
or more Incentives in one Award in the form of a “tandem Award,” so that the right of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example, if a Stock Option and a
stock appreciation right are issued in a tandem Award, and the Participant exercises the stock appreciation right with respect to one hundred (100) shares of Common Stock, the right of the Participant to exercise the related Stock Option shall
be canceled to the extent of one hundred (100) shares of Common Stock. 
 ARTICLE 7  

AWARD PERIOD; VESTING 

7.1. Award Period Subject to the other provisions of this Plan, the Committee may, in its discretion, provide that an Incentive may not
be exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided in the Award Agreement, an Incentive may be exercised in whole or in part at any time during its term. The
Award Period for an Incentive shall be reduced or terminated upon Termination of Service. No Incentive granted under the Plan may be exercised at any time after the end of its Award Period. No portion of any Incentive may be exercised after the
expiration of ten (10) years from its Date of Grant. However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined 

  
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 voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option
is granted to such Employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five (5) years from the Date of Grant. 

7.2. Vesting. The Committee, in its sole discretion, may determine that an Incentive will be immediately vested in whole or in part, or
that all or any portion may not be vested until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified events, subject in any case to the terms of the Plan. If the Committee imposes conditions upon
vesting, then, subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Incentive may be vested. 

ARTICLE 8 
 EXERCISE OR
CONVERSION OF INCENTIVE 
 8.1. In General. A vested Incentive may be exercised or converted, during its Award Period, subject to
limitations and restrictions set forth in the Award Agreement. 
 8.2. Securities Law and Exchange Restrictions. In no event may an
Incentive be exercised or shares of Common Stock be issued pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock exchange or interdealer quotation system or any registration under state or federal
securities laws required under the circumstances has not been accomplished. 
 8.3. Exercise of Stock Option. 

(a) In General. If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock
Option shall be restricted stock which is subject to the applicable provisions of the Plan and the Award Agreement. If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion,
accelerate the date on which all or any portion of the Stock Option may be exercised. The granting of a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option. 

(b) Notice and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be
exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date’’)
which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total
Option Price of the shares to be purchased, payable as provided in the Award Agreement, which may provide for payment in any one or more of the following ways: (a) cash or check, bank draft, or money order payable to the order of the Company,
(b) Common Stock (including restricted stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to
the Exercise Date, (c) by delivery (including by telephonic facsimile transmission) to the Company or its designated 

  
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agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of
the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in
any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock
issued upon the exercise of the Stock Option with an Option Price equal to the value of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. 

(c) [RESERVED] 
 (d) Issuance
of Certificate. Except as otherwise provided in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by
the Participant (or the person exercising the Participant’s Stock Option in the event of his or her death) at its principal business office promptly after the Exercise Date; provided that if the Participant has exercised an Incentive
Stock Option, the Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of the holding periods described in Section 422(a)(l) of the Code. The obligation of the
Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon
any securities exchange or inter- dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection
with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not reasonably acceptable to the Committee. 
 (e) Failure to Pay. Except as may otherwise be
provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common Stock may
be extinguished by the Company. 
 8.4. Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon
exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares of Common Stock to the
Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms of such disposition.
A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code. 

  
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 ARTICLE 9  

AMENDMENT OR DISCONTINUANCE 

Subject to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the
Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation
system on which the Common Stock is listed or traded or (ii) in order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 162(m), 409A, 421, and 422 of the Code, including any successors to such Sections,
shall be effective unless such amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon. Any such amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to
any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan shall,
upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the
contrary, unless required by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive theretofore granted under the Plan
without the consent of the affected Participant. 
 ARTICLE 10 

TERM 
 The Plan shall be
effective from the date that this Plan is approved by the Board. Unless sooner terminated by action of the Board, the Plan will terminate on April 18, 2020, but Incentives granted before that date will continue to be effective in accordance
with their terms and conditions. 
 ARTICLE 11  

CAPITAL ADJUSTMENTS 
 In
the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering,
reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent the dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be
made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, and (iii) the Option Price of each outstanding Award. In lieu of the foregoing, if deemed
appropriate, the Committee may make provision for a cash payment to the 

  
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holder of an outstanding Award. Notwithstanding the foregoing, no such adjustment or cash payment shall be made or authorized to the extent that such adjustment or cash payment would cause the
Plan or any Stock Option to violate Section 422 of the Code. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject. 

Upon the occurrence of any such adjustment or cash payment, the Company shall provide notice to each affected Participant of its computation
of such adjustment or cash payment which shall be conclusive and shall be binding upon each such Participant. 
 ARTICLE 12  

RECAPITALIZATION, MERGER AND CONSOLIDATION 

12.1. No Effect on Company’s Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any way
the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any Change in Control, or any merger
or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the
dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 

12.2. Conversion of Incentives Where Company Survives. Subject to any required action by the stockholders and except as otherwise
provided by Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, if the Company shall be the surviving or resulting corporation in any merger,
consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Incentive would
have been entitled. 
 12.3. Exchange or Cancellation of Incentives Where Company Does Not Survive. Except as otherwise provided by
Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event of any merger, consolidation or share exchange pursuant to which the Company is not the
surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash,
property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter
exercisable for such stock, securities, cash, or property in accordance with their terms. 
 12.4. Cancellation of Incentives.
Notwithstanding the provisions of Sections 12.2 and 12.3 hereof, and except as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, all Incentives granted hereunder may be canceled
by the Company, in its sole discretion, as of the effective date of any Change in 

  
 13 








 Control, merger, consolidation or share exchange, or any issuance of bonds, debentures, preferred or preference
stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of the Company, or of any dissolution or
liquidation of the Company, by either: 
 (a) giving notice to each Participant or his/her personal representative of the Company’s
intention to cancel those Incentives for which the issuance of shares of Common Stock involved payment by the Participant for such shares and, permitting the purchase, during the five (5) day period preceding the effective date of such
cancellation, of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Board’s discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or 

(b) in the case of Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the
Participant, settled in shares of Common Stock, paying such Participant an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the price per
share of such Incentive to be paid by the Participant (hereinafter the “Spread’), multiplied by the number of shares subject to the Incentive. In estimating the Spread, appropriate adjustments to give effect to the existence of the
Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining
the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock
upon a distribution and liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before such liquidation could be completed. 

(c) An Award that by its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for
purposes of Section 12.4(a) hereof 
 ARTICLE 13  

LIQUIDATION OR DISSOLUTION 

Subject to Section 12.4 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain
unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company which such
Participant would have been entitled to receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each
share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding
the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment in accordance with the provisions of Article 11 hereof. 

  
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 ARTICLE 14  

INCENTIVES IN SUBSTITUTION FOR 

INCENTIVES GRANTED BY OTHER ENTITIES 

Incentives may be granted under the Plan from time to time in substitution for similar instruments held by employees, consultants, contractors
or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Contractors, Consultants or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the
employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and conditions of the substitute
Incentives so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Incentives in substitution for
which they are granted. 
 ARTICLE 15  

MISCELLANEOUS PROVISIONS 
  

15.1. Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, such
evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution. 

15.2. No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any
right with respect to continuance of employment by the Company or any Subsidiary. 
 15.3. Indemnification of Board and Committee. No
member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to
the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination, or interpretation. 
 15.4. Effect of the Plan. Neither the adoption of this
Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein. 
 15.5.
Compliance With Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a
violation by the 

  
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 Participant or the Company of any provisions of any law or regulation of any governmental authority or any
national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act and Section 162(m) of the Code); and, as a condition
of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan,
the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. 
 15.6. Tax Requirements. The Company or, if applicable, any Subsidiary (for purposes of this
Section 15.6, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other
taxes required by law to be withheld in connection with an Award granted under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of
any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to the Award. Such payments shall be required to be made when requested by Company and may be required to be made prior to the
delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals the required tax withholding obligations of the Company; (ii) if the Company, in
its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise,
which shares so delivered have an aggregate Fair Market Value that equals the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be
delivered upon the exercise of the Award, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in
its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax requirements or provisions that the Committee deems
necessary or desirable. 
 15.7. Assignability. Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or
otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each
Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation contained in the
preceding sentences of this Section 15.7 that is not required for compliance with Section 422 of the Code. 
 Except as otherwise
provided herein, Nonqualified Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution. The Committee may, in its discretion, authorize all
or a portion of a Nonqualified Stock Option to be granted to a Participant on terms which permit transfer by 

  
 16 








 such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant
(“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or
(2) entities which are controlled by Immediate Family Members, (iv) an entity exempt from federal income tax pursuant to Section 50l(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income
fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option is
granted must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Nonqualified Stock Options shall be prohibited except those by will
or the laws of descent and distribution. Following any transfer, any such Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of
Articles 8, 9, 11, 13 and 15 hereof the term “Participant” shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original Participant, following which the
Nonqualified Stock Options shall be exercisable or convertible by the transferee only to the extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee of a
Nonqualified Stock Option of any expiration, termination, lapse or acceleration of such Stock Option. The Company shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued
under a Nonqualified Stock Option that has been transferred by a Participant under this Section 15.7. 
 15.8. Use of Proceeds.
Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the Company. 

15.9. Legend. In the event the Company physically transfers certificates representing shares of restricted stock to a Participant, each
certificate representing such shares of restricted stock shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be
surrendered upon demand by the Company and so endorsed): 
 On the face of the certificate: 

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate. “ 

On the reverse: 
 “The
shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan, a copy of which is on file at the principal office of the Company in
New York, New York. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound
by all of the provisions of said Plan.” 

  
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 The following legend shall be inserted on a certificate evidencing Common Stock issued under the
Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: 
 “Shares of
stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities
laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with
such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.” 
 A copy of this Plan shall be
kept on file in the principal office of the Company in New York, New York. 
 Remainder of page intentionally left blank. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of
April 19, 2010, by its President and Secretary pursuant to prior action taken by the Board of the Company. 
  

					
	ALLIED SPECIALTY VEHICLES, INC.
		
	By:	 	/s/ Authorized Signatory
		 	Name:	 	Authorized Signatory
		 	Title:	 	Authorized Signatory


  

					
		 	Attest:
		
	By:	 	/s/ Authorized Signatory
		 	Name:	 	Authorized Signatory
		 	Title:	 	Authorized Signatory


  
 19