Exhibit 10.1


 


IDW MEDIA
HOLDINGS, INC.


2009 STOCK OPTION AND INCENTIVE PLAN


 


(Amended and Restated on October 6, 2016)


 


1. Purpose; Types
of Awards; Construction.


 


The purpose of the IDW Media
Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan”) is to provide incentives to executive officers, employees,
directors and consultants of IDW Media Holdings, Inc. (the “Company”), or any subsidiary of the Company which now exists
or hereafter is organized or acquired by the Company, to acquire a proprietary interest in the Company, to continue as officers,
employees, directors or consultants, to increase their efforts on behalf of the Company and to promote the success of the Company’s
business. The provisions of the Plan are intended to satisfy the requirements of Section 16(b) of the Securities Exchange Act of
1934, as amended, and of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be interpreted in a manner
consistent with the requirements thereof.


 


2. Definitions.


 


As used in this Plan, the following words and phrases
shall have the meanings indicated:


 


(a)
“Agreement” shall mean a written agreement entered into between the Company and a Grantee in connection with an
award under the Plan.


 


(b) “Board”
shall mean the Board of Directors of the Company.


 


(c) “Change in Control” means a change
in ownership or control of the Company effected through either of the following:


 


(i) any
“person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company, (B) any
trustee or other fiduciary holding securities under an employee benefit plan of the Company, (C) any corporation or other entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common
stock, or (D) any person who, immediately prior to the Initial Public Offering, owned more than 25% of the combined voting power
of the Company’s then outstanding voting securities), is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), 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 any of its affiliates other than in connection with the
acquisition by the Company or its affiliates of a business) representing 25% or more of the combined voting power of the Company’s
then outstanding voting securities; or


 


(ii) during
any period of not more than two consecutive years, not including any period prior to the initial adoption of this Plan by the Board,
individuals who at the beginning of such period constitute the Board, and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election contest, including, but not limited to a consent solicitation,
relating to the election of directors of the Company) whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof.


 


(d) “Class A Common Stock” shall mean
shares of Class A Common Stock, par value $.01 per share, of the Company.


 


(e) “Class B Common Stock” shall mean
shares of Class B Common Stock, par value $.01 pershare, of the Company.


 




     


     


    


 


(f)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(g)
“Committee” shall mean the Compensation Committee of the Board or such other committee as the Board may designate
from time to time to administer the Plan.


 


(h) “Common Stock”
shall mean shares of Common Stock, par value $.01 per share, of the Company.


 


(i) “Company” shall
mean IDW Media Holdings, Inc., a corporation incorporated under the laws ofthe State of Delaware, or any successor corporation.


 


(j) “Continuous Service” means that
the provision of services to the Company or a Related Entity in any capacity of officer, employee, director or consultant is
not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved leave
of absence, (ii) transfers between locations of the Company or among the Company, any Related Entity or any successor in any
capacity of officer, employee, director or consultant, or (iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of officer, employee, director or consultant (except as otherwise
provided in the applicable Agreement). An approved leave of absence shall include sick leave, maternity leave, military leave
(including without limitation service in the National Guard or the Army Reserves) or any other personal leave approved by the
Committee. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days unless reemployment upon
expiration of such leave is guaranteed by statute or contract.


 


(k) “Corporate
Transaction” means any of the following transactions:


 


(i) a
merger or consolidation of the Company with any other corporation or other entity, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving or parent entity) 80% or more of the combined voting
power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation
or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person”
(as defined in the Exchange Act) acquired 25% or more of the combined voting power of the Company’s then outstanding securities;
or


 


(ii) a
plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially
all of its assets (or any transaction having a similar effect).


 


(l) “Deferred Stock Units” mean a
Grantee’s rights to receive shares of Class A Common Stock or Class B Common Stock, as applicable, on a deferred basis,
subject to such restrictions, forfeiture provisions and other terms and conditions as shall be determined by the
Committee.


 


(m) “Disability” shall mean a
Grantee’s inability to perform his or her duties with the Company or any of its affiliates by reason of any medically
determinable physical or mental impairment, as determined by a physician selected by the Grantee and acceptable to the
Company.


 


(n) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(o) “Fair Market
Value” per share as of a particular date shall mean (i) the closing sale price per share of Class A Common Stock or
Class B Common Stock, as applicable, on the national securities exchange on which the Class A Common Stock or Class B Common
Stock, as applicable, is principally traded for the last preceding date on which there was a sale of such Class A Common
Stock or Class B Common Stock, as applicable, on such exchange, or (ii) if the shares of Class A Common Stock or Class B
Common Stock, as applicable, are then traded in an over-the-counter market, the average of the closing bid and asked prices
for the shares of Class A Common Stock or Class B Common Stock, as applicable, in such over-the-counter market for the last
preceding date on which there was a sale of such Class A Common Stock or Class B Common Stock, as applicable, in such market,
or (iii) if the shares of Class A Common Stock or Class B Common Stock, as applicable, are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall
determine.


 






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(p) “Grantee”
shall mean a person who receives a grant of Options, Stock Appreciation Rights, Limited Rights, Deferred Stock Units or Restricted
Stock under the Plan.


 


(q) “Incentive
Stock Option” shall mean any option intended to be, and designated as, an incentive stock option within the meaning of Section
422 of the Code.


 


(r) “Insider”
shall mean a Grantee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.


 


(s) “Insider
Trading Policy” shall mean the Insider Trading Policy of the Company, as may be amended from time to time.


 


(t) “Limited
Right” shall mean a limited stock appreciation right granted pursuant to Section 10 of the Plan.


 


(u) “Nonqualified
Stock Option” shall mean any option not designated as an Incentive Stock Option.


 


(v) “Option”
or “Options” shall mean a grant to a Grantee of an option or options to purchase shares of Class A Common Stock or
Class B Common Stock, as applicable,.


 


(w) “Option
Agreement” shall have the meaning set forth in Section 6 of the Plan.


 


(x) “Option
Price” shall mean the exercise price of the shares of Class A Common Stock or Class B Common Stock, as applicable, covered
by an Option.


 


(y) “Parent”
shall mean any company (other than the Company) in an unbroken chain of companies ending with the Company if, at the time of granting
an award under the Plan, each of the companies other than the Company owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other companies in such chain.


 


(z) “Plan”
means this IDW Media Holdings, Inc. 2009 Stock Option and Incentive Plan, as amended or restated from time to time.


 


(aa) “Related Entity” means
any Parent, Subsidiary or any business, corporation, partnership, limited liability company or other entity in which the Company,
a Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly.


 


(bb) “Related Entity Disposition”
means the sale, distribution or other disposition by the Company of all or substantially all of the Company’s interest in
any Related Entity effected by a sale, merger or consolidation or other transaction involving such Related Entity or the sale of
all or substantially all of the assets of such Related Entity.


 


(cc) “Restricted Period” shall have
the meaning set forth in Section 11(b) of the Plan.


 


(dd) “Restricted Stock”
means shares of Class A Common Stock or Class B Common Stock, as applicable, issued under the Plan to a Grantee for such consideration,
if any, and subject to such restrictions on transfer, rights of refusal, repurchase provisions, forfeiture provisions and other
terms and conditions as shall be determined by the Committee.


 


(ee) “Retirement” shall
mean a Grantee’s retirement in accordance with the terms of any tax-qualified retirement plan maintained by the Company or
any of its affiliates in which the Grantee participates.


 


(ff) “Rule 16b-3”
shall mean Rule 16b-3, as from time to time in effect, promulgated under the Exchange Act, including any successor to such Rule.


 






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(gg)
“Stock Appreciation Right” shall mean the right, granted to a Grantee under Section 9 of the Plan, to be paid an amount
measured by the appreciation in the Fair Market Value of a share of Class A Common Stock or Class B Common Stock, as applicable,
from the date of grant to the date of exercise of the right, with payment to be made in cash or Class A Common Stock or Class
B Common Stock, as applicable,, as specified in the award or determined by the Committee.


 


(hh) “Subsidiary”
shall mean any company (other than the Company) in an unbroken chain of companies beginning with the Company if each of the companies
other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other companies in such chain.


 


(ii) “Tax Event” shall have the meaning
set forth in Section 17 of the Plan.


 


(jj) “Ten Percent Stockholder”
shall mean a Grantee who at the time an Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary.


 


3. Administration.


 


(a) The Plan shall be administered
by the Committee, the members of which may be composed of (i) “non-employee directors” under Rule 16b-3 and “outside
directors” under Section 162(m) of the Code, or (ii) any other members of the Board.


 


(b) The Committee shall have the authority in
its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to
exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to grant Options, Stock Appreciation Rights, Limited
Rights, Deferred Stock Units and Restricted Stock; to determine which options shall constitute Incentive Stock Options and
which Options shall constitute Nonqualified Stock Options; to determine which Options (if any) shall be accompanied by
Limited Rights; to determine the purchase price of the shares of Class A Common Stock or Class B Common Stock, as applicable,
covered by each Option; to determine the persons to whom, and the time or times at which awards shall be granted; to
determine the number of shares to be covered by each award; to interpret the Plan and any award under the Plan; to reconcile
any inconsistent terms in the Plan or any award under the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Agreements (which need not be identical) and to cancel or
suspend awards, as necessary; and to make all other determinations deemed necessary or advisable for the administration of
the Plan.


 


(c) All decisions, determination and
interpretations of the Committee shall be final and binding on all Grantees of any awards under this Plan. No member of the
Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any
award granted hereunder.


 


(d) The Committee may delegate to one or more
executive officers of the Company the authority to (i) grant awards under the Plan to employees of the Company and its
Subsidiaries who are not officers or directors of the Company, (ii) execute and deliver documents or take such other
ministerial actions on behalf of the Committee with respect to awards and (iii) to make interpretations of the Plan. The
grant of authority in this Section 3(d) shall be subject to such conditions and limitations as may be determined by the
Committee. If the Committee delegates authority to any such executive officer or executive officers of the Company pursuant
to this Section 3(d), and such executive officer or executive officers grant awards pursuant to such delegated authority,
references in this Plan to the “Committee” as they relate to such awards shall be deemed to refer to such
executive officer or executive officers, as applicable.


 






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4. Eligibility.


 


Awards may be granted
to executive officers, employees, directors and consultants of the Company or of any Subsidiary. In determining the persons to
whom awards shall be granted and the number of shares to be covered by each award, the Committee shall take into account the duties
of the respective persons, their present and potential contributions to the success of the Company
and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.


 


 5. Stock.


 


(a) The
maximum number of shares of Class A Common Stock reserved for the grant of awards under the Plan shall be zero (0), subject to
adjustment as provided in Section 13 of the Plan. Such shares may, in whole or in part, be authorized but unissued shares or shares
that shall have been or may be reacquired by the Company.


 


(b) The
maximum number of shares of Class B Common Stock reserved for the grant of awards under the Plan shall be two hundred eighty-five
thousand eight hundred sixty (285,860) , subject to adjustment as provided in Section 13 of the Plan. Such shares may, in whole
or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company.


 


(c) If
any outstanding award under the Plan should, for any reason expire, be canceled or be forfeited (other than in connection with
the exercise of a Stock Appreciation Right or a Limited Right), without having been exercised in full, the shares of Class A Common
Stock or Class B Common Stock, as applicable, allocable to the unexercised, canceled or terminated portion of such award shall
(unless the Plan shall have been terminated) become available for subsequent grants of awards under the Plan, unless otherwise
determined by the Committee.


 


 6. Terms and Conditions of Options.


 


(a) OPTION
AGREEMENT. Each Option granted pursuant to the Plan shall be evidenced by a written agreement between the Company and the Grantee
(the “Option Agreement”), in such form and containing such terms and conditions as the Committee shall from time to
time approve, which Option Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically
provided in such Option Agreement. For purposes of interpreting this Section 6, a director’s service as a member of the Board
or a consultant’s service shall be deemed to be employment with the Company.


 


(b) NUMBER
OF SHARES. Each Option Agreement shall state the number of shares of Class A Common Stock or Class B Common Stock, as applicable,
to which the Option relates.


 


(c) TYPE
OF OPTION. Each Option Agreement shall specifically state that the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option. In the absence of such designation, the Option will be deemed to be a Nonqualified Stock Option.


 


(d) OPTION
PRICE. Each Option Agreement shall state the Option Price, which, in the case of an Incentive Stock Option, shall not be less than
one hundred percent (100%) of the Fair Market Value of the shares of Class A Common Stock or Class B Common Stock, as applicable,
covered by the Option on the date of grant. The Option Price shall be subject to adjustment as provided in Section 13 of the Plan.


 


(e) MEDIUM
AND TIME OF PAYMENT. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Class A Common Stock
or Class B Common Stock, as applicable, having a Fair Market Value equal to such Option Price or in a combination of cash and Class
A Common Stock or Class B Common Stock, as applicable, including a cashless exercise procedure through a broker-dealer; provided,
however, that in the case of an Incentive Stock Option, the medium of payment shall be determined at the time of grant and set
forth in the applicable Option Agreement.


 


(f) TERM
AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall provide the exercise schedule for the Option as determined by the Committee,
provided, that, the Committee shall have the authority to accelerate the exercisability of any outstanding option at such time
and under such circumstances as it, in its sole discretion, deems appropriate. The exercise period will be ten (10) years from
the date of the grant of the option unless otherwise determined by the Committee; provided, however, that in the case of an Incentive
Stock Option, such exercise period shall not exceed ten (10) years from the date of grant of such Option. The exercise period
shall be subject to earlier termination as provided in Sections 6(g) and 6(h) of the Plan. An Option may be exercised, as to any
or all full shares of Class A Common Stock or Class B Common Stock, as applicable, as to which the Option has become exercisable,
by written notice delivered in person or by mail to the administrator designated by the Company, specifying the number of shares
of Class A Common Stock or Class B Common Stock, as applicable, with respect to which the Option is being exercised.


 






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(g) TERMINATION.
Except as provided in this Section 6(g) and in Section 6(h) of the Plan, an Option may not be exercised unless the Grantee is then
in the employ of or maintaining a director or consultant relationship with the Company or a Subsidiary thereof (or a company or
a Parent or Subsidiary of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies),
and unless the Grantee has remained in Continuous Service with the Company or any Subsidiary since the date of grant of the Option.
In the event that the employment or consultant relationship of a Grantee shall terminate (other than by reason of death, Disability
or Retirement), all Options of such Grantee that are exercisable at the time of Grantee’s termination may, unless earlier
terminated in accordance with their terms, be exercised within one hundred eighty (180 ) days after the date of termination (or
such different period as the Committee shall prescribe).


 


(h) DEATH,
DISABILITY OR RETIREMENT OF GRANTEE. If a Grantee shall die while employed by, or maintaining a director or consultant relationship
with, the Company or a Subsidiary thereof, or within thirty (30) days after the date of termination of such Grantee’s employment,
director or consultant relationship (or within such different period as the Committee may have provided pursuant to Section 6(g)
of the Plan), or if the Grantee’s employment, director or consultant relationship shall terminate by reason of Disability,
all Options theretofore granted to such Grantee (to the extent otherwise exercisable) may, unless earlier terminated in accordance
with their terms, be exercised by the Grantee or by the Grantee’s estate or by a person who acquired the right to exercise
such Options by bequest or inheritance or otherwise by result of death or Disability of the Grantee, at any time within one hundred
eighty (180) days after the death or Disability of the Grantee (or such different period as the Committee shall prescribe). In
the event that an Option granted hereunder shall be exercised by the legal representatives of a deceased or former Grantee, written
notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such
legal representative to exercise such Option. In the event that the employment or consultant relationship of a Grantee shall terminate
on account of such Grantee’s Retirement, all Options of such Grantee that are exercisable at the time of such Retirement
may, unless earlier terminated in accordance with their terms, be exercised at any time within one hundred eighty (180) days after
the date of such Retirement (or such different period as the Committee shall prescribe).


 


(i) OTHER
PROVISIONS. The Option Agreements evidencing awards under the Plan shall contain such other terms and conditions not inconsistent
with the Plan as the Committee may determine.


 


7. Nonqualified
Stock Options.


 


Options
granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject only to the general
terms and conditions specified in Section 6 of the Plan.


 


8. Incentive Stock
Options.


 


Options granted pursuant to this
Section 8 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions,
in addition to the general terms and conditions specified in Section 6 of the Plan:


 


(a) LIMITATION ON VALUE OF SHARES. To the
extent that the aggregate Fair Market Value of shares of Class A Common Stock or Class B Common Stock, as applicable, subject
to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar
year (under all plans of the Company or any Subsidiary) exceeds $100,000, such excess Options, to the extent of the shares
covered thereby in excess of the foregoing limitation, shall be treated as Nonqualified Stock Options. For this purpose,
Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the
shares of Class A Common Stock or Class B Common Stock, as applicable, shall be determined as of the date that the Option
with respect to such shares was granted.


 



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(b)
TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, (i) the Option Price
shall not be less than one hundred ten percent (110%) of the Fair Market Value of the shares of Class A Common Stock or Class
B Common Stock, as applicable, on the date of grant of such Incentive Stock Option, and (ii) the exercise period shall not
exceed five (5) years from the date of grant of such Incentive Stock Option.


 


9.
Stock Appreciation Rights.


 


The
Committee shall have authority to grant a Stock Appreciation Right, either alone or in tandem with any Option. A Stock Appreciation
Right granted in tandem with an Option shall, except as provided in this Section 9 or as may be determined by the Committee, be
subject to the same terms and conditions as the related Option. Each Stock Appreciation Right granted pursuant to the Plan shall
be evidenced by a written Agreement between the Company and the Grantee in such form as the Committee shall from time to time
approve, which Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically
provided in such Agreement:


 


(a)
TIME OF GRANT. A Stock Appreciation Right may be granted at such time or times as may be determined by the Committee.


 


(b)
PAYMENT. A Stock Appreciation Right shall entitle the holder thereof, upon exercise of the Stock Appreciation Right or any portion
thereof, to receive payment of an amount computed pursuant to Section 9(d) of the Plan.


 


(c)
EXERCISE. A Stock Appreciation Right shall be exercisable at such time or times and only to the extent determined by the Committee,
and will not be transferable. A Stock Appreciation Right granted in connection with an Incentive Stock Option shall be exercisable
only if the Fair Market Value of a share of Class A Common Stock or Class B Common Stock, as applicable, on the date of exercise
exceeds the purchase price specified in the related Incentive Stock Option. Unless otherwise approved by the Committee, no Grantee
shall be permitted to exercise any Stock Appreciation Right during the period beginning two weeks prior to the end of each of
the Company’s fiscal quarters and ending on the second business day following the day on which the Company releases to the
public a summary of its fiscal results for such period.


 


(d)
AMOUNT PAYABLE. Upon the exercise of a Stock Appreciation Right, the Optionee shall be entitled to receive an amount determined
by multiplying (i) the excess of the Fair Market Value of a share of Class A Common Stock or Class B Common Stock, as applicable,
on the date of exercise of such Stock Appreciation Right over the exercise or other base price of the Stock Appreciation Right
or, if applicable, the Option Price of the related Option, by (ii) the number of shares of Class A Common Stock or Class B Common
Stock, as applicable, as to which such Stock Appreciation Right is being exercised.


 


(e)
TREATMENT OF RELATED OPTIONS AND STOCK APPRECIATION RIGHTS UPON EXERCISE. Upon the exercise of a Stock Appreciation Right, the
related Option, if any, shall be canceled to the extent of the number of shares of Class A Common Stock or Class B Common Stock,
as applicable, as to which the Stock Appreciation Right is exercised. Upon the exercise or surrender of an option granted in connection
with a Stock Appreciation Right, the Stock Appreciation Right shall be canceled to the extent of the number of shares of Class
A Common Stock or Class B Common Stock, as applicable, as to which the Option is exercised or surrendered.


 


(f)
METHOD OF EXERCISE. Stock Appreciation Rights shall be exercised by a Grantee only by a written notice delivered to the Company
in accordance with procedures specified by the Company from time to time. Such notice shall state the number of shares of Class
A Common Stock or Class B Common Stock, as applicable, with respect to which the Stock Appreciation Right is being exercised.
A Grantee may also be required to deliver to the Company the underlying Agreement evidencing the Stock Appreciation Right being
exercised and any related Option Agreement so that a notation of such exercise may be made thereon, and such Agreements shall
then be returned to the Grantee.


 




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(g)
FORM OF PAYMENT. Payment of the amount determined under Section 9(d) of the Plan may be made solely in whole shares of Class
A Common Stock or Class B Common Stock, as applicable, in a number based upon their Fair Market Value on the date of exercise
of the Stock Appreciation Right or, alternatively, at the sole discretion of the Committee, solely in cash, or in a
combination of cash and shares of Class A Common Stock or Class B Common Stock, as applicable, as the Committee deems
advisable. If the Committee decides to make full payment in shares of Class A Common Stock or Class B Common Stock, as
applicable, and the amount payable results in a fractional share, payment for the fractional share will be made in
cash.


 


10.
Limited Stock Appreciation Rights.


 


The
Committee shall have authority to grant a Limited Right, either alone or in tandem with any Option. Each Limited Right granted
pursuant to the Plan shall be evidenced by a written Agreement between the Company and the Grantee in such form as the Committee
shall from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions, unless
otherwise specifically provided in such Agreement:


 


(a)
TIME OF GRANT. A Limited Right may be granted at such time or times as may be determined by the Committee.


 


(b)
EXERCISE. A Limited Right may be exercised only (i) during the ninety-day period following the occurrence of a Change in
Control or (ii) immediately prior to the effective date of a Corporate Transaction. A Limited Right shall be exercisable at
such time or times and only to the extent determined by the Committee, and will not be transferable except to the extent any
related Option is transferable or as otherwise determined by the Committee. A Limited Right granted in connection with an
Incentive Stock Option shall be exercisable only if the Fair Market Value of a share of Class A Common Stock or Class B
Common Stock, as applicable, on the date of exercise exceeds the purchase price specified in the related Incentive Stock
Option.


 


(c)
AMOUNT PAYABLE. Upon the exercise of a Limited Right, the Grantee thereof shall receive in cash whichever of the following
amounts is applicable:


 


(i)
in the case of the realization of Limited Rights by reason of an acquisition of common stock described in clause (i) of the definition
of “Change in Control” (Section 2(c) above), an amount equal to the Acquisition Spread as defined in Section 10(d)(ii)
below; or


 


(ii)
in the case of the realization of Limited Rights by reason of stockholder approval of an agreement or plan described in clause
(i) of the definition of “Corporate Transaction” (Section 2(j) above), an amount equal to the Merger Spread as defined
in Section 10(d)(iv) below; or


 


(iii)
in the case of the realization of Limited Rights by reason of the change in composition of the Board described in clause (ii)
of the definition of “Change in Control” or stockholder approval of a plan or agreement described in clause (ii) of
the definition of Corporate Transaction, an amount equal to the Spread as defined in Section 10(d)(v) below.


 


Notwithstanding
the foregoing provisions of this Section 10(c) (or unless otherwise approved by the Committee), in the case of a Limited Right
granted in respect of an Incentive Stock Option, the Grantee may not receive an amount in excess of the maximum amount that will
enable such option to continue to qualify under the Code as an Incentive Stock Option.


 


(d)
DETERMINATION OF AMOUNTS PAYABLE. The amounts to be paid to a Grantee pursuant to Section 10 (c) shall be determined as
follows:


 


(i)
The term “Acquisition Price per Share” as used herein shall mean, with respect to the exercise of any Limited Right
by reason of an acquisition of common stock described in clause (i) of the definition of Change in Control, the greatest of (A)
the highest price per share shown on the Statement on Schedule 13D or amendment thereto filed by the holder of 25% or more of
the voting power of the Company that gives rise to the exercise of such Limited Right, (B) the highest price paid in any tender
or exchange offer which is in effect at any time during the ninety-day period ending on the date of exercise of the Limited Right,
or (C) the highest Fair Market Value per share of common stock during the ninety day period ending on the date the Limited Right
is exercised.


  




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(ii)
The term “Acquisition Spread” as used herein shall mean an amount equal to the product computed by multiplying (A)
the excess of (1) the Acquisition Price per Share over (2) the exercise or other base price of the Limited Right or, if applicable,
the Option Price per share of common stock at which the related Option is exercisable, by (B) the number of shares of common stock
with respect to which such Limited Right is being exercised.


 


(iii)
The term “Merger Price per Share” as used herein shall mean, with respect to the exercise of any Limited Right by
reason of stockholder approval of an agreement described in clause (i) of the definition of Corporate Transaction, the greatest
of (A) the fixed or formula price for the acquisition of shares of common stock specified in such agreement, if such fixed or
formula price is determinable on the date on which such Limited Right is exercised, (B) the highest price paid in any tender or
exchange offer which is in effect at any time during the ninety-day period ending on the date of exercise of the Limited Right,
(C) the highest Fair Market Value per share of common stock during the ninety-day period ending on the date on which such Limited
Right is exercised.


 


(iv)
The term “Merger Spread” as used herein shall mean an amount equal to the product. computed by multiplying (A) the
excess of (1) the Merger Price per Share over (2) the exercise or other base price of the Limited Right or, if applicable, the
Option Price per share of common stock at which the related Option is exercisable, by (B) the number of shares of common stock
with respect to which such Limited Right is being exercised.


 


(v)
The term “Spread” as used herein shall mean, with respect to the exercise of any Limited Right by reason of a change
in the composition of the Board described in clause (ii) of the definition of Change in Control or stockholder approval of a plan
or agreement described in clause (ii) of the definition of Corporate Transaction, an amount equal to the product computed by multiplying
(i) the excess of (A) the greater of (1) the highest price paid in any tender or exchange offer which is in effect at any time
during the ninety-day period ending on the date of exercise of the Limited Right or (2) the highest Fair Market Value per share
of common stock during the ninety day period ending on the date the Limited Right is exercised over (B) the exercise or other
base price of the Limited Right or, if applicable, the Option Price per share of common stock at which the related Option is exercisable,
by (ii) the number of shares of common stock with respect to which the Limited Right is being exercised.


 


(e)
TREATMENT OF RELATED OPTIONS AND LIMITED RIGHTS UPON EXERCISE. Upon the exercise of a Limited Right, the related Option, if any,
shall cease to be exercisable to the extent of the shares of Class A Common Stock or Class B Common Stock, as applicable, with
respect to which such Limited Right is exercised but shall be considered to have been exercised to that extent for purposes of
determining the number of shares of Class A Common Stock or Class B Common Stock, as applicable, available for the grant of future
awards pursuant to this Plan. Upon the exercise or termination of a related Option, if any, the Limited Right with respect to
such related Option shall terminate to the extent of the shares of Class A Common Stock or Class B Common Stock, as applicable,
with respect to which the related Option was exercised or terminated.


 


(f)
METHOD OF EXERCISE. To exercise a Limited Right, the Grantee shall (i) deliver written notice to the Company specifying the number
of shares of Class A Common Stock or Class B Common Stock, as applicable, with respect to which the Limited Right is being exercised,
and (ii) if requested by the Committee, deliver to the Company the Agreement evidencing the Limited Rights being exercised and,
if applicable, the Option Agreement evidencing the related Option; the Company shall endorse thereon a notation of such exercise
and return such Agreements to the Grantee. The date of exercise of a Limited Right that is validly exercised shall be deemed to
be the date on which there shall have been delivered the instruments referred to in the first sentence of this paragraph (f).


 




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11.
Restricted Stock.


 


The
Committee may award shares of Restricted Stock to any eligible employee, director or consultant of the Company or of any Subsidiary.
Each award of Restricted Stock under the Plan shall be evidenced by a written Agreement between the Company and the Grantee, in
such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following
terms and conditions, unless otherwise specifically provided in such Agreement:


 


(a)
NUMBER OF SHARES. Each Agreement shall state the number of shares of Restricted Stock to be subject to an award.


 


(b)
RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for such period as the Committee shall determine from the date on which
the award is granted (the “Restricted Period”). The Committee may also impose such additional or alternative restrictions
and conditions on the shares as it deems appropriate including, but not limited to, the satisfaction of performance criteria.
Such performance criteria may include sales, earnings before interest and taxes, return on investment, earnings per share, any
combination of the foregoing or rate of growth of any of the foregoing, as determined by the Committee. The Company may, at its
option, maintain issued shares in book entry form. Certificates, if any, for shares of stock issued pursuant to Restricted Stock
awards shall bear an appropriate legend referring to such restrictions, and any attempt to dispose of any such shares of stock
in contravention of such restrictions shall be null and void and without effect. During the Restricted Period, any such certificates
shall be held in escrow by an escrow agent appointed by the Committee. In determining the Restricted Period of an award, the Committee
may provide that the foregoing restrictions shall lapse with respect to specified percentages of the awarded shares on successive
anniversaries of the date of such award.


 


(c)
FORFEITURE. Subject to such exceptions as may be determined by the Committee, if the Grantee’s Continuous Service with the
Company or any Subsidiary shall terminate for any reason prior to the expiration of the Restricted Period of an award, any shares
remaining subject to restrictions (after taking into account the provisions of Subsection (e) of this Section 11) shall thereupon
be forfeited by the Grantee and transferred to, and retired by, the Company without cost to the Company or such Subsidiary, and
such shares shall become available for subsequent grants of awards under the Plan, unless otherwise determined by the Committee.


 


(d)
OWNERSHIP. During the Restricted Period, the Grantee shall possess all incidents of ownership of such shares, subject to Subsection
(b) of this Section 11, including the right to receive dividends with respect to such shares and to vote such shares.


 


(e)
ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence of any of the events specified in Section 14 of the Plan (and subject to
the conditions set forth therein), all restrictions then outstanding on any shares of Restricted Stock awarded under the Plan
shall lapse as of the applicable date set forth in Section 14. The Committee shall have the authority (and the Agreement may so
provide) to cancel all or any portion of any outstanding restrictions prior to the expiration of the Restricted Period with respect
to any or all of the shares of Restricted Stock awarded on such terms and conditions as the Committee shall deem appropriate.


 


12.
Deferred Stock Units.


 


The
Committee may award Deferred Stock Units to any outside director, eligible employee or consultant of the Company or of any Subsidiary.
Each award of Deferred Stock Units under the Plan shall be evidenced by a written Agreement between the Company and the Grantee,
in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following
terms and conditions, unless otherwise specifically provided in such Agreement:


 


(a)
NUMBER OF SHARES. Each Agreement for Deferred Stock Units shall state the number of shares of Class A Common Stock or Class B
Common Stock, as applicable, to be subject to an award.


 




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(b) RESTRICTIONS.
Deferred Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will
or the laws of descent and distribution, until shares of Class A Common Stock or Class B Common Stock, as applicable, are
payable with respect to an award. The Committee may impose such vesting restrictions and conditions on the payment of shares
as it deems appropriate including the satisfaction of performance criteria. Such performance criteria may include sales,
earnings before interest and taxes, return on investment, earnings per share, any combination of the foregoing or rate of
growth of any of the foregoing, as determined by the Committee.


 


(c)
FORFEITURE. Subject to such exceptions as may be determined by the Committee, if the Grantee’s Continuous Service with the
Company or any Subsidiary shall terminate for any reason prior to the Grantee becoming fully vested in the award, then the Grantee’s
rights under any unvested Deferred Stock Units shall be forfeited without cost to the Company or such Subsidiary.


 


(d)
OWNERSHIP. Until shares are delivered with respect to Deferred Stock Units, the Grantee shall not possess any incidents of ownership
of such shares, including the right to receive dividends with respect to such shares and to vote such shares.


 


(e)
ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence of any of the events specified in Section 14 of the Plan (and subject to
the conditions set forth therein), all restrictions then outstanding on any Deferred Stock Units awarded under the Plan shall
lapse as of the applicable date set forth in Section 14. The Committee shall have the authority (and the Agreement may so provide)
to cancel all or any portion of any outstanding restrictions prior to the expiration of any restricted period with respect to
any or all of the shares of Deferred Stock Units awarded on such terms and conditions as the Committee shall deem appropriate.


 


13.
Effect of Certain Changes.


 


(a)
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any extraordinary dividend, stock dividend, recapitalization,
merger, consolidation, stock split, warrant or rights issuance, or combination or exchange of such shares, or other similar
transactions, the Committee shall equitably adjust (i) the maximum number of Options or shares of Restricted Stock that may
be awarded to a Grantee in any calendar year (as provided in Section 5 hereof), (ii) the number of shares of Class A Common
Stock or Class B Common Stock, as applicable, available for awards under the Plan, (iii) the number and/or kind of shares
covered by outstanding awards and (iv) the price per share of Options or the applicable market value of Stock Appreciation
Rights or Limited Rights, in each such case so as to reflect such event and preserve the value of such awards; provided,
however, that any fractional shares resulting from such adjustment shall be eliminated.


 


(b)
CHANGE IN CLASS A COMMON STOCK OR CLASS B COMMON STOCK STOCK. In the event of a change in the Class A Common Stock or Class B
Common Stock, as applicable, as presently constituted that is limited to a change of all of its authorized shares of Class A Common
Stock or Class B Common Stock, as applicable,, into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Class A Common Stock or Class B Common Stock, as applicable,
within the meaning of the Plan.


 


14.
Corporate Transaction; Change in Control; Related Entity Disposition.


 


(a)
CORPORATE TRANSACTION. In the event of a Corporate Transaction, each award which is at the time outstanding under the Plan
shall automatically become fully vested and exercisable and, in the case of an award of Restricted Stock or an award of
Deferred Stock Units, shall be released from any restrictions on transfer (except with regard to the Insider Trading Policy
and such other agreements between the Grantee and the Company) and repurchase or forfeiture rights, immediately prior to the
specified effective date of such Corporate Transaction. Effective upon the consummation of the Corporate Transaction, all
outstanding awards of Options, Stock Appreciation Rights and Limited Rights under the Plan shall terminate, unless otherwise
determined by the Committee. However, all such awards shall not terminate if the awards are, in connection with the Corporate
Transaction, assumed by the successor corporation or Parent thereof.


 




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(b)
CHANGE IN CONTROL. In the event of a Change in Control (other than a Change in Control which is also a Corporate Transaction),
each award which is at the time outstanding under the Plan automatically shall become fully vested and exercisable and, in the
case of an award of Restricted Stock or an award of Deferred Stock Units, shall be released from any restrictions on transfer
and repurchase or forfeiture rights, immediately prior to the specified effective date of such Change in Control.


 


(c)
RELATED ENTITY DISPOSITION. The Continuous Service of each Grantee (who is primarily engaged in service to a Related Entity at
the time it is involved in a Related Entity Disposition) shall terminate effective upon the consummation of such Related Entity
Disposition, and each outstanding award of such Grantee under the Plan shall become fully vested and exercisable and, in the case
of an award of Restricted Stock or an award of Deferred Stock Units, shall be released from any restrictions on transfer (except
with regard to the Insider Trading Policy and such other agreements between the Grantee and the Company). Unless otherwise determined
by the Committee, the Continuous Service of a Grantee shall not be deemed to terminate (and each outstanding award of such Grantee
under the Plan shall not become fully vested and exercisable and, in the case of an award of Restricted Stock or an award of Deferred
Stock Units, shall not be released from any restrictions on transfer) if (i) a Related Entity Disposition involves the spin-off
of a Related Entity, for so long as such Grantee continues to remain in the service of such entity that constituted the Related
Entity immediately prior to the consummation of such Related Entity Disposition (“SpinCo”) in any capacity of officer,
employee, director or consultant or (ii) an outstanding award is assumed by the surviving corporation (whether SpinCo or otherwise)
or its parent entity in connection with a Related Entity Disposition.


 


(d)
SUBSTITUTE AWARDS. The Committee may grant awards under the Plan in substitution of stock-based incentive awards held by employees,
consultants or directors of another entity who become employees, consultants or directors of the Company or any Subsidiary by
reason of a merger or consolidation of such entity with the Company or any Subsidiary, or the acquisition by the Company or a
Subsidiary of property or equity of such entity, upon such terms and conditions as the Committee may determine, and such awards
shall not count against the share limitation set forth in Section 5 of the Plan.


 


15.
Period During which Awards May Be Granted.


 


Awards
may be granted pursuant to the Plan from time to time within a period of ten (10) years from August 6, 2009, the date the Board
initially adopted the Plan and the Company’s sole stockholder approved the Plan.


 


16.
Transferability of Awards.


 


(a)
Incentive Stock Options and Stock Appreciation Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by the laws of descent and distribution and may be exercised, during the lifetime of the Grantee,
only by the Grantee or his or her guardian or legal representative.


 


(b)
Nonqualified Stock Options shall be transferable in the manner and to the extent acceptable to the Committee, as evidenced by
a writing signed by the Company and the Grantee. Nonqualified Stock Options (together with any Stock Appreciation Rights or Limited
Rights related thereto) shall be transferable by a Grantee as a gift to the Grantee’s “family members” (as defined
in Form S-8) under such terms and conditions as may be established by the Committee; provided that the Grantee receives no consideration
for the transfer. Notwithstanding the transfer by a Grantee of a Nonqualified Stock Option, the transferred Nonqualified Stock
Option shall continue to be subject to the same terms and conditions as were applicable to the Nonqualified Stock Option immediately
before the transfer (including, without limitation, the Insider Trading Policy) and the Grantee will continue to remain subject
to the withholding tax requirements set forth in Section 17 hereof.


 


(c)
The terms of any award granted under the Plan, including the transferability of any such award, shall be binding upon the executors,
administrators, heirs and successors of the Grantee.


 




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(d)
Restricted Stock shall remain subject to the Insider Trading Policy after the expiration of the Restricted Period. Deferred
Stock Units shall remain subject to the Insider Trading Policy after payment thereof.


 


17.
Agreement by Grantee regarding Withholding Taxes.


 


If
the Committee shall so require, as a condition of exercise of an Option, Stock Appreciation Right or Limited Right, the expiration
of a Restricted Period or payment of a Deferred Stock Unit (each, a “Tax Event”), each Grantee shall agree that no
later than the date of the Tax Event, the Grantee will pay to the Company or make arrangements satisfactory to the Committee regarding
payment of any federal, state or local taxes of any kind required by law to be withheld upon the Tax Event. Unless determined
otherwise by the Committee, a Grantee shall permit, to the extent permitted or required by law, the Company to withhold federal,
state and local taxes of any kind required by law to be withheld upon the Tax Event from any payment of any kind due to the Grantee.
Unless otherwise determined by the Committee, any such above-described withholding obligation may, in the discretion of the Company,
be satisfied by the withholding by the Company or delivery to the Company of Class A Common Stock or Class B Common Stock, as
applicable.


 


18.
Rights as a Stockholder.


 


Except
as provided in Section 11(d) of the Plan, a Grantee or a transferee of an award shall have no rights as a stockholder with respect
to any shares covered by the award until the date of the issuance of such shares to him or her. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which
the record date is prior to the date such shares are issued, except as provided in Section 12(a) of the Plan.


 


19.
No Rights to Employment; Forfeiture of Gains.


 


Nothing
in the Plan or in any award granted or Agreement entered into pursuant hereto shall confer upon any Grantee the right to continue
as a director of, in the employ of, or in a consultant relationship with, the Company or any Subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to interfere with or limit in any way the right of the
Company or any such Subsidiary to terminate such Grantee’s employment or consulting relationship. Awards granted under the
Plan shall not be affected by any change in duties or position of a Grantee as long as such Grantee continues to be employed by,
or in a consultant relationship with, or a director of the Company or any Subsidiary. The Agreement for any award under the Plan
may require the Grantee to pay to the Company any financial gain realized from the prior exercise, vesting or payment of the award
in the event that the Grantee engages in conduct that violates any non-compete, non-solicitation or non-disclosure obligation
of the Grantee under any agreement with the Company or any Subsidiary, including, without limitation, any such obligations provided
in the Agreement.


 


20.
Beneficiary.


 


A
Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor
or administrator of the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.


 


21.
Approval; Amendment and Termination of the Plan.


 


(a)
APPROVAL. The Plan initially became effective when adopted by the Board on August 6,, 2009 and shall terminate on the tenth anniversary
of such date. The Plan was ratified by the Company’s sole stockholder on August 6, 2009. The Board amended the Plan on June
16, 2016 to increase the amount of authorized shares under the Plan to 285,860 shares of Class B Common Stock. The Company’s
stockholders ratified such amendment to the Plan on October 6, 2016.


 


(b)
AMENDMENT AND TERMINATION OF THE PLAN. The Board, or the Committee if so delegated by the Board, at any time and from time to
time may suspend, terminate, modify or amend the Plan; however, unless otherwise determined by the Board, or the Committee if
applicable, an amendment that requires stockholder approval in order for the Plan to continue to comply with any law, regulation
or stock exchange requirement shall not be effective unless approved by the requisite vote of stockholders. Except as provided
in Section 14(a) of the Plan, no suspension, termination, modification or amendment of the Plan may adversely affect any award
previously granted, unless the written consent of the Grantee is obtained.




 


22.
Governing Law.


 


The
Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.


 


23.
Section 409A of the Code.


 


It
is the intention of the Company that no award shall be “deferred compensation” subject to Section 409A of the Code,
unless and to the extent that the Committee specifically determines otherwise as provided in this Section 23, and the Plan and
the terms and conditions of all awards shall be interpreted accordingly. The terms and conditions governing any awards that the
Committee determines will be subject to Section 409A of the Code shall be set forth in the applicable award Agreement and shall
comply in all respects with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if one or more
of the payments or benefits received or to be received by a Grantee pursuant to an award would cause the Grantee to incur any
additional tax or interest under Section 409A of the Code, the Committee may reform such provision to maintain to the maximum
extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.
Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements
of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment
under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable
to any Grantee for any tax, interest, or penalties that Grantee might owe as a result of the grant, holding, vesting, exercise,
or payment of any award under the Plan.


 


 


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