Exhibit 10.2


 


IDW MEDIA HOLDINGS, INC.

Amended and Restated 2019 STOCK OPTION AND INCENTIVE PLAN


(Adopted July 13, 2020)


 


		1.	Purpose; Types of Awards; Construction.



 


The purpose of the IDW
Media Holdings, Inc. 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 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 following the spin-off of the Company by way of a pro rata distribution of the Company’s
common stock to the stockholders of IDT Corporation, 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
B Common Stock” shall mean shares of Class B Common Stock, par value $.01 per share, of the Company.


 


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


 


(f) “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.


 


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


 






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(h)
“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.


 


(i) “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).


 


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


 


(k) “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.


 


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


 


(m) “Fair
Market Value” per share as of a particular date shall mean (i) the closing sale price per share of Class B Common Stock on
the national securities exchange on which the Class B Common Stock is principally traded for the last preceding date on which there
was a sale of Class B Common Stock on such exchange, or (ii) if the shares of Class B Common Stock are then traded in an over-the-counter
market, the average of the closing bid and asked prices for the shares of Class B Common Stock in such over-the-counter market
for the last preceding date on which there was a sale of Class B Common Stock in such market, or (iii) if the shares of Class B
Common Stock 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.


 


(n) “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.


 


(o) “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.


 


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


 


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


 






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


 


(s) “Non-Employee
Director” means a member of the Board or the board of directors of any Subsidiary (other than any Subsidiary that has either
(A) a class of “equity securities” (as defined in Rule 3a11-1 promulgated under the Exchange Act) registered under
the Exchange Act or a similar foreign statute or (B) adopted any stock option plan, equity compensation plan or similar employee
benefit plan in which non-employee directors of such Subsidiary are eligible to participate) who is not an employee of the Company
or any Subsidiary.


 


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


 


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


 


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


 


(w) “Option
Price” shall mean the exercise price of the shares of Class B Common Stock covered by an Option.


 


(x) “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.


 


(y) “Plan”
means this IDW Media Holdings, Inc. 2019 Stock Option and Incentive Plan, as amended or restated from time to time.


 


(z) “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.


 


(aa)“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.


 


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


 


(cc)“Restricted
Stock” means shares of Class B Common Stock 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.


 


(dd)“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.


 


(ee)“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.


 


(ff)“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 B Common Stock from the date of grant to the date of exercise
of the right, with payment to be made in cash or Class B Common Stock, as specified in the award or determined by the Committee.


 


(gg)“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.


 






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


 


(ii) “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 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 B Common Stock 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.


 


		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 B Common Stock reserved for the grant of awards under the Plan shall be 450,000, subject to adjustment
as provided below and 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) 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 B Common
Stock 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.


 






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		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.


 


(b) NUMBER
OF SHARES.  Each Option Agreement shall state the number of shares of Class B Common Stock 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 B Common Stock 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
B Common Stock having a Fair Market Value equal to such Option Price or in a combination of cash and Class B Common Stock 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 B Common Stock 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 B Common Stock with
respect to which the Option is being exercised.


 


(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).


 






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(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, director 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 B Common Stock 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 B Common
Stock shall be determined as of the date that the Option with respect to such shares was granted.


 


(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 B Common Stock 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 B Common Stock 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.


 






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(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 B Common Stock 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 B Common Stock 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 B Common Stock 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 B Common Stock 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
B Common Stock 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.


 


(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
B Common Stock 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 B Common Stock as the
Committee deems advisable. If the Committee decides to make full payment in shares of Class B Common Stock 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 B Common Stock 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(i) 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.


 






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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.


 


(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.


 






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(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 B Common Stock 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 B Common
Stock 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 B Common Stock
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 B Common Stock  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).


 


		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.


 






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		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 B Common Stock to be subject
to an award.


 


(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 B Common Stock 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 15 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 15. 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 B Common Stock 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 B COMMON STOCK.  In the event of a change in the Class B Common Stock as presently constituted that is limited
to a change of all of its authorized shares of Class B Common Stock, 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 B Common Stock within the meaning
of the Plan.


 






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		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.


 


(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, until March 14, 2029 which is within a period of ten (10) years from the date the Board
adopted 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 18 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.


 


(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.


 






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		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 B Common Stock.


 


		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 14(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 March 14, 2019. The Plan was ratified by the Company’s majority
stockholder on March 14, 2019. The Board amended the Plan on July 13, 2020 to increase the amount of authorized shares under the
Plan by 150,000 shares of Class B Common Stock to 450,000. The Company’s stockholders ratified such amendment to the Plan
on July 28, 2020.


 


(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.


 






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		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 24, 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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