EXHIBIT 10.1


 


NI HOLDINGS, INC.


2020 STOCK AND INCENTIVE PLAN


Section 1.       Purpose


The purpose of the Plan is to promote the interests
of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent
contractors, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives
to put forth maximum efforts for the success of the Company’s business and to afford such persons an opportunity to acquire
an ownership interest in the Company, thereby aligning the interests of such persons with the Company’s shareholders.


Section 2.       Definitions


As used in the Plan, the following terms shall
have the meanings set forth below:


(a)       “Affiliate”
shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.


(b)       “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based
Award granted under the Plan.


(c)       “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under
the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).


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


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


(f)       “Committee”
shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. The
Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the
Plan to qualify under Rule 16b-3.


(g)       “Company”
shall mean NI Holdings, Inc. and any successor corporation.


(h)       “Director”
shall mean a member of the Board.


(i)       “Dividend
Equivalent” shall mean any right granted under Section 6(e) of the Plan.


(j)       “Eligible
Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor, or advisor providing
services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any
Affiliate is extended. An Eligible Person must be a natural person.


(k)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.



     


     


    




(l)       “Fair
Market Value” with respect to one Share as of any date shall mean (a) if the Share is listed on any established
stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on such date, as
reported by The Wall Street Journal or a comparable reporting service, or, if no sale of Shares shall have occurred on such date,
on the next preceding date on which there was a sale of Shares; (b) if the Shares are not so listed on any established stock
exchange, the average of the closing “bid” and “asked” prices quoted by the OTC Bulletin Board, the National
Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted “bid” and “asked”
prices on such date, on the next preceding date for which there are such quotes for a Share; or (c) if the Shares are not
publicly traded as of such date, the per share value of a Share, as determined by the Board, or any duly authorized Committee of
the Board, in its sole discretion, by applying principles of valuation with respect thereto.


(m)       “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements
of Section 422 of the Code or any successor provision.


(n)       “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option.


(o)       “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.


(p)       “Other
Stock-Based Award” shall mean any right granted under Section 6(e) of the Plan.


(q)       “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


(r)       “Plan”
shall mean the NI Holdings, Inc. 2020 Stock and Incentive Plan, as amended from time to time.


(s)       “Prior
Plan” shall mean the NI Holdings, Inc. 2017 Stock and Incentive Plan.


(t)       “Restricted
Stock” shall mean any Share granted under Section 6(c) of the Plan.


(u)       “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or
a cash payment equal to the Fair Market Value of a Share) at some future date.


(v)       “Rule
16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, or any successor rule or regulation.


(w)       “Section
409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other
applicable guidance thereunder.


(x)       “Securities
Act” shall mean the Securities Act of 1933, as amended.



     


     


    




(y)       “Share”
or “Shares” shall mean common shares with $0.01 par value in the capital of the Company (or such other securities
or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).


(z)       “Specified
Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed
or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly
with respect to all plans maintained by the Company that are subject to Section 409A.


(aa)       “Stock Appreciation
Right” shall mean any right granted under Section 6(b) of the Plan.


Section 3.       Administration


(a)       Power
and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan
and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered
by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the
terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture,
recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and
conditions of any Award or Award Agreement, subject to the limitations under Sections 6 and 7; (vi) accelerate the exercisability
of any Award or the lapse of any restrictions relating to any Award, subject to the limitations of Sections 6 and 7; (vii) determine
whether, to what extent and under what circumstances Awards may be exercised or settled in cash, Shares or a combination thereof,
or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances amounts payable
with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the
Committee, subject to the requirements of Section 409A; (ix) interpret and administer the Plan and any instrument or
agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt
such modifications, rules, procedures and sub-plans as may be necessary or desirable to comply with provisions of the laws of non-U.S.
jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for
Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and
to ensure the viability of the intended benefits of Awards granted to Participants located in such non-U.S. jurisdictions. Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect
to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee
of the Company or any Affiliate.



     


     


    




(b)       Delegation.
The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations
as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee
shall not delegate such authority (i) with regard to grants of Awards to be made to officers of the Company or any Affiliate
who are subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to comply with
the requirements of applicable exchange rules or applicable law.


(c)       Power
and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time
and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan,
unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3;
and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as independent directors
within the meaning of the independence rules of any applicable securities exchange where the Shares are then listed) may grant
Awards to Directors who are not also employees of the Company or an Affiliate.


(d)       Indemnification.
To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates
authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or
any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates
authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The
provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee
or any other person may have by virtue of such person’s position with the Company.


Section 4.       Shares Available for
Awards


(a)       Shares
Available.


		(i)	Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under
all Awards under the Plan shall equal 1,000,000 (the authorized net increase of Shares in connection with the adoption of the Plan),
plus any Shares subject to any outstanding award under the Prior Plan that, after May 27, 2020, are not purchased or are forfeited
or reacquired by the Company, or otherwise not delivered to the Participant due to termination or cancellation of such award, subject
to the share counting provisions of Section 4(b) below.



		(ii)	On and after stockholder approval of this Plan, no awards shall be granted under the Prior Plan, but all outstanding awards
previously granted under the Prior Plan shall remain outstanding and subject to the terms of the Prior Plan.



The aggregate number of Shares that may be issued
under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share
counting rules described in Section 4(b) below. When determining the Shares added to and subtracted from the aggregate reserve
above, the number of Shares added or subtracted shall be also determined in accordance with the Share counting rules described
in Section 4(b) below.



     


     


    




(b)       Counting
Shares. Except as set forth in this Section 4(b) below, if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such
Award against the aggregate number of Shares available for granting Awards under the Plan.


		(i)	Shares Added Back to Reserve. Subject to the limitations in Section 4(b)(ii) below, if any Shares covered by an
Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company, or if an Award otherwise
terminates or is cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares
available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination
or cancellation, shall again be available for granting Awards under the Plan.



		(ii)	Shares Not Added Back to Reserve. Notwithstanding anything to the contrary in Section 4(b)(i) above, the following
Shares will not again become available for issuance under the Plan: (A) any Shares which would have been issued upon any exercise
of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(iii)(B)
or any Shares tendered in payment of the exercise price of an Option; (B) any Shares withheld by the Company or Shares tendered
to satisfy any tax withholding obligation with respect to an Award; (C) Shares covered by a stock settled Stock Appreciation
Right issued under the Plan that are not issued in connection with settlement in Shares upon exercise; or (D) Shares that
are repurchased by the Company using Option exercise proceeds.



		(iii)	Cash-Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against
the aggregate number of Shares available for Awards under the Plan.



		(iv)	Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously
granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate
number of Shares available for Awards under the Plan.



(c)       Adjustments.
In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares
such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the
number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price
or exercise price with respect to any Award and (iv) the limitations contained in Section 4(d)(i) below; provided,
however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such
adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.



     


     


    




(d)       Award
Limitations Under the Plan.


		(i)	Annual Limitations for Awards Granted to Eligible Persons Other Than Non-Employee Directors. No Eligible Person who
is an employee, officer, consultant, independent contractor or advisor may be granted any Award or Awards for more than 100,000
Shares (subject to adjustment as provided for in Section 4(c) of the Plan), in the aggregate in any calendar year.



		(ii)	Limitation for Awards Granted to Non-Employee Directors. No Director who is not also an employee of the Company or an
Affiliate may be granted any Award or Awards denominated in Shares that exceed in the aggregate $150,000 (such value computed as
of the date of grant in accordance with applicable financial accounting rules) in any calendar year. The foregoing limit shall
not apply to any Award made pursuant to any election by the Director to receive an Award in lieu of all or a portion of annual
and committee retainers and annual meeting fees.



Section 5.       Eligibility


Any Eligible Person shall be eligible
to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the
Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding
the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes,
without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee
of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f)
of the Code or any successor provision.


Section 6.       Awards


(a)       Options.
The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:


		(i)	Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall
not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option; provided,
however, that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted
in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.




     


     


    
		(ii)	Option Term. The term of each Option shall be fixed by the Committee at the date of grant but shall not be longer than
10 years from the date of grant. Notwithstanding the foregoing, the Committee may provide in the terms of an Option (either
at grant or by subsequent modification) that, to the extent consistent with Section 409A, in the event that on the last business
day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option is prohibited by applicable
law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out
period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities
by the Company, the term of the Option shall be extended for a period of not more than thirty (30) days following the end
of the legal prohibition, black-out period or lock-up agreement.



		(iii)	Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised within
the Option term, either in whole or in part, and the method of exercise, except that any exercise price tendered shall be in either
cash, Shares having a Fair Market Value on the exercise date equal to the applicable exercise price or a combination thereof, as
determined by the Committee.



		(A)	Promissory Notes. For avoidance of doubt, the Committee may not accept a promissory note as consideration.



		(B)	Net Exercises. The terms of any Option may be written to permit the Option to be exercised by delivering to the Participant
a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if any, of
the Fair Market Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of
the Option for such Shares.



(iv)       Incentive
Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the
grant of stock options which are intended to qualify as Incentive Stock Options:


		(A)	The aggregate number of Shares that may be issued under all Incentive Stock Options under the Plan shall be 1,000,000 Shares.



		(B)	The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the
Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant
during any calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000.



		(C)	All Incentive Stock Options must be granted within ten (10) years from the earlier of the date on which this Plan was
adopted by the Board or the date this Plan was approved by the shareholders of the Company.



		(D)	Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than ten (10)
years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant
who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock
Option shall expire and no longer be exercisable no later than five (5) years from the date of grant.



		(E)	The purchase price per Share for an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of
an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422
of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company
or of its Affiliates, the purchase price per Share purchasable under an Incentive Stock Option shall be not less than one hundred
ten percent (110%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option.



		(F)	Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable,
but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock
Option.



(b)       Stock
Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the
terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise
over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than
one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided,
however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation
Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with
the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods
of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall
be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the term limitation
in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate.



     


     


    




(c)       Restricted
Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock
Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent
with the provisions of the Plan as the Committee shall determine:


		(i)	Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee
may impose when granting Awards (including, without limitation, any limitation on the right to vote a Share of Restricted Stock
or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately
or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. (Notwithstanding
the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(d)).
For purposes of clarity and without limiting the Committee’s general authority under Section 3(a), vesting of such Awards
may, at the Committee’s discretion, be conditioned upon the Participant’s completion of a specified period of service
with the Company or an Affiliate, or upon the achievement of one or more performance goals established by the Committee, or upon
any combination of service-based and performance-based conditions (subject to the minimum requirements in Section 6).



		(ii)	Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards
are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance
of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name
by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Shares representing
Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book-entry registration)
to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares
shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating
to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the
Restricted Stock Units.



(d)       Dividends
and Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which
the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined
in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect
to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend
Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee
may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other
Awards the value of which is based solely on an increase in the value of the Shares after the grant of such Award, and (ii) dividend
and Dividend Equivalent amounts with respect to any Share underlying any other Award may be accrued but not paid to a Participant
until all conditions or restrictions relating to such Share have been satisfied, waived or lapsed.


(e)       Other
Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated
or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee
shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement. No
Award issued under this Section 6(f) shall contain a purchase right or an option-like exercise feature.


(f)       General.


		(i)	Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as
may be determined by the Committee or required by applicable law.



		(ii)	Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company
or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted
under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the
grant of such other Awards or awards.



		(iii)	Limits on Transfer of Awards. No Award (other than fully vested and unrestricted Shares issued pursuant to any Award)
and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution,
and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Committee may permit the transfer
of an Award to family members if such transfer is for no value and in accordance with the rules of Form S-8. The Committee
may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries,
to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the
Participant’s death.




     


     


    
		(iv)	Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal
or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to,
or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall
not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal
or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by
the Company to be applicable are satisfied.



		(v)	Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee
may not, without prior approval of the Company’s shareholders, seek to effect any re-pricing of any previously granted, “underwater”
Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower
the exercise price; (ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement
Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units or Other
Stock-Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash
or other securities. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair
Market Value of the Shares covered by such Option or Stock Appreciation Right is less than the exercise price.



		(vi)	Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent
that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable
guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason
of the occurrence of a change in control or due to the Participant’s disability or “separation from service”
(as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant
by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such
change in control event, disability or separation from service meet the definition of a change in control event, disability, or
separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations,
or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by
reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant
who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made
before the date which is six months after the date of the Specified Employee’s separation from service (or if earlier, upon
the Specified Employee’s death) unless the payment or distribution is exempt from the application of Section 409A by
reason of the short-term deferral exemption or otherwise.




     


     


    
		(vii)	Minimum Vesting. Except as provided below, in the case of any Award granted to an Eligible Person other than a non-employee
Director, no Award shall be granted with terms providing for any right of exercise or lapse of any vesting obligations earlier
than a date that is at least one year following the date of grant (or, in the case of vesting based upon performance based objectives,
exercise and vesting restrictions cannot lapse earlier than the one-year anniversary measured from the commencement of the period
over which performance is evaluated). In the case of any Award granted to a non-employee Director, no Award shall be granted with
terms providing for any right of exercise or lapse of any vesting obligations earlier than the date of the Company’s next
annual shareholder meeting. Notwithstanding the foregoing, the following Awards that do not comply with the foregoing minimum exercise
and vesting requirements may be issued:



		(A)	substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition
or similar transaction entered into by the Company or any of its subsidiaries;



 


		(B)	shares delivered in lieu of fully vested cash Awards or any cash incentive compensation earned by a Participant, provided that
the performance period for such incentive compensation was at least one fiscal year; and



 


		(C)	any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the aggregate number of Shares available
for issuance under this Plan. For purposes of counting Shares against the five percent (5%) limitation, the Share counting rules
under Section 4 of the Plan apply.



Nothing in this Section 6 shall limit the authority
of the Committee to provide for the acceleration of the exercisability of any Award or the lapse of any restrictions relating to
any Award except where expressly limited in Section 6(f)(viii).



     


     


    




		(viii)	Acceleration of Vesting or Exercisability. No Award Agreement shall accelerate the exercisability of any Award or the
lapse of restrictions relating to any Award in connection with a change-in-control event unless such acceleration occurs upon the
consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently occurs) such
change-in-control event.



Section 7.       Amendment and Termination;
Corrections


(a)       Amendments
to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend
the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except
as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted
to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan,
or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies
of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental
entity or stock exchange. For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or
discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval
of shareholders of the Company in order to:


		(i)	amend the eligibility for, and limitations or conditions imposed upon, participation in the Plan;



		(ii)	subject to the limitations in Section 6, amend any terms relating to the granting or exercise of Awards, including but
not limited to terms relating to the amount and payment of the exercise price, or the vesting, expiry, assignment or adjustment
of Awards, or otherwise waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively;



		(iii)	make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable
governmental entity or stock exchange (including amendments to Awards necessary or desirable to maximize any available tax deduction
or to avoid any adverse tax results, and no action taken to comply with such laws, rules, regulations and policies shall be deemed
to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof); or



		(iv)	amend any terms relating to the administration of the Plan, including the terms of any administrative guidelines or other rules
related to the Plan.



For greater certainty and except as provided
in Section 4(c), prior approval of the shareholders of the Company shall be required for any amendment to the Plan or an Award
that would:



     


     


    




		(I)	require shareholder approval under the rules or regulations of the Securities and Exchange Commission, the NASDAQ or any other
securities exchange that are applicable to the Company;



		(II)	increase the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;



		(III)	permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6 of the Plan;



		(IV)	permit the award of Options or Stock Appreciation Rights at a price less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)
and Section 6(b) of the Plan;



		(V)	increase the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 6(a) and Section 6(b);
or



		(VI)	increase the number of shares subject to the annual limitations contained in Section 4(d) of the Plan.



(b)       Corporate
Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement,
take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate
transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or
event), the Committee or the Board may, in its sole discretion but subject to the limitations in Section 6 (e.g., limitations
on re-pricing and waiver of vesting restrictions), provide for any of the following to be effective upon the consummation of the
event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently
occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter or impair the
rights of any holder of an Award or beneficiary thereof:


		(i)	either (A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or other property, if
any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the
Participant’s vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or
event described in this Section 7(b)(i)(A), the Committee or the Board determines in good faith that no amount would have
been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated
by the Company without any payment) or (B) the replacement of the Award with other rights or property selected by the Committee
or the Board, in its sole discretion;



		(ii)	that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;




     


     


    
		(iii)	that the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding
anything to the contrary in the applicable Award Agreement; or



		(iv)	that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date
of the event.



(c)       Correction
of Defects, Omissions and Inconsistencies. The Committee may, without prior approval of the shareholders of the Company, correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and
to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.


Section 8.       Income Tax Withholding


In order to comply with all applicable
federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such Participant. Without limiting the foregoing, for avoidance
of doubt, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise
to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal
to the amount of such taxes (subject to any limitations required by ASC Topic 718 to avoid adverse accounting treatment);
(b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such taxes or (c) by any other means set forth in
the applicable Award Agreement.


Section 9.       General Provisions


(a)       No
Rights to Awards. No Eligible Person, Participant or other person shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different
Participants.


(b)       Award
Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement
shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted
through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by
a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms
and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.



     


     


    




(c)       Plan
Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect
with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.


(d)       No
Rights of Shareholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee
may impose on such Awards), neither a Participant nor the Participant’s legal representative shall be, or have any of the
rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any
Award, in whole or in part, unless and until such Shares have been issued.


(e)       No
Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally
applicable or applicable only in specific cases.


(f)       No
Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained
as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right
of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove a Director
in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment,
or remove a Director who is a Participant, free from any liability or any claim under the Plan or any Award, unless otherwise expressly
provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against
the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company
or an Affiliate. Under no circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliate
be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might otherwise
have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way of damages for wrongful
or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted
all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be
fully bound thereby.


(g)       Governing
Law. The internal law, and not the law of conflicts, of the State of North Dakota shall govern all questions concerning the
validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.


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



     


     


    




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


(j)       Other
Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose
of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance,
disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided
by such other plan.


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


(l)       Headings.
Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


Section 10.       Clawback or Recoupment


All Awards under this Plan shall be subject
to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time,
or (ii) any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, Section 304
of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable
stock exchange listing rule adopted pursuant thereto.


Section 11.       Effective Date of the Plan


The Plan was adopted by the Board at
the NI Holdings, Inc. Board meeting on February 25, 2020. The Plan shall be subject to approval by the shareholders of the Company
at the annual meeting of shareholders of the Company to be held on May 27, 2020, and the Plan shall be effective as of the
date of such shareholder approval. On and after shareholder approval of the Plan, no awards shall be granted under the Prior Plan,
but all outstanding awards previously granted under the Prior Plan shall remain outstanding and subject to the terms of the Prior
Plan.


Section 12.       Term of the Plan


No Award shall be granted under the Plan,
and the Plan shall terminate on February 25, 2030 or any earlier date of discontinuation or termination established pursuant to
Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any
Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.


 



     


     


    




The foregoing is hereby acknowledged as being the NI Holdings, Inc.
2020 Stock and Incentive Plan as adopted by the Board of Directors on February 25, 2020 and by the shareholders on May 27, 2020.


 


	 	NI Holdings, Inc.
	 	 
	 	 
	 	By:	/s/ Michael J. Alexander
	 	 	Michael J. Alexander
	 	 	President and Chief Executive Officer