Exhibit 10.8


 


TOWNSQUARE MEDIA, INC.


 





 






 


2014 OMNIBUS INCENTIVE PLAN


 





 






 


Article
I

PURPOSE


 


The purpose of this
Townsquare Media, Inc. 2014 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of
its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain
and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.
The Plan is effective as of the date set forth in Article XV.


 


Article
II

DEFINITIONS


 


For purposes of the
Plan, the following terms shall have the following meanings:


 


2.1           “Affiliate”
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether
by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates;
(d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly
controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company;
and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated
as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the
Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or
otherwise does not subject the Award to Section 409A of the Code.


 


2.2           “Award”
means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other
Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written
agreement executed by the Company and the Participant.


 


2.3           “Award
Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.


 


2.4           “Board”
means the Board of Directors of the Company.


 


2.5           “Cause”
means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s
Termination of Employment or Termination of


 




    	 



    	 



    

 


Consultancy, the following:
(a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement
in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such
an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination,
dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties
or responsibilities for any reason other than illness or incapacity, repeated or material violation of any employment policy,
violation or breach of any confidentiality agreement, work product agreement or other agreement between the Participant and the
Company, or materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined
by the Committee in its good faith discretion; or (b) in the case where there is an employment agreement, consulting agreement,
change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time
of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such
agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies
on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually
takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship,
“cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware
law.


 


2.6           “Change
in Control” has the meaning set forth in 11.2.


 


2.7           “Change
in Control Price” has the meaning set forth in Section 11.1.


 


2.8           “Class
A Common Stock” means the Class A common stock, $0.01 par value per share, of the Company.


 


2.9           “Class
B Common Stock” means the Class A common stock, $0.01 par value per share, of the Company.


 


2.10         “Class
C Common Stock” means the Class A common stock, $0.01 par value per share, of the Company.


 


2.11         “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to
any successor provision and any treasury regulation promulgated thereunder.


 


2.12         “Committee”
means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by
the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under
the Plan.


 


2.13         “Common
Stock” means, collectively, the Class A Common Stock, the Class B Common Stock, and the Class C Common Stock.


 


2.14         “Company”
means Townsquare Media, Inc., a Delaware corporation, and its successors by operation of law.


 




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2.15         “Consultant”
means any natural person who is an advisor or consultant to the Company or its Affiliates.


 


2.16         “Disability”
means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to
occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are
subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii)
of the Code.


 


2.17         “Effective
Date” means the effective date of the Plan as defined in Article XV.


 


2.18         “Eligible
Employees” means each employee of the Company or an Affiliate.


 


2.19         “Eligible
Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in
its discretion as eligible to receive Awards subject to the conditions set forth herein.


 


2.20         “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act
or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such
section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section
or regulation.


 


2.21         “Fair
Market Value” means, for purposes of the Plan, unless otherwise provided in an Award Agreement or required by any
applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales
price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the
United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the
Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account
the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading
day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date
shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the
next day that it is open.


 


2.22         “Family
Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8.


 


2.23         “Good
Reason” means, with respect to a Participant’s Termination of Employment: (a) in the case where there is no
employment agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant
at the time of the grant of the Award (or where there is such an agreement but it does not define “good reason” (or
words or a concept of like import)), a voluntary termination due to good reason, as the Committee, in its sole discretion, decides
to treat as a Good Reason termination; or (b) in the case where there is an employment agreement, change in control agreement
or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that
defines “good reason” (or words or a concept of like import), a


 




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termination due to good
reason (or words or a concept of like import), as defined in such agreement at the time of the grant of the Award.


 


2.24         “Incentive
Stock Option” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents
(if any) under the Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section
422 of the Code.


 


2.25         “Lead
Underwriter” has the meaning set forth in Section 14.20.


 


2.26         “Lock-Up
Period” has the meaning set forth in Section 14.20.


 


2.27         “Non-Employee
Director” means a director or a member of the Board of the Company or any Affiliate who is not an active employee
of the Company or any Affiliate.


 


2.28         “Non-Qualified
Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.


 


2.29         “Non-Tandem
Stock Appreciation Right” shall mean the right to receive an amount in cash and/or stock equal to the difference
between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate
exercise price of such right, otherwise than on surrender of a Stock Option.


 


2.30         “Other
Cash-Based Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or
times and subject to such terms and conditions as determined by the Committee in its sole discretion.


 


2.31         “Other
Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference to,
or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.


 


2.32         “Parent”
means any parent corporation of the Company within the meaning of Section 424(e) of the Code.


 


2.33         “Participant”
means an Eligible Individual to whom an Award has been granted pursuant to the Plan.


 


2.34         “Performance
Award” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance
Goals.


 


2.35         “Performance
Goals” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or
distributable, which may be based on one or more of the performance goals set forth in Exhibit A hereto.


 


2.36         “Performance
Period” means the designated period during which the Performance Goals must be satisfied with respect to the Award
to which the Performance Goals relate.


 




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2.37         “Plan”
means this Townsquare Media, Inc. 2014 Omnibus Incentive Plan, as amended from time to time.


 


2.38         “Proceeding”
has the meaning set forth in Section 14.9.


 


2.39         “Reference
Stock Option” has the meaning set forth in Section 7.1.


 


2.40         “Registration
Date” means the date on which the Company sells its Common Stock in a bona fide, firm commitment underwriting pursuant
to a registration statement under the Securities Act.


 


2.41         “Reorganization”
has the meaning set forth in Section 4.2(b)(ii).


 


2.42         “Restricted
Stock” means an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VIII.


 


2.43         “Restriction
Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.


 


2.44         “Rule
16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.


 


2.45         
“Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the
Code and any applicable treasury regulations and other official guidance thereunder.


 


2.46         “Securities
Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference
to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation
or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.


 


2.47         “Stock
Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.


 


2.48         “Stock
Option” or “Option” means any option to purchase shares of Common Stock granted to Eligible
Individuals granted pursuant to Article VI.


 


2.49         “Subsidiary”
means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.


 


2.50         “Tandem
Stock Appreciation Right” shall mean the right to surrender to the Company all (or a portion) of a Stock Option
in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such
Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof),
and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).


 




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2.51         “Ten
Percent Stockholder” means a person owning stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, its Subsidiaries or its Parent.


 


2.52         “Termination”
means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.


 


2.53         “Termination
of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate;
or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise
is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In
the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s
consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed
to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding
the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant
are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the
term “Termination of Consultancy” does not subject the applicable Award to Section 409A of the Code.


 


2.54         “Termination
of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if
a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director’s
directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination
of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may
be.


 


2.55         “Termination
of Employment” means: (a) a termination of employment (for reasons other than a military or personal leave
of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing
a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or
another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant
or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the
Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee
is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise
define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination
of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment”
does not subject the applicable Award to Section 409A of the Code.


 


2.56         “Transfer”
means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary
(including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell,


 




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assign, pledge, encumber,
charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value
and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable”
shall have a correlative meaning.


 


2.57       “Transition
Period” means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the
first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third
calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance
period” under Treasury Regulation Section 1.162-27(f)(2).


 


Article
III

ADMINISTRATION


 


3.1          The
Committee.   The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule
or regulation, it is intended that each member of the Committee shall qualify as (a) a “non-employee director” under
Rule 16b-3, and (b) an “independent director” under the rules of any national securities exchange or national securities
association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken
by the Committee prior to such determination shall be valid despite such failure to qualify.


 


3.2          Grants
of Awards.   The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals:
(i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Performance Awards;
(v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:


 


(a)  to
select the Eligible Individuals to whom Awards may from time to time be granted hereunder;


 


(b)  to
determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;


 


(c)  to
determine the number of shares of Common Stock to be covered by each Award granted hereunder;


 


(d)  to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but
not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof,
or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on
such factors, if any, as the Committee shall determine, in its sole discretion);


 


(e)  to
determine the amount of cash to be covered by each Award granted hereunder;


 




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(f)   to
determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate
on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;


 


(g)  to
determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under
Section 6.4(d);


 


(h)  to
determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;


 


(i)   to
determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares
acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following
the date of the acquisition of such Award;


 


(j)   to
modify, extend or renew an Award, subject to Article XII and Section 6.4(l), provided, however, that such action does not subject
the Award to Section 409A of the Code without the consent of the Participant; and


 


(k)  solely
to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans
(which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to
exercise Options under the Plan.


 


3.3          Guidelines.   Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted
by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret
the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose
and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed
in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such
domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair
the rights of any Participant without the Participant’s consent. To the extent applicable, the Plan is intended to comply
with the applicable requirements of Rule 16b-3, and the Plan shall be limited, construed and interpreted in a manner so as to
comply therewith.


 


3.4          Decisions
Final.   Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company,
the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute
discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees
and Participants and their respective heirs, executors, administrators, successors and assigns.


 




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3.5          Procedures.   If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall
hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without
limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee
members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision
or determination reduced to writing and signed by all of the Committee members in accordance with the By-Laws of the Company,
shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes
of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.


 


3.6          Designation
of Consultants/Liability.


 


(a)  The
Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the
Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards
and/or execute agreements or other documents on behalf of the Committee.


 


(b)  The
Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and
may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or
agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid
by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for
any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no
officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Award granted under it.


 


3.7          Indemnification.   To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent
not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or
former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense
(including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement
of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to
the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except
to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or bad
faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors or members
or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of
the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations
made by an individual with regard to Awards granted to such individual under the Plan.


 




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Article
IV

SHARE LIMITATION


 


4.1          Shares.   The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards
may be granted under the Plan shall not exceed 12,000,000 (subject to any increase or decrease pursuant to Section 4.2) (the “Share
Reserve”), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury
of the Company or both. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted
under the Plan shall be equal to the Share Reserve. With respect to Stock Appreciation Rights settled in Common Stock, upon settlement,
only the number of shares of Common Stock delivered to a Participant (based on the difference between the Fair Market Value of
the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and
the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall reduce the shares
of Common Stock available for issuance under the Plan. If any Option, Stock Appreciation Right or Other Stock-Based Awards granted
under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of
Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares
of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan
to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other
Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a
Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only
apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled
in cash or withheld to satisfy tax liabilities shall not reduce the shares of Common Stock available for issuance under the Plan.
The maximum grant date fair value of any Award granted to any non-employee director during any calendar year shall not exceed
$500,000.


 


4.2          Changes.


 


(a)  The
existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of
the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate
or (vi) any other corporate act or proceeding.


 


(b)  Subject
to the provisions of Section 11.1:


 


(i)          If
the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number
of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock into a lesser
number of shares of Common Stock, then the respective exercise


 




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prices for outstanding
Awards that provide for a Participant elected exercise and the number of shares of Common Stock covered by outstanding Awards
shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for,
Participants under the Plan.


 


(ii)         Excepting
transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization,
sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in
such a manner that the Company’s outstanding shares of Common Stock are converted into the right to receive (or the holders
of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities
or other property of the Company or other entity (each, a “Reorganization”), then, subject to the provisions
of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or
kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result
of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the purchase price thereof,
shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for,
Participants under the Plan.


 


(iii)        If
there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii),
including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any
class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the
Committee may adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted
to, or available for, Participants under the Plan.


 


(iv)        Any
such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company
and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to,
or assumption or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of Section
409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly
provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan
by reason of any transaction or event described in this Section 4.2.


 


(v)         Fractional
shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated
until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for
fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated
by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such
adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.


 


4.3          Minimum
Purchase Price.   Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares
of Common Stock are issued under the Plan,


 




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such shares shall not
be issued for a consideration that is less than as permitted under applicable law.


 


Article
V

ELIGIBILITY


 


5.1          General
Eligibility.   All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant
of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.


 


5.2          Incentive
Stock Options.   Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its
Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock
Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.


 


5.3          General
Requirement.   The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such
individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.


 


Article
VI

STOCK OPTIONS


 


6.1          Options.   Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the
Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.


 


6.2          Grants.   The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director
one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether
because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which
does not so qualify shall constitute a separate Non-Qualified Stock Option.


 


6.3          Incentive
Stock Options.   The grant of an Incentive Stock Option shall not limit or restrict the powers and authority of the Committee
or the Company, even if the exercise of any such powers or authority would disqualify such Incentive Stock Option under Section
422.


 


6.4          Terms
of Options.   Options granted under the Plan shall be subject to the following terms and conditions and shall be in such
form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:


 


(a)  Exercise
Price.   The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the
time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an
Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of
grant.


 




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(b)  Stock
Option Term.   The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable
more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted
to a Ten Percent Stockholder shall not exceed five years.


 


(c)  Exercisability.
Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under
the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee
at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations
(including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the
Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including,
without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be
exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.


 


(d)  Method
of Exercise.   Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent
vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise
to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in
full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company;
(ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the
Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable
to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions
as may be acceptable to the Committee (including, without limitation, with the consent of the Committee, having the Company withhold
shares of Common Stock issuable upon exercise of the Stock Option, or by payment in full or in part in the form of Common Stock
owned by the Participant, based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee).
No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.


 


(e)  Non-Transferability
of Options.   No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution,
and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding
the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock
Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and
in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred
to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws
of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any shares of
Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option
or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the
terms of the Plan and the applicable Award Agreement.


 




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(f)   Termination
by Death or Disability.   Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant
are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are
held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by
the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate)
at any time within a period of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated
term of such Stock Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability,
if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be
exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from the date of
such death, but in no event beyond the expiration of the stated term of such Stock Options.


 


(g)  Involuntary
Termination Without Cause or for Good Reason.   Unless otherwise determined by the Committee at the time of grant, or if no
rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company
without Cause or by the Participant with Good Reason, all Stock Options that are held by such Participant that are vested and
exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within ninety (90)
days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.


 


(h)  Voluntary
Resignation.   Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced,
thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y)
hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s
Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination,
but in no event beyond the expiration of the stated term of such Stock Options.


 


(i)   Termination
for Cause.   Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced,
thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h))
after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested,
that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.


 


(j)   Unvested
Stock Options.   Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced,
thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate
and expire as of the date of such Termination.


 


(k)  Incentive
Stock Option Limitations.   To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar
year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options
shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company,
any Subsidiary or


 




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any Parent at all times
from the time an Incentive Stock Option is granted until three months prior to the date of exercise thereof (or such other period
as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the
Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions
be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders
of the Company.


 


(l)   Form,
Modification, Extension and Renewal of Stock Options.   Subject to the terms and conditions and within the limitations of the
Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may
(i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are
not reduced without such Participant’s consent and provided further that such action does not subject the Stock Options
to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options
(to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent
not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price
thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions
in accordance with Section 4.2), unless such action is approved by the stockholders of the Company.


 


(m) Deferred
Delivery of Common Stock.   The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired
pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee
in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.


 


(n)  Early
Exercise.   The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time
before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject
to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article
VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in
favor of the Company or to any other restriction the Committee determines to be appropriate.


 


(o)  Other
Terms and Conditions.   The Committee may include a provision in an Award Agreement providing for the automatic exercise of
a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise
the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying
the Non-Qualified Stock Option exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such
Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of
the terms of the Plan, as the Committee shall deem appropriate.


 




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Article
VII

STOCK APPRECIATION RIGHTS


 


7.1          Tandem
Stock Appreciation Rights.   Stock Appreciation Rights may be granted in conjunction with all or part of any Stock
Option (a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”).
In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference
Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference
Stock Option.


 


7.2          Terms
and Conditions of Tandem Stock Appreciation Rights.   Tandem Stock Appreciation Rights granted hereunder shall be
subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time
by the Committee, and the following:


 


(a)  Exercise
Price.   The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the
Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less
than 100% of the Fair Market Value of the Common Stock at the time of grant.


 


(b)  Term.   A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate
and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined
by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less
than the full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that
the exercise or termination of the Reference Stock Option causes, the number of shares covered by the Tandem Stock Appreciation
Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.


 


(c)  Exercisability.   Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options
to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions
of Section 6.4(c).


 


(d)  Method
of Exercise.   A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion
of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined
in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer
be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised.


 


(e)  Payment.   Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an
amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair
Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement
multiplied by the number of shares of Common Stock in


 




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respect of which the
Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.


 


(f)   Deemed
Exercise of Reference Stock Option.   Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or
part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation
set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.


 


(g)  Non-Transferability.   Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable
under Section 6.4(e) of the Plan.


 


7.3          Non-Tandem
Stock Appreciation Rights.   Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock
Options granted under the Plan.


 


7.4          Terms
and Conditions of Non-Tandem Stock Appreciation Rights.   Non-Tandem Stock Appreciation Rights granted hereunder
shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time
to time by the Committee, and the following:


 


(a)  Exercise
Price.   The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by
the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall
not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.


 


(b)  Term.   The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after
the date the right is granted.


 


(c)  Exercisability.   Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation
Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be
determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable
subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time
periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including,
without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised),
based on such factors, if any, as the Committee shall determine, in its sole discretion.


 


(d)  Method
of Exercise.   Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem
Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement,
by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.


 


(e)  Payment.   Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised,
up to, but no more than, an


 




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amount in cash and/or
Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one
share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date
that the right was awarded to the Participant.


 


(f)   Termination.   Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to
the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem
Stock Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options
would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through
6.4(j).


 


(g)  Non-Transferability.   No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent
and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.


 


7.5          Limited
Stock Appreciation Rights.   The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation
Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights
may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion,
designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided
in an Award Agreement, the Participant shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal
to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e)
with respect to Non-Tandem Stock Appreciation Rights.


 


7.6          Other
Terms and Conditions.   The Committee may include a provision in an Award Agreement providing for the automatic exercise
of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant
has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the shares
of Common Stock underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date
of expiration of such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Rights may contain such other provisions,
which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.


 


Article
VIII

RESTRICTED STOCK


 


8.1          Awards
of Restricted Stock.   Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under
the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted
Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section
8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration
thereof, and all other terms and conditions of the Awards.


 




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The Committee may
condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance
Goals) or such other factor as the Committee may determine in its sole discretion.


 


8.2          Awards
and Certificates.   Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such
Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company,
to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of such Award. Further,
such Award shall be subject to the following conditions:


 


(a)  Purchase
Price.   The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price
for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such
purchase price may not be less than par value.


 


(b)  Acceptance.   Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at
grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has
designated thereunder.


 


(c)  Legend.
  Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted
Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership
of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition
to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following form:


 


“The anticipation, alienation,
attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of the Townsquare Media, Inc. (the “Company”) 2014 Omnibus Incentive
Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company dated __________. Copies
of such Plan and Agreement are on file at the principal office of the Company.”


 


(d)  Custody.   If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates
evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition
of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment
(including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the
Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in
the event that such Award is forfeited in whole or part.


 


8.3          Restrictions
and Conditions.   The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions
and conditions:


 




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(a)  Restriction
Period.   (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the
period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as
set forth in the Restricted Stock Award Agreement and such agreement shall set forth a vesting schedule and any event that would
accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant
to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee
may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the
vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted
Stock Award.


 


(i)          If
the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee
shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each
Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as
otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance
Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including,
without limitation, dispositions and acquisitions) and other similar type events or circumstances.


 


(b)  Rights
as a Stockholder.   Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee
in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder
of shares of Common Stock of the Company, including, without limitation, the right to receive dividends, the right to vote such
shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The
Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and
conditioned upon, the expiration of the applicable Restriction Period.


 


(c)  Termination.   Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to
the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the
relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms
and conditions established by the Committee at grant or thereafter.


 


(d)  Lapse
of Restrictions.   If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates
for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery
to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.


 


Article
IX

PERFORMANCE AWARDS


 


9.1          Performance
Awards.   The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance
Goals. If the Performance Award


 




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is payable in shares
of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal
in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant
Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares),
as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement
in such form that is not inconsistent with the Plan and that the Committee may from time to time approve.


 


9.2          Terms
and Conditions.   Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:


 


(a)  Earning
of Performance Award.   At the expiration of the applicable Performance Period, the Committee shall determine the extent to
which the Performance Goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Award that
has been earned.


 


(b)  Non-Transferability.
  Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during
the Performance Period.


 


(c)  Dividends.   Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance
Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant.


 


(d)  Payment.   Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance Awards,
in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount
equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion,
award an amount less than the earned Performance Awards and/or subject the payment of all or part of any Performance Award to
additional vesting, forfeiture and deferral conditions as it deems appropriate.


 


(e)  Termination.   Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason
during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance
with the terms and conditions established by the Committee at grant.


 


(f)   Accelerated
Vesting.   Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the
Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.


 


Article
X

OTHER STOCK-BASED AND CASH-BASED AWARDS


 


10.1        Other
Stock-Based Awards.   The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable
in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not
limited to, shares of Common Stock awarded purely as a bonus and not subject to restrictions or conditions,


 




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shares of Common Stock
in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock
equivalent units, restricted stock units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based
Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.


 


Subject to the provisions
of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which,
such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions
of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified
Performance Period.


 


The Committee may
condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee
may determine, in its sole discretion.


 


10.2        Terms
and Conditions.   Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:


 


(a)  Non-Transferability.   Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under
this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses.


 


(b)  Dividends.   Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan,
the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or
dividend equivalents in respect of the number of shares of Common Stock covered by the Award.


 


(c)  Vesting.   Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided
in the Award Agreement, as determined by the Committee, in its sole discretion.


 


(d)  Price.   Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant
to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.


 


10.3        Other
Cash-Based Awards.   The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts,
on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required
by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction
of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting
conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other
Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s
payment obligation thereunder.


 




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Article
XI

CHANGE IN CONTROL PROVISIONS


 


11.1        Benefits.   In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an
Award Agreement, a Participant’s unvested Awards shall not vest automatically and a Participant’s Awards shall be
treated in accordance with one or more of the following methods as determined by the Committee:


 


(a)  Awards,
whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee
in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock
or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted
Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other
Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted
Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive
Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1
(and any amendment thereto).


 


(b)  The
Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of
cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such
Awards, over the aggregate exercise price of such Awards. For purposes hereof, “Change in Control Price” shall
mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.


 


(c)  The
Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or
any Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control,
by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change
in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation
of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards
that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but
any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control
does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant
thereto shall be null and void.


 


(d)  Notwithstanding
any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse
of restrictions, of an Award at any time.


 


11.2        Change
in Control.   Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement
with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if:


 




    	23



    	 



    

 


(a)  any
“person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee
or other fiduciary holding securities under any employee benefit plan of the Company, Oaktree Capital Management, L.P., or their
affiliates, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d 3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s
then outstanding securities, other than pursuant to Business Transaction (defined below) that does not constitute a “Change
in Control” thereunder;


 


(b)  during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described
in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose
election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds
of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at least a majority of the Board;


 


(c)  a
merger or consolidation of the Company or any direct or indirect Subsidiary of the Company (a “Business Transaction”)
with any other corporation, other than 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 entity) more than 50% of the combined voting power of the voting securities of the Company or its successor  (or
the ultimate parent company of the Company or its successor) outstanding immediately after such merger or consolidation; provided,
however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which
no person (other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power
of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or


 


(d)  a
complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially
all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company
to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding
voting securities of the Company at the time of the sale (or to an entity controlled by such person or persons).


 


Notwithstanding the
foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning
of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment
of such Award unless such event is also a “change in ownership,” a “change in effective control” or a
“change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A
of the Code.


 




    	24



    	 



    

 


11.3        Initial
Public Offering not a Change in Control.   Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the
Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered
a Change in Control.


 


Article
XII

TERMINATION OR AMENDMENT OF PLAN


 


Notwithstanding any
other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions
of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred
to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however,
that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted
prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided
further, that without the approval of the holders of the Company’s Common Stock entitled to vote in accordance with applicable
law, no amendment may be made that would (i) increase the aggregate number of shares of Common Stock that may be issued under
the Plan (except by operation of Section 4.2); (ii) increase the maximum individual Participant limitations for a fiscal
year under Section 4.1(b) (except by operation of Section 4.2); (iii) change the classification of individuals eligible to receive
Awards under the Plan; (iv) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (v) extend
the maximum option period under Section 6.4; (vi) alter the Performance Goals for Restricted Stock, Performance Awards or
Other Stock-Based Awards as set forth in Exhibit A hereto; or (vii) award any Stock Option or Stock Appreciation Right
in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement award.
In no event may the Plan be amended without the approval of the stockholders of the Company in accordance with the applicable
laws of the State of Delaware to increase the aggregate number of shares of Common Stock that may be issued under the Plan,
decrease the minimum exercise price of any Award, or to make any other amendment that would require stockholder approval under
Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s
securities are listed or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may
amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including
Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively,
but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall
impair the rights of any holder without the holder’s consent.


 


Article
XIII

UNFUNDED STATUS OF PLAN


 


The Plan is intended
to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which
a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.


 




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Article
XIV

GENERAL PROVISIONS


 


14.1        Legend.   The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan
to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution
thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee
deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed
or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable federal or state
securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.


 


14.2        Other
Plans.   Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable
only in specific cases.


 


14.3        No
Right to Employment/Directorship/Consultancy.   Neither the Plan nor the grant of any Option or other Award hereunder shall
give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment,
consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company
or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment,
consultancy or directorship at any time.


 


14.4        Withholding
of Taxes.   The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise
require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant
of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that
is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding
to the Company. Any minimum statutorily required withholding obligation with regard to any Participant may be satisfied, subject
to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares
of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded
and the amount due shall be paid instead in cash by the Participant.


 


14.5        No
Assignment of Benefits.   No Award or other benefit payable under the Plan shall, except as otherwise specifically provided
by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void,
and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such
person.


 




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14.6        Listing
and Other Conditions.


 


(a)  Unless
otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored
by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such
shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such
shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until
such listing has been effected.


 


(b)  If
at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an
Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under
the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery,
or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise,
with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until,
in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on
the Company.


 


(c)  Upon
termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise
have become available during the period of such suspension, but no such suspension shall extend the term of any Award.


 


(d)  A
Participant shall be required to supply the Company with certificates, representations and information that the Company requests
and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval
the Company deems necessary or appropriate.


 


14.7        Stockholders
Agreement and Other Requirements.   Notwithstanding anything herein to the contrary, as a condition to the receipt of shares
of Common Stock pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and
deliver a stockholder’s agreement or such other documentation that shall set forth certain restrictions on transferability
of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time
to time establish. Such stockholder’s agreement or other documentation shall apply to the Common Stock acquired under the
Plan and covered by such stockholder’s agreement or other documentation. The Company may require, as a condition of exercise,
the Participant to become a party to any other existing stockholder agreement (or other agreement).


 


14.8        Governing
Law.   The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of
the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict
of laws).


 


14.9        Jurisdiction;
Waiver of Jury Trial.   Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment
entered by any court of competent


 




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jurisdiction in respect
of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the
District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without
limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in
any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect
thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of
the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the
foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State
court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought
in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction
of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or
claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising
out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected
by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid,
to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company
or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing
in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.


 


14.10      Construction.   Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed
as though they were also used in the plural form in all cases where they would so apply.


 


14.11      Other
Benefits.   No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits
under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently
in effect under which the availability or amount of benefits is related to the level of compensation.


 


14.12      Costs.   The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Stock pursuant
to Awards hereunder.


 


14.13      No
Right to Same Benefits.   The provisions of Awards need not be the same with respect to each Participant, and such Awards
to individual Participants need not be the same in subsequent years.


 


14.14      Death/Disability.   The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s
death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence
as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the
agreement of the transferee to be bound by all of the terms and conditions of the Plan.


 




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14.15      Section
16(b) of the Exchange Act.   All elections and transactions under the Plan by persons subject to Section 16 of the Exchange
Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The
Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the
Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business
thereunder.


 


14.16     Section
409A of the Code.   The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall
be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A
of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final
regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.
Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code
shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply
therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if
an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for
any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to
penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants
and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified
deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the
Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation
from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months
following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid
(in a manner set forth in the Award Agreement) upon expiration of such delay period.


 


14.17      Successor
and Assigns.   The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation,
the estate of such Participant and the executor, administrator or trustee of such estate.


 


14.18      Severability
of Provisions.   If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been
included.


 


14.19      Payments
to Minors, Etc.   Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable
of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing
to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates
and their employees, agents and representatives with respect thereto.


 


14.20      Lock-Up
Agreement.   As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public
offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to
sell, contract to sell, grant any option to


 




    	29



    	 



    

 


purchase, transfer the
economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common
Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or
acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering)
during such period of time following the effective date of a registration statement of the Company filed under the Securities
Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree to
sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose
stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.


 


14.21      Headings
and Captions.   The headings and captions herein are provided for reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the construction of the Plan.


 


14.22      Post-Transition
Period.   Following the Transition Period, any Award granted under the Plan that is intended to be “performance-based
compensation” under Section 162(m) of the Code, shall be subject to the approval of the material terms of the Plan by a
majority of the stockholders of the Company in accordance with Section 162(m) of the Code and the treasury regulations promulgated
thereunder.


 


14.23      Company
Recoupment of Awards.   A Participant’s rights with respect to any Award hereunder shall in all events be subject
to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant,
or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation”
under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the
U.S. Securities and Exchange Commission.


 


Article
XV

EFFECTIVE DATE OF PLAN


 


The Plan shall become
effective on [____], 2014, which is the date of its adoption by the Board, subject to the approval of the Plan by the stockholders
of the Company in accordance with the requirements of the laws of the State of Delaware.


 


Article
XVI

TERM OF PLAN


 


No Award shall be
granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date
of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date.


 


Article
XVII

NAME OF PLAN


 


The Plan shall be
known as the “Townsquare Media Inc. 2014 Omnibus Incentive Plan.”


 




    	30



    	 



    

 










 


EXHIBIT A


 


PERFORMANCE GOALS


 


Performance goals
established for purposes of Awards intended to be Performance Awards under Article IX of the Plan may be based on the attainment
of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals:


 


		·	earnings
                                         per share;



		·	operating
                                         income;



		·	gross
                                         income;



		·	net
                                         income (before or after taxes);



		·	cash
                                         flow;



		·	gross
                                         profit;



		·	gross
                                         profit return on investment;



		·	gross
                                         margin return on investment;



		·	gross
                                         margin;



		·	operating
                                         margin;



		·	working
                                         capital;



		·	earnings
                                         before interest and taxes;



		·	earnings
                                         before interest, tax, depreciation and amortization;



		·	return
                                         on equity;



		·	return
                                         on assets;



		·	return
                                         on capital;



		·	return
                                         on invested capital;



		·	net
                                         revenues;



		·	gross
                                         revenues;



		·	revenue
                                         growth;



		·	annual
                                         recurring revenues;



		·	recurring
                                         revenues;



		·	license
                                         revenues;



		·	sales
                                         or market share;



		·	total
                                         shareholder return;



		·	economic
                                         value added;



		·	specified
                                         objectives with regard to limiting the level of increase in all or a portion of the Company’s
                                         bank debt or other long-term or short-term public or private debt or other similar financial
                                         obligations of the Company, which may be calculated net of cash balances and/or other
                                         offsets and adjustments as may be established by the Committee in its sole discretion;



		·	the
                                         fair market value of a share of Common Stock;



		·	the
                                         growth in the value of an investment in the Common Stock assuming the reinvestment of
                                         dividends; or



		·	reduction
                                         in operating expenses.



 




    	A-1



    	 



    

 


The Committee may,
in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines
should be appropriately excluded or adjusted, including:


 


(a)        restructurings,
discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting
Standards Codification 225-20, “Extraordinary and Unusual Items,” and/or management’s discussion and analysis
of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the
applicable year;


 


(b)        an event either
not directly related to the operations of the Company or not within the reasonable control of the Company’s management;
or


 


(c)        a change in tax
law or accounting standards required by generally accepted accounting principles.


 


Performance goals
may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. 


 


In addition, such
performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational
unit, administrative department or product category of the Company) performance under one or more of the measures described above
relative to the performance of other corporations. 


 




    	A-2