Exhibit 10.5




 





MEDLEY
MANAGEMENT INC.

2014 Omnibus Incentive Plan


 


1.            Purpose.
The purpose of the Medley Management Inc. 2014 Omnibus Incentive Plan is to provide a means through which the Company and its Affiliates
may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and
prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain
an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to
the value of Common Stock or LLC Interests, thereby strengthening their commitment to the welfare of the Company and its Affiliates
and aligning their interests with those of the Company’s stockholders.


 


2.            Definitions.
The following definitions shall be applicable throughout the Plan.


 


(a)          “Absolute
Share Limit” has the meaning given such term in Section 5(b) of the Plan.


 


(b)          “Affiliate”
means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.


 


(c)          “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Other Stock-Based Award, Performance Compensation Award or LLC Interests granted under the Plan.


 


(d)          “Board”
means the Board of Directors of the Company.


 


(e)          “Cause”
means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Cause”, as defined in any
employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination;
or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause”
contained therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service
Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s
employment or service with the Service Recipient, which results, or could reasonably be expected to result in, material harm to
the business or reputation of the Company or any Affiliate; (C) conviction of, or plea of guilty or no contest to, (I) any felony;
or (II) any other crime that results, or could reasonably be expected to result in, material harm to the business or reputation
of the Company or any Affiliate; (D) material violation of the written policies of the Service Recipient, including but not limited
to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals
or statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging
to the Company or any Affiliate; or (F) act of personal dishonesty that involves personal profit in connection with the Participant’s
employment or service to the Service Recipient.


 




    	 



    	 



    

  


(f)        “Change
in Control” means:


 


(i)          the
acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of
either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable
upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to
acquire such Common Stock, treating, for the avoidance of doubt, all then-outstanding LLC Units as shares of Common Stock assuming
the full exchange of then-outstanding LLC Units for shares of Common Stock in accordance with the Exchange Agreement or (B) the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;
provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control:
(I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained
by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant
or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including
the Participant);


 


(ii)         during
any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to
the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors
then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named
as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors
or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the
Board shall be deemed to be an Incumbent Director; or


 


(iii)        the
sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person that is not an Affiliate
of the Company.


 


(g)        “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 




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(h)          “Committee”
means the Compensation Committee of the Board or subcommittee thereof if required with respect to actions taken to comply with
Section 162(m) of the Code in respect of Awards or, if no such Compensation Committee or subcommittee thereof exists, the Board.


 


(i)          “Common
Stock” means the Class A common stock, par value $0.01 per share, of the Company (and any stock or other securities into
which such Common Stock may be converted or into which it may be exchanged).


 


(j)          “Company”
means Medley Management Inc., a Delaware corporation, and any successor thereto.


 


(k)          “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization.


 


(l)          “Designated
Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than the United
States of America that may be designated by the Board or the Committee from time to time.


 


(m)          “Detrimental
Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the
Company or its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with
the Service Recipient for Cause; (iii) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive
covenants, with the Company or its Affiliates; or (iv) fraud or conduct contributing to any financial restatements or irregularities,
as determined by the Committee in its sole discretion.


 


(n)          “Disability”
means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Disability”, as defined
in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination;
or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability”
contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company
or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform
the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of
whether Disability exists shall be made by the Company in its sole and absolute discretion.


 


(o)          “Effective
Date” means September 23, 2014.


 


(p)          “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act; (ii) an “outside director” within the meaning of Section 162(m) of the Code; and (iii) an “independent
director” under the rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common
Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.


 




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(q)          “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee
covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set
forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the
Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant
to a registration statement on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants
or advisors who have accepted offers of employment or consultancy from the Company or one of its Affiliates (and would satisfy
the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or
one of its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award agreement or who has
received written notification from the Committee or its designee that they have been selected to participate in the Plan. Solely
for purposes of this Section 2(q), “Affiliate” shall be limited to: (1) a Subsidiary; (2) any parent corporation of
the Company within the meaning of Section 424(e) of the Code (“Parent”); (3) any corporation, trade or business
of which 50% or more of the combined voting power of such entity’s outstanding securities is directly or indirectly controlled
by the Company or any Subsidiary or Parent; or (4) any corporation, trade or business which, directly or indirectly, controls 50%
or more of the combined voting power of the outstanding securities of the Company.


 


(r)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(s)          “Exchange
Agreement” means the Exchange Agreement, dated as of or about the date of the closing of the initial public offering
of the Company among the Company, Medley LLC and holders of LLC Units from time to time party thereto, as amended from time to
time.


 


(t)          “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.


 


(u)          “Fair
Market Value” means, on a given date, if (i) the Common Stock is listed on a national securities exchange, the closing
sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or,
if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) the Common Stock
is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average
between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last
preceding date on which a sale was reported; or (iii) the Common Stock is not listed on a national securities exchange or quoted
in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market
value of the Common Stock; provided, however, as to any Awards granted on or with a Date of Grant of the date of
the pricing of the Company’s initial public offering, “Fair Market Value” shall be equal to the per share price
the Common Stock is offered to the public in connection with such initial public offering.


 


(v)          “Immediate
Family Members” has the meaning given such term in Section 14(b) of the Plan.


 




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(w)          “Incentive
Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section
422 of the Code and otherwise meets the requirements set forth in the Plan.


 


(x)          “Indemnifiable
Person” has the meaning given such term in Section 4(f) of the Plan.


 


(y)          “LLC
Agreement” means the Amended and Restated Limited Liability Company Agreement of Medley LLC, as the same may be amended
from time to time.


 


(z)          “LLC
Interests” means any interest in Medley LLC that is designated by the Committee that is available to be issued or granted
under the Plan as an LLC Interest.


 


(aa)         “LLC
Units” has the meaning given such term in the Exchange Agreement.


 


(bb)         “Negative
Discretion” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size
of a Performance Compensation Award consistent with Section 162(m) of the Code.


 


(cc)         “Nonqualified
Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.


 


(dd)         “Non-Employee
Director” means a member of the Board who is not an employee of the Company or any Affiliate.


 


(ee)         “NYSE”
means the New York Stock Exchange.


 


(ff)         “Option”
means an Award granted under Section 7 of the Plan.


 


(gg)         “Option
Period” has the meaning given such term in Section 7(c) of the Plan.


 


(hh)         “Other
Stock-Based Award” means an Award granted under Section 10 of the Plan.


 


(ii)         “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
the Plan.


 


(jj)         “Performance
Compensation Award” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section
11 of the Plan.


 


(kk)         “Performance
Criteria” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goals for a Performance Period with respect to any Performance Compensation Award under the Plan.


 


(ll)         “Performance
Formula” means, for a Performance Period, the one or more objective formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 




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(mm)         “Performance
Goals” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria.


 


(nn)         “Performance
Period” means the one or more periods of time of not less than 12 months, as the Committee may select, over which the
attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and
the payment of, a Performance Compensation Award.


 


(oo)         “Permitted
Transferee” has the meaning given such term in Section 14(b) of the Plan.


 


(pp)         “Person”
means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision).


 


(qq)         “Plan”
means this Medley Management Inc. 2014 Omnibus Incentive Plan, as it may be amended from time to time.


 


(rr)         “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as
applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(ss)         “Restricted
Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of the Plan.


 


(tt)         “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other
property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(uu)         “SAR
Period” has the meaning given such term in Section 8(c) of the Plan.


 


(vv)         “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of
(or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(ww)         “Service
Recipient” means, with respect to a Participant holding a given Award, either the Company or an Affiliate of the Company
by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which
such original recipient provides, or following a Termination was most recently providing, services, as applicable.


 




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(xx)       “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(yy)      “Strike
Price” has the meaning given such term in Section 8(b) of the Plan.


 


(zz)       “Subsidiary”
means, with respect to any specified Person:


 


(i)          any
corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s
voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)         any
partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing
general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents
thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(aaa)     “Substitute
Award” has the meaning given such term in Section 5(e) of the Plan.


 


(bbb)    “Sub-Plans”
means, any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering
of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each
such sub-plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may
be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit
shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.


 


(ccc)     “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient.


 


3.           Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of
the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue
to apply to such Awards.


 


4.           Administration.



  


(a)          The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation
under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he or she
takes any action with respect to an Award under the Plan that is subject to Rule 16b-3 or Section 162(m) of the Code, as applicable,
be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate
any Award granted by the Committee that is otherwise validly granted under the Plan.


 






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(b)          Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock or LLC Interests, as applicable,
to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards
may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited,
or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards
or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election
of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or
supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish,
amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper
administration of the Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan; and (x) adopt Sub-Plans.


 


(c)          Except
to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person
or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the
generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority
to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or
which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons
(i) who are Non-Employee Directors or otherwise are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably
expected to be, “covered employees” for purposes of Section 162(m) of the Code.


 


(d)          Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of
the Company.


 




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(e)          Awards
may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously
granted by the Company, any of its Affiliates or any entity acquired by the Company or with which the Company combines.


 


(f)          No
member of the Board, the Committee or any employee or agent of the Company or any Subsidiary (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan
or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified
and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that
may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding
to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action
taken or omitted to be taken or determination made under the Plan or any Award agreement and against and from any and all amounts
paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person
in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall
advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking
by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the
Indemnifiable Person is not entitled to be indemnified); provided that the Company shall have the right, at its own expense,
to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense,
the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification
shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case
not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of
such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful
criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate
of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights
of indemnification to which such Indemnifiable Persons may be entitled under the Company’s or any Subsidiary’s organizational
documents, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company
may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(g)          Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules
of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In
any such case, the Board shall have all the authority granted to the Committee under the Plan.


 




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 5.           Grant
of Awards; Shares and LLC Interests Subject to the Plan; Limitations. 


 


(a)          The
Committee may, from time to time, grant Awards to one or more Eligible Persons.


 


(b)          Awards
granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, the total number of
Awards available under the Plan shall be no more than 4,500,000 (the “Absolute Share Limit”), of which all or
any portion may be issued as shares of Common Stock or LLC Interests; (ii) subject to Section 12 of the Plan, grants of Options
or SARs under the Plan in respect of no more than 4,500,000 shares of Common Stock may be made to any individual Participant
during any single fiscal year of the Company (for this purpose, if a SAR is granted in tandem with an Option (such that the SAR
expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the
Option shall count against this limitation); (iii) subject to Section 12 of the Plan, no more than the number of shares of Common
Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted
under the Plan; (iv) subject to Section 12 of the Plan, no more than 2,250,000 shares of Common Stock may be issued in respect
of Performance Compensation Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any individual
Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance
Period extends beyond a single fiscal year), or in the event such share denominated Performance Compensation Award is paid in cash,
other securities, other Awards or other property, no more than the Fair Market Value of such shares of Common Stock on the last
day of the Performance Period to which such Award relates; (v) the maximum number of shares of Common Stock subject to Awards granted
during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director
during the fiscal year, shall not exceed $1,000,000 in total value (calculating the value of any such Awards based on the grant
date fair value of such Awards for financial reporting purposes); and (vi) the maximum amount that can be paid to any individual
Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance
Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section
11(a) of the Plan) shall be $7,500,000. Unless the Committee shall otherwise determine, the Common Stock delivered by the
Company or its Affiliates upon exchange of the LLC Interests that have been issued under the Plan shall be issued under the Plan.


 


(c)          Other
than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled in cash,
or otherwise is settled without delivery to the Participant of the full number of shares of Common Stock to which the Award related,
the undelivered shares will again be available for grant. Shares of Common Stock withheld in payment of the exercise price or taxes
relating to an Award and shares equal to the number of shares surrendered in payment of any Exercise Price or Strike Price, or
taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall be deemed to again be
available for Awards under the Plan; provided, however, that such shares shall not become available for issuance hereunder
if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at the time the
applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder approval
under any then-applicable rules of the national securities exchange on which the Common Stock is listed.


 




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(d)          Shares
of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury
of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.


 


(e)          Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute
Awards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided, that Substitute Awards
issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common
Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available
shares under a stockholder approved plan of an entity directly or indirectly acquired by the Company or with which the Company
combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan
and shall not reduce the number of shares of Common Stock available for issuance under the Plan.


 


6.           Eligibility.
Participation in the Plan shall be limited to Eligible Persons.


 


7.           Options.


 


(a)          General.
Each Option granted under the Plan shall be evidenced by an Award agreement, in written or electronic form, which agreement need
not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and
to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted
under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended
to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company
and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive
Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders
of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided
that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain
such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.
In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules
as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion
thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof
shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.


 




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(b)        Exercise
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share
(determined as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee
who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock
of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on
the Date of Grant.


 


(c)        Vesting
and Expiration; Termination.


 


(i)          Options
shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee;
provided, however, that notwithstanding any such vesting dates or events, the Committee may in its sole discretion
accelerate the vesting of any Options at any time and for any reason. Options shall expire upon a date determined by the Committee,
not to exceed ten (10) years from the Date of Grant (the “Option Period”); provided, that if the Option
Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock
is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the Option
Period shall be automatically extended until the 30th day following the expiration of such prohibition. Notwithstanding
the foregoing, in no event shall the Option Period exceed five (5) years from the Date of Grant in the case of an Incentive Stock
Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any Affiliate.


 


(ii)         Unless
otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire;
(B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant
shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but
in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding
unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain
exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the Option Period).


 




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(d)        Method
of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to
any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. Options which
have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic
instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the
Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at
the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means
of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company);
provided, that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other
method as the Committee may permit in its sole discretion, including, without limitation (A) in other property having a fair market
value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such
time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically
to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock
otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price
or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable
in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding and any other applicable
taxes. Any fractional shares of Common Stock shall be settled in cash.


 


(e)        Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock
acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without
limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option
or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in
accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common
Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence,
subject to complying with any instructions from such Participant as to the sale of such Common Stock.


 


(f)        Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other
applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations
of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8.           Stock
Appreciation Rights.


 


(a)        General.
Each SAR granted under the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject to the conditions
set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons
independent of any Option.


 


(b)        Strike
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”)
per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the
Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted
shall have a Strike Price equal to the Exercise Price of the corresponding Option.


 




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(c)        Vesting
and Expiration; Termination.


 


(i)          A
SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner
and on such date or dates or upon such events as determined by the Committee; provided, however, that notwithstanding
any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any SAR at any time and for
any reason. SARs shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the
“SAR Period”); provided, that if the SAR Period would expire at a time when trading in the shares of
Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then
the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.


 


(ii)         Unless
otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B)
a Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately
terminate and expire, and each outstanding vested SAR shall remain exercisable for one (1) year thereafter (but in no event beyond
the expiration of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested SAR
granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for
ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period).


 


(d)        Method
of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to
the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such
SARs were awarded.


 


(e)        Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date
over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable
taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value,
or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.


 




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(f)        Substitution
of SARs for Nonqualified Stock Options. The Committee shall have the authority in its sole discretion to substitute, without
the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled
in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options; provided that (i)
the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option; (ii) the number
of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying
such Nonqualified Stock Options; and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such
Nonqualified Stock Options.


 


9.           Restricted
Stock and Restricted Stock Units.


 


(a)        General.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement. Each Restricted Stock and Restricted
Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award agreement.


 


(b)        Stock
Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a
stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered
in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of
the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with respect
to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under
Section 14(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and,
if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall
be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally
shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to
vote such Restricted Stock; provided that if the lapsing of restrictions with respect to any grant of Restricted Stock is
contingent on satisfaction of performance conditions (other than or in addition to the passage of time), any dividends payable
on such shares of Restricted Stock shall be held by the Company and delivered (without interest) to the Participant within fifteen
(15) days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends
shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted
Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company,
and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation
on the part of the Company.


 


(c)        Restricted
Period; Termination.


 


(i)          The
Restricted Period with respect to Restricted Stock and Restricted Stock Units shall lapse in such manner and on such date or dates
or upon such events determined by the Committee; provided, however, that notwithstanding any such dates or events,
the Committee may in its sole discretion accelerate the lapse of the Restricted Period at any time and for any reason.


 




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(ii)         Unless
otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of a Participant’s Termination
for any reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have
vested (x) all vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units shall cease and (y)
unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the
Participant, for no consideration, as of the date of such Termination.


 


(d)        Issuance
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)          Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award
agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or his or her beneficiary,
without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted
Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest
full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted
Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having
a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such
share and, if such share is forfeited, the Participant shall have no right to such dividends.


 


(ii)         Unless
otherwise provided by the Committee in an Award agreement or otherwise, upon the expiration of the Restricted Period with respect
to any outstanding Restricted Stock Units, the Company shall issue to the Participant, or his or her beneficiary, without charge,
one (1) share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock
Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares
of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (ii) defer the issuance
of shares of Common Stock (or cash or part shares of Common Stock and part cash, as the case may be) beyond the expiration of the
Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment
is made in lieu of issuing shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common
Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided
in an Award agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent
payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of
the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at
the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms
as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable
at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted
Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent
payments.


 




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(e)        Legends
on Restricted Stock. Each certificate, if any, representing Restricted Stock awarded under the Plan, if any, shall bear a legend
substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse
of all restrictions with respect to such shares of Common Stock:


 


TRANSFER OF THIS CERTIFICATE
AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE MEDLEY MANAGEMENT
INC. 2014 Omnibus INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN MEDLEY MANAGEMENT INC. AND PARTICIPANT. A COPY
OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF MEDLEY MANAGEMENT INC.


 


10.         Other
Stock- or LLC Interest-Based Awards. The Committee may
issue unrestricted Common Stock, rights to receive grants of Awards at a future date, other Awards denominated in Common Stock
(including, without limitation, performance shares or performance units) or LLC Interests, under the Plan to Eligible Persons,
alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine.
Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award agreement. Each Other Stock-Based Award so granted
shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.


 


11.         Performance
Compensation Awards.


 


(a)        General.
The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation
Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall
also have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation
Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything
in the Plan to the contrary, if the Company determines that a Participant who has been granted an Award designated as a Performance
Compensation Award is not (or is no longer) a “covered employee” (within the meaning of Section 162(m) of the Code),
the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section
11 (but subject otherwise to the provisions of Section 13 of the Plan).


 




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(b)          Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee
shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be
issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance
Goal(s) that is (are) to apply and the Performance Formula(e). Within the first ninety (90) days of a Performance Period (or, within
any other maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation
Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the
immediately preceding sentence and record the same in writing.


 


(c)          Performance
Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) may be based on the attainment of
specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product
lines, brands, business segments, administrative departments, or any combination of the foregoing) and shall be limited to the
following, which may be determined in accordance with generally accepted accounting principles (“GAAP”) or on
a non-GAAP basis: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings
per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit
or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to,
return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including,
but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not required to be
measured on a per share basis; (viii) earnings before or after interest, taxes, depreciation and/or amortization (including EBIT
and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth
measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings;
(xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures
of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder
return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures
of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of
specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions
of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other
operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives;
or (xxviii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another
Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates
as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments
of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above
Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special
index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee
also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to
the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall,
within the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of
the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance
Period.


 




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(d)        Modification
of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter
the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion
to make such alterations without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance
Compensation Award is granted, the Committee shall, during the first ninety (90) days of a Performance Period (or, within any other
maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority
at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail
to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications
to be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect
the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in
tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring
programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor
pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other
specific, unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses;
(ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.


 


(e)        Payment
of Performance Compensation Awards.


 


(i)          Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company
on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance
Period.


 


(ii)         Limitation.
Unless otherwise provided in the applicable Award agreement, a Participant shall be eligible to receive payment in respect of a
Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or
some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based
on the application of the Performance Formula to such achieved Performance Goals.


 


(iii)        Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of
the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine
the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing,
may apply Negative Discretion.


 




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(iv)         Use
of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award
for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the
Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable
Award agreement, the Committee shall not have the discretion to: (A) grant or provide payment in respect of Performance Compensation
Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a
Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.


 


(f)        Timing
of Award Payments. Unless otherwise provided in the applicable Award agreement, Performance Compensation Awards granted for
a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications
required by this Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of which
the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash,
by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect
to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a
share of Common Stock from the date such Award is deferred to the payment date. Any Performance Compensation Award that is deferred
and is otherwise payable in shares of Common Stock shall be credited (during the period between the date as of which the Award
is deferred and the payment date) with dividend equivalents (in a manner consistent with the methodology set forth in the last
sentence of Section 9(d)(ii) of the Plan).


 


12.         Changes
in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular
cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property,
including LLC Interests), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company or LLC Interests,
issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company or LLC Interests, or
other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common
Stock or LLC Interests, as applicable or (b) unusual or nonrecurring events (including, without limitation, a Change in Control)
affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules,
rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting
principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary
or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including, without
limitation, any or all of the following:


 


(i)          adjusting
any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which
may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other
securities or other property, including LLC Interests) which may be issued in respect of Awards or with respect to which Awards
may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan);
and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities
of the Company (or number and kind of other securities or other property, including LLC Interests) subject to outstanding Awards
or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with respect to any Award; or (3) any applicable
performance measures (including, without limitation, Performance Criteria and Performance Goals);


 




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(ii)         providing
for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the exercisability of, lapse of restrictions
on, or termination of, Awards or providing for a period of time (which shall not be required to be more than ten (10) days) for
Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate
upon the occurrence of such event); and


 


(iii)        cancelling
any one or more outstanding Awards and causing to be paid to the holders holding vested Awards (including any Awards that would
vest as a result of the occurrence of such event but for such cancellation) the value of such Awards, if any, as determined by
the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders
of the Company or holders of LLC Interests, as applicable, in such event), including, without limitation, in the case of an outstanding
Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the
Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such
Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike
Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated
without any payment or consideration therefor);


 


provided, however, that in the case of any “equity
restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718
(or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards
to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation
of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of
Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which does not adversely affect
the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and binding for all
purposes. Payments to holders pursuant to clause (iii) above shall be made in cash or, in the sole discretion of the Committee,
in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof)
as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately
prior to such transaction, the holder of the number of shares of Common Stock or LLC Interests, as applicable, covered by the Award
at such time (less any applicable Exercise Price or Strike Price). In addition, prior to any payment or adjustment contemplated
under this Section 12, the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his
Awards; (B) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same
post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders
of Common Stock or LLC Interests, as applicable and (C) deliver customary transfer documentation as reasonably determined by the
Committee.


 




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13.          Amendments
and Termination.


 


(a)         Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
stockholder approval if: (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including,
without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system
on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would
materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or
12 of the Plan) or (iii) it would materially modify the requirements for participation in the Plan; provided, further, that
any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights
of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without
the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the
last proviso of Section 13(b) of the Plan without stockholder approval.


 


(b)         Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award agreement, prospectively or retroactively (including after a Participant’s Termination); provided
that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and
adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective
without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise
permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike
Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with
a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value
(if any) of the cancelled Option or SAR and (iii) the Committee may not take any other action which is considered a “repricing”
for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities
of the Company are listed or quoted.


 


14.          General.


 


(a)         Award
Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant
and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect
on such Award of the death, Disability or Termination of a Participant, or of such other events as may be determined by the Committee.
For purposes of the Plan, an Award agreement may be in any such form (written or electronic) as determined by the Committee (including,
without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the
Award. The Committee need not require an Award agreement to be signed by the Participant or a duly authorized representative of
the Company.


 




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(b)        Nontransferability.


 


(i)          Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant (including, without limitation, except as may be prohibited by applicable law, pursuant
to a domestic relations order) other than by will or by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate;
provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance.


 


(ii)         Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as
such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated
by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely
for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose
only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom donations
are eligible to be treated as “charitable contributions” for federal income tax purposes;


 


(each transferee described in clauses (A), (B), (C)
and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant
gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies
the Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii)        The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that: (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of
such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is
necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise;
and (D) the consequences of the Termination of the Participant under the terms of the Plan and the applicable Award agreement shall
continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the
Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.


 




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(c)        Dividends
and Dividend Equivalents. The Committee in its sole discretion may provide a Participant as part of an Award with dividends,
dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other
Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in
its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company
subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided,
that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options or SARs;
or (ii) unearned Performance Compensation Awards or other unearned Awards subject to performance conditions (other than or in addition
to the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in respect of unearned
Awards and paid within fifteen (15) days after such Awards are earned and become payable or distributable).


 


(d)        Tax
Withholding.


 


(i)          A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property issuable or deliverable
under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock,
other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise,
or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of
the Committee or the Company to satisfy all obligations for the payment of such withholding or any other applicable taxes.


 


(ii)         Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge
or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having
the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement
of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares
withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the minimum required statutory
withholding liability.


 




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(e)        No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or any Affiliate, or other person, shall
have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Company or any Affiliate, nor shall it be construed as giving any Participant any
rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment
or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided
in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the
Award beyond the period provided under the Plan or any Award agreement, except to the extent of any provision to the contrary in
any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such
agreement is executed before, on or after the Date of Grant.


 


(f)         International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and
who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may,
in its sole discretion, amend the terms of the Plan or Sub-Plans or outstanding Awards with respect to such Participants in order
to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant,
the Company or its Affiliates.


 


(g)        Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the
beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon
his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall
be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.
If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant
is unmarried at the time of death, his or her estate.


 


(h)        Termination.
Except as otherwise provided in an Award agreement, unless determined otherwise by the Committee at any point following such event:
(i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation,
a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service
with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination;
and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company
and its Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the
Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be an Affiliate
of the Company (by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant’s employment
or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such
Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.


 




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(i)         No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled
to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have
been issued or delivered to such person.


 


(j)         Government
and Other Regulations.


 


(i)          The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions
of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from
offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for
sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of
counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied
with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock
to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other
securities of the Company or any Affiliate issued under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal securities laws, or the rules,
regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws,
rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause
a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate
issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of
the Company or any Affiliate issued under the Plan in book-entry form to be held subject to the Company’s instructions or
subject to appropriate stop transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves
the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary
or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the
Award is subject.


 




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(ii)         The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the
public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common
Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable.
If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to
the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such
Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested
or issued, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively)
or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall
be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.


 


(k)        No
Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision
of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing
prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the
Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify
the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental
authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


(l)         Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan
is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such
person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the
Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to
payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(m)       Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such
arrangements may be either applicable generally or only in specific cases.


 




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(n)        No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity,
on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations
under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence
of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan
other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as other employees under general law.


 


(o)        Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act,
as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with
the Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(p)        Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan
or as required by applicable law.


 


(q)        Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.


 


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


 


(s)        Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.


 


(t)         409A
of the Code.


 


(i)          Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A of the Code,
and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes
or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes
and penalties that may be imposed on or in respect of such Participant in connection with this Plan (including any taxes and penalties
under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise
hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that
is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination
of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of
Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award
granted under the Plan is designated as separate payments.


 






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(ii)         Notwithstanding
anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code
and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section
409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s
“separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month
delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code
that is also a business day.


 


(iii)        Unless
otherwise provided by the Committee in an Award agreement or otherwise, in the event that the timing of payments in respect of
any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be
accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise
to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change
in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury
Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies
the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.


 


(u)        Clawback/Forfeiture.
Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the Committee may in its sole discretion
cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may also provide in an
Award agreement that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit
any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. The Committee may also provide
in an Award agreement that if the Participant receives any amount in excess of what the Participant should have received under
the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations
or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without
limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary
to comply with applicable law.


 




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(v)          Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or
headings, shall control.


 








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