Exhibit 10.9


 


FIFTH STREET ASSET MANAGEMENT INC.


  


 






 


2014 OMNIBUS INCENTIVE PLAN


  


 






 


ARTICLE
I



PURPOSE


 


The purpose of this
Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the
benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors incentive
awards to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the
Company’s stockholders. The Plan, as set forth herein, is effective as of the Effective Date (as defined in Article XIV).


 


ARTICLE
II



DEFINITIONS


 


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


 


2.1           “Acquisition
Event” means a merger or consolidation in which the Company is not the surviving entity,
any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Class A Common Stock
and Class B Common Stock by a single person or entity or by a group of persons or entities acting in concert, or the sale or transfer
of all or substantially all of the Company’s assets.


 


2.2           “Affiliate”
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation,
trade or business (including a partnership or limited liability company) that is directly or indirectly controlled 50% or more
(whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or any Affiliate;
(d) any corporation, trade or business (including a partnership or limited liability company) that directly or indirectly controls
50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any Affiliate has a material equity interest and that is designated as an “Affiliate”
by resolution of the Committee.


 


2.3           “Appreciation
Award” means any Stock Option or any Other Stock-Based Award that is based on the appreciation
in value of a share of Class A Common Stock in excess of an amount at least equal to the Fair Market Value on the date such Other
Stock-Based Award is granted.


 


2.4           “Award”
means any award granted or made under the Plan of any Stock Option, Restricted Stock, Other Stock-Based
Award or Performance-Based Cash Award.


 


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


 




    	 



    	 



    

  


2.6           “Cause”
means, with respect to a Participant’s Termination of Employment or Termination of Consultancy,
unless otherwise determined by the Committee at the time of grant of the Award: (a) if there is no written employment agreement,
consulting agreement, change in control agreement or similar agreement that defines “cause” (or words of like import)
in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award, termination due to (i)
the Participant’s commission of, conviction or admission of, or plea of nolo contendere with respect to, a felony
or a crime involving moral turpitude (other than a motor vehicle offense); (ii) the Participant’s conduct reasonably expected
to bring the Company or an Affiliate into public disgrace or disrepute or otherwise injurious to their respective businesses, reputation
or goodwill; (iii) an act by the Participant of fraud, misappropriation or embezzlement, (iv) the Participant’s gross negligence,
willful misconduct or material breach of fiduciary duty; (v) the Participant’s breach of any agreement with the Company or
an Affiliate, including the Company’s standard Non-Competition, Non-Solicitation and Non-Disclosure Agreement (as in effect
from time to time) or any other confidentiality or other restrictive covenant agreement entered into between the Participant and
the Company or an Affiliate; (vi) the Participant’s commission of a reportable violation of any applicable banking, securities
or commodities laws, rules or regulations that constitutes a serious offense or could or does result in a significant fine; (vii)
the Participant’s violation of material policies, practices and standards of behavior of the Company or an Affiliate (including,
without limitation, any securities trading, conflict of interest or code of conduct policies); (viii) the Participant’s insubordination
or willful and deliberate failure or refusal to perform his or her duties or responsibilities for any reason other than illness
or incapacity; or (ix) unsatisfactory performance by the Participant of his or her duties in any material respect, provided that
the Participant is given notice and an opportunity to cure as determined by the Committee; or (b) if there is a written employment
agreement, consulting agreement, change in control agreement or similar agreement that defines “cause” (or words of
like import) or if “cause” is defined in the applicable Award agreement, “cause” as defined under such
agreement; provided that with regard to any agreement under which the definition of “cause” only applies on occurrence
of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and
then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause”
means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.


 


2.7           “Change
in Control” means, unless otherwise defined in the applicable Award agreement or other
written agreement approved by the Committee and subject to Section 13.14(b), the occurrence of any of the following:


 


(a)          the
acquisition (including through purchase, reorganization, merger, consolidation or similar transaction), directly or indirectly,
in one or more transactions by a Person (other than any Person or group of Persons consisting solely of stockholders of the Company
as of date immediately prior to the Registration Date) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of securities representing 50% or more of the combined voting power of the securities of the Company entitled to vote generally
in the election of directors of the Board (the “Company Voting Securities”), calculated on a fully diluted
basis after giving effect to such acquisition;


 


(b)          the
individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”), cease for
any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election
by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or


 




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(c)          
the sale or other disposition, directly or indirectly, of all or substantially all of the assets of the Company and its subsidiaries,
taken as a whole, to any Person (other than any Person or group of Persons consisting solely of stockholders of the Company as
of the date immediately prior to the Registration Date).


 


2.8           “Change
in Control Price” has the meaning set forth in Section 10.1(b).


 


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


 


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


 


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


 


2.12         “Committee”
means: (a) with respect to the application of the Plan to Eligible Employees and Consultants,
a committee or subcommittee of the Board consisting of two or more non-employee directors, each of whom is intended to be (i) to
the extent required by Rule 16b-3, a “nonemployee director” as defined in Rule 16b-3; (ii) to the extent required by
Section 162(m), an “outside director” as defined under Section 162(m); and (iii) as applicable, an “independent
director” as defined under the Nasdaq Listing Rules or other applicable stock exchange rules; and (b) with respect to
the application of the Plan to Non-Employee Directors, the Board. To the extent that no Committee exists that has the authority
to administer the Plan, the functions of the Committee shall be exercised by the Board and all references herein to the Committee
shall be deemed references to the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3
or Section 162(m), such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the
Committee.


 


2.13         “Company”
means Fifth Street Asset Management Inc., a Delaware corporation, and its successors by operation
of law.


 


2.14         “Competitor”
means any Person that is, directly or indirectly, in competition with the business or activities
of the Company and its Affiliates.


 


2.15         “Consultant”
means any natural person who provides bona fide consulting or advisory services to the Company
or its Affiliates, provided that such services (i) are not in connection with the offer or sale of securities in a capital-raising
transaction, and (ii) do not, directly or indirectly, promote or maintain a market for the Company’s or its Affiliates’
securities.


 


2.16         “Detrimental
Activity” means:


 


(a)          without
written authorization from the Company, disclosure to any Person outside the Company and its Affiliates, except as necessary in
the furtherance of Participant’s responsibilities to the Company or any of its Affiliates, at any time, of any confidential
or proprietary information of the Company or any of its Affiliates acquired by the Participant at any time prior to the Participant’s
Termination;


 




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(b)          any
activity while employed or performing services that results, or if known could have reasonably been expected to result, in the
Participant’s Termination for Cause;


 


(c)          without
written authorization from the Company, directly or indirectly, in any capacity whatsoever, (i) own, manage, operate, control,
be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or
render services to any Competitor; (ii) solicit, aid or induce any customer of the Company or any Subsidiary to curtail, reduce
or terminate its business relationship with the Company or any Subsidiary, or in any other way interfere with any such business
relationships with the Company or any Subsidiary; (iii) solicit, aid or induce any employee, representative or agent of the Company
or any Subsidiary to leave such employment or retention or to accept employment with or render services to or with any other person,
firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent or
take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting
any such employee, representative or agent; or (iv) interfere, or aid or induce any other person or entity in interfering, with
the relationship between the Company, its Subsidiaries and any of their respective vendors, joint venturers or licensors;


 


(d)          a
material breach by the Participant of any agreement between the Participant and the Company or an Affiliate;


 


(e)          a
breach by the Participant of the Company’s standard Non-Competition, Non-Solicitation and Non-Disclosure Agreement (as in
effect from time to time) or any other confidentiality or other restrictive covenant agreement entered into between the Participant
and the Company or an Affiliate; or


 


(f)          direct
or indirect Disparagement, or the inducement of others to engage in Disparagement.


 


Only the Chief Executive Officer of the
Company (or his or her designee, as evidenced in writing) shall have the authority to provide the Participant with written authorization
to engage in the activities contemplated in subsections (a) and (c).


 


2.17         “Disability”
means with respect to a Participant’s Termination, a permanent and total disability as
defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee
of the Disability. Notwithstanding the foregoing, for an Award that provides for payment or settlement triggered upon a Disability
and that constitutes a Section 409A Covered Award, the foregoing definition shall apply for purposes of vesting of such Award,
provided that for purposes of payment or settlement of such Award, such Award shall not be paid (or otherwise settled) until the
earliest of: (A) the Participant’s “disability” within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the
Code, (B) the Participant’s “separation from service” within the meaning of Section 409A of the Code and (C)
the date such Award would otherwise be settled pursuant to the terms of the Award agreement.


 


2.18         “Disparagement”
means making comments or statements that could reasonably be expected to adversely affect in
any manner: (a) the business of the Company or its Affiliates (including any products, services or business plans or prospects);
or (b) the business reputation of the Company or its Affiliates, or any of their products or services, or their past or present
officers, directors or employees. For purposes of this Section 2.17, “Disparagement”
does not include (i) compliance with legal process or subpoenas to the extent only truthful statements are rendered in such compliance
attempt, or (ii) statements made in response to an inquiry from a court or regulatory body.


 




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2.19         “Effective
Date” means the effective date of the Plan as defined in Article XIV.


 


2.20         “Eligible
Employee” means an employee of the Company or an Affiliate.


 


2.21         “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations
promulgated thereunder. Any references to any section of the Exchange Act shall also be a reference to any successor provision.


 


2.22         “Exercisable
Awards” has the meaning set forth in Section 4.2(d).


 


2.23         “Fair
Market Value” means, unless otherwise required by any applicable provision of the Code,
as of any date and except as provided below, (a) the closing price reported for the Class A Common Stock on such date: (i) as reported
on the principal national securities exchange in the United States on which it is then traded; or (ii) if not traded on any such
national securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry Regulatory Authority
or (b) if the Class A Common Stock shall not have been reported or quoted on such date, on the first day prior thereto on which
the Class A Common Stock was reported or quoted. If the Class A Common Stock is not traded, listed or otherwise reported or quoted,
then Fair Market Value means the fair market value of the Class A Common Stock as determined by the Committee in good faith in
whatever manner it considers appropriate taking into account the requirements of Section 409A or Section 422 of the Code, as applicable.
Notwithstanding anything herein to the contrary, for purposes of any Stock Options that are granted effective on the Registration
Date, the Fair Market Value shall equal the initial public offering price of the Class A Common Stock.


 


2.24         “Family
Member” means “family member” as defined in Section A.1.(5) of the general
instructions of Form S-8, as may be amended from time to time.


 


2.25         “Incentive
Stock Option” means any Stock Option awarded to an Eligible Employee of the Company,
its Subsidiaries or its Parent intended to be and designated as an “Incentive Stock Option” within the meaning of Section
422 of the Code.


 


2.26         “Individual
Target Award” has the meaning in Section 9.1.


 


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


 


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


 


2.29         “Other
Extraordinary Event” has the meaning in Section 4.2(b).


 


2.30         “Other
Stock-Based Award” means an Award under Article VIII that is valued in whole or in
part by reference to, or is payable in or otherwise based on, Class A Common Stock.


 


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


 


2.32         “Participant”
means an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted
pursuant to the Plan.


 




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2.33         “Performance-Based
Cash Award” means a cash Award under Article IX that is payable or otherwise based
on the attainment of certain pre-established performance goals during a Performance Period.


 


2.34         “Performance
Criteria” has the meaning set forth in Exhibit A.


 


2.35         “Performance
Period” means each fiscal year of the Company or such other period (as specified by
the Committee) over which the attainment of performance goals is measured.


 


2.36         “Performance
Share” means an Other Stock-Based Award of the right to receive a number of shares
of Class A Common Stock or cash of an equivalent value at the end of a specified Performance Period.


 


2.37         “Performance
Unit” means an Other Stock-Based Award of the right to receive a fixed dollar amount,
payable in cash or Class A Common Stock or a combination of both, at the end of a specified Performance Period.


 


2.38         “Person”
means any individual, entity (including any employee benefit plan or any trust for an employee
benefit plan) or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision).


 


2.39         “Plan”
means this Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan, as amended from time
to time.


 


2.40         “Registration
Date” means the first date on or after the Effective Date (a) on which the Company
sells its Class A Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities
Act or (b) any class of common equity securities of the Company is required to be registered under Section 12 of the
Exchange Act.


 


2.41         “Restricted
Stock” means an Award of shares of Class A Common Stock that is subject to restrictions
pursuant to Article VII.


 


2.42         “Restriction
Period” has the meaning set forth in Section 7.3(a).


 


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


 


2.44         “Section
162(m)” means the exception for performance-based compensation under Section 162(m)
of the Code.


 


2.45         “Section
4.2 Event” has the meaning set forth in Section 4.2(b).


 


2.46         “Section
409A” means the nonqualified deferred compensation rules under Section 409A of the
Code.


 


2.47         “Section
409A Covered Award” has the meaning set forth in Section 13.14.


 


2.48         “Securities
Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated
thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision.


 


2.49         “Share
Limit” has the meaning set forth in Section 4.1(a)(i).


 




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2.50         “Stock
Option” or “Option” means
any option to purchase shares of Class A Common Stock granted to Eligible Employees, Non-Employee Directors or Consultants pursuant
to Article VI.


 


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


 


2.52         “Substitute
Awards” has the meaning set forth in Section 4.1(a)(v).


 


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


 


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


 


2.55         “Termination
of Consultancy” means: (a) that the Consultant is no longer acting as a consultant
to the Company or an Affiliate; or (b) when an entity that is retaining a Participant as a Consultant ceases to be an Affiliate
unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity
ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination
of his or her consultancy, unless otherwise determined by the Committee no Termination of Consultancy shall be deemed to occur
until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding
the foregoing, the Committee may otherwise define Termination of Consultancy in the Award agreement or, if no rights of a Participant
are reduced, may otherwise define Termination of Consultancy thereafter.


 


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


 


2.57         “Termination
of Employment” means: (a) a termination of employment (for reasons other than
a military or approved personal leave of absence) of a Participant from the Company and its Affiliates; or (b) when an entity
that is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes
a Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee
no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee,
a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment
in the Award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter.


 




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2.58         “Transfer”
means: (a) when used as a noun, any direct or indirect transfer, offer, sale, assignment, pledge,
lease, donation, grant, gift, bequest, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb,
to directly or indirectly transfer, offer, sell, assign, pledge, lease, donate, grant, gift, bequest, encumber, charge, hypothecate
or otherwise dispose of (including the issuance of equity in a Person) whether for value or for no value and whether voluntarily
or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative
meaning.


 


2.59         “Transition
Period” means the “reliance period” under Treasury Regulation Section 1.162-27(f)(2),
which ends on the earliest to occur of the following: (i) the date of the first annual meeting of stockholders of the Company
at which directors are to be elected that occurs after December 31, 2017 or, if the Registration Date does not occur in 2014,
the date of the first annual meeting of stockholders at which directors are to be elected that occurs after the close of the third
calendar year following the calendar year in which the Registration Date occurs; (ii) the date the Plan is materially amended
for purposes of Treasury Regulation Section 1.162-27(h)(1)(iii); or (iii) the date all shares of Class A Common Stock
available for issuance under the Plan have been allocated.


 


ARTICLE
III



ADMINISTRATION


 


3.1           The
Committee. The Plan shall be administered and interpreted by the Committee.


 


3.2           Grant
and Administration of Awards. The Committee shall have full authority and discretion, as
provided in Section 3.7, to grant and administer Awards including the authority to:


 


(a)          select
the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted;


 


(b)          determine
the number of shares of Class A Common Stock to be covered by each Award;


 


(c)          determine
the type and the terms and conditions, not inconsistent with the terms of the Plan, of each Award (including, but not limited to,
the exercise or purchase price (if any), any restriction, forfeiture, limitation or any vesting schedule or acceleration or waiver
thereof);


 


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


 


(e)          determine
whether to require a Participant, as a condition of the granting of any Award, to refrain from selling or otherwise disposing of
Class A Common Stock acquired pursuant to such Award for a period of time as determined by the Committee;


 


(f)          condition
the grant, vesting or payment of any Award on the attainment of performance goals (including goals based on the Performance Criteria)
over a Performance Period, set such goals and such period, and certify the attainment of such goals;


 


(g)          adopt,
alter and repeal such sub-plans to the Plan as it shall deem necessary or advisable;


 




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(h)          amend,
after the date of grant, the terms that apply to an Award, provided that such amendment does not reduce the Participant’s
rights under the Award;


 


(i)          determine
the circumstances under which Class A Common Stock and other amounts payable with respect to an Award may be deferred automatically
or at the election of the Participant, in each case in a manner intended to comply with or be exempt from Section 409A;


 


(j)          generally,
exercise such powers and perform such acts as the Committee deems necessary or advisable to promote the best interests of the Company
in connection with the Plan that are not inconsistent with the provisions of the Plan;


 


(k)          construe
and interpret the terms and provisions of the Plan and any Award (and any agreements relating thereto); and


 


(l)          correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto.


 


3.3           Award
Agreements. All Awards shall be evidenced by, and subject to the terms and conditions of,
a written notice provided by the Company to the Participant or a written agreement executed by the Company and the Participant.


 


3.4           Guidelines.
Subject to Articles XI, the Committee shall, in its sole discretion, have the authority to: adopt,
alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, as it shall, from
time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award granted under the Plan
(and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may, in its sole
discretion, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto
in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may, in
its sole discretion, adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the
taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions.
To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3 and shall be limited, construed
and interpreted in a manner so as to comply therewith.


 


3.5           Section
162(m). Notwithstanding the foregoing, with regard to any provision of the Plan or any agreement
relating thereto that is intended to comply with Section 162(m) following the Transition Period, any action or determination
by the Committee shall be permitted only to the extent such action or determination would be permitted under Section 162(m).
The Plan has been adopted by the Board prior to the Registration Date, is intended to rely on the Transition Period and, following
the Transition Period with respect to Awards intended to be “performance-based,” to comply with the applicable provisions
of Section 162(m), and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.


 


3.6           Delegation;
Advisors. The Committee may, from time to time as it deems advisable, to the extent permitted
by applicable law and stock exchange rules:


 


(a)          delegate
its responsibilities to officers or employees of the Company and its Affiliates, including delegating authority to officers to
grant Awards or execute agreements or other documents on behalf of the Committee; and


 




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(b)          engage
legal counsel, consultants, professional advisors and agents to assist in the administration of the Plan and rely upon any opinion
or computation received from any such Person. Expenses incurred by the Committee or the Board in the engagement of any such person
shall be paid by the Company.


 


3.7           Decisions
Final. All determinations, evaluations, elections, approvals, authorizations, consents, decisions,
interpretations and other actions made or taken by or at the direction of the Company, the Board or the Committee (or any of its
members) arising out of or in connection with the Plan shall be within the sole and absolute discretion of all and each of them,
and shall be final, binding and conclusive on all employees and Participants and their respective beneficiaries, heirs, executors,
administrators, successors and assigns.


 


3.8           Procedures.
If the Committee is appointed, the Committee shall hold meetings, subject to the By-Laws of the
Company, at such times and places as it shall deem advisable, including by telephone conference or by written consent. The Committee
shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.


 


3.9           Liability;
Indemnification.


 


(a)          The
Committee, its members and any delegate or Person engaged pursuant to Section 3.6 shall not be liable for any action or determination
made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer or employee of the Company
or any Affiliate or member or former member of the Committee or of the Board shall be liable for any action or determination made
in good faith with respect to the Plan or any Award granted under it.


 


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


 




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ARTICLE
IV



SHARE LIMITATIONS


 


4.1           Shares.


 


(a)          General
Limitations.


 


(i)          The
aggregate number of shares of Class A Common Stock that may be issued or used for reference purposes or with respect to which Awards
may be granted over the term of the Plan shall not exceed [____________] shares (subject to any increase
or decrease pursuant to Section 4.2) (the “Share Limit”). Notwithstanding the foregoing,
the Share Limit shall be increased on January 1 of each year commencing in 2015 and ending on (and including) January 1,
2024 by a number of shares of Class A Common Stock equal to the positive difference, if any,
of (x) 15% of the aggregate number of shares of the Class A Common Stock (including any limited partnership interests of Fifth
Street Holdings L.P. that are exchangeable into shares of the Class A Common Stock) outstanding on the last day of the immediately
preceding fiscal year minus (y) the aggregate number of shares of Class A Common Stock that were available for the issuance
of future Awards under the Plan on such last day of the immediately preceding fiscal year, unless the Committee should decide to
increase the number of shares of Class A Common Stock covered by the Plan by a lesser amount on any such date. Subject
to Sections 4.1(a)(ii) and 4.2, no more than [____________] shares of Class A
Common Stock in the aggregate may be issued under the Plan in respect of Incentive Stock Options.


 


(ii)         If
any Appreciation Award expires, terminates or is canceled for any reason without having been exercised in full, the number of shares
of Class A Common Stock underlying any unexercised portion shall again be available under the Plan. If shares of Restricted Stock
or Other Stock-Based Awards that are not Appreciation Awards are forfeited for any reason, the number of forfeited shares comprising
or underlying the Award shall again be available under the Plan.


 


(iii)        The
number of shares of Class A Common Stock available for the purpose of Awards under the Plan shall be reduced by (A) the total number
of Appreciation Awards that have been exercised, regardless of whether any of the shares of Class A Common Stock underlying such
Awards are not actually issued to the Participant as the result of a net exercise or settlement, and (B) all shares of Class A
Common Stock, not covered by clause (A) above, used to pay any exercise price or tax withholding obligation with respect to any
Award. In addition, the Company may not use the cash proceeds it receives from Stock Option exercises to repurchase shares of Class
A Common Stock on the open market for reuse under the Plan. Notwithstanding anything to the contrary herein, Awards that may be
settled solely in cash shall not be deemed to use any shares under the Plan.


 


(iv)        Shares
issued under the Plan may be either authorized and unissued Class A Common Stock or Class A Common Stock held in or acquired for
the treasury of the Company, or both.


 




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(v)         The
Committee may grant Awards in respect of Class A Common Stock under the Plan in substitution for stock and stock-based awards held
by employees of another entity who become employees of the Company or a Subsidiary as a result of a merger or consolidation of
the former employing entity with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock
of the former employing entity (“Substitute Awards”). The Committee may direct that the Substitute Awards
be made on such terms and conditions as the Committee considers appropriate under the circumstances. Substitute Awards shall not
be counted against the 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 Class A 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 Class A Common Stock
available for issuance under the Plan.


 


(b)          Individual
Participant Limitations. Except as otherwise provided herein:


 


(i)          the
maximum number of shares of Class A Common Stock that may be made subject to Stock Options, Restricted Stock or Other Stock-Based
Awards denominated in shares of Class A Common Stock granted to each Eligible Employee or Consultant during any fiscal year of
the Company is [________] shares per type of Award (subject to increase or decrease pursuant to Section 4.2); provided that the
maximum number of shares of Class A Common Stock for all types of Awards during any fiscal year of the Company that may be granted
to each Eligible Employee or Consultant is [________] shares (subject to increase or decrease pursuant to Section 4.2); and


 


(ii)         the
aggregate amount of compensation to be paid to any one Participant in respect of all Other Stock-Based Awards denominated in dollars
and Performance-Based Cash Awards, and granted to such Participant in any one calendar year, shall not exceed $[________]; and
any Awards that are cancelled during the year shall be counted against this limit to the extent required by Section 162(m) of the
Code; and


 


provided further, however, that the foregoing
individual Participant limits shall not apply to (i) any Awards granted at any time that are not intended to be “performance-based”
under Section 162(m) of the Code, and (ii) the following Awards granted at any time during the Transition Period: (A) Options or
Other Stock-Based Awards that are stock appreciation rights and (B) Restricted Stock or Other Stock-Based Awards that constitute
“restricted property” under Code Section 83 to the extent granted during the Transition Period, even if such Awards
vest or are settled after the Transition Period.


 


4.2           Changes.


 


(a)          The
existence of the Plan and the Awards shall not affect in any way the right or power of the Board or the stockholders of the Company
to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure
or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Class A Common Stock or the Class B Common Stock, (iv) the dissolution or liquidation
of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate,
(vi) any Section 4.2 Event or (vii) any other corporate act or proceeding.


 




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(b)          Subject
to the provisions of Section 4.2(d), in the event of any change in the capital structure or business of the Company by reason of
any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation,
spin off, split off, reorganization or partial or complete liquidation, sale or transfer of all or part of the Company’s
assets or business, or other corporate transaction or event that would be considered an “equity restructuring” within
the meaning of FASB ASC Topic 718 (each, a “Section 4.2 Event”), then (i) the aggregate number or kind
of shares that thereafter may be issued under the Plan, (ii) the number or kind of shares or other property (including cash) subject
to an Award, (iii) the purchase or exercise price of Awards, or (iv) the individual Participant limits set forth in Section
4.1(b) (other than cash limitations) shall be adjusted by the Committee as the Committee determines, in good faith, to be necessary
or advisable to prevent substantial dilution or enlargement of the rights of Participants under the Plan. In connection with any
Section 4.2 Event, the Committee may provide for the cancellation of outstanding Awards and payment in cash or other property in
exchange therefor. In addition, subject to Section 4.2(d), in the event of any change in the capital structure of the Company that
is not a Section 4.2 Event (an “Other Extraordinary Event”), then the Committee may make the adjustments
described in clauses (i) through (iv) above as it determines, in good faith, to be necessary or advisable to prevent substantial
dilution or enlargement of the rights of Participants under the Plan. Notice of any such adjustment shall be given by the Committee,
or otherwise be made available, to each Participant whose Award has been adjusted and such adjustment (whether or not such notice
is given) shall be binding for all purposes of the Plan. Except as expressly provided in this Section 4.2(b) or in the applicable
Award agreement, a Participant shall have no rights by reason of any Section 4.2 Event or any Other Extraordinary Event. Notwithstanding
the foregoing, (x) any adjustments made pursuant to Section 4.2(b) to Awards that are considered “non-qualified deferred
compensation” within the meaning of Section 409A shall be made in a manner intended to comply with the requirements of Section
409A; and (y) any adjustments made pursuant to Section 4.2(b) to Awards that are not considered “non-qualified deferred compensation”
subject to Section 409A shall be made in a manner intended to ensure that after such adjustment, the Awards either (A) continue
not to be subject to Section 409A or (B) comply with the requirements of Section 409A.


 


(c)          Fractional
shares of Class A Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated until,
and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to
or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding.


 




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(d)          Upon
the occurrence of an Acquisition Event, the Committee may terminate all outstanding and unexercised Stock Options or any Other
Stock-Based Award that provides for a Participant-elected exercise (collectively, “Exercisable Awards”),
effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior
to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination
is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of
such Exercisable Awards that are then outstanding to the extent vested on the date such notice of termination is given (or, at
the discretion of the Committee, without regard to any limitations on exercisability otherwise contained in the Award agreements),
but any such exercise shall be contingent on the occurrence of the Acquisition Event, and, provided that, if the Acquisition
Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise
pursuant thereto shall be null and void and the applicable provisions of Section 4.2(b) and Article X shall apply. For the avoidance
of doubt, in the event of an Acquisition Event, the Committee may terminate any Exercisable Award for which the exercise price
is equal to or exceeds the Fair Market Value on the date of the Acquisition Event without payment of consideration therefor. If
an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the
provisions of Section 4.2(b) and Article X shall apply.


 


4.3           Minimum
Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized
but previously unissued shares of Class A Common Stock are issued under the Plan, such shares shall not be issued for a consideration
that is less than permitted under applicable law.


 


ARTICLE
V



ELIGIBILITY


 


5.1           General
Eligibility. All current and prospective Eligible Employees and Consultants, and current
Non-Employee Directors, are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the
Plan shall be determined by the Committee. Notwithstanding anything herein to the contrary, no Award under which a Participant
may receive shares of Class A Common Stock may be granted to an Eligible Employee, Consultant or Non-Employee Director of any Affiliate
if such shares of Class A Common Stock do not constitute “service recipient stock” for purposes of Section 409A of
the Code with respect to such Eligible Employee, Consultant or Non-Employee Director if such shares are required to constitute
“service recipient stock” for such Award to comply with, or be exempt from, Section 409A of the Code.


 


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


 


5.3           General
Requirement. The grant of Awards to a prospective Eligible Employee or Consultant and the
vesting and exercise of such Awards shall be conditioned upon such Person actually becoming an Eligible Employee or Consultant;
provided, however, that no Award may be granted to a prospective Eligible Employee or Consultant unless the Company determines
that the Award will comply with applicable laws, including the securities laws of all relevant jurisdictions (and, in the case
of an Award to an Eligible Employee or Consultant pursuant to which Class A Common Stock would be issued prior to such Person performing
services for the Company, the Company may require payment of not less than the par value of the Class A Common Stock by cash or
check in order to ensure proper issuance of the shares in compliance with applicable law). Awards may be awarded in consideration
for past services actually rendered to the Company or an Affiliate.


 




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ARTICLE
VI



STOCK OPTIONS


 


6.1           Stock
Options. Each Stock Option shall be one of two types: (a) an Incentive Stock Option
or (b) a Non-Qualified Stock Option. The Committee shall have the authority to grant to any Eligible Employee Incentive Stock
Options, Non-Qualified Stock Options, or a combination thereof. The Committee shall have the authority to grant any Consultant
or Non-Employee Director Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock
Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion
thereof that does not qualify shall constitute a separate Non-Qualified Stock Option. 


 


6.2           Incentive
Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under
the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under Section 422 of the Code.


 


6.3           Terms
of Stock Options. Stock Options shall be subject to the following terms and conditions and
such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall determine:


 


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


 


(b)          Stock
Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable
more than ten years after the date such Stock Option is granted (or, in the case of an Incentive Stock Option granted to a Ten
Percent Stockholder, five years).


 


(c)          Exercisability.


 


(i)          Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee
at grant. The Committee may waive any limitations on exercisability at any time at or after grant in whole or in part, in its discretion.


 


(ii)         Unless
expressly provided in an Award agreement that the provisions contained in this paragraph do not apply or unless otherwise determined
by the Committee at grant, the Option agreement shall provide that (A) in the event the Participant engages in Detrimental Activity
prior to any exercise of the Stock Option, all Stock Options held by the Participant shall thereupon terminate and expire, (B)
as a condition of the exercise of a Stock Option, the Participant shall be required to certify in a manner acceptable to the Company
(or shall be deemed to have certified) that the Participant is in compliance with the terms and conditions of the Plan and that
the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (C) in the event the Participant
engages in Detrimental Activity during the one-year period commencing on the later of the date the Stock Option is exercised or
the date of the Participant’s Termination, the Company shall be entitled to recover from the Participant at any time within
one year after such date, and the Participant shall pay over to the Company, an amount equal to any gain realized (whether at the
time of exercise or thereafter) as a result of the exercise. Unless otherwise determined by the Committee at grant, this Section
6.3(c)(ii) shall cease to apply upon a Change in Control.


 




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(d)          Method
of Exercise. To the extent vested, a Stock Option may be exercised in whole or in part at any time during the Option term,
by giving written notice of exercise to the Committee (or its designee) specifying the number of shares of Class A Common Stock
to be purchased. Such notice shall be in a form acceptable to the Committee and shall be accompanied by payment in full of the
purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely
to the extent permitted by applicable law and authorized by the Committee, if the Class A Common Stock is traded on a national
securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, through
a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver
promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable
to the Committee (including the relinquishment of Stock Options or by payment in full or in part in the form of Class A Common
Stock owned by the Participant (for which the Participant has good title free and clear of any liens and encumbrances)). No shares
of Class A Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.


 


(e)          Non-Transferability
of Options. No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution,
and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the
foregoing, the Committee may determine that a Non-Qualified Stock Option that otherwise is not Transferable pursuant to this section
is Transferable to a Family Member in whole or in part, and in such circumstances, and under such conditions as specified by the
Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be
Transferred subsequently other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of
the Plan and the applicable Award agreement.


 


(f)          Termination
by Death or Disability. Unless otherwise determined by the Committee at grant (or, if
no rights of the Participant (or, in the case of death, his or her estate) are reduced, thereafter), if a Participant’s
Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable
on the date of the Participant’s Termination may be exercised by the Participant (or, in the case of death, by the legal
representative of the Participant’s estate) at any time within a period of one year after the date of such Termination, but
in no event beyond the expiration of the stated term of such Stock Options.


 


(g)          Involuntary
Termination Without Cause. Unless otherwise determined by the Committee at grant (or,
if no rights of the Participant (or, in the case of death, his or her estate) are reduced, thereafter), if a Participant’s
Termination is by involuntary termination without Cause, all Stock Options that are held by such Participant that are vested and
exercisable on the date of the Participant’s Termination may be exercised by the Participant at any time within a period
of 90 days after the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.


 




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(h)          Voluntary
Termination. Unless otherwise determined by the Committee at grant (or, if no rights
of the Participant (or, in the case of death, his or her estate) are reduced, thereafter), if a Participant’s Termination
is voluntary (other than a voluntary Termination described in subsection (i)(ii) below), all Stock Options that are held by such
Participant that are vested and exercisable on the date of the Participant’s Termination may be exercised by the Participant
at any time within a period of 30 days after the date of such Termination, but in no event beyond the expiration of the stated
term of such Stock Options.


 


(i)          Termination
for Cause. Unless otherwise determined by the Committee at grant (or, if no rights of
the Participant (or, in the case of death, his or her estate) are reduced, thereafter), if a Participant’s Termination
(i) is for Cause or (ii) is a voluntary Termination after the occurrence of an event that would be grounds for a Termination for
Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall terminate and expire on the date
of such Termination.


 


(j)          Unvested
Stock Options. Unless otherwise determined by the Committee, Stock Options that are not vested as of the date of a Participant’s
Termination for any reason shall terminate and expire on the date of such Termination.


 


(k)          Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the date of grant) with respect
to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the
Plan and any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated
as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or
any Parent at all times from the date an Incentive Stock Option is granted until three months prior to the date of exercise thereof
(or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should
any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any
additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval
of the stockholders of the Company.


 


(l)          Form,
Modification, Extension and Renewal of Stock Options. Stock Options may be evidenced by such form of agreement as is approved
by the Committee. The Committee may (i) modify, extend or renew outstanding Stock Options (provided that (A) the rights
of a Participant are not reduced without his or her consent and (B) such action does not subject the Stock Options to Section 409A
or otherwise extend the Stock Options beyond their stated term), and (ii) accept the surrender of outstanding Stock Options and
authorize the granting of new Stock Options in substitution therefor. Notwithstanding anything herein to the contrary, an outstanding
Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered
Option (other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders
of the Company.


 


(m)           No
Reload Options. Options shall not provide for the grant of the same number of Options as the number of shares used to pay for
the exercise price of Options or shares used to pay withholding taxes (i.e., “reloads”).


 






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ARTICLE
VII


 


RESTRICTED STOCK


 


7.1          Awards
of Restricted Stock. The Committee shall determine the Participants, to whom, and the time
or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the purchase price (if any) to
be paid by the Participant (subject to Section 7.2), the time or times at which such Awards may be subject to forfeiture or to
restrictions on transfer, and all other terms and conditions of the Awards.


 


Unless expressly provided
in an Award agreement that the provisions contained in this paragraph do not apply or unless otherwise determined by the Committee
at grant, each Award of Restricted Stock shall provide that (A) in the event the Participant engages in Detrimental Activity prior
to any vesting of Restricted Stock, all unvested Restricted Stock shall be immediately forfeited, and (B) in the event the Participant
engages in Detrimental Activity during the one year period after any vesting of such Restricted Stock, the Committee shall be entitled
to recover from the Participant (at any time within one year after such engagement in Detrimental Activity) an amount equal to
the Fair Market Value as of the vesting date(s) of any Restricted Stock that had vested in the period referred to above. Unless
otherwise determined by the Committee at grant, this paragraph shall cease to apply upon a Change in Control.


 


The Committee may condition
the grant or vesting of Restricted Stock upon the attainment of specified performance goals (including goals based on the Performance
Criteria) or such other factors as the Committee may determine.


 


7.2          Awards
and Certificates. The Committee may require, as a condition to the effectiveness of an Award
of Restricted Stock, that the Participant execute and deliver to the Company an Award agreement or other documentation and comply
with the terms of such Award agreement or other documentation. Further, Restricted Stock shall be subject to the following conditions:


 


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


 


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


 


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


 




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(c)          Custody.
If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that such stock certificates
be held in custody by the Company until the restrictions on the shares have lapsed, and that, as a condition of any grant of Restricted
Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Class A Common Stock
covered by such Award.


 


7.3          Restrictions
and Conditions. Restricted Stock shall be subject to the following restrictions and conditions:


 


(a)          Restriction
Period.


 


(i)          The
Participant shall not be permitted to Transfer shares of Restricted Stock, and the Restricted Stock shall be subject to a risk
of forfeiture (collectively, “restrictions”) during the period or periods set by the Committee (the “Restriction
Periods”), as set forth in the Restricted Stock Award agreement. The Committee may provide for the lapse of the restrictions
in whole or in part (including in installments) based on service, attainment of performance goals or such other factors or criteria
as the Committee may determine, and may waive all or any part of the restrictions at any time.


 


(ii)         If
the grant of Restricted Stock or the lapse of restrictions is based on the attainment of performance goals, the Committee shall
establish in writing the performance goals prior to the beginning of the applicable Performance Period or at a later date while
the outcome of the performance goals is substantially uncertain and, following the Transition Period, that is permitted under Section
162(m) with regard to an Award of Restricted Stock that is intended to comply with Section 162(m). Such performance goals may incorporate
provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including dispositions and
acquisitions) and other similar events or circumstances. Following the Transition Period, with regard to an Award of Restricted
Stock that is intended to comply with Section 162(m), (A) to the extent that any such provision set forth in the prior sentence
would create impermissible discretion under Section 162(m) or otherwise violate Section 162(m), such provision shall be of no force
or effect and (B) the applicable performance goals shall be based on one or more of the Performance Criteria. For the avoidance
of doubt, during the Transition Period, the Committee may establish such performance goals as it determines.


 


(b)          Rights
as a Stockholder. Except as otherwise determined by the Committee, the Participant shall have all the rights of a holder of
shares of Class A Common Stock of the Company with respect to Restricted Stock, subject to the following provisions of this Section
7.3(b). Except as otherwise determined by the Committee, (i) the Participant shall have no right to tender shares of Restricted
Stock, (ii) dividends or other distributions (collectively, “dividends”) on shares of Restricted Stock shall be withheld,
in each case, while the Restricted Stock is subject to restrictions, and (iii) in no event shall dividends or other distributions
payable thereunder be paid unless and until the shares of Restricted Stock to which they relate no longer are subject to a risk
of forfeiture. Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company’s records for
purposes of the Plan and, except as otherwise determined by the Committee, shall not accrue interest. Such dividends shall be paid
to the Participant in the same form as paid on the Class A Common Stock upon the lapse of the restrictions.


 




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(c)          Termination.
Upon a Participant’s Termination for any reason during the Restriction Period, all Restricted Stock still subject to restriction
will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant, or, if no rights of
a Participant are reduced, thereafter.


 


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


 


ARTICLE
VIII


 


OTHER STOCK-BASED AWARDS


 


8.1          Other
Awards. The Committee is authorized to grant Other Stock-Based Awards that are payable in,
valued in whole or in part by reference to, or otherwise based on or related to shares of Class A Common Stock, including but not
limited to, shares of Class A Common Stock awarded purely as a bonus and not subject to any restrictions or conditions, shares
of Class A Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company
or an Affiliate, stock appreciation rights, stock equivalent units, restricted stock units, Performance Shares, Performance Units
and Awards valued by reference to book value of shares of Class A Common Stock.


 


The Committee shall
have authority to determine the Participants, to whom, and the time or times at which, Other Stock-Based Awards shall be made,
the number of shares of Class A Common Stock to be awarded pursuant to such Awards, and all other terms and conditions of the Awards.


 


The Committee may condition
the grant or vesting of Other Stock-Based Awards upon the attainment of performance goals (including, performance goals based on
the Performance Criteria) or such other factors as the Committee may determine. If the grant or vesting of an Other Stock-Based
Award is based on the attainment of performance goals, the Committee shall establish in writing the performance goals prior to
the beginning of the applicable Performance Period or at a later date while the outcome of the performance goals is substantially
uncertain and, following the Transition Period, that is permitted under Section 162(m) with regard to an Other Stock-Based Award
that is intended to comply with Section 162(m). Such performance goals may incorporate provisions for disregarding (or adjusting
for) changes in accounting methods, corporate transactions (including dispositions and acquisitions) and other similar events or
circumstances). Following the Transition Period, with regard to an Other Stock-Based Award that is intended to comply with Section
162(m), (a) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section
162(m) or otherwise violate Section 162(m), such provision shall be of no force or effect and (b) the applicable performance goals
shall be based on one or more of the Performance Criteria. For the avoidance of doubt, during the Transition Period, the Committee
may establish such performance goals as it determines.


 




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


 


(a)          Non-Transferability.
The Participant may not Transfer Other Stock-Based Awards or the Class A Common Stock underlying such Awards prior to the date
on which the underlying Class A Common Stock is issued, or, if later, the date on which any restriction, performance or deferral
period applicable to such Class A Common Stock lapses.


 


(b)          Dividends.
The Committee shall determine to what extent, and under what conditions, the Participant shall have the right to receive dividends,
dividend equivalents or other distributions (collectively, “dividends”) with respect to shares of Class A Common Stock
covered by Other Stock-Based Awards. Except as otherwise determined by the Committee, dividends with respect to unvested Other
Stock-Based Awards shall be withheld until such Other Stock-Based Awards vest. Dividends that are not paid currently shall be credited
to bookkeeping accounts on the Company’s records for purposes of the Plan and, except as otherwise determined by the Committee,
shall not accrue interest. Such dividends shall be paid to the Participant in the same form as paid on the Class A Common Stock
or such other form as is determined by the Committee upon the lapse of the restrictions.


 


(c)          Vesting.
Other Stock Based Awards and any underlying Class A Common Stock shall vest or be forfeited to the extent set forth in the applicable
Award agreement or as otherwise determined by the Committee. At the expiration of any applicable Performance Period, the Committee
shall determine the extent to which the relevant performance goals are achieved and the portion of each Other Stock-Based Award
that has been earned. The Committee may, at or after grant, accelerate the vesting of all or any part of any Other Stock-Based
Award.


 


(d)          Payment.
Following the Committee’s determination in accordance with subsection (c) above, shares of Class A Common Stock or, as determined
by the Committee, the cash equivalent of such shares shall be delivered to the Eligible Employee, Consultant or Non-Employee Director,
or his or her legal representative, in an amount equal to such individual’s earned Other Stock-Based Award. Notwithstanding
the foregoing, the Committee may award an amount less than otherwise would be provided under the applicable level of attainment
of the performance goals or subject the payment of all or part of any Other Stock-Based Award to additional vesting, forfeiture
and deferral conditions as it deems appropriate.


 


(e)          Detrimental
Activity. Unless expressly provided in an Award agreement that the provisions contained in this paragraph do not apply or unless
otherwise determined by the Committee at grant, each Other Stock-Based Award shall provide that (A) in the event the Participant
engages in Detrimental Activity prior to any vesting of such Other Stock-Based Award, all unvested Other Stock-Based Award shall
be immediately forfeited, and (B) in the event the Participant engages in Detrimental Activity during the one year period after
any vesting of such Other Stock-Based Award, the Committee shall be entitled to recover from the Participant (at any time within
the one-year period after such engagement in Detrimental Activity) an amount equal to any gain the Participant realized from any
Other Stock-Based Award that had vested in the period referred to above. Unless otherwise determined by the Committee at grant,
this Section 8.2(e) shall cease to apply upon a Change in Control.


 




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(f)          Price.
Class A Common Stock issued on a bonus basis under this Article VIII may be issued for no cash consideration; Class A Common Stock
purchased pursuant to a purchase right awarded under this Article VIII shall be priced as determined by the Committee.


 


(g)          Termination.
Upon a Participant’s Termination for any reason during the Performance Period, the Other Stock-Based Awards will vest or
be forfeited in accordance with the terms and conditions established by the Committee at grant or, if no rights of the Participant
are reduced, thereafter.


 


ARTICLE
IX


 


PERFORMANCE-BASED CASH AWARDS


 


9.1          Performance-Based
Cash Awards. The Committee shall have authority to determine the Eligible Employees and Consultants
to whom, and the time or times at which, Performance-Based Cash Awards shall be made, the dollar amount to be awarded pursuant
to such Performance-Based Cash Award, and all other conditions for the payment of the Performance-Based Cash Award.


 


Except as otherwise
provided herein, the Committee shall condition the right to payment of any Performance-Based Cash Award upon the attainment of
specified performance goals (including performance goals based on the Performance Criteria) established pursuant to Section 9.2(c)
and such other factors as the Committee may determine, including to comply with the requirements of Section 162(m). The Committee
may establish different performance goals for different Participants.


 


Subject to Section 9.2(c),
for any Participant the Committee may specify a targeted Performance-Based Cash Award for a Performance Period (each an “Individual
Target Award”).  An Individual Target Award may be expressed, at the Committee’s discretion, as a fixed dollar
amount, a percentage of the Participant’s base pay, as a percentage of a bonus pool funded by a formula based on achievement
of performance goals, or an amount determined pursuant to an objective formula or standard.  The Committee’s establishment
of an Individual Target Award for a Participant for a Performance Period shall not imply or require that the same level or any
Individual Target Award be established for the Participant for any subsequent Performance Period or for any other Participant for
that Performance Period or any subsequent Performance Period.  At the time the performance goals are established (as provided
in Section 9.2(c)), the Committee shall prescribe a formula to determine the maximum and minimum percentages (which may be
greater or less than 100% of an Individual Target Award) that may be earned or payable based upon the degree of attainment of the
performance goals during the Performance Period.  Notwithstanding anything else herein, the Committee may exercise negative
discretion by providing in an Individual Target Award the discretion to pay a Participant an amount that is less than the Participant’s
Individual Target Award (or attained percentages thereof) regardless of the degree of attainment of the performance goals; provided
that, except as otherwise specified by the Committee with respect to an Individual Target Award, no discretion to reduce a Performance-Based
Cash Award earned based on achievement of the applicable performance goals shall be permitted for any Performance Period in which
a Change in Control occurs, or during such Performance Period with regard to the prior Performance Periods if the Performance-Based
Cash Awards for the prior Performance Periods have not been paid by the time of the Change in Control, with regard to individuals
who were Participants at the time of the Change in Control.


 




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9.2          Terms
and Conditions. Performance-Based Cash Awards shall be subject to the following terms and
conditions:


 


(a)          Committee
Certification.  At the expiration of the applicable Performance Period, the Committee shall determine and certify in writing
the extent to which the performance goals established pursuant to Section 9.2(c) are achieved and, if applicable, the
percentage of the Performance-Based Cash Award that has been vested and earned.


 


(b)          Waiver
of Limitation.  In the event of the Participant’s Disability or death, or in cases of special circumstances (to
the extent permitted under Section 162(m) with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m)),
the Committee may waive in whole or in part any or all of the limitations imposed thereunder with respect to any or all of a Performance-Based
Cash Award.


 


(c)          Performance
Goals, Formulae or Standards.  The Committee shall establish in writing the performance goals for the earning of Performance-Based
Cash Awards based on a Performance Period prior to the beginning of the applicable Performance Period or at a later date while
the outcome of the performance goals is substantially uncertain and, following the Transition Period, that is permitted under Section 162(m)
with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m). Such performance goals may incorporate
provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including dispositions and
acquisitions) and other similar type events or circumstances. Following the Transition Period, with regard to a Performance-Based
Cash Award that is intended to comply with Section 162(m), (i) to the extent any such provision set forth in the prior
sentence would create impermissible discretion under Section 162(m) or otherwise violate Section 162(m), such provision
shall be of no force or effect and (ii) the applicable performance goals shall be based on one or more of the Performance
Criteria. For the avoidance of doubt, during the Transition Period, the Committee may establish such performance goals as it determines.


 


(d)          Payment. 
Following the Committee’s determination and certification in accordance with subsection (a) above, the earned Performance-Based
Cash Award amount shall be paid to the Participant or his or her legal representative, in accordance with the terms and conditions
set forth in Performance-Based Cash Award agreement, but in no event, except as provided in the next sentence, shall such amount
be paid later than the later of: (i) March 15 of the year following the year in which the applicable Performance Period
ends (or, if later, the year in which the Award is earned); or (ii) two and one-half months after the expiration of the fiscal
year of the Company in which the applicable Performance Period ends.  Notwithstanding the foregoing, the Committee may place
such conditions on the payment of all or any portion of any Performance-Based Cash Award as the Committee may determine and prior
to the beginning of a Performance Period the Committee may (A) provide that the payment of all or any portion of any Performance-Based
Cash Award shall be deferred and (B) permit a Participant to elect to defer receipt of all or a portion of any Performance-Based
Cash Award.  Any Performance-Based Cash Award deferred by a Participant in accordance with the terms and conditions established
by the Committee shall not increase (between the date on which the Performance-Based Cash Award is credited to any deferred compensation
program applicable to such Participant and the payment date) by an amount that would result in such deferral being deemed as an
“increase in the amount of compensation” under Section 162(m).  To the extent applicable, any deferral under
this Section 9.2(d) shall be made in a manner intended to comply with or be exempt from the applicable requirements of
Section 409A. Notwithstanding the foregoing, the Committee may exercise negative discretion by providing in a Performance-Based
Cash Award the discretion to pay an amount less than otherwise would be provided under the applicable level of attainment of the
performance goals.


 




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(e)          Termination.
Unless otherwise determined by the Committee at the time of grant (or, if no rights of the Participant (or, in the case of death,
his or her estate) are reduced, thereafter), no Performance-Based Cash Award or pro rata portion thereof shall be payable to any
Participant who incurs a Termination prior to the date such Performance-Based Cash Award is paid and the performance-Based Cash
Awards only shall be deemed to be earned when actually paid.


 


ARTICLE
X


 


CHANGE IN CONTROL PROVISIONS


 


10.1        In
the event of a Change in Control of the Company, except as otherwise provided by the Committee in an Award agreement or otherwise
in writing, a Participant’s unvested Award shall not vest and a Participant’s Award shall be treated in accordance
with any one or more of the following methods as determined by the Committee:


 


(a)          Awards,
whether or not then vested, may be continued, assumed, have new rights substituted therefor or be treated in accordance with Section
4.2(d), and Restricted Stock or other Awards may, where appropriate in the discretion of the Committee, receive the same distributions
as other Class A Common Stock on such terms as determined by the Committee; provided that, the Committee may decide to award
additional Restricted Stock or any other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein,
any assumption or substitution of Incentive Stock Options shall be structured in a manner intended to comply with the requirements
of Treasury Regulation §1.424-1 (and any amendments thereto).


 


(b)          Awards
may be canceled in exchange for an amount of cash equal to the Change in Control Price (as defined below) per share of Class A
Common Stock covered by such Awards), less, in the case of an Appreciation Award, the exercise price per share of Class A Common
Stock covered by such Award. The “Change in Control Price” means the price per share of Class A Common
Stock paid in the Change in Control transaction.


 


(c)          Appreciation
Awards may be cancelled without payment, if the Change in Control Price is less than the exercise price per share of such Appreciation
Awards.


 


Notwithstanding anything
else herein, the Committee may provide for accelerated vesting or lapse of restrictions, of an Award at any time.


 




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ARTICLE
XI


 


TERMINATION OR AMENDMENT OF PLAN


 


Notwithstanding any
other provision of the Plan, the Board, or the Committee (to the extent permitted by law), may at any time, and from time to time,
amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary or advisable to
ensure that the Company may comply with any regulatory requirement referred to in Article XIII or Section 409A), or suspend or
terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically
provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination,
may not be reduced without the consent of such Participant and, provided further, without the approval of the holders
of the Company’s Class A Common Stock entitled to vote in accordance with applicable law, no amendment may be made that would
(a) increase the aggregate number of shares of Class A Common Stock that may be issued under the Plan (except by operation
of Section 4.2); (b) increase the maximum individual Participant limits under Section 4.1(b) (except by operation of Section 4.2);
(c) change the classification of individuals eligible to receive Awards under the Plan; (d) extend the maximum term of Options;
(e)  alter the Performance Criteria; (f) other than adjustments or substitutions in accordance with Section 4.2, amend the
terms of outstanding Awards to reduce the exercise price of outstanding Stock Options or Appreciation Awards, or cancel outstanding
Stock Options or Appreciation Awards (where, prior to the reduction or cancellation, the exercise price exceeds the Fair Market
Value on the date of cancellation) in exchange for cash, other Awards or Stock Options or Appreciation Awards with an exercise
price that is less than the exercise price of the original Stock Options or Appreciation Awards; (g) require stockholder approval
in order for the Plan to continue to comply with the applicable provisions of Section 162(m) or, to the extent applicable to Incentive
Stock Options, Section 422 of the Code or (h) require stockholder approval under the rules of any exchange or system on which the
Company’s securities are listed or traded at the request of the Company.


 


The Committee may amend
the terms of any Award theretofore granted, prospectively or retroactively; provided that no such amendment reduces the
rights of any Participant without the Participant’s consent. Actions taken by the Committee in accordance with Article IV
shall not be deemed to reduce the rights of any Participant.


 


Notwithstanding anything
herein to the contrary, the Board or the Committee may amend the Plan or any Award at any time without a Participant’s consent
to comply with Section 409A or any other applicable law. 


 


ARTICLE
XII


 


UNFUNDED PLAN


 


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


 




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ARTICLE
XIII


 


GENERAL PROVISIONS


 


13.1         Legend.
The Committee may require each person receiving shares of Class A Common Stock pursuant to an
Award to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution
thereof and such other securities law related representations as the Committee shall request. In addition to any legend required
by the Plan, the certificates or book entry accounts for such shares may include any legend that the Committee deems appropriate
to reflect any restrictions on Transfer.


 


All certificates or
book entry accounts for shares of Class A Common Stock delivered under the Plan shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Class A Common Stock is then listed or any national automated quotation
system on which the Class A Common Stock is then quoted, any applicable Federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
If necessary or advisable in order to prevent a violation of applicable securities laws or to avoid the imposition of public company
reporting requirements, then, notwithstanding anything herein to the contrary, any stock-settled Awards may, as determined by the
Committee in its sole discretion, be paid in cash in an amount equal to the Fair Market Value on the date of settlement of such
Awards.


 


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


 


13.3         No
Right to Employment/Consultancy/Directorship. Neither the Plan nor the grant of any Award
thereunder shall give any Participant or other person any right to employment, consultancy or directorship by the Company or any
Affiliate, or limit in any way the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee
Director is retained to terminate his or her employment, consultancy or directorship at any time.


 


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


 




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


 


13.6         Listing
and Other Conditions. If at any time counsel to the Company shall be of the opinion that
any offer or sale of Class A Common Stock pursuant to an Award is or may be unlawful or prohibited, or will or may result in the
imposition of excise taxes on the Company, under the statutes, rules or regulations of any applicable jurisdiction or under the
rules of the national securities exchange on which the Class A Common Stock then is listed, the Company shall have no obligation
to make such offer or sale, or to make any application or to effect or to maintain any qualification or registration under the
Securities Act or otherwise, with respect to the Class A Common Stock or Awards, and the right to exercise any Option or Exercisable
Award shall be suspended until, in the opinion of said counsel, such offer or sale shall be lawful, permitted or will not result
in the imposition of excise taxes on the Company.


 


13.7         Governing
Law. The Plan and matters arising under or related to it shall be governed by and construed
in accordance with the internal laws of the State of Delaware without giving effect to its principles of conflicts of laws.


 


13.8         Construction.
Wherever any words are used in the Plan in the masculine gender they shall be construed as though
they were also used in the feminine gender in all cases where they would so apply. As used herein, (a) “or” shall mean
“and/or” and (b) “including” or “include” shall mean “including, without limitation.”
Any reference herein to an agreement in writing shall be deemed to include an electronic writing to the extent permitted by applicable
law.


 


13.9        Other
Benefits. No Award, whether at grant or payment, shall be deemed compensation for purposes
of computing benefits under any retirement plan of the Company or its Affiliates or shall affect any benefits under any other benefit
plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation,
unless expressly provided to the contrary in such benefit plan.


 


13.10        Costs.
The Company shall bear all expenses associated with administering the Plan, including expenses
of issuing Class A Common Stock pursuant to any Awards.


 


13.11        No
Right to Same Benefits. The provisions of Awards need not be the same with respect to each
Participant, and each Award to an individual Participant need not be the same.


 


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


 


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


 




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13.14        Section
409A. Although the Company does not guarantee to a Participant the particular tax treatment
of any Award, all Awards are intended to comply with, or be exempt from, the requirements of Section 409A and the Plan and any
Award agreement shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award constitutes
“non-qualified deferred compensation” pursuant to Section 409A (a “Section 409A Covered Award”), it is
intended to be paid in a manner that will comply with Section 409A. In no event shall the Company be liable for any additional
tax, interest or penalties that may be imposed on a Participant by Section 409A or for any damages for failing to comply with Section
409A. Notwithstanding anything in the Plan or in an Award to the contrary, the following provisions shall apply to Section 409A
Covered Awards:


 


(a)          A
Termination of Employment shall not be deemed to have occurred for purposes of any provision of a Section 409A Covered Award providing
for payment upon or following a termination of the Participant’s employment unless such termination is also a “separation
from service” within the meaning of Section 409A and, for purposes of any such provision of a Section 409A Covered Award,
references to a “termination,” “termination of employment” or like terms shall mean separation from service.
Notwithstanding any provision to the contrary in the Plan or the Award, if the Participant is deemed on the date of the Participant’s
Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and
using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in
Section 409A, then with regard to any such payment under a Section 409A Covered Award, to the extent required to be delayed in
compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration
of the six-month period measured from the date of the Participant’s separation from service, and (ii) the date of the Participant’s
death. All payments delayed pursuant to this Section 13.14(a) shall be paid to the Participant on the first day of the seventh
month following the date of the Participant’s separation from service or, if earlier, on the date of the Participant’s
death.


 


(b)          With
respect to any payment pursuant to a Section 409A Covered Award that is triggered upon a Change in Control, unless otherwise provided
by the Committee at grant, the settlement of such Award shall not occur until the earliest of (i) the Change in Control if such
Change in Control constitutes a “change in the ownership of the corporation,” a “change in effective control
of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,”
within the meaning of Section 409A(a)(2)(A)(v) of the Code, (ii) the date such Award otherwise would be settled pursuant to the
terms of the applicable Award agreement and (iii) the Participant’s “separation from service” within the meaning
of Section 409A, subject to Section 13.14(a).


 


(c)          For
purposes of Code Section 409A, a Participant’s right to receive any installment payments under the Plan or pursuant to an
Award shall be treated as a right to receive a series of separate and distinct payments.


 


(d)          Whenever
a payment under the Plan or pursuant to an Award specifies a payment period with reference to a number of days (e.g., “payment
shall be made within 30 days following the date of termination”), the actual date of payment within the specified period
shall be within the sole discretion of the Company.


 




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13.15         Successor
and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant,
including the estate of such Participant and the executor, administrator or trustee of such estate.


 


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


 


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


 


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


 


13.19         Recoupment.
In addition to any recoupment provisions set forth herein relating to Detrimental Activity, all
Awards granted or other compensation paid by the Company under the Plan, including any shares of Class A Common Stock issued under
any Award thereunder, will be subject to: (i) any compensation recapture policies established by the Board or the Committee from
time to time, and (ii) any compensation recapture policies to the extent required pursuant to any applicable law (including, without
limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law) or the rules and regulations
of any national securities exchange on which the shares of Class A Common Stock are then traded.


 


13.20         Reformation.
If any provision regarding Detrimental Activity or any other provision set forth in the Plan
or an Award agreement is found by any court of competent jurisdiction or arbitrator to be invalid, void or unenforceable or to
be excessively broad as to duration, activity, geographic application or subject, such provision or provisions shall be construed,
by limiting or reducing them to the extent legally permitted, so as to be enforceable to the maximum extent compatible with then
applicable law.


 


13.21         Electronic
Communications. Notwithstanding anything else herein to the contrary, any Award agreement,
notice of exercise of an Exercisable Award, or other document or notice required or permitted by the Plan or an Award that is required
to be delivered in writing may, to the extent determined by the Committee, be delivered and accepted electronically. Signatures
also may be electronic if permitted by the Committee. The term “written agreement” as used in the Plan shall include
any document that is delivered and/or accepted electronically.


 




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13.22         Agreement.
As a condition to the grant of an Award, if requested by the Company and the lead underwriter
of any public offering of the Class A Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree
not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise Transfer or dispose of, any interest in any Class A Common Stock or any securities convertible into, derivative
of, or exchangeable or exercisable for Class A Common Stock, or any other rights to purchase or acquire Class A Common Stock (except
Class A Common Stock included in such public offering or acquired on the public market after such offering) during such period
of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter
shall specify (the “Lock-up Period”). The Participant shall further agree to sign such documents as may be requested
by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to
Class A Common Stock acquired pursuant to an Award until the end of such Lock-up Period.


 


13.23         Transition
Period. The Plan has been adopted by the Board prior to the occurrence of a Registration
Date. The Plan is intended to constitute a plan described in Treasury Regulation Section 1.162-27(f)(1).


 


ARTICLE
XIV


 


EFFECTIVE DATE OF PLAN


 


The Plan was adopted
by the Board on ____________, 2014, effective on such date (the “Effective Date”). The Plan was approved
by the stockholders of the Company on ____________, 2014.


 


ARTICLE
XV


 


TERM OF PLAN


 


No Award shall be granted
on or after the tenth anniversary of the earlier of (a) the date the Plan is adopted by the Board or (b) the date of stockholder
approval of the Plan, provided that Awards granted prior to such tenth anniversary may extend beyond that date in accordance
with the terms of the Plan. Following the Transition Period, the Company may seek stockholder reapproval of the Performance Criteria
and to the extent that such stockholder approval is obtained no later than the first stockholder meeting that occurs in the fifth
year following the year in which such stockholders previously approved the Performance Criteria. Awards (other than Stock Options
or stock appreciation rights) may be based on such Performance Criteria in order to qualify for the “performance-based compensation”
exception under Section 162(m) of the Code.


 




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EXHIBIT
A


 


Performance
CRITERIA


 


Performance goals established
for purposes of the grant or vesting of performance-based Awards of Restricted Stock, Other Stock-Based Awards or Performance-Based
Cash Awards that are intended to be “performance-based” under Section 162(m) shall be based on one or more of the following
performance criteria (“Performance Criteria”):


 


		(1)	enterprise value or value creation targets;



 


		(2)	income or net income; operating income; net operating income or net operating income after tax;
operating profit or net operating profit;



 


		(3)	cash flow including, but not limited to, from operations or free cash flow;



 


		(4)	specified objectives with regard to limiting the level of increase in all or a portion of bank
debt or other long-term or short-term public or private debt or other similar financial obligations, or other capital structure
improvements, which may be calculated net of cash balances or other offsets and adjustments as may be established by the Committee;



 


		(5)	net sales, revenues, net income or earnings before income tax or other exclusions;



 


		(6)	operating margin; return on operating revenue or return on operating profit;



 


		(7)	return measures (after tax or pre-tax), including return on capital employed, return on invested
capital; return on equity, return on assets, return on net assets;



 


		(8)	market capitalization, earnings per share, fair market value of the shares of the Company’s
Class A Common Stock, franchise value (net of debt), economic value added;



 


		(9)	total stockholder return or growth in total stockholder return (with or without dividend reinvestment);



 


		(10)	proprietary investment results;



 


		(11)	estimated market share;



 


		(12)	expense management/control or reduction (including without limitation, compensation and benefits
expense);



 


		(13)	customer satisfaction;



 


		(14)	technological improvements/implementation, new product innovation;



 


		(15)	collections and recoveries;



 




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		(16)	property/asset purchases;



 


		(17)	litigation and regulatory resolution/implementation goals;



 


		(18)	leases, contracts or financings (including renewals, overhead, savings, G&A and other expense
control goals);



 


		(19)	risk management/implementation;



 


		(20)	development and implementation of strategic plans or organizational restructuring goals;



 


		(21)	development and implementation of risk and crisis management programs; compliance requirements
and compliance relief; productivity goals; workforce management and succession planning goals;



 


		(22)	employee satisfaction or staff development;



 


		(23)	formations of joint ventures or partnerships or the completion of other similar transactions intended
to enhance revenue or profitability or to enhance its customer base; or



 


		(24)	completion of a merger, acquisition or any transaction that results in the sale of all or substantially
all of the stock or assets.



 


All Performance Criteria
may be based upon the attainment of specified levels of the Company (or Affiliate, division, other operational unit, business segment
or administrative department of the Company or any Affiliate) performance under one or more of the measures described above and
may be measured relative to the performance of other corporations (or an affiliate, subsidiary, division, other operational unit,
business segment or administrative department of another corporation or its affiliates). Any goal may be expressed as a dollar
figure, on a percentage basis (if applicable) or on a per share basis, and goals may be either absolute, relative to a selected
peer group or index, or a combination of both. To the extent permitted under Section 162(m), (including compliance with any
requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the Performance
Criteria may be based or (ii) adjust, modify or amend the aforementioned business criteria.


 


Except as otherwise
determined by the Committee at grant, the measures used in Performance Criteria set under the Plan shall be determined in accordance
with generally accepted accounting principles (“GAAP”) and in a manner consistent with the methods used
in the Company’s regular reports on Forms 10-K and 10-Q, without regard to any of the following unless otherwise determined
by the Committee consistent with the requirements of Code Section 162(m)(4)(C) of the Code and the regulations thereunder:


 


(a)          all
items of gain, loss or expense for the fiscal year or other applicable performance period that are related to special, unusual
or non-recurring items, events or circumstances affecting the Company (or Affiliate, division, other operational unit, business
segment or administrative department of the Company or any Affiliate) or the financial statements of the Company (or Affiliate,
division, other operational unit, business segment or administrative department of the Company or any Affiliate);


 




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(b)          all
items of gain, loss or expense for the fiscal year or other applicable performance period that are related to (i) the disposal
of a business or discontinued operations or (ii) the operations of any business acquired by the Company (or Affiliate, division,
other operational unit, business segment or administrative department of the Company or any Affiliate) during the fiscal year or
other applicable performance period; and


 


(c)          all
items of gain, loss or expense for the fiscal year or other applicable performance period that are related to changes in accounting
principles or to changes in applicable law or regulations.


 


To the extent any Performance
Criteria are expressed using any measures that require deviations from GAAP, such deviations shall be at the discretion of the
Committee as exercised at the time the Performance Criteria are set and, following the Transition Period, to the extent permitted
under Section 162(m).


 









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