Exhibit 10.1


 





Employment
Agreement


This Employment
Agreement (this "Agreement"), dated as of November 25, 2015, is made by and between Lindblad Expeditions
Holdings, Inc., a Delaware corporation (together with any successor thereto, the "Company") and Tyler Skarda
("Executive") (collectively Executive and the Company are referred to herein as the "Parties").


RECITALS


		A.	It
                                         is the desire of the Company to assure itself of the services of Executive effective
                                         as of the Effective Date (as defined below) and thereafter by entering into this Agreement.



		B.	Executive
                                         and the Company mutually desire that Executive provide services to the Company on the
                                         terms herein provided.



AGREEMENT


NOW, THEREFORE, in
consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties hereto agree as follows:


1.Employment.


(a)                
General. Effective as of the Effective Date, the Company shall employ Executive for the period and in the position set
forth in this Section 1, and subject to the other terms and conditions herein provided.


(b)                  Employment
Term. The term of employment under this Agreement (the "Term") shall be for the period beginning on January
4, 2016 (the "Effective Date"), and ending on the third anniversary thereof, subject to earlier termination as
provided in Section 3. The Term shall automatically renew for additional twelve (12) month periods unless no later than sixty
(60) days prior to the end of the applicable Term either Party gives written notice of non-renewal to the other, in which case
Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section
3.


(c)               
Position and Duties. Executive shall serve as the Senior Vice President, Marine Operations, of the Company, with such responsibilities,
duties and authority normally associated with such position and as may from time to time be assigned to Executive by the Chief
Executive Officer of the Company or by the Board of Directors of the Company or an authorized committee thereof (in any case,
the "Board"). Executive shall report directly to the Chief Operating Officer of the Company. Executive's principal
place of employment shall be at the Company's executive offices in Seattle, Washington. Executive shall devote substantially all
of Executive's working time and efforts to the business and affairs of the Company (which shall include service to its subsidiaries)
and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of
the Board, provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate
in charitable, religious, civic, community, industry or trade organizations or associations, and (iii) serve on the board of directors
of not-for-profit or tax-exempt organizations, in each case, subject to compliance with this Agreement and provided that such
activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. Executive
agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, in each case
as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a "Policy").





 



    

     

    

 


2.Compensation
and Related Matters.


(a)               
Annual Base Salary. During the Term, Executive shall receive a base salary at a rate of $250,000 per annum, which shall
be paid in accordance with the customary payroll practices of the Company and its subsidiaries (but in no event less frequently
than semi-monthly) and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed (and may
be increased but not deceased) from time to time by the Board or the Compensation Committee of the Board (the "Compensation
Committee") (such annual base salary, as it may be increased from time to time, the Annual Baseprovided, however, that
Executive's Annual Base Salary shall not be increased during calendar year 2016.


(b)                 Bonus.


(ii) Sign-on
Bonus. Executive shall receive a one-time special sign-on bonus payment of $140,000, payable on the Effective Date (the "Sign-on
Bonus"), it being understood that $90,000 of such Sign-on Bonus is intended to cover certain relocation and temporary
living expenses incurred by Executive in connection with his relocation to the Seattle, Washington area. If Executive's employment
terminates for Cause pursuant to Section 3(a)(iii) or as a result of Executive's resignation for any reason pursuant to
Section 3(a)(v) within twelve (12) months following the Effective Date, Executive shall be required to repay the full pretax
amount of the Sign-on Bonus, and if such termination or resignation occurs after twelve (12) months following the Effective Date
but prior to twenty-four (24) months following the Effective Date, Executive shall be required to repay 50% of the pretax amount
of the Sign-on Bonus.


(ii)Annual
Bonus. During the Term and beginning with calendar year 2016, Executive will be eligible to participate in an annual
incentive program established by the Board or the Compensation Committee. Executive's annual compensation under such
incentive program (the "Annual Bonus") shall be initially targeted at 50% of his Annual Base Salary (the
"Target Bonus"), with the expectation that the Annual Bonus will scale upward and downward based on individual
and/or actual Company performance, as determined by the Board or the Compensation Committee. Beginning with calendar year
2017, the Target Bonus shall be subject to adjustment, as determined by the Board or the Compensation Committee, as the
Company finalizes its long-term equity incentive programs; however, the total target incentive percentage (including the
Target Bonus and equity award targets) shall not be less than 50% of Annual Base Salary, with the expectation that the total
target incentive percentage will be greater than 50% of Annual Base Salary. The payment of any Annual Bonus pursuant to the
incentive program shall be subject to all applicable performance determinations as may be made annually by the Board or the
Compensation Committee, and Executive's continued employment with the Company through the date of payment. The Annual Bonus,
if any, shall be paid to Executive no later than seventy-five (75) days following the end of the calendar year to which the
Annual Bonus relates. Notwithstanding the foregoing, for calendar year 2016, the Company will guarantee a cash bonus equal to
the Target Bonus for one-half of Executive's Annual Bonus opportunity (i.e., a minimum cash bonus equal to one-half of the
Target Bonus, or $62,500), payable in April 2017, with the remaining one-half of Executive's Annual Bonus opportunity based
on individual and/or actual Company performance, as determined by the Board or the Compensation Committee, payable no later
than seventy-five (75) days following the end of calendar year 2016, in each case subject to Executive's continued
employment with the Company through the date of payment.


(c)               
Equity. Compensation. On the Effective Date, Executive will be granted an option (the "Option") to purchase 20,000
shares of the Company's common stock, pursuant to the terms of the Company's 2015 Long-Term Incentive Plan and a separate stock
option agreement that will be entered into with Executive. The Option shall vest in equal installments on the first three anniversaries
of the Effective Date, and the per share exercise price of the Option will be equal to the fair market value of the shams on the
date of grant. In addition, during the Term, Executive will be eligible to participate in and may receive additional awards under
any of the Company's equity incentive award plans and programs as in effect from time to time, with any new equity incentive grants
made in the sole discretion of the Board or Compensation Committee.


 



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(d)                 
Benefits. During the Term, Executive shall be eligible to participate in employee benefit plans, programs and arrangements
(including perquisite and fringe benefit arrangements) maintained for executives of the Company (including standard health and
welfare benefits and a 401(k) plan), consistent with the terms thereof, and as such plans, programs and arrangements may be amended
from time to time, In no event shall Executive be eligible to participate in any severance plan or program of the Company, except
as set forth in Section 4 of this Agreement. During the Term, Executive shall be entitled to paid vacation in accordance
with the Company's Policies.


(e)                  
Business Expenses. The Company shall reimburse Executive for all reasonable travel and other business expenses incurred
by Executive in the performance of Executive's duties to the Company in accordance with the Company's expense reimbursement Policy
and in compliance with Section 12(m).


(f)                    
Key Person Insurance. At any time during the Term, the Company and its subsidiaries shall have the right to insure
the life of Executive for the Company's and its subsidiaries' sole benefit. The Company shall have the right to determine the
amount of insurance and the type of policy. Executive shall reasonably cooperate with the Company in obtaining such insurance
by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing
all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company
or broker shall not be provided to the Company without the prior written authorization of Executive. Executive shall incur no
financial obligation in connection with assisting the Company to obtain such insurance policy (including by executing any required
document), and shall have no interest in any such policy.


3.Termination.


Executive's
employment hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement under
the following circumstances:


(a)Circumstances.


(i)                
Death. Executive's employment hereunder shall terminate upon Executive's death.


(ii)              
Disability. If Executive has incurred a Disability, as defined below, the Company may terminate Executive's employment.


(iii)            
Termination for Cause. The Company may terminate Executive's employment for Cause, as defined below.


(iv)             
Termination without Cause. The Company may terminate Executive's employment without Cause, which shall include a termination
of Executive as a result of the Company not renewing the Term pursuant to Section 1.


(v)
              Resignation from the Company. Executive may resign Executive's employment with
the Company for any reason or for no reason, which shall include a termination of Executive as a result of Executive not
renewing the Term pursuant to Section 1.






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(b)                                   
Notice of Termination. Any termination of Executive's employment by the Company or by Executive under this Section 3,
(other than termination pursuant to Section 3(a)(i) shall be communicated by a written notice to the other Party (i) indicating
the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the provision so indicated, if applicable, and (iii)
specifying a Date of Termination which, except in the case of a termination pursuant to Section 3(a)(iii), shall be at
least forty-five (45) days following the date of such notice (a "Notice of Termination"); provided, however,
that the Company may, in its sole discretion, instruct Executive to remain off the Company's premises and perform no Company functions
from the date of such Notice of Termination through the Date of Termination, but only to the extent that the Company pays Executive
full compensation and benefits during such period. The failure by the Company to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company
from asserting such fact or circumstance in enforcing the Company's rights hereunder.


(c)                                    
Company Obligations upon Termination. Upon termination of Executive's employment pursuant to any of the circumstances listed
in Section 3, Executive (or Executive's estate) shall be entitled to receive the sum of: (i) the portion of Executive's Annual
Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued
but unused in accordance with the Company's Policies; (iii) any reimbursements owed to Executive pursuant to Section 2(e); and
(iv) any amount accrued and arising from Executive's participation in, or benefits accrued under, any employee benefit plans,
programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit
plans, programs or arrangements (collectively, the "Company Arrangements"). Except as otherwise expressly required by
law (e.g., COBRA), as specifically provided herein, or with respect to any of Executive's equity-related compensation (which,
for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements),
all of Executive's rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease
upon the termination of Executive's employment hereunder. In the event that Executive's employment is terminated by the Company
for any reason, Executive's sole and exclusive remedy shall be to receive the payments and benefits described in this Section
3(c) and Section 4, as applicable.


(d)                                   
Deemed Resignation. Upon termination of Executive's employment for any reason, Executive shall be deemed to have resigned
from all offices and directorships, if any, then held with the Company or any of its subsidiaries.


4.Severance Payments.


(a)                                   
Termination for Cause. or Termination Upon Death. Disability or Resignation from the Company. If Executive's employment
shall terminate as a result of Executive's death pursuant to Section 3(a)(i) or Disability pursuant to Section UM®,
pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(v) for Executive's resignation from the Company,
then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).


(b)                                  
Termination without Cause. If Executive's employment terminates without Cause pursuant to Section 3(aXiv), then, subject
to Executive signing on or before the 21' day following the Date or Termination, and not revoking during any subsequent revocation
period contained therein, a release of claims substantially in the form attached as Exhibit A to this Agreement (the "Release"),
and Executive's continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set
forth in Section 311c), an amount equal to his Annual Base Salary, payable in the form of salary continuation in regular installments
over the 12-month period following the Date of Termination in accordance with the Company's normal payroll practices.


(c)                                 Survival.
Notwithstanding anything to the contrary in this Agreement, the provisions of Sections. 4 through 10 and Section 12 will survive
the termination of Executive's employment and the expiration or termination of the Term.


5.Parachute
Payments.


(a)                
It is the objective of this Agreement to maximize Executive's Net After-Tax Benefit (as defined herein) if payments or benefits
provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and
the regulations and guidance promulgated thereunder (the "Code"). Notwithstanding any other provisions of this
Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid
or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits,
including the payments under Section 4(b) hereof, being hereinafter referred to as the "Total Payments"), would
be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then
the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the Excise
Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state
and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions
and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such
Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment
taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total
Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced
Total Payments).


 



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(b)                 The
Total Payments shall be reduced by the Company in the following order (i) reduction of any cash severance payments otherwise payable
to Executive that are exempt from Section 409A of the Code ("Section 409A"), (ii) reduction of any other cash payments
or benefits otherwise payable to Executive that are exempt from Section 409A, but excluding any payments attributable to the acceleration
of vesting or payments with respect to any equity award with respect to the Company's common stock that is exempt from Section
409A, (iii) reduction of any other payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner
that complies with Section 409A, but excluding any payments attributable to the acceleration of vesting and payments with respect
to any equity award with respect to the Company's common stock that are exempt from Section 409A, and (iv) reduction of any payments
attributable to the acceleration of vesting or payments with respect to any other equity award with respect to the Company's common
stock that are exempt from Section 409A.


(c)                
All determinations regarding the application of this Section 5 shall be made by an accounting firm with experience in performing
calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company and acceptable
to Executive ("Independent Advisors"), a copy of which report and all worksheets and background materials relating
thereto shall be provided to Executive. For purposes of determining whether and the extent to which the Total Payments will be
subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived
at such time and in such manner as not to constitute a "payment" within the
meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken
into account which, in the opinion of the Independent Advisors, does not constitute a "parachute payment" within the
meaning of Section 280G(bX2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise
Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes
reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4X13) of the Code, in excess of
the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation;
and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined
by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The costs of obtaining
such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be
borne solely by the Company.


6.Competition;
Non-disparagement. Executive acknowledges that Executive has been provided with Confidential Information (as defined
below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information.
Ancillary to the rights provided to Executive as set forth in this Agreement and the Company's provision of Confidential
Information, and Executive's agreements regarding the use of same, in order to protect the value of any Confidential
Information, the Company and Executive agree to the following provisions against unfair competition, which Executive
acknowledges represent a fair balance of the Company's rights to protect its business and Executive's right to pursue
employment:


(a)             
Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any
equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or
operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent,
representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with
any portion of the Business (as defined below) anywhere in the world. Nothing herein shall prevent Executive from engaging in
any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided
that none of Executive's activities in respect of such non-competitive division would reasonably be expected to cause
Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that
competes with the Company. In addition, nothing herein shall prohibit Executive from being a passive owner of not more than
5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation
in the business of such entity.


(b)             
Except in furtherance of his duties hereunder during the Term, Executive shall not, at any time during the Restriction
Period, directly or indirectly, (i) solicit any customers, clients or suppliers of the Company or (ii) solicit, with respect
to hiring, any employee or independent contractor of the Company or any person employed or engaged by the Company at any time
during the 12-month period immediately preceding the Date of Termination.


(c)              
In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason
of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive
in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over
the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action.







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(d)             
As used in this Section 6, (i) the term "Company" shall include the Company and its direct and indirect
subsidiaries; (ii) the term "Business" shall mean the business of the Company, as such business is conducted
as of the Effective Date or may be expanded or altered by the Company during the Term, in any case that represents more than 10%
of the Company's gross annual revenues, and shall include any type of marine-based expeditions; and (iii) the term "Restriction
Period" shall mean the period beginning on the Effective Date and ending on the date 24 months following the Date of
Termination.


(e)Each Party to this Agreement (which,
in the case of the Company, shall include its


officers and the members of the Board) agrees,
during the Term and thereafter, to refrain from Disparaging (as defined below) the other Party and its affiliates. Nothing in
this paragraph shall preclude any Party from making truthful statements that are reasonably necessary to comply with applicable
law, regulation or legal process, or to defend or enforce a Party's rights under this Agreement. For purposes of this Agreement,
"Disparaging" means making remarks, comments or statements, whether written or oral, that impugn the character, integrity,
reputation or abilities of the person or entity being disparaged.


7.Nondisclosure of Proprietary Information.


(a)                
Except in connection with the faithful performance of Executive's duties hereunder or pursuant to Section 7(c) or (e),
Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose
or publish, or use for Executive's benefit or the benefit of any person, firm, corporation or other entity (other than the Company)
any confidential or proprietary information or trade secrets of or relating to the Company (including business plans, business
strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications
therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods,
developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed
or possessed by the Company, whether in tangible or intangible form, information with respect to the Company's operations, processes,
products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms
of employment) (collectively, the "Confidential Information"), or deliver to any person, firm, corporation or
other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information.
The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and
confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).
Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally
available to the public or is publicly available or has become public knowledge prior to the date Executive proposes to disclose
or use such information, provided that such publishing or public availability or knowledge of the Confidential Information shall
not have resulted from Executive directly or indirectly breaching Executive's obligations under this Section 7(a) or any
other similar provision by which Executive is bound, or from any third-party known by Executive to be breaching a provision similar
to that found under this Section 7(a). For the purposes of the previous sentence, Confidential Information will not be
deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately
published, but only if material features comprising such information have been published or become publicly available.


(b)                
Upon termination of Executive's employment with the Company for any reason, Executive will promptly deliver to the Company all
correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any
other documents or property concerning the Company'S customers, business plans, marketing strategies, products, property or processes,
provided that Executive may retain his compensation-related information, personal journal and rolodex, address book, appointment
book, calendar and/or contact list.









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(c)                                    
Notwithstanding Section 7(a), Executive may respond to a lawful and valid subpoena or other legal process but shall give
the Company the earliest practicable notice thereof, shall, as much in advance of the return date as practicable, make available
to the Company and its counsel the documents and other information sought and shall assist such counsel at Company's sole expense
in resisting or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules.


(d)                                   
As used in this Section 7 and Section 8, the term "Company" shall include the Company and its direct and indirect
subsidiaries.


(e)                                    
Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena
or court order (subject to the requirements of Section 7(c) above), (ii) disclosing information and documents to Executive's
attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive's post-employment
restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive's personal
correspondence, Executive's personal contacts and documents related to Executive's own personal benefits, entitlements and obligations.


8. 
Inventions.


All rights to discoveries,
inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company,
whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Executive may discover, invent
or originate during Executive's period of service with the Company or its subsidiaries or its or their predecessors, either alone
or with others and whether or not during working hours or by the use of the facilities of the Company ("Inventions"),
shall be the exclusive property of the Company. Executive shall promptly disclose all Inventions to the Company, shall execute
at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect
its rights therein, and shall assist the Company, upon reasonable request and in all instances at the Company's sole expense,
in obtaining, defending and enforcing the Company's rights therein. Executive hereby appoints the Company as Executive's attorney-in-fact
to execute on Executive's behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect
its rights to any Inventions.


9.
Injunctive Relief.


It is recognized and
acknowledged by Executive that a breach of the covenants contained in Sections 6, 7 and 8 could cause irreparable damage
to Company and its goodwill, the exact amount of which may be difficult or impossible to ascertain, and that the remedies at law
for any such breach may be inadequate. Accordingly, Executive agrees that in the event of a breach of any of the covenants contained
in Sections 6. 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company will be
entitled to seek specific performance and injunctive relief without the requirement to post bond.


10. 
Assignment and Successors.


None of the Company's
rights or obligations may be assigned or transferred by the Company, except that the Company shall assign its rights and obligations
under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise).
This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns,
legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive's
rights or obligations may be assigned or transferred by Executive, other than Executive's rights to payments hereunder, which
may be transferred only by will or operation of law. Notwithstanding the foregoing, Executive shall be entitled, to the extent
permitted under applicable law and applicable Company Arrangements, to select and change a beneficiary or beneficiaries to receive
compensation hereunder following Executive's death by giving written notice thereof to the Company.






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11.Certain
Definitions.


  (a)Cause. The Company
shall have "Cause" to terminate Executive's employment


hereunder upon Executive's:


(i)                  
willful misconduct and mismanagement by Executive that is materially injurious to the Company;


(ii)                   refusal in any material respect to carry out or comply with any lawful and reasonable directive of the Board consistent with the
terms of this Agreement;


(iii)                  conviction, plea of no contest, or plea of nob contendere for any felony;


(iv)                 
unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its
subsidiaries') premises while performing Executive's duties and responsibilities under this Agreement;


(v)                   commission of an act of fraud, embezzlement, willful misappropriation, willful misconduct, or breach of fiduciary duty, in any
case that results in material harm to the Company or any of its affiliates;


(vi)              
   material violation of any provision of this Agreement or a material Policy; or


(vii)             
   willful or prolonged, and unexcused, absence from work (other than by reason of Executive's disability due to
physical or mental illness).


For purposes of this
definition, an action or inaction is only "willful" if it is done or omitted by Executive without a good faith belief
that such action or inaction is in the best interests of the Company.


Notwithstanding the
foregoing, no termination for Cause will have occurred unless and until the Company has: (a) provided Executive, within thirty
(30) days of the Company first becoming aware of the facts or circumstances constituting Cause, written-notice stating with specificity
the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure
the same within thirty (30) days after the receipt of such notice. Any termination for Cause must occur within ninety (90) days
of the Company first becoming aware of the facts or circumstances constituting Cause.


  (b)Date of Termination.
"Date of Termination" shall mean (i) if Executive's employment is terminated by Executive's death, the date of Executive's
death; and (ii) if Executive's employment is terminated pursuant to Section 3(a)fii) fv), the date indicated in the Notice
of Termination.


 


                      (c)Disability.
"Disability" shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan for the
Company's employees and covering Executive, "disability" as defined in such long-term disability plan for the purpose
of determining a participant's eligibility for benefits, provided, however, if the long-term disability plan contains multiple
definitions of disability, "Disability" shall refer to that definition of disability which, if Executive qualified for
such disability benefits, would provide coverage for the longest period of time. The determination of whether Executive has a
Disability shall be made by the person or persons required to make disability determinations under the long-term disability plan.
At any time no such long-term disability plan is in effect, Disability shall mean Executive's inability to perform, with or without
reasonable accommodation, the essential functions of Executive's position hereunder for a total of three months during any six-month
period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its
insurers and acceptable to Executive or Executive's legal representative, with such agreement as to acceptability not to be unreasonably
withheld or delayed. Any refusal by Executive to submit to a reasonable medical examination at the Company's sole expense for
the purpose of determining Disability shall be deemed to constitute conclusive evidence of Executive's Disability.


12.Miscellaneous
Provisions.


                  (a)Governing
Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise
in accordance with the substantive laws of the State of New York without reference to the principles of conflicts of law of the
State of New York or any other jurisdiction, and where applicable, the laws of the United States. Any suit brought hereon shall
be brought in the state or federal courts sitting in the Borough of Manhattan within the City of New York, the Parties hereby
waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that any such court shall have
in personam jurisdiction over it and consents to service of process in any manner authorized by New York law.


 


                  (b)Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 



    8

     

    

 


                  (c)Notices.
Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or
refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or


certified or registered mail, postage
prepaid, as follows:






	(i)
	If to the Company,
                           the Chief Executive Officer or the General Counsel at its headquarters,

        and copies to:

        Latham & Watkins LLP

        555 Eleventh Street, N.W.

        Washington, DC 20004

        Attention: Paul Sheridan and Adam Kestenbaum

	 	 
	(ii)    	If to Executive, at the last address
        that the Company has in its personnel records for Executive.
	 	 
	(iii)   	At any other address as any Party
        shall have specified by notice in writing to the other Party.


 


            
     (d)Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered
by facsimile or email shall be deemed effective for all purposes.


 


              
   (e)Entire Agreement. The terms of this Agreement are intended by the Parties to be the final
expression of their agreement with respect to the subject matter hereof and supersede all prior understandings and
agreements, whether written or oral. The Parties further intend that this Agreement shall constitute the complete and
exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this Agreement.


 


(f)Certain
Indemnity Rights: D&O Coverage. During and after the Term, the Company shall(i) provide Executive with directors' and
officers' liability insurance coverage at least as favorable as that applicable to any then-current executive officer of director
of the Company, and (ii) indemnify Executive and his legal representatives to the fullest extent permitted by the laws of the
State of Delaware against all damages, costs, expenses and other liabilities reasonably incurred or sustained by Executive or
his legal representatives in connection with any suit, action or proceeding to which Executive or his legal representatives may
be made a party by reason of Executive being or having been a director or officer of the Company or any of its subsidiaries, or
having served in any other capacity or taken any other action purportedly on behalf of or at the request of the Company or any
of its subsidiaries.


(g)  Amendments;
Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive
and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized
representative of the Company may waive compliance by the other Party with any specifically identified provision of this Agreement
that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as
a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any
right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein
or by law or in equity.


(h)  No Inconsistent Actions. The Parties hereto shall not voluntarily
undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement.
Furthermore, it is the intent of the Parties hereto to act in a fair and reasonable manner with respect to the interpretation
and application of the provisions of this Agreement.


(i)
 Construction. This Agreement shall be deemed drafted equally by both Parties. Its language shall be
construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed
against any Party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect
construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of
this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the
contrary, (a) the plural includes the singular and the singular includes the plural; (b) "any," "all,"
"each," or "every" means "any and all," and "each and every"; (c)
"includes" and "including" are each "without limitation"; (d)
"herein," "hereof," "hereunder" and other similar compounds of the word "here" refer
to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (e) all pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the
entities or persons referred to may require.


(i)
 Arbitration.  Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled
solely and exclusively by a binding arbitration process administered by JAMS/Endispute in New York, New York. Such arbitration
shall be conducted in accordance with the then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions
if in conflict: (a) one arbitrator who is a retired judge shall be chosen by JAMS/Endispute; (b) the Company will pay the expenses
and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator, and (c) arbitration
may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings
has been given to such Party. Each Party shall bear its own attorney's fees and expenses; provided that the arbitrator may assess
the prevailing Party's fees and costs against the non-prevailing Party as part of the arbitrator's award. The Parties agree to
abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be
final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law
or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive
relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall
be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process
without the prior written consent of all Parties, except where necessary or compelled in a court to enforce this arbitration provision
or an award from such arbitration or otherwise in a legal proceeding. If JAMS/Endispute no longer exists or is otherwise unavailable,
the Parties agree that the American Arbitration Association ("AAA") shall administer the arbitration in accordance with
its then-existing rules as modified by this subsection. In such event, all references herein to JAMS/Endispute shall mean AAA.
Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual
property rights by court action instead of arbitration.


 



    9

     

    

(k)
Enforcement. If any provision
of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term,
such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement
a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and
enforceable, provided that the economic benefit to any Party is not diminished by such replacement.


(l) Withholding. The
Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding
or other taxes or charges which the Company is required to withhold.


(m)Section
409A.


(i)                 
General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be
exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith.


(ii)               
Separation from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits
payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under
this Agreement as payable upon Executive's termination of employment shall be payable only upon Executive's "separation from
service" with the Company within the meaning of Section 409A (a "Separation from Service") and, except as provided
below, any such compensation described in Section 4(h) shall not be paid, or, in the case of installments, shall not commence
payment, until the thirtieth (30th) day following Executive's Separation from Service (the "First Payment Date"). Any
installment payments that would have been made to Executive during the thirty (30) day period immediately following Executive's
Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining
payments shall be made as provided in this Agreement.


(iii)            
Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company
at the time of Executive's Separation from Service to be a "specified employee" for purposes of Section 409A, to the
extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in
order to avoid a prohibited distribution under Section 409A, such portion of Executive's benefits shall not be provided to Executive
prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive's Separation from Service
with the Company or (B) the date of Executive's death. Upon the first business day following the expiration of the applicable
Section 409A delay period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or
Executive's estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise
provided herein.


(iv)             
Expense Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, (A) any
such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in
which the expense was incurred, provided that Executive submits Executive's reimbursement request promptly following the date
the expense is incurred, (B) the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement
in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and (C) Executive's right to reimbursement
under this Agreement will not be subject to liquidation or exchange for another benefit.


(v)              Installments.
Executive's right to receive any installment payments under this Agreement, including any salary continuation payments that are
payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each
such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except
as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral
would not result in additional tax, interest or penalties pursuant to Section 409A.


13.Executive
Acknowledgement.


Executive
acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance
upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this
Agreement freely based on Executive's own judgment.


 


[Signature
Page Follows]


 



    10

     

    

 


 


[Signature
Page to Employment Agreement]









    11

     

    

 


EXHIBIT
A


Separation
Agreement and Release


This
Separation Agreement and Release (this "Agreement") is made by and between Tyler Skarda ("Executive")
and Lindblad Expeditions Holdings, Inc. (the "Company") (collectively, referred to as the "Parties"
or individually referred to as a "Party"). Capitalized terms used but not defined in this Agreement shall have
the meanings set forth in the Employment Agreement (as defined below).


WHEREAS, the Parties
have previously entered into that certain Employment Agreement, dated as of November __, 2015 (the "Employment Agreement");
and


WHEREAS, in connection
with Executive's termination of employment with the Company effective, 20_, the Parties wish to resolve any and all disputes,
claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of
the Releasees, as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive's
employment with or separation from the Company or its subsidiaries or affiliates, but, for the avoidance of doubt, nothing herein
will be deemed to release any rights or remedies in connection with (i) Executive's ownership of vested equity securities, (ii)
Executive's right to indemnification or directors' and officers' liability insurance pursuant to contract or applicable law or,
(iii) Executive's rights under this Agreement or under the Employment Agreement that expressly survive by its terms ((i) through
(iii), collectively, the "Retained Claims").


NOW,
THEREFORE, in consideration of the severance payments described in Section 4(b) of the Employment Agreement, which, pursuant to
the Employment Agreement, are conditioned on Executive's execution and non-revocation of this Agreement, and in consideration
of the mutual promises made herein, the Company and Executive hereby agree as follows:


1.                  
Severance Payments; Salary and Benefits. The Company agrees to provide Executive with the severance payments described in
Section 4(b) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment
Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the
Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement,
subject to and in accordance with the terms thereof.


2.                  
Release of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration
represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries
and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders,
administrators, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor
corporations and assigns (collectively, the "Releasees"). Executive, on his own behalf and on behalf of any of
Executive's heirs, family members, executors, agents, and assigns, other than with , respect to the Retained Claims, hereby and
forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any
claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts,
or damages that have occurred up until and including the date Executive signs this Agreement, including, without limitation:









    Exhibit A - 1

     

    

 


(a)                                   
any and all claims relating to or arising from Executive's employment or service relationship with the Company or any of its direct
or indirect subsidiaries and the termination of that relationship;


(b)                                   
any and all claims relating to, or arising from, Executive's right to purchase, or actual purchase of any shares of stock or other
equity interests of the Company or any of its subsidiaries, including, without limitation, any claims for fraud, misrepresentation,
breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal
law;


(c)                                    
any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment;
retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and
implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation;
libel; slander, negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability
benefits;


(d)                                   
any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII
of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities
Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers
Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification
Act; the Family and Medical Leave Act; and the Sarbanes-Oxley Act of 2002;


(e)                                    
     any and all claims for violation of the federal or any state constitution; and


(f)                                     any and all claims arising out of any other laws and regulations relating to employment or employment discrimination.


Executive agrees that the release set forth
in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release
does not release claims that cannot be released as a matter of law, including, but not limited to, Executive's right to file a
charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative
body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the
understanding that Executive's release of claims herein bars Executive from recovering such monetary relief from the Company or
any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable
state law, claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions
of COBRA, claims to any benefit entitlements vested as the date of separation of Executive's employment, pursuant to written terms
of any employee benefit plan of the Company or its affiliates and Executive's right under applicable law and any Retained Claims.
This release further does not release claims for breach of Section 3(c) or Section 4(b) of the Employment Agreement or any rights
you may have in your capacity as an equity holder in the Company.


3.Acknowledgment
of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any
rights Executive may have under the Age Discrimination in Employment Act of 1967 (the "ADEA"), and that this waiver
and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any
rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and
acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive
was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that:
(a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to
consider this Agreement; (c) Executive has 7 days following Executive's execution of this Agreement to revoke this Agreement
pursuant to written notice to the Chief Executive Officer or General Counsel of the Company; (d) this Agreement shall not be
effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive
from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose
any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event
Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive
hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this
Agreement.


 



    Exhibit A - 2

     

    




4.                  
Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a
part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this
Agreement shall continue in full force and effect without said provision or portion of provision.


5.                  
No Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer
of the Company.


6.                  
Governing Law: Notice; Counterparts:, Dispute Resolution. This Agreement shall be subject to the provisions of Sections
12(a), (c), (d) and (j) of the Employment Agreement.


7.                  
Effective Date. If Executive has attained or is over the age of 40 as of the date of Executive's termination of employment,
then Executive has seven days after Executive signs this Agreement to revoke it and this Agreement will become effective on the
eighth day after Executive signed this Agreement, so long as it has not been revoked by Executive before that date (the "Effective
Date"). If Executive has not attained the age of 40 as of the date of Executive's termination of employment, then the
Effective Date shall be the date on which Executive signs this Agreement.


8.                  Voluntary
Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress
or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive's
claims against the Company and any of the other Releasees to the extent set forth in this Agreement. Executive acknowledges that:
(a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company
that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) Executive understands
the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and
binding effect of this Agreement.


[Signature
Page Follows]


 



    Exhibit A - 3

     

    

IN WITNESS WHEREOF,
the Parties have executed this Agreement on the respective dates set forth below.








	 	 	 	 	 	Executive	 
	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	 
	 	 	 	 	 	Tyler Skarda	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	COMPANY	 
	 	 	 	 	 	 	 
	Dated:	 	 	 	 	By:	 	 
	 	 	 	 	 	 	Name:	 
	 	 	 	 	 	 	Title:	 



 





Exhibit A
-
4A -