GREAT AMERICAN GROUP, INC.


Amended and Restated 2009 Stock Incentive
Plan


(formerly Alternative Asset Management Acquisition
Corp.


2009 Stock Incentive Plan)


 


________________________


 









Plan Document


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1.                  
Establishment, Purpose, and Types of Awards. Great American Group, Inc. (the
“Company”) hereby establishes this equity-based incentive compensation plan (originally established by Alternative
Asset Management Acquisition Corp.) to be known as the “Great American Group, Inc. Amended and Restated 2009 Stock Incentive
Plan” (hereinafter referred to as the “Plan”), for the following purposes: (a) to enhance the Company’s
ability to attract highly qualified personnel; (b) to strengthen its retention capabilities; (c) to enhance the long-term
performance and competitiveness of the Company; and (d) to align the interests of Participants with those of the Company’s
shareholders.


(a)                
Effective Date. This Plan shall become effective upon the date adopted by the Board
of Directors of the Company; provided that no Awards shall be granted hereunder until the Plan has been approved by a vote of a
majority of the votes cast at a duly held meeting of the Company’s shareholders (or by such other shareholder vote that the
Committee determines to be sufficient for the issuance of Shares and Awards according to the Company’s governing documents
and Applicable Law).


(b)                
Awards. The Plan permits the granting of the following types of Awards according to
the Sections of the Plan listed here:


Section 5Stock Options


Section 6Share Appreciation Rights (SARs)


Section 7Restricted Shares, Restricted Share Units (RSUs),
and


Unrestricted Shares


Section 8Deferred Share Units (DSUs)


Section 9Performance Awards


(c)                
Appendices. Incorporated by reference and thereby part of the Plan are the terms set
forth in Appendix I.


(d)                
Effect on Other Plans, Awards, and Arrangements. This Plan is not intended to affect
and shall not affect any stock options, equity-based compensation, or other benefits that the Company or its Affiliates may have
provided, or may separately provide in the future, pursuant to any agreement, plan, or program that is independent of this Plan.
Notwithstanding the foregoing, effective upon shareholder approval of this Plan, no further awards shall be granted under the Pride
Capital Group, LLC Phantom Stock Plan.


2.                  
Defined Terms. Terms in the Plan and any Appendix that begin with an initial
capital letter have the defined meaning set forth in Appendix I, unless the context indicates a different meaning.


3.                  
Shares Subject to the Plan. Subject to adjustment pursuant to Section 13
below, a total of 3,210,133 Shares shall be available for issuance under the Plan. The Shares deliverable pursuant to Awards shall
be authorized, but unissued Shares, or Shares that the Company otherwise holds in treasury or in trust. Any Shares subject to
an Award that is settled in cash rather than in Shares, or subject to an Award that expires or is forfeited, cancelled or otherwise
terminated without the issuance of some or all of the Shares subject to the Award will again be available for future Awards to
the extent of such cash settlement, or non-issuance due to expiration, forfeiture, cancellation or termination. In addition, previously
issued Shares that are not related to a particular Award (e.g., Shares already owned by a Participant) and Shares subject to an
Award that are tendered or withheld by the Company in payment of all or part of the exercise price of such Award or in satisfaction
of applicable Withholding Taxes shall be added to the number of Shares available for issuance under the Plan. Further, and to
the extent permitted under Applicable Laws: (i) the maximum number of Shares available for delivery under the Plan shall not be
reduced by any Shares issued under the Plan through the settlement, assumption, or substitution of outstanding awards or obligations
to grant future awards in connection with the acquisition by the Company (or an Affiliate of the Company) of another entity; and
(ii) the maximum number of Shares available for delivery under the Plan shall be increased by the number of shares available for
issuance under any shareholder approved plan of an entity acquired by the Company or an Affiliate of the Company (as such number
has been equitably adjusted by the Committee to give effect to the acquisition).





    	 



    	 



    




4.                  
Eligibility.


(a)                
General Rule. Awards may only be made to Eligible Persons (as determined for each Award
on its Grant Date). Each Award shall be evidenced by an Award Agreement that sets forth its Grant Date and all other terms and
conditions of the Award, that is signed on behalf of the Company (or delivered by an authorized agent through an electronic medium),
and that, if required by the Committee, is signed by the Eligible Person as an acceptance of the Award. The grant of an Award shall
not obligate the Company or any Affiliate to continue the employment or service of any Eligible Person, or to provide any future
Awards or other remuneration at any time thereafter.


(b)                
Limits on Individual Awards. The maximum number of Shares with respect to which Options,
SARs, and Performance Awards may be granted to any Participant in any calendar year shall be 1,000,000 Shares. The foregoing limitations
shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 13(a),
below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitations
with respect to a Participant, if any Option or SAR is canceled, the canceled Option or SAR shall continue to count against the
maximum number of Shares with respect to which Options and SARs may be granted to the Grantee. For this purpose, the repricing
of an Option or SAR shall be treated as the cancellation of the existing Option or SAR and the grant of a new Option or SAR.


(c)                
Replacement Awards. Subject to Applicable Laws (including any associated shareholder
approval requirements), the Committee may, in its sole discretion and upon such terms as it deems appropriate, require as a condition
for granting an Award that an Eligible Person surrender for cancellation some or all Awards that have previously been granted under
this Plan or otherwise. An Award conditioned upon such surrender may or may not be the same type of Award, may cover the same (or
a lesser or greater) number of Shares as such surrendered Award, may have other terms that are determined without regard to the
terms or conditions of such surrendered Award, and may contain any other terms that the Committee deems appropriate. Except in
connection with a Change in Control, Options or SARs with a per Share exercise price (as adjusted pursuant to Section 13 below)
higher than Fair Market Value may not be cancelled under this Section 4(c) without the approval of the Company’s shareholders.


5.                  
Stock Options.


(a)                
Grants. The Committee may grant Options to Eligible Persons pursuant to Award Agreements
setting forth terms and conditions that are not inconsistent with the Plan, and that may include vesting or other requirements
for the right to exercise the Option; provided that –


(i)                  
the exercise price for Shares subject to purchase through exercise of an Option shall not
be less than 100% of the Fair Market Value of the underlying Shares on the Grant Date; and


(ii)                
no Option shall be exercisable for a term ending more than ten years after its Grant Date.


(b)                
Method of Exercise. Subject to Section 14 below, Options may be exercised by
the Participant (or his guardian or personal representative) giving notice to the Company pursuant to procedures established by
the Company for the exercise of Options. Such notice shall state the number of Shares the Participant has elected to purchase
under the Option and the method by which the exercise price and any applicable Withholding Taxes will be paid. The exercise price
and Withholding Taxes may be paid in cash or check payable to the Company (in U.S. dollars), or to the extent that the Committee
or the terms of an Award Agreement expressly permit, all or any part of the exercise price or Withholding Taxes may be satisfied
–



    	 



    	 



    




(i)                  
by delivery or attestation of Shares (valued at their Fair Market Value) that are subject
to the Option being exercised or that the Participant already owns;


(ii)                
by delivery of a properly executed exercise notice with irrevocable instructions to a broker
to deliver to the Company the amount necessary to pay the exercise price or Withholding Taxes from the sale or proceeds of a loan
from the broker with respect to the sale of Shares or a broker loan secured by Shares; or


(iii)               
by a combination of (i) and (ii).


An Award Agreement for an Option may provide that, if, on
the date upon which such Option or any portion thereof is to expire, Fair Market Value exceeds the per Share exercise price of
such Option and if such Option or portion thereof that will expire is otherwise exercisable, the Option shall be automatically
exercised by delivery or attestation of Shares that are subject to such Option in satisfaction of the exercise price and any applicable
Withholding Taxes.


(c)                
Exercise of an Unvested Option. The Committee in its sole discretion may allow a Participant
to exercise an unvested Option, in which case the Shares then issued shall be Restricted Shares having analogous vesting restrictions
to the unvested Option.


(d)                
Termination of Continuous Service. The Committee may establish and set forth in the
applicable Award Agreement the terms and conditions on which an Option shall remain exercisable following termination of a Participant’s
Continuous Service. Except to the extent an Award Agreement specifically provides otherwise, an Option shall be exercisable, only
to the extent the Participant was entitled to exercise such Option at the date of terminating Continuous Service, only until the
“Option Termination Date” determined pursuant to the following table:


	Reason for terminating Continuous Service	Option Termination Date
	(i) By the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts.	Termination of the Participant’s Continuous Service, or when Cause first existed if earlier.
	(ii) Disability of the Participant.	Within one year after termination of the Participant’s Continuous Service.
	(iii) Retirement of the Participant after age 60 with 5 years or more of Continuous Service.	Within six months after termination of the Participant’s Continuous Service.
	(iv) Death of the Participant during Continuous Service or within 90 days thereafter.	Within one year after termination of the Participant’s Continuous Service.
	(v) Other than due to Cause or the Participant’s Disability, Retirement, or Death.	Within 90 days after termination of the Participant’s Continuous Service.


 


Notwithstanding the foregoing, in no event may any Option
be exercised after the expiration of the Option term as set forth in the Award Agreement. To the extent that a Participant is not
entitled to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person
entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Award
Agreement or above (as applicable), the Option shall terminate and the Shares underlying the unexercised portion of the Option
shall revert to the Plan and become available for future Awards.


(e)                
Buyout. If a Participant so elects, the Committee may cancel an Option in exchange
for a payment to a Participant in cash, cash equivalents, new Awards, or Shares, at such time and on such terms and conditions
as the Committee shall have established and communicated to the Participant; provided, however, that, except in connection with
a Change in Control, the per Share exercise price of any Option cancelled pursuant to this Section 5(e) (as adjusted pursuant
to Section 13 below) shall not be greater than the Fair Market Value of a Share on such date unless the terms of the cancellation
of such Option are approved by the shareholders of the Company. In addition, but subject to Section 4(c) above and to any
shareholder approval requirement of Applicable Law, if the Fair Market Value for Shares subject to an Option is more than 33%
below their exercise price for more than 30 consecutive business days, the Committee may unilaterally terminate and cancel the
Option by providing each affected Participant with either cash or a new Award that has (i) a value equal to that of the vested
portion of the Option being cancelled (with value being uniformly determined as of the buyout date in accordance with the methodology
that the Company generally uses for financial accounting purposes for its Awards), (ii) vesting terms not less favorable
to the Participant than the Option being cancelled, and (iii) any other terms and conditions that the Committee may set forth
in the Award Agreement for the new Award; subject, except in connection with a Change in Control, to shareholder approval of any
Awards or program involving the cancellation of Options in exchange for Option grants having a lower exercise price.



    	 



    	 



    




(f)                 
Special ISO Provisions. The following provisions shall control any grants of Options
that are denominated as ISOs.


(i)                  
Grants of ISOs. The Committee may grant ISOs only to Employees (including officers
who are Employees) of the Company or an Affiliate that is a “parent corporation” or “subsidiary corporation”
within the meaning of Section 424 of the Code. Each Option that is intended to be an ISO must be designated in the Award Agreement
as an ISO, provided that any Option designated as an ISO will be a Non-ISO to the extent the Option fails to meet the requirements
of Code Section 422. In the case of an ISO, the Committee shall determine the acceptable methods of payment on the Date of
Grant and it shall be included in the applicable Award Agreement.


(ii)                
Maximum Limit. The number of Shares that are available for ISO Awards shall not exceed
3,210,133 Shares (as adjusted pursuant to Section 13 of the Plan), and shall be determined, to the extent required under the Code,
by reducing the number of Shares designated in Section 3 of the Plan by the number of Shares issued pursuant to Awards, provided
that any Shares that are subject to Awards issued under the Plan and forfeited back to the Plan before an issuance of Shares shall
be available for issuance pursuant to future ISO Awards.


(iii)               
$100,000 Limit. To the extent that the aggregate Fair Market Value of Shares with respect
to which Options designated as ISOs first become exercisable by a Participant in any calendar year (under this Plan and any other
plan of the Company or any Affiliate) exceeds U.S. $100,000, such excess Options shall be treated as Non-ISOs. For purposes of
determining whether the U.S. $100,000 limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall be determined
as of the Grant Date. In reducing the number of Options treated as ISOs to meet the U.S. $100,000 limit, the most recently granted
Options shall be reduced first. In the event that Section 422 of the Code is amended to alter the limitation set forth therein,
the limitation of this paragraph shall be automatically adjusted accordingly.


(iv)              
Grants to 10% Holders. In the case of an Incentive Stock Option granted to an Employee
who is a Ten Percent Holder on the Grant Date, the term of the Incentive Stock Option shall not exceed five years from the Grant
Date, and the exercise price shall be at least 110% of the Fair Market Value of the underlying Shares on the Grant Date. In the
event that Section 422 of the Code is amended to alter the limitations set forth therein, the limitation of this paragraph
shall be automatically adjusted accordingly.


(v)                
Substitution of Options. Notwithstanding any other provisions of the Plan, in the event
the Company or an Affiliate acquires (whether by purchase, merger or otherwise) all or substantially all of outstanding capital
stock or assets of another corporation or in the event of any reorganization or other transaction qualifying under Code Section 424,
the Committee may, in accordance with the provisions of that Section, substitute ISOs for ISOs under the plan of the acquired company
provided (i) the excess of the aggregate Fair Market Value of the Shares subject to an ISO immediately after the substitution
over the aggregate exercise price of such shares is not more than the similar excess immediately before such substitution, and
(ii) the new ISO does not give additional benefits to the Participant, including any extension of the exercise period.


(vi)              
Notice of Disqualifying Dispositions. By executing an ISO Award Agreement, each Participant
agrees to notify the Company in writing immediately after the Participant sells, transfers or otherwise disposes of any Shares
acquired through exercise of the ISO, if such disposition occurs within the earlier of (i) two years of the Grant Date, or
(ii) one year after the exercise of the ISO being exercised. Each Participant further agrees to provide any information about
a disposition of Shares as may be requested by the Company to assist it in complying with any applicable tax laws.



    	 



    	 



    




6.                  
SARs.


(a)                
Grants. The Committee may grant SARs to Eligible Persons pursuant to Award Agreements
setting forth terms and conditions that are not inconsistent with the Plan; provided that:


(i)                  
the exercise price for the Shares subject to each SAR shall not be less than 100% of the Fair
Market Value of the underlying Shares on the Grant Date;


(ii)                
no SAR shall be exercisable for a term ending more than ten years after its Grant Date; and


(iii)               
each SAR shall, except to the extent a SAR Award Agreement provides otherwise, be subject
to the provisions of Section 5(d) relating to the effect of a termination of Participant’s Continuous Service and Section 5(e)
relating to buyouts, in each case with “SAR” being substituted for “Option.”


(b)                
Settlement. Subject to Section 14 below, a SAR shall entitle the Participant,
upon exercise of the SAR, to receive Shares having a Fair Market Value on the date of exercise equal to the product of the number
of Shares as to which the SAR is being exercised, and the excess of (i) the Fair Market Value, on such date, of the Shares
covered by the exercised SAR, over (ii) an exercise price designated in the SAR Award Agreement. Notwithstanding the foregoing,
a SAR Award Agreement may limit the total settlement value that the Participant will be entitled to receive upon the SAR’s
exercise, and may provide for settlement either in cash or in any combination of cash or Shares that the Committee may authorize
pursuant to an Award Agreement. An Award Agreement for a SAR may provide that, if, on the date upon which such SAR or any portion
thereof is to expire, the Fair Market Value exceeds the per Share exercise price of such SAR and if such SAR or portion thereof
that will expire is otherwise exercisable, the SAR shall be automatically exercised and settled pursuant to this Section 6(b).


(c)                
SARs related to Options. The Committee may grant SARs either concurrently with the
grant of an Option or with respect to an outstanding Option, in which case the SAR shall extend to all or a portion of the Shares
covered by the related Option and have an exercise price not less than the exercise price of the related Option. A SAR related
to an Option shall entitle the Participant who holds the related Option, upon exercise of the SAR and surrender of the related
Option, or portion thereof, to the extent the SAR and related Option each were previously unexercised, to receive payment of an
amount determined pursuant to Section 6(b) above. Any SAR granted in tandem with an ISO will contain such terms as may be
required to comply with the provisions of Code Section 422.


7.                  
Restricted Shares, RSUs, and Unrestricted Share Awards.


(a)                
Grant. The Committee may grant Restricted Share, RSU, or Unrestricted Share Awards
to Eligible Persons, in all cases pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with
the Plan. The Committee shall establish as to each Restricted Share or RSU Award the number of Shares deliverable or subject to
the Award (which number may be determined by a written formula), and the period or periods of time (the “Restriction Period”)
at the end of which all or some restrictions specified in the Award Agreement shall lapse and the Participant shall receive unrestricted
Shares (or cash to the extent provided in the Award Agreement) in settlement of the Award. Such restrictions may include, without
limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination
at such times and pursuant to such circumstances or based on such criteria as selected by the Committee, including, without limitation,
criteria based on the Participant’s duration of employment, directorship or consultancy with the Company, individual, group,
or divisional performance criteria, Company performance, or other criteria selection by the Committee. The Committee may make
Restricted Share and RSU Awards with or without the requirement for payment of cash or other consideration. In addition, the Committee
may grant Awards hereunder in the form of Unrestricted Shares which shall vest in full upon the Grant Date or such other date
as the Committee may determine or which the Committee may issue pursuant to any program under which one or more Eligible Persons
(selected by the Committee in its sole discretion) elect to pay for such Shares or to receive Unrestricted Shares in lieu of cash
bonuses that would otherwise be paid. 



    	 



    	 



    




(b)                
Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting
Restricted Shares or RSUs, the terms and conditions under which the Participant’s interest in the Restricted Shares or the
Shares subject to RSUs will become vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee
otherwise determines, upon termination of a Participant’s Continuous Service for any reason, the Participant shall forfeit
his or her Restricted Shares and RSUs to the extent the Participant’s interest therein has not vested on or before such termination
date; provided that if a Participant purchases Restricted Shares and forfeits them for any reason, the Company shall return the
purchase price to the Participant to the extent either set forth in an Award Agreement or required by Applicable Laws.


(c)                
Certificates for Restricted Shares. Unless otherwise provided in an Award Agreement,
the Company shall hold certificates representing Restricted Shares and dividends (whether in Shares or cash) that accrue with respect
to them until the restrictions lapse, and the Participant shall provide the Company with appropriate stock powers endorsed in blank.
The Participant’s failure to provide such stock powers within ten days after a written request from the Company shall entitle
the Committee to unilaterally declare a forfeiture of all or some of the Participant’s Restricted Shares.


(d)                
Issuance of Shares upon Vesting. As soon as practicable after vesting of a Participant’s
Restricted Shares (or of the right to receive Shares underlying RSUs), the Company shall deliver to the Participant, free from
vesting restrictions, one Share for each surrendered and vested Restricted Share (or deliver one Share free of the vesting restriction
for each vested RSU), unless an Award Agreement provides otherwise and subject to Section 10 below regarding Withholding Taxes.
No fractional Shares shall be distributed, and cash shall be paid in lieu thereof.


(e)                
Dividends Payable on Vesting. Whenever Shares are deliverable to a Participant (or
duly-authorized transferee) pursuant to Section 7(d) above as a result of the vesting of a Restricted Share or RSU Award,
the Participant or his or her duly authorized transferee shall also be entitled to receive, with respect to each Share then vesting,
a number of Shares equal to the sum of –


(i)                  
any per-Share dividends which were declared and paid in Shares to the Company’s shareholders
of record between the Grant Date and the date Shares are delivered to the Participant pursuant to the particular vesting event
for the Award; and


(ii)                
the Shares that the Participant could have purchased at their Fair Market Value on the payment
date of any cash dividends if the Participant had received such cash dividends with respect to each Restricted Share, or Share
subject to an RSU, between the Grant Date and the date Shares are delivered to the Participant pursuant to the particular vesting
event for the Award.


(f)                 
Deferral Elections for RSUs. To the extent specifically provided in an Award Agreement,
a Participant may irrevocably elect, in accordance with Section 8 below, to defer the receipt of all or a percentage of the
Shares that would otherwise be transferred to the Participant upon the vesting of an RSU Award. If the Participant makes this election:
(i) the Company shall credit the Shares subject to the election, and any associated dividends, to a DSU account established
pursuant to Section 8 below on the date such Shares and any associated dividends would otherwise have been delivered to the
Participant pursuant to Sections 7(d) and 7(e) above, and (ii) any vesting that would have occurred within the 12-month period
following the date of the Participant’s election shall occur on the 12-month anniversary of such election, provided that
vesting may occur immediately upon the Participant’s death or Disability if so provided in the Award Agreement.


(g)                
Section 83(b) Elections. To the extent expressly permitted by an Award Agreement or
the Committee, a Participant may make an election under Code Section 83(b) (the “Section 83(b) Election”)
with respect to Restricted Shares. A Participant who has received RSUs may, within ten days after receiving the RSU Award, provide
the Committee with a written notice of his or her desire to make Section 83(b) Election with respect to the Shares subject
to such RSUs. The Committee may in its discretion convert the Participant’s RSUs into Restricted Shares, on a one-for-one
basis, in full satisfaction of the Participant’s RSU Award. The Participant may then make a Section 83(b) Election
with respect to those Restricted Shares; provided that the Participant’s Section 83(b) Election will be invalid if
not filed with the Company and the appropriate U.S. tax authorities within 30 days after the Grant Date of the RSUs replaced by
the Restricted Shares. 



    	 



    	 



    




8.                  
DSUs.


(a)                
Grants of DSUs. The Committee may make DSU awards to any Eligible Persons pursuant
to Award Agreements, regardless of whether or not there is a deferral of compensation, and may permit select Eligible Persons to
irrevocably elect, on a form provided by and acceptable to the Committee (the “Election Form”), to forego the receipt
of cash or other compensation (including the Shares deliverable pursuant to any RSU Award) and in lieu thereof to have the Company
credit to an internal Plan account a number of DSUs having a Fair Market Value equal to the Shares and other compensation deferred.
These credits will be made at the end of each calendar quarter (or other period determined by the Committee) during which compensation
is deferred. Unless the Company sends an Eligible Person a written notice rejecting an Election Form within five business days
after the Company receives it, an Election Form shall take effect on the first day of the next calendar year (or on the first day
of the next calendar month in the case of an initial election within 30 days after a Participant becomes first eligible to defer
hereunder) after its delivery to the Company. Notwithstanding the foregoing sentence, a Participant’s Election Form will
be ineffective with respect to any compensation that the Participant earns before the date on which the Election Form takes effect.
For any Participant who is subject to U.S. income taxation, the Committee shall only authorize deferral elections pursuant to Section 8:
(i) under written procedures, and using written election forms, that satisfy the requirements of Code Section 409A, and
(ii) shall only be made by Eligible Persons who are Directors, Consultants, or members of a select group of management or
highly compensated Employees (within the meaning of the Code).


(b)                
Vesting. Unless an Award Agreement expressly provides otherwise, each Participant shall
be 100% vested at all times in any Shares subject to DSUs.


(c)                
Issuances of Shares. Unless an Award Agreement or the Committee expressly provides
otherwise, the Company shall settle a Participant’s DSU Award, by delivering one Share for each DSU, in five substantially
equal annual installments that are issued before the last day of each of the five calendar years that end after the date on which
the Participant’s Continuous Service ends for any reason, subject to –


(i)                  
the Participant’s right to elect a different form of distribution, only on a form provided
by and acceptable to the Committee, that permits the Participant to select any combination of a lump sum and annual installments
that are triggered by, and completed within ten years following, the last day of the Participant’s Continuous Service; and


(ii)                
the Company’s acceptance of the Participant’s distribution election form executed
at the time the Participant elects to defer the receipt of Shares or other compensation pursuant to Section 8(a), provided
that the Participant may change a distribution election through any subsequent election that (I) the Participant delivers
to the Company at least one year before the date on which distributions are otherwise scheduled to commence pursuant to the Participant’s
initial distribution election, and (II) defers the commencement of distributions by at least five years from the originally
scheduled distribution commencement date.


Fractional shares shall not be issued, and instead shall
be paid out in cash.


(d)                
Dividends. Unless otherwise provided in an Award Agreement, whenever Shares are issued
to a Participant pursuant to Section 9(c) above, the Participant shall also be entitled to receive, with respect to each Share
issued, a number of Shares determined in a manner consistent with Section 7(e) above (but by reference to the period from
the Grant Date of the DSU to its settlement through the issuance of Shares to the Participant).


(e)                
Emergency Withdrawals. In the event that a Participant suffers an unforeseeable emergency
within the contemplation of this Section, the Participant may apply to the Committee for an immediate distribution of all or a
portion of the Participant’s DSUs. The unforeseeable emergency must result from a sudden and unexpected illness or accident
of the Participant, the Participant’s spouse, or a dependent of the Participant, casualty loss of the Participant’s
property, or other similar extraordinary and unforeseeable conditions beyond the control of the Participant. The Committee shall,
in its sole and absolute discretion, determine whether a Participant has a qualifying unforeseeable emergency, may require independent
verification of the emergency, and may determine whether or not to provide the Participant with cash or Shares. The amount of
any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable emergency
plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The number of Shares subject to the
Participant’s DSU Award shall be reduced by any Shares distributed to the Participant and by a number of Shares having a
Fair Market Value on the date of the distribution equal to any cash paid to the Participant pursuant to this Section. For all
DSUs granted to Participants who are U.S. taxpayers, the term “unforeseeable emergency” shall be interpreted in accordance
with Section 409A of the Code, and the term “dependent” shall be interpreted in accordance with Section 152(a)
of the Code.



    	 



    	 



    




(f)                 
Unsecured Rights to Deferred Compensation. A Participant’s right to DSUs shall
at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Participant (or
the Participant’s duly-authorized transferee) to receive benefits hereunder shall be solely an unsecured claim against the
general assets of the Company. Neither the Participant nor the Participant’s duly-authorized transferee shall have any claim
against or rights in any specific assets, Shares, or other funds of the Company.


(g)                
Termination of Service. For purposes of Section 8 of the Plan, a Participant’s
“Continuous Service” shall only end when the Participant incurs a “separation from service” within the
meaning of Treasury Regulations §1.409A-1(h). A Participant shall be considered to have experienced a termination of Continuous
Service when the facts and circumstances indicate that either (i) no further services will be performed for the Company or
any Affiliate after a certain date, or (ii) that the level of bona fide services the Participant will perform after such date
(whether as an Employee, Director, or Consultant) are reasonably expected to permanently decrease to no more than 25% of the average
level of bona fide services performed by such Participant (whether as an Employee, Director, or Consultant) over the immediately
preceding 36-month period (or full period of services to the Company and its Affiliates if the Participant has been providing such
services for less than 36 months).


9.                  
Performance Awards.


(a)                
Performance Awards. Subject to the limitations set forth in paragraph (b) hereof, the
Committee may in its discretion grant Performance Awards, including Performance Units, to any Eligible Person that (i) have
substantially the same financial benefits and other terms and conditions as Options, SARs, RSUs, or DSUs, and/or (ii) are
settled only in cash. A Performance Award is an Award which is based on the achievement of specific goals with respect to the Company
or any Affiliate or the individual performance of the Participant, or any combination thereof, over a specified period of time.
All Performance Awards shall be made pursuant to Award Agreements setting forth terms and conditions that are not inconsistent
with the Plan.


(b)                
Deferral Elections. At any time prior to the date that is both at least six months
before the close of a Performance Period (or shorter or longer period that the Committee selects) with respect to a Performance
Award and at which time vesting or payment is substantially uncertain to occur, the Committee may permit a Participant who is a
member of a select group of management or highly compensated employees to irrevocably elect, on a form provided by and acceptable
to the Committee, to defer the receipt of all or a percentage of the cash or Shares that would otherwise be transferred to the
Participant upon the vesting of such Award. If the Participant makes this election, the cash or Shares subject to the election,
and any associated interest and dividends, shall be credited to an account established pursuant to Section 8 hereof on the
date such cash or Shares would otherwise have been released or issued to the Participant pursuant to this Section.


(c)                
Performance Compensation Awards. Subject to the limitations set forth in Section 9
and in this Appendix II.F., the Committee may, at the time of grant of a Performance Unit, designate such Award as a “Performance
Compensation Award” (payable in cash or Shares) in order that such Award constitutes “qualified performance-based
compensation” under Code Section 162(m), in which event the Committee shall have the power to grant such Performance
Compensation Award upon terms and conditions that qualify it as “qualified performance-based compensation” within
the meaning of U.S. Code Section 162(m). With respect to each such Performance Compensation Award, the Committee shall establish,
in writing within the time required under Code Section 162(m), a “Performance Period ,” “Performance
Measure(s)”, and “Performance Formula(e)” (each such term being defined below). A Participant shall
be eligible to receive payment in respect of a Performance Compensation Award only to the extent that the Performance Measure(s)
for such Award is achieved and the Performance Formula(e) as applied against such Performance Measure(s) determines that all or
some portion of such Participant’s Award has been earned for the Performance Period. As soon as practicable after the close
of each Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Measure(s)
for the Performance Period have been achieved and, if so, determine and certify in writing the amount of the Performance Compensation
Award to be paid to the Participant and, in so doing, may use negative discretion to decrease, but not increase, the amount of
the Award otherwise payable to the Participant based upon such performance.



    	 



    	 



    




(d)                
Limitations on Awards. The maximum Performance Award and the maximum Performance Compensation
Award that any one Participant may earn in any one Performance Period shall not together exceed the limitation set forth in Section 4(b)
of the Plan for Shares subject to Awards (or, for Performance Units to be settled in cash, U.S. $6,000,000).


(e)                
Definitions.


(i)                  
“Performance Formula” means, for a Performance Period, one or more objective formulas
or standards established by the Committee for purposes of determining whether or the extent to which an Award has been earned based
on the level of performance attained or to be attained with respect to one or more Performance Measure(s). Performance Formulae
may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone
basis, in tandem or in the alternative.


(ii)                
“Performance Measure” means one or more of the following selected by the Committee
to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms
(including, without limitation, terms relative to a peer group or index):


	cash flow (before or after dividends)	earnings per share (including, without limitation, earnings before interest, taxes, depreciation and amortization)
	stock price	return on equity
	stockholder return or total stockholder return	return on capital (including without limitation return on total capital or return on invested capital)
	return on investment	return on assets or net assets
	market capitalization	economic value added
	debt leverage (debt to capital)	Revenue
	sales or net sales	Backlog
	income, pre-tax income or net income	operating income or pre-tax profit
	operating profit, net operating profit or economic profit	gross margin, operating margin or profit margin
	return on operating revenue or return on operating assets	cash from operations
	operating ratio	operating revenue
	market share improvement	general and administrative expenses
	customer service	new production introductions
	product line enhancements	strategic mergers or acquisitions
	working capital	Research
	licensing	Litigation
	human resources	information services
	sales of assets of Affiliates or business units	 


 


Each such measure shall be, to the extent applicable,
determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other
standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation
Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or
loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects
of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from
Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.



    	 



    	 



    









(iii)               
“Performance Period” means one or more periods of time (of not less than one fiscal
year of the Company), as the Committee may designate, over which the attainment of one or more Performance Measure(s) will be measured
for the purpose of determining a Participant’s rights in respect of an Award.


10.               
Taxes; Withholding.


(a)                
General. As a condition to the issuance or distribution of Shares pursuant to the Plan,
the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall
make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding
tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue
any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s
tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory
withholding rates for applicable tax purposes, including payroll taxes.


(b)                
Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee,
in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with
an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have
a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law.


(c)                
Income Taxes and Deferred Compensation. Participants are solely responsible and liable
for the satisfaction of any federal state, province, or local taxes that may arise in connection with Awards (including, for Participants
subject to taxation in the United States, any taxes arising under Section 409A of the Code, except to the extent otherwise
specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors,
or service providers shall have any obligation whatsoever to pay such taxes, to prevent Participants from incurring them, or to
mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed
to have directed the Company to withhold or collect from his or her cash compensation an amount sufficient to satisfy such tax
obligations from the next payroll payment or payments otherwise payable after the date of the exercise of an Award.


To the extent that the committee determines that any Award
granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate
the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall
be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines
that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department
of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable
Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect),
or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A
of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application
of any penalty taxes under such Section.


The Plan is intended to be an “unfunded” plan
for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the
Company or any Affiliate of the Company.




    	 



    	 



    

11.               
 Non-Transferability of Awards.


(a)                
General. Except as set forth in this Section 11, Awards may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution.
The designation of a death beneficiary by a Participant will not constitute a transfer. An Award may be exercised, during the lifetime
of the holder of an Award, only by such holder, the duly-authorized legal representative of a Participant who is Disabled, or a
transferee permitted by this Section 11.


(b)                
Limited Transferability Rights. Notwithstanding anything else in this Section 11,
the Committee may in its discretion provide that an Award may be transferred, on such terms and conditions as the Committee deems
appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as defined below), (ii) by
instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s
designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall
succeed and be subject to all of the terms of this Award Agreement and the Plan. “Immediate Family” means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.


(c)                
Death. In the event of the death of a Participant, any outstanding Awards issued to
the Participant shall automatically be transferred to the Participant’s Beneficiary (or, if no Beneficiary is designated
or surviving, to the person or persons to whom the Participant’s rights under the Award pass by will or the laws of descent
and distribution).


12.               
Modification of Awards and Substitution of Options. Within the limitations of
the Plan, the Committee may modify an Award to accelerate the rate at which an Option or SAR may be exercised (including without
limitation permitting an Option or SAR to be exercised in full without regard to the installment or vesting provisions of the applicable
Award Agreement or whether the Option or SAR is at the time exercisable, to the extent it has not previously been exercised), to
accelerate the vesting of any Award, to extend or renew outstanding Awards, to accept the cancellation of outstanding Awards to
the extent not previously exercised, or to make any other changes that would be allowed under the Plan for a new Award. However,
except in connection with a Change in Control or as approved by the shareholders of the Company, the Committee may not cancel an
outstanding Option or SAR whose exercise price per Share is greater than Fair Market Value at the time of cancellation for the
purpose of reissuing the Option or SAR to the Participant at a lower exercise price, granting a replacement award of a different
type, or exchanging the Award for a cash payment, or otherwise allow for a “repricing” of Options or SARs within the
meaning of federal securities laws applicable to proxy statement disclosures. Notwithstanding the foregoing provision, no modification
of an outstanding Award shall materially and adversely affect a Participant’s rights thereunder unless either (i) the
Participant provides written consent, or (ii) before a Change in Control, the Committee determines in good faith that the
modification is not materially adverse to the Participant.


13.               
Change in Capital Structure; Change in Control; Etc.


(a)                
Changes in Capitalization. In the event of a Share dividend, Share split, or combination
of Shares, Share exchange, recapitalization, merger in which the Company is the surviving corporation, spin-off or split-off of
an Affiliate, extraordinary cash dividend or other change in the Company’s capital stock (including, but not limited to,
the creation or issuance to shareholders generally of rights, options or warrants for the purchase of capital stock of the Company),
the number and kind of Shares or securities of the Company to be subject to the Plan and to Awards then outstanding or to be granted,
any and all maximum limits on the number of Shares that may be delivered under the Plan, any exercise price for Awards, and other
relevant provisions shall be equitably adjusted by the Committee.


(b)                
Change in Control. In the event of a Change in Control but subject to the terms of
any Award Agreements or any employment or other similar agreement between the Company or any of its Affiliates and a Participant
then in effect, each outstanding Award shall be assumed or a substantially equivalent award shall be substituted by the surviving
or successor corporation or a parent or subsidiary of such surviving or successor corporation (the “Successor Corporation”)
upon the consummation of the transaction; provided, however, that to the extent outstanding Awards are neither being assumed nor
replaced with substantially equivalent Awards by the Successor Corporation, the Committee may in its sole and absolute discretion
and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to
his or her outstanding Awards, take one or more of the following actions (with respect to any or all of the Awards, and with discretion
to differentiate between individual Participants and Awards for any reason):



    	 



    	 



    









(i)                  
accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable,
become exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company
with respect to Shares issued pursuant to an Award shall lapse as to the Shares subject to such repurchase right;


(ii)                
arrange or otherwise provide for the payment of cash or other consideration to Participants
in exchange for the satisfaction and cancellation of outstanding Awards (with the Committee determining the amount payable to each
Participant based on the Fair Market Value, on the date of the Change in Control, of the Award being cancelled, based on any reasonable
valuation method selected by the Committee); or


(iii)               
terminate all or some Awards upon the consummation of the transaction, provided that the Committee
shall provide for vesting of such Awards in full as of a date immediately prior to consummation of the Change in Control. To the
extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted,
such Award shall terminate upon such consummation.


Notwithstanding the above and unless otherwise provided in
an Award Agreement or in any employment or other similar agreement between the Company or any of its Affiliates and a Participant
then in effect, in the event a Participant is Involuntarily Terminated on or within 12 months (or other period either set forth
in an Award Agreement) following a Change in Control, then any Award that is assumed or substituted pursuant to this Section 13(b)
shall accelerate and become fully vested (and become exercisable in full in the case of Options and SARs), and any repurchase right
applicable to any Shares shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting
schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations
and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall
occur immediately prior to the effective date of the Participant’s Involuntary Termination, unless an Award Agreement provides
otherwise.


(c)                
Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company
other than as part of a Change in Control, each Award will terminate immediately prior to the consummation of such action, subject
to the ability of the Committee to exercise any discretion authorized in the case of a Change in Control.


14.               
Laws and Regulations.


(a)                
General Rules. This Plan, the grant of Awards, the exercise of Options and SARs, and
the obligations of the Company hereunder (including those to pay cash or to deliver, sell or accept the surrender of any of its
Shares or other securities) shall be subject to all Applicable Laws. In the event that any Shares are not registered under any
Applicable Law prior to the required delivery of them pursuant to Awards, the Company may require, as a condition to their issuance
or delivery, that the persons to whom the Shares are to be issued or delivered make any written representations and warranties
(such as that such Shares are being acquired by the Participant for investment for the Participant’s own account and not
with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of
such Shares) that the Committee may reasonably require, and the Committee may in its sole discretion include a legend to such effect
on the certificates representing any Shares issued or delivered pursuant to the Plan.


(b)                
Black-out Periods. Notwithstanding any contrary terms within the Plan or any Award
Agreement, the Committee shall have the absolute discretion to impose a “blackout” period on the exercise of any Option
or SAR, as well as the settlement of any Award, with respect to any or all Participants (including those whose Continuous Service
has ended) to the extent that the Committee determines that doing so is either desirable or required in order to comply with applicable
securities laws, provided that, if any blackout period occurs, the term of any Option or SAR shall not expire until the earlier
of (i) 30 days after the blackout period ends or (ii) the Option’s or SAR’s expiration date but only if
within 30 days thereafter the Company makes a cash payment to each affected Participant in an amount equal to the value of the
Option or SAR (as determined by the Committee) immediately before its expiration to the extent then vested and exercisable.



    	 



    	 



    




(c)                
No Shareholder Rights. Neither a Participant nor any transferee of a Participant shall
have any rights as a shareholder of the Company with respect to any Shares underlying any Award until the date of issuance of a
share certificate to a Participant or a transferee of a Participant for such Shares in accordance with the Company’s governing
instruments and Applicable Law. Prior to the issuance of Shares pursuant to an Award, a Participant shall not have the right to
vote or to receive dividends or any other rights as a shareholder with respect to the Shares underlying the Award, notwithstanding
its exercise in the case of Options and SARs. No adjustment will be made for a dividend or other right that is determined based
on a record date prior to the date the stock certificate is issued, except as otherwise specifically provided for in this Plan.


(d)                
Local Law Adjustments and Sub-plans. To facilitate the making of any grant of an Award
under this Plan, the Committee may adopt rules and provide for such special terms for Awards to Participants who are located within
the United States, foreign nationals, or who are employed by the Company or any Affiliate outside of the United States of America
as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Without limiting
the foregoing, the Company is specifically authorized to adopt rules and procedures regarding the conversion of local currency,
taxes, withholding procedures and handling of stock certificates which vary with the customs and requirements of particular countries.
The Company may adopt sub-plans and establish escrow accounts and trusts, and settle Awards in cash in lieu of shares, as may be
appropriate, required or applicable to particular locations and countries.


15.               
Termination, Rescission and Recapture of Awards.


(a)                
Each Award under the Plan is intended to align the Participant’s long-term interests
with those of the Company. Accordingly, to the extent expressly provided in an Award Agreement, the Company may terminate any outstanding,
unexercised, unexpired, unpaid, or deferred Awards (“Termination”), rescind any exercise, payment or delivery
pursuant to the Award (“Rescission”), or recapture any Shares (whether restricted or unrestricted) or proceeds
from the Participant’s sale of Shares issued pursuant to an Award (“Recapture”), if the Participant, during
his or her Continuous Service or within one year after the termination of his or her Continuous Service, engages in activity which:
(i) constitutes a material breach of the terms of any applicable patent, proprietary information, confidentiality, non-disclosure,
intellectual property, secrecy or other similar agreement between the Participant and the Company or any of its Affiliates; (ii) constitutes
the breach of the terms of any non-solicitation, non-competition or similar agreement between the Participant and the Company or
any of its Affiliates; or (iii) is materially prejudicial to the interests of the Company and constitutes a breach of a fiduciary
duty to the Company or its Affiliates.


(b)                
Within ten days after receiving notice from the Company of any such activity described in
subclauses (i), (ii) or (iii) in Section 15(a) above, the Participant shall deliver to the Company the Shares acquired pursuant
to the Award, or, if Participant has sold the Shares, the gain realized, or payment received as a result of the rescinded exercise,
payment, or delivery; provided, that if the Participant returns Shares that the Participant purchased pursuant to the exercise
of an Option (or the gains realized from the sale of such Shares), the Company shall promptly refund the exercise price, without
interest, that the Participant paid for the Shares. Any payment by the Participant to the Company pursuant to this Section shall
be made either in cash or by returning to the Company the number of Shares that the Participant received in connection with the
rescinded exercise, payment, or delivery.


(c)                
Notwithstanding the foregoing provisions of this Section 15, the Company has sole and
absolute discretion not to require Termination, Rescission and/or Recapture, and its determination not to require Termination,
Rescission and/or Recapture with respect to any particular act by a particular Participant or particular Award shall not in any
way reduce or eliminate the Company’s authority to require Termination, Rescission and/or Recapture with respect to any other
act or Participant or Award. Nothing in this Section shall be construed to impose obligations on the Participant to refrain from
engaging in lawful competition with the Company after the termination of employment that does not violate subclauses (i), (ii)
or (iii) of Section 15(a) above.




    	 



    	 



    

(d)                
 All administrative and discretionary authority given to the Company under this Section shall
be exercised by such person or committee (including without limitation the Committee) as the Committee may designate from time
to time.


(e)                
If any provision within this Section 15 is determined to be unenforceable or invalid
under any Applicable Law, such provision will be applied to the maximum extent permitted by Applicable Law, and shall automatically
be deemed amended in a manner consistent with its objectives and any limitations required under Applicable Law. Notwithstanding
the foregoing, but subject to any contrary terms expressly set forth in any Award Agreement, this Section 15 shall not be
applicable to any Participant from and after his or her termination of Continuous Service after a Change in Control.


16.               
Recoupment of Awards. To the extent expressly provided in an Award Agreement,
and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval
or consent of the Company’s shareholders or of any Participant, require that a Participant reimburse the Company for all
or any portion of any Awards granted to him or her under this Plan (“Reimbursement”), or the Committee may require
the Termination or Rescission of, or the Recapture associated with, any Award, if and to the extent—


(a)                
the granting, vesting, or payment of such Award (or portion thereof) was predicated upon the
achievement of certain financial results;


(b)                
in the Committee’s view the Participant engaged in fraud or misconduct that caused a
calculation that later proves to be materially inaccurate or partially caused the need for a material financial restatement by
the Company or any Affiliate; and


(c)                
a lower granting, vesting, or payment of such Award would have occurred based upon the conduct
described in clause (b) of this Section.


In each instance, the Committee may, to the extent practicable
and allowable under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award
granted to a Participant.


17.               
Administration of the Plan. The Committee shall administer the Plan in accordance
with its terms, provided that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings at such
times and places as it may determine and shall make such rules and regulations for the conduct of its business as it deems advisable.
In the absence of a duly appointed Committee, the Board shall function as the Committee for all purposes of the Plan.


(a)                
Committee Composition. The Board shall appoint the members of the Committee. If and
to the extent permitted by Applicable Law, the Committee may authorize one or more executive officers to make Awards to Eligible
Persons other than themselves. The Board may at any time appoint additional members to the Committee, remove and replace members
of the Committee with or without Cause, and fill vacancies on the Committee however caused.


(b)                
Powers of the Committee. Subject to the provisions of the Plan, the Committee shall
have the authority, in its sole discretion:


(i)                  
to grant Awards and to determine Eligible Persons to whom Awards shall be granted from time
to time, and the number of Shares, units, or dollars to be covered by each Award;


(ii)                
to determine, from time to time, the Fair Market Value of Shares;


(iii)               
to determine, and to set forth in Award Agreements, the terms and conditions of all Awards,
including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which
may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver
of forfeiture restrictions, and other restrictions and limitations;




    	 



    	 



    

(iv)              
 to approve the forms of Award Agreements and all other documents, notices and certificates
in connection therewith which need not be identical either as to type of Award or among Participants;


(v)                
to construe and interpret the terms of the Plan and any Award Agreement, to determine the
meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration;


(vi)              
to the extent consistent with the purposes of the Plan and without amending the Plan, to modify,
to cancel, or to waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes
in Applicable Law, and to recognize differences in foreign law, tax policies, or customs;


(vii)             
in the event that the Company establishes for itself, or uses the services of a third party
to establish, an automated system for the documentation, granting, settlement, or exercise of Award, such as a system using an
internet website or interactive voice response, to implement paperless documentation, granting, settlement, or exercise of Awards
by a Participant may be permitted through the use of such an automated system; and


(viii)           
to make all interpretations and to take all other actions that the Committee may consider
necessary or advisable to administer the Plan or to effectuate its purposes.


Subject to Applicable Law and the restrictions set forth
in the Plan, the Committee may delegate administrative functions to individuals who are Directors or Employees.


(c)                
Action by Committee. Each member of the Committee is entitled to, in good faith, rely
or act upon any report or other information furnished to that member by an officer or other employee of the Company or any Affiliate,
the Company’s independent certified public accounts, or any executive compensation consultant or other professional retained
by the Company to assist in the administration of the Plan.


(d)                
Deference to Committee Determinations. The Committee shall have the discretion to interpret
or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion,
and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise
of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s
interpretation and construction of any provision of the Plan, or of any Award or Award Agreement, and all determination the Committee
makes pursuant to the Plan shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision
or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be
upheld unless clearly made in bad faith or materially affected by fraud.


(e)                
No Liability; Indemnification. Neither the Board nor any Committee member, nor any
Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction
or determination made in good faith with respect to administering or interpreting the Plan, any Award or any Award Agreement on
behalf of the Company. The Company and its Affiliates shall pay or reimburse any member of the Committee, as well as any Director,
Employee, or Consultant who in good faith takes action on behalf of the Plan, for all expenses incurred with respect to the Plan,
and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and
costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf of the Plan.
The Company and its Affiliates may, but shall not be required to, obtain liability insurance for this purpose.


18.               
Governing Law. The terms of this Plan shall be governed by the laws of the State
of Delaware, without regard to its conflicts of law rules.


19.               
Plan Termination or Amendment.


If not sooner terminated by the Board, this Plan shall
terminate at the close of business on the date ten years after its effective date as determined under Section 1(a)
above. No Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall
deem advisable; provided that no change shall be made that increases the total number of Shares reserved for issuance
pursuant to Awards granted under the Plan (except pursuant to Section 13 above) unless such change is authorized by the
shareholders of the Company. A termination or amendment of the Plan shall not, without the consent of the Participant,
adversely and materially affect a Participant’s rights under an Award previously granted to him or her. Notwithstanding
the foregoing, the Committee may amend the Plan to comply with changes in tax or securities laws or regulations, or in the
interpretation thereof. Furthermore, the Board may not amend the Plan without shareholder approval to allow for either
(i) a “repricing” within the meaning of federal securities laws applicable to proxy statement disclosures,
except a repricing in connection with a Change in Control or which is otherwise approved by the shareholders, or
(ii) the cancellation of an outstanding Option or SAR whose exercise price is greater than Fair Market Value at the time
of cancellation for the purpose of reissuing the Option or SAR to the Participant at a lower exercise price, granting a
replacement award of a different type or in exchange for a cash payment, except a cancellation and reissuance, grant of a
replacement award or cash payment in connection with a Change in Control.



    	 



    	 



    

20.               
Relationship to other Benefits. No payment pursuant to the Plan shall be taken
into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other
benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or
an agreement thereunder.


21.               
Expenses. The expenses of administering the Plan shall be borne by the Company
and its Affiliates.


 




    	 



    	 



    

GREAT AMERICAN GROUP, INC.


Amended and Restated 2009 Stock Incentive
Plan


(formerly Alternative Asset Management Acquisition
Corp.


2009 Stock Incentive Plan)


 


 


________________________


 


Appendix I: Definitions





________________________


 


 


As used in the Plan, the following terms have the meanings
indicated when they begin with initial capital letters within the Plan:


“Affiliate” means, with respect
to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person.
For the purposes of this definition, “control,” when used with respect to any Person, means the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of such Person or the power to elect
directors, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,”
“controlling” and “controlled” have meanings correlative to the foregoing.


“Applicable Law” means the legal
requirements relating to the administration of options and share-based plans under any applicable laws of the United States, any
other country, and any provincial, state, or local subdivision, any applicable stock exchange or automated quotation system rules
or regulations, as such laws, rules, regulations and requirements shall be in place from time to time.


“Award” means any award made pursuant
to the Plan, including awards made in the form of an Option, a SAR, a Restricted Share, a RSU, an Unrestricted Share, a DSU, or
a Performance Award, or any combination thereof, whether alternative or cumulative.


“Award Agreement” means any document,
whether in writing or through an electronic medium, setting forth the terms of an Award that has been authorized by the Committee.
The Committee shall determine the form or forms of documents to be used, and may change them from time to time for any reason,
including different documents as may be appropriate or applicable for particular locations and countries.


“Beneficiary” means the person
or entity designated by the Participant, in a form approved by the Company, to exercise the Participant’s rights with respect
to an Award or receive payment or settlement under an Award after the Participant’s death.


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


“Cause” will have the meaning set
forth in any employment agreement between the Company or any of its Affiliate and the Participant then in effect. In the absence
of such an agreement, “Cause” will exist if the Participant is terminated from employment or other service with the
Company or an Affiliate for any of the following reasons: (i) the Participant’s willful failure to substantially perform
his or her duties and responsibilities to the Company or deliberate violation of a material Company policy; (ii) the Participant’s
commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Participant’s
material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom
the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s
willful and material breach of any of his or her obligations under any written agreement or covenant with the Company. The foregoing
definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship
at any time, and the term “Company” will be interpreted herein to include any Affiliate or successor thereto, if appropriate.


“Change in Control” shall be deemed
to have occurred if:




    	 



    	 



    

(i)                  
 a sale, transfer, or other disposition of all or substantially all of the assets and properties
of the Company is closed or consummated;


(ii)                
any “person,” “entity” or “group” (within the meaning
of Section 13(d)(3) and 14(d)(2)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other
than the Company or any majority owned subsidiary of the Company, becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of
the combined voting power of the Company’s then outstanding securities that have the right to vote in the election of directors
generally; provided, however, that the following shall not constitute a “Change in Control” for purposes of this subclause
(ii):


(A)              
any acquisition directly from the Company (excluding any acquisition resulting from the exercise
of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or


(B)               
any acquisition by an employee benefit plan (or related trust) sponsored or maintained by
the Company or any entity controlled by the Company;


(iii)               
during any period of two consecutive years during the term of the Plan, individuals who at
the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance
by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period
but excluding any director whose initial assumption of office occurred as a result of an actual or threatened solicitation of proxies
or consents by or on behalf of any Person other than the Board of Directors of the Company; or


(iv)              
the shareholders of the Company approve a plan or proposal of liquidation of the Company,
or a merger, reorganization, or consolidation involving the Company is closed or consummated, other than a merger, reorganization,
or consolidation in which holders of the combined voting power of the Company’s then outstanding securities that have the
right to vote in the election of directors generally immediately prior to such transaction own, either directly or indirectly,
fifty percent (50%) or more of the combined voting power of the securities entitled to vote in the election of directors generally
of the merged, reorganized or consolidated entity (or its parent company) immediately following such transaction in substantially
the same proportions among such holders as immediately prior to such transaction.


“Code” means the Internal Revenue
Code of 1986, as amended.


“Committee” means one or more committees
or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 17 above. With respect
to any decision involving an Award intended to satisfy the requirements of Section 162(m) of the Code, the Committee shall
consist of two or more Directors of the Company who are “outside directors” within the meaning of Section 162(m)
of the Code. With respect to any decision relating to a Reporting Person, the Committee shall consist of two or more directors
who are “non-employee directors” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee
shall be the Compensation Committee of the Board or its successor.


“Company” means Great American
Group, Inc., a Delaware corporation; provided, however, that in the event the Company reincorporates to another jurisdiction, all
references to the term “Company” shall refer to the Company in such new jurisdiction.


“Consultant” means any person (other
than an Employee or Director), including an advisor, who is engaged by the Company or any Affiliate to render services and is compensated
for such services.


“Continuous Service” means a
Participant’s period of service in the absence of any interruption or termination, as an Employee, Director, or
Consultant. Continuous Service shall not be considered interrupted in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided
otherwise pursuant to Company policy adopted from time to time; (iv) changes in status from Director to advisory
director or emeritus status; or (v) transfers between locations of the Company or between the Company and its
Affiliates. Changes in status between service as an Employee, Director, and a Consultant will not constitute an interruption
of Continuous Service if the individual continues to perform bona fide services for the Company. The Committee shall have the
discretion to determine whether and to what extent the vesting of any Awards shall be tolled during any paid or unpaid leave
of absence; provided, however, that in the absence of such determination, vesting for all Awards shall be tolled during any
such unpaid leave (but not for a paid leave).



    	 



    	 



    

“Deferred Share Units” or “DSUs”
mean Awards pursuant to Section 8 of the Plan.


“Director” means a member of the
Board, or a member of the board of directors of an Affiliate.


“Disabled” shall have the meaning
set forth in any employment agreement between the Company or any of its Affiliates and the Participant then in effect (and shall
include the term “Disability” if that term is so defined in such employment agreement). In the absence of such an agreement,
“Disabled” shall mean a condition under which a Participant —


(i)                  
is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or


(ii)                
is, by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than 12 months, received income replacement benefits
for a period of not less than 3 months under an accident or health plan covering employees of the Company or an Affiliate of the
Company.


“Eligible Person” means any Consultant,
Director, or Employee and includes non-Employees to whom an offer of employment has been or is being extended.


“Employee” means any person whom
the Company or any Affiliate classifies as an employee (including an officer) for employment tax purposes, whether or not that
classification is correct. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute
“employment” of such Director by the Company.


“Employer” means the Company and
each Affiliate that employs one or more Participants.


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


“Fair Market Value” as of any date
(the “Determination Date”) means: (i) the closing price of a Share on the New York Stock Exchange, the American
Stock Exchange or the NASDAQ Global Select Market (collectively, the “Exchange”) on the Determination Date, or, if
shares were not traded on the Determination Date, then on the nearest preceding trading day during which a sale occurred; or (ii) if
such stock is not traded on the Exchange but is otherwise traded in the over-the-counter market, the mean between the representative
bid and asked prices for a Share on the Determination Date; or (iii) if subsections (i) or (ii) do not apply, the fair market
value of a Share established in good faith by the Board or the Committee based on relevant facts and circumstances.


“Grant Date” means the later of
(i) the date designated as the “Grant Date” within an Award Agreement, and (ii) date on which the Committee
determines the key terms of an Award, provided that as soon as reasonably practical thereafter the Committee both notifies the
Eligible Person of the Award and enters into an Award Agreement with the Eligible Person.


“Incentive Stock Option” or “ISO”
means, an Option that qualifies for favorable income tax treatment under Code Section 422.




    	 



    	 



    

“Involuntary Termination” shall
mean, to the extent there is an employment agreement between the Company or any of its Affiliates and a Participant then in effect
and subject to the terms of such employment agreement, a termination of a Participant’s employment on or after a Change in
Control (i) by the Participant for “Good Reason” (as defined in any such employment agreement), or (ii) by
the Company or its Affiliates without cause or other than upon death or disability which termination entitles such Participant
to accelerated or extended severance benefits pursuant to his or her employment agreement. In the absence of such an agreement,
“Involuntary Termination” means a termination of a Participant’s Continuous Service under the following circumstances
occurring on or after a Change in Control: (i) termination without Cause by the Company or an Affiliate or successor thereto,
as appropriate; or (ii) voluntary termination by the Participant, if: (1) the Participant voluntarily terminates Continuous
Service within 60 days of one of the following conditions arising without the Participant’s consent: (A) a material
reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment
to a substantially similar position shall constitute a material reduction in job responsibilities; (B) an involuntary relocation
of the Participant’s work site to a facility or location more than 25 miles from the Participant’s principal work site
at the time of the Change in Control; or (C) a material reduction in Participant’s total compensation other than as
part of an reduction by the same percentage amount in the compensation of all other similarly-situated Employees or Directors;
(2) the Participant gives the Company or an Affiliate written notice of the existence of one or more of the conditions listed
in (A) through (C) within ten days of the initial existence of the condition; and (3) the Company or Affiliate fails to cure
such condition within 30 days following receipt of such written notice by the Participant.


“Non-ISO” means an Option not intended
to qualify as an Incentive Stock Option, as designated in the applicable Award Agreement.


“Option” means a right to purchase
Shares granted under the Plan, at a price determined in accordance with the Plan.


“Participant” means any Eligible
Person who holds an outstanding Award.


“Performance Awards” mean Awards
granted pursuant to Section 9.


“Performance Unit” means an Award
granted pursuant to Section 9(a) of the Plan which may be paid in cash, in Shares, or such combination of cash and Shares
as the Committee in its sole discretion shall determine.


“Person” means any natural person,
association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited
partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality,
unincorporated organization or organizational entity.


“Plan” means this Great American
Group, Inc. Amended and Restated 2009 Stock Incentive Plan (including the Appendices hereto).


“Recapture” and “Rescission”
have the meaning set forth in Section 15 of the Plan.


“Reimbursement” has the meaning
set forth in Section 16 of the Plan.


“Reporting Person” means an Employee,
Director, or Consultant who is subject to the reporting requirements set forth under Rule 16b-3.


“Restricted Share” means a Share
awarded with restrictions imposed under Section 7.


“Restricted Share Unit” or “RSU”
means a right granted to a Participant to receive Shares or cash upon the lapse of restrictions imposed under Section 7.


“Retirement” means a Participant’s
termination of employment after age 65.




    	 



    	 



    

“Rule 16b-3” means Rule 16b-3 promulgated
under the Exchange Act, as amended from time to time, or any successor provision.


“Share” means an ordinary share,
no par value, of the Company, as adjusted in accordance with Section 13 of the Plan.


“SAR” or “Share Appreciation
Right” means a right to receive amounts awarded under Section 6.


“Ten Percent Holder” means a person
who owns (within the meaning of Code Section 422) stock representing more than ten percent (10%) of the combined voting power
of all classes of stock of the Company.


“Unrestricted Shares” mean Shares
awarded without restrictions pursuant to Section 7 of the Plan.


“Withholding Taxes” means the aggregate
minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required
to withhold in connection with any Award.


 




    	 



    	 



    

 


Great
American Group, Inc.


Amended and Restated 2009 Stock Incentive
Plan


(formerly Alternative Asset Management Acquisition
Corp.


2009 Stock Incentive Plan)


The 2009 Stock Incentive Plan was approved by the Board of
Directors of Alternative Asset Management Acquisition Corp. (“AAMAC”) on May 12, 2009 and by the shareholders of Alternative
Asset Management Acquisition Corp. (“AAMAC”) on July 31, 2009, and assumed by Great American Group, Inc. on July 31,
2009 (the “2009 Plan”). The 2009 Plan was amended and restated by the Board of Directors of Great American Group, Inc.
on August 19, 2009 (the “August 2009 Plan”). The August 2009 Plan was amended and restated by the Board of Directors
and stockholders of Great American Group, Inc. on October 7, 2014.