Exhibit
10.1


 


FG
FINANCIAL GROUP, INC.


2021
EQUITY INCENTIVE PLAN


 


1.
Establishment, Purpose, Duration.


 


a.
Establishment. FG Financial Group, Inc. (the “Company”) hereby establishes an equity compensation plan to be known
as the FG Financial Group, Inc. 2021 Equity Incentive Plan (the “Plan”). The Plan is effective as of October 1, 2021 (the
“Effective Date”), subject to the approval of the Plan by the stockholders of the Company (the date of such stockholder approval
being the “Approval Date”). Definitions of capitalized terms used in the Plan are contained in Section 2 of the Plan.


 


b.
Purpose. The purpose of the Plan is to attract and retain Directors, Consultants, officers and other key Employees of the Company
and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.


 


c.
Duration. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective
Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards
remain outstanding.


 


d.
Prior Plan. If the Company’s stockholders approve the Plan at the 2021 Annual Meeting of Stockholders, the 1347 Property
Insurance Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Prior Plan”) will terminate in its entirety
effective on the Approval Date; provided that all outstanding awards under the Prior Plan as of the Approval Date shall remain outstanding
and shall be administered and settled in accordance with the provisions of the Prior Plan.


 


2.
Definitions. As used in the Plan, the following definitions shall apply.


 


a.
“Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans
under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system
on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under
the Plan.


 


b.
“Approval Date” has the meaning given such term in Section 1(a).


 


c.
“Award” means an award of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Shares, Restricted Share Units, or Other Share-Based Awards granted pursuant to the terms and conditions of the Plan.


 


d.
“Award Agreement” means either: (a) an agreement, in written or electronic format, entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, in written or
electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed
by the Participant.


 


e.
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor
to such Rule.


 




     


     


    

 


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


 


g.
“Cause” as a reason for a Participant’s termination of a Participant’s Continuous Service shall have the
meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Cause” shall have the
equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment, consulting, or
other agreement for the performance of services between the Participant and the Company or a Subsidiary or, in the absence of any such
agreement or any such definition in such agreement, such term shall mean (i) an intentional act of fraud, embezzlement, theft or any
other illegal or unethical act in connection with the performance of the Participant’s duties to the Company or a Subsidiary that
the Company determines, acting in good faith, has materially injured or is highly likely to materially injure the Company, or any other
terminable offense under the Company’s policies and practices; (ii) intentional damage to the Company’s (or a Subsidiary’s)
assets; (iii) conviction of (or plea of nolo contendere to) any felony or other crime involving moral turpitude; (iv) improper, willful
and material disclosure or use of the Company’s (or a Subsidiary’s) confidential information or other willful material breach
of the participant’s duty of loyalty to the Company or a Subsidiary; (v) a willful, material violation of the Company’s policies
and procedures as set out in its employee handbook or a material violation of the Company’s code of conduct that the Company determines,
acting in good faith, has materially injured or is highly likely to materially injure the Company, monetarily or otherwise; or (vi) the
participant’s willful failure or refusal to follow the lawful and good faith directions of the Company or a Subsidiary, as determined
in good faith by the Company. The good faith determination by the Company of whether a Participant’s Continuous Service was terminated
for “Cause” shall be final and binding for all purposes hereunder.


 


h.
“Change in Control” shall mean, unless otherwise specified in an Award Agreement, the occurrence of any of the following:


 


i.
The acquisition by any Person of Beneficial Ownership of 50% or more of either (x) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”); or (y) the combined voting power of the then outstanding securities of
the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing
Beneficial Ownership hereinafter being referred to as a “Controlling Interest”); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege
unless the security being so exercised, converted or exchanged was acquired directly from the Company); (B) any acquisition by the Company;
(C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled
by the Company; (D) any acquisition by Fundamental Global, LLC, Ballantyne Strong, Inc., Kingsway Financial Services Inc. or any of their
affiliates (collectively, the “Excluded Holders”); or (E) any acquisition by any entity pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (ii) of this Section 2(h); provided further, that for purposes of clause (B), if any Person
(other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company, any corporation controlled
by the Company, or any of the Excluded Holders) shall become the beneficial owner of a Controlling Interest by reason of an acquisition
by the Company, and such Person shall, after such acquisition by the Company, acquire Beneficial Ownership of any additional shares of
the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities and such Beneficial Ownership is publicly
announced, such additional Beneficial Ownership shall constitute a Change in Control; or


 


ii.
The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (A) all or substantially
all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50%
of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior
to such Corporate Transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may
be, (B) no Person (other than (I) the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company, or
any corporation controlled by the Company; (II) any Excluded Holder; (III) the corporation resulting from such Corporate Transaction;
or (IV) any Person which beneficially owned (directly or indirectly) a Controlling Interest immediately prior to such Corporate Transaction)
will beneficially own, directly or indirectly, 50% or more of, respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to
vote generally in the election of directors, and (C) individuals who were members of the Incumbent Board will constitute at least a majority
of the members of the board of directors of the corporation resulting from such Corporate Transaction; or


 




     


     


    

 


iii.
The consummation of a plan of complete liquidation or dissolution of the Company.


 


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


 


j.
“Committee” means the Compensation and Management Resources Committee of the Board or such other committee or subcommittee
of the Board as may be duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board.
To the extent required by Applicable Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee
director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and an “independent director” within
the meaning of applicable rules of any securities exchange upon which Shares are listed.


 


k.
“Company” has the meaning given such term in Section 1(a) and any successor thereto.


 


l.
“Consultant” means an independent contractor who (a) performs services for the Company or a Subsidiary in a capacity
other than as an Employee or Director and (b) qualifies as a consultant under the applicable rules of the SEC for registration of shares
on a Form S-8 Registration Statement.


 


m.
“Continuous Service” means the uninterrupted provision of services to the Company or any Subsidiary in any capacity
of Employee, Director, or Consultant. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave
of absence, (ii) transfers among the Company, any Subsidiaries, or any successor entities, in any capacity of Employee, Director, or
Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary in any capacity
of Employee, Director, or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave.


 


n.
“Controlling Interest” has the meaning given such term in Section 2(h).


 


o.
“Corporate Transaction” has the meaning given such term in Section 2(h).


 


p.
“Date of Grant” means the date specified by the Committee on which the grant of an Award is to be effective. The Date
of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant
be earlier than the Effective Date.


 


q.
“Director” means any individual who is a member of the Board and who is not an Employee.


 


r.
“Effective Date” has the meaning given such term in Section 1(a).


 


s.
“Employee” means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining
whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the
meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Laws.


 


t.
“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules
and regulations may be amended from time to time.


 




     


     


    

 


u.
“Excluded Holders” has the meaning given such term in Section 2(h).


 


v.
“Fair Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the
closing sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable
The Nasdaq Stock Market LLC or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (b)
if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked prices last
quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, (i) with
respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value
as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information
material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with respect to all other Awards, the
fair market value as determined by the Committee in good faith.


 


w.
“Good Reason” shall, with respect to any Participant, have the meaning specified in the applicable Award Agreement.
In the absence of any definition in the Award Agreement, “Good Reason” shall have the equivalent meaning or the same meaning
as “good reason” or “for good reason” set forth in any employment, consulting or other agreement for the performance
of services between the Participant and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in
such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the
Participant’s duties or responsibilities as assigned by the Company or a Subsidiary, or any other action by the Company or a Subsidiary
which results in a material diminution in such duties or responsibilities, excluding for this purpose any action which is remedied by
the Company or a Subsidiary promptly after receipt of notice thereof given by the Participant; or (ii) any material failure by the Company
or a Subsidiary to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent
failure which is remedied by the Company or a Subsidiary promptly after receipt of notice thereof given by the Participant.


 


x.
“Incentive Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option
and that is intended to meet the requirements of Section 422 of the Code.


 


y.
“Incumbent Board” has the meaning given such term in Section 2(h).


 


z.
“Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the
Code or otherwise does not meet such requirements.


 


aa.
“Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the
Plan, granted in accordance with the terms and conditions set forth in Section 10.


 


bb.
“Outstanding Company Common Stock” has the meaning given such term in Section 2(h).


 


cc.
“Outstanding Company Voting Securities” has the meaning given such term in Section 2(h).


 


dd.
“Participant” means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.


 




     


     


    

 


ee.
“Performance Award” has the meaning given such term in Section 12(a).


 


ff.
“Performance Objectives” means the performance objective or objectives established by the Committee with respect to
an Award granted pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its
Subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products,
or the performance of the individual Participant, and may include, without limitation, the Performance Objectives listed in Section 12(a).
The Performance Objectives may be made relative to the performance of a group of comparable companies, or a published or special index
that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various
stock market indices. Performance Objectives may be stated as a combination of the listed factors. Any Performance Objectives that are
financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), if
applicable, or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.


 


gg.
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof.


 


hh.
“Plan” means this FG Financial Group, Inc. 2021 Equity Incentive Plan, as amended from time to time.


 


ii.
“Prior Plan” has the meaning given such term in Section 1(d).


 


jj.
“Qualified Termination” means any termination of a Participant’s Continuous Service during the two-year period
commencing on a Change in Control (a) by the Company, any of its Subsidiaries or the entity resulting from a Change in Control other
than for Cause, or (b) by the Participant for Good Reason.


 


kk.
“Restricted Shares” means Shares granted or sold pursuant to Section 8 as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to in such Section 8 has expired.


 


ll.
“Restricted Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted
period made pursuant to Section 9.


 


mm.
“SEC” means the United States Securities and Exchange Commission.


 


nn.
“Share” means a share of common stock of the Company, par value $0.001 per share, or any security into which such
Share may be changed by reason of any transaction or event of the type referred to in Section 14.


 


oo.
“Stock Appreciation Right” means a right granted pursuant to Section 7.


 




     


     


    

 


pp.
“Stock Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms
and conditions set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.


 


qq.
“Subsidiary” means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined
under Section 424(f) of the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company
owns, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.


 


rr.
“Ten Percent Stockholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes
of stock of the Company, within the meaning of Section 422 of the Code.


 


3.
Shares Available Under the Plan.


 


a.
Shares Available for Awards. The maximum number of Shares that may be granted pursuant to Awards under the Plan shall be 1,500,000
Shares. All of the Shares authorized for grant under the Plan may be issued pursuant to Incentive Stock Options. Shares issued or delivered
pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination
of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment as
provided in Section 14.


 


b.
Share Counting. Except as provided in Section 3(c), the following Shares shall not count against the Share limit in Section 3(a):
(i) Shares covered by an Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such
Shares; (ii) Shares covered by an Award that is settled only in cash; and (iii) Shares granted through the assumption of, or in substitution
for, outstanding awards granted by a company to individuals who become Employees, Directors or Consultants as the result of a merger,
consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates (except as
may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are listed).
This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent
with applicable Treasury regulations relating to Incentive Stock Options under the Code.


 


c.
Prohibition of Share Recycling. Notwithstanding the foregoing, the following Shares subject to an Award shall not again be available
for grant as described above, regardless whether those Shares are actually issued or delivered to the Participant: (i) Shares tendered
in payment of the exercise price of a Stock Option; (ii) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding
obligation with respect to an Award; and (iii) Shares that are repurchased by the Company with Stock Option proceeds. Without limiting
the foregoing, with respect to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award
shall count against the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the Stock
Appreciation Right upon exercise.


 


d.
Limits on Awards to Directors. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair
value (determined as of the applicable Date(s) of Grant in accordance with applicable financial accounting rules) of all Awards granted
to any Director during any single calendar year, taken together with any cash fees paid to such person during such calendar year, shall
not exceed $200,000.


 




     


     


    

 


4.
Administration of the Plan.


 


a.
In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have
full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the
Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine the terms
and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable
to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret
the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations
for the Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Committee deems
appropriate. To the extent permitted by Applicable Laws, the Committee may, in its discretion, delegate to one or more Directors or Employees
any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated hereunder as acts of the Committee
with respect to any matters so delegated.


 


b.
Determinations. The Committee shall have no obligation to treat Participants or eligible Employees, Directors and Consultants
uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees, Directors
or Consultants who are eligible to receive, Awards (whether or not such Participants or eligible Employees, Directors or Consultants
are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related
orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries,
stockholders, Directors, Consultants, Employees, Participants and their estates and beneficiaries.


 


c.
Authority of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the
Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or
responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the extent that any
action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control.


 


5.
Eligibility and Participation. Each Employee, Director and Consultant is eligible to participate in the Plan. Subject to the provisions
of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants those to whom Awards
shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Laws and the
amount of each Award. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or,
having been so selected, to be selected to receive future Awards.


 


6.
Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and
upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of
the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and
exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions
of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified
Stock Option. No dividend equivalents may be granted with respect to the Shares underlying a Stock Option.


 




     


     


    




 


b.
Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option
is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share
of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.


 


c.
Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided,
however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.


 


d.
Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be
determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation,
the satisfaction of (a) performance goals based on one or more Performance Objectives, and (b) time-based vesting requirements.


 


e.
Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised
for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice
of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which
the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may
be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash or its equivalent; (ii) by
tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise
or through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described
in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee in its sole discretion. As soon as practicable
after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number
of Shares to be issued to the Participant.


 


f.
Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:


 


(i)
Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock
Options shall be subject to and comply with the requirements of Section 422 of the Code.


 


(ii)
To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive
Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries)
is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code, then
the Stock Option shall be treated as a Nonqualified Stock Option.


 


(iii)
No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Stockholder, unless (x) the
exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a
Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.


 




     


     


    

 


7.
Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price,
the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the
Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and
which are not inconsistent with the terms and conditions of the Plan. No dividend equivalents may be granted with respect to the Shares
underlying a Stock Appreciation Right.


 


b.
Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the
Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall
the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share
on the Date of Grant.


 


c.
Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement;
provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.


 


d.
Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and
upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions
may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and (ii) time-based
vesting requirements.


 


e.
Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation
Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised
by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number
of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle
a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise
price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation
Right may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.


 


8.
Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such
number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Restricted Share Award shall be evidenced by an Award Agreement that shall specify the number of Restricted
Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares
will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions
of the Plan.


 


b.
Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted
Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted
Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale
restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award
Agreement or required by applicable law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination
of the applicable restricted period and the satisfaction of any other applicable terms and conditions.


 




     


     


    

 


c.
Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain any certificates representing
Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.


 


d.
Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares:
(i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise
provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted
Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares
during the restricted period; provided, however, that any dividends with respect to unvested Restricted Shares shall be accumulated or
deemed reinvested in additional Restricted Shares, subject to the same terms and conditions as the original Award (including service-based
vesting conditions and any Performance Objectives) until such Award is earned and vested.


 


9.
Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units,
the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share
Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee
shall determine and which are not inconsistent with the terms and conditions of the Plan.


 


b.
Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted
Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each
Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions or holding
requirements.


 


c.
Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the
Committee in the related Award Agreement.


 


d.
Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, payable either in cash or
in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided, however,
that any dividend equivalents with respect to unvested Restricted Share Units shall be accumulated or deemed reinvested in additional
Restricted Share Units, subject to the same terms and conditions as the original Award (including service-based vesting conditions and
any Performance Objectives) until such Award is earned and vested.


 


10.
Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted or sold to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based
Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares, and shall
be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or performance-based
units that are settled in Shares and/or cash.


 




     


     


    

 


a.
Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions
upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement
and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of
the Plan.


 


b.
Form of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by
the Committee in the related Award Agreement.


 


c.
Dividend Equivalents. Other Share-Based Awards may provide the Participant with dividend equivalents, on payable either in cash
or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided,
however, that any dividend equivalents with respect to unvested Other Share-Based Awards shall be accumulated or deemed reinvested, subject
to the same terms and conditions as the original Award (including service-based vesting conditions and any Performance Objectives) until
such Award is earned and vested.


 


11.
Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either
exempt from the application of, or comply with, the requirements of Section 409A of the Code. 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 shall incorporate the terms and conditions
necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision
of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific reference to this Section 13): (i) an
Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted, modified or adjusted under the Plan in a
manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant; and (ii) if an Award
is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as defined in
Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), then,
to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution
or payment of any amount shall be made before the date that is six (6) months following the date of such Participant’s “separation
from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the
Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the
Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code
or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any
tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under
the Plan.


 


12.
Performance Objectives.


 


a.
In General. As provided in the Plan, the vesting, exercisability and/or payment of any Award may be conditioned upon the achievement
of one or more Performance Objectives (any such Award, a “Performance Award”). Any Performance Objectives shall be based
on the achievement of one or more criteria selected by the Committee, in its discretion, which may include, but shall not be limited
to, the following: revenue; revenue growth; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization;
earnings per share; operating income; pre- or after-tax income; net operating profit after taxes; economic value added (or an equivalent
metric); ratio of operating earnings to capital spending; cash flow (before or after dividends); cash-flow per share (before or after
dividends); net earnings; net sales; sales growth; Share price performance; return on assets or net assets; return on equity; return
on capital (including return on total capital or return on invested capital); cash flow return on investment; total stockholder return;
improvement in or attainment of expense levels; and improvement in or attainment of working capital levels.


 




     


     


    

 


b.
Establishment of Performance Objectives. With respect to any Performance Award, the Committee shall establish in writing the Performance
Objectives, the performance period, and any formula for computing the payout of the Performance Awards. Such terms and conditions shall
be established in writing during the first ninety days of the applicable performance period (or by such other date as may be determined
by the Committee, in its discretion).


 


c.
Certification of Performance. Prior to payment, exercise or vesting of any Performance Award, the Committee will certify in writing
whether the applicable Performance Objectives and other material terms imposed on such Performance Award have been satisfied, and, if
they have, ascertain the amount of the payout or vesting of the Performance Award.


 


d.
Adjustments. If the Committee determines that a change in the Company’s business, operations, corporate structure or capital
structure, or in the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable,
the Committee may in its discretion adjust such Performance Objectives or the related level of achievement, in whole or in part, as the
Committee deems appropriate and equitable, including, without limitation, to exclude the effects of events that are unusual in nature
or infrequent in occurrence (as determined in accordance with applicable financial accounting standards), cumulative effects of tax or
accounting changes, discontinued operations, acquisitions, divestitures and material restructuring or asset impairment charges.


 


13.
Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award
shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if so determined by the
Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights
of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered
under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during
a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the
Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or
court supervision.


 


14.
Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards
Codification Topic 718, or any successor thereto), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering,
or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the
number and kind of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares
subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent
dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the event
of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable
adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise
determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Notwithstanding
the foregoing, the Committee shall not make any adjustment pursuant to this Section 14 that would (i) cause any Stock Option intended
to qualify as an ISO to fail to so qualify, (ii) cause an Award that is otherwise exempt from Section 409A of the Code to become subject
to Section 409A, or (iii) cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.
The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any
other persons claiming under or through any Participant.


 


15.
Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise
provided by the Committee, fractional shares shall be settled in cash.


 




     


     


    

 


16.
Withholding Taxes. To the extent required by Applicable Laws, a Participant shall be required to satisfy, in a manner satisfactory
to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of the exercise of a Stock Option or
Stock Appreciation Right, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or
otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment,
or recognize the transfer or disposition of any Shares, until such withholding tax obligations are satisfied. The Committee may permit
or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or
delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award,
or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the amount required to be withheld. Any
such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval
by the Committee. In no event will the Fair Market Value of the Shares to be withheld or tendered pursuant to this Section 16 to satisfy
applicable withholding taxes exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable
taxing jurisdictions.


 


17.
Foreign Participants. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who
are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified
in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the
Plan, and, in furtherance of such purposes, the Committee may approve such sub-plans, supplements to or amendments, modifications, restatements
or alternative versions of this Plan as may be necessary or advisable to comply with provisions of Applicable Laws of other countries
in which the Company or its Subsidiaries operate or have Employees or Consultants.


 


18.
Compensation Recovery Policy. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms
of any applicable compensation recovery policy maintained by the Company from time to time, including any such policy that may be maintained
to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the SEC or applicable
securities exchange.


 


19.
Change in Control.


 


a.
Committee Discretion. The Committee may, in its sole discretion and without the consent of Participants, either by the terms of
the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, determine whether
and to what extent outstanding Awards under the Plan shall be assumed, converted or replaced by the resulting entity in connection with
a Change in Control (or, if the Company is the resulting entity, whether such Awards shall be continued by the Company), in each case
subject to equitable adjustments in accordance with Section 14 of the Plan.


 


b.
Awards that are Assumed. To the extent outstanding Awards granted under this Plan are assumed, converted or replaced by the resulting
entity in the event of a Change in Control (or, if the Company is the resulting entity, to the extent such Awards are continued by the
Company) as provided in Section 19(a) of the Plan, then, except as otherwise provided in the applicable Award Agreement or in another
written agreement with the Participant, or in a Company severance plan applicable to the Participant: (i) any outstanding Awards that
are subject to Performance Objectives shall be converted to service-vesting awards by the resulting entity, as if “target”
performance had been achieved as of the date of the Change in Control, and shall continue to vest based on the Participant’s Continuous
Service during the remaining performance period or other period of required service, and (ii) all other Awards shall continue to vest
during the applicable vesting period, if any. Notwithstanding the preceding sentence, if a Participant incurs a Qualified Termination,
then upon such termination, all outstanding Awards shall become fully vested and any such Awards that are Stock Options or Stock Appreciation
Rights shall become fully exercisable and shall remain exercisable for the full duration of their term.


 




     


     


    

 


c.
Awards that are not Assumed. To the extent outstanding Awards granted under this Plan are not assumed, converted or replaced by
the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, to the extent such Awards are
not continued by the Company) in accordance with Section 19(a) of the Plan, then effective immediately prior to the Change in Control,
except as otherwise provided in the applicable Award Agreement or in another written agreement with the Participant, or in a Company
severance plan applicable to the Participant: (i) all outstanding Awards held by the Participant that may be exercised shall become fully
exercisable and shall remain exercisable for the full duration of their term, (ii) all restrictions with respect to outstanding Awards
shall lapse, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target”
level, and (iii) all outstanding Awards shall become fully vested.


 


d.
Cancellation Right. The Committee may, in its sole discretion and without the consent of Participants, either by the terms of
the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, provide that any
outstanding Award (or a portion thereof) shall, upon the occurrence of such Change in Control, be cancelled in exchange for a payment
in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the
excess, if any, of the Fair Market Value of the Shares subject to the Award, over any exercise price related to the Award, which amount
may be zero if the Fair Market Value of a Share on the date of the Change in Control does not exceed the exercise price per Share of
the applicable Awards.


 


20.
Amendment, Modification and Termination.


 


a.
In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part;
provided, however, that no alteration or amendment that requires stockholder approval in order for the Plan to comply with any rule promulgated
by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment
shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under
such applicable listing standard or rule.


 


b.
Adjustments to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide that all or a portion of a
Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become
fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding
Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed
to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each case, as of such
date as the Committee may, in its sole discretion, declare.


 


c.
Prohibition on Repricing. Except for adjustments made pursuant to Sections 14 or 19, the Board or the Committee will not, without
the further approval of the stockholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation
Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a
lower exercise price, or for another Award, or for cash without further approval of the stockholders of the Company, except as provided
in Sections 14 or 19. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time of exercise,
of a cash bonus or grant or sale of another Award without further approval of the stockholders of the Company. This Section 20(c) is
intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights without stockholder approval
and will not be construed to prohibit the adjustments provided for in Sections 14 or 19.


 


d.
Effect on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 14, 19, 20(b)
and 22(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided that the
Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an “incentive stock option”
under Section 422 of the Code without the Participant’s consent.


 




     


     


    

 


21.
Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws and
such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed
by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan to the substantive law of another jurisdiction.


 


22.
Miscellaneous.


 


a.
Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee, in its
discretion, may permit Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the
Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that
deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. Any
elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and
manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the
election can be changed until the date it is irrevocable.


 


b.
No Right of Continued Service. The Plan shall not confer upon any Participant any right with respect to continuance of employment
or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate such Participant’s employment or other service at any time. Awards granted under the Plan shall not
be considered a part of any Participant’s normal or expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards,
pension or retirement or welfare benefits or similar payments, and in no event shall any Award be considered as compensation for, or
relating in any way to, past services for the Company or any Subsidiary or affiliate.


 


c.
Unfunded, Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any
right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets
or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall
have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any
Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be
sufficient to pay any benefits to any person.


 


d.
Severability. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited
in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall
remain in full force and effect.


 


e.
Acceptance of Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such
Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and
conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with
the terms and conditions of the Plan.


 


f.
Successors. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event,
or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company”
herein and in any Award Agreements shall be deemed to refer to such successors.