Common use of Equity Incentives Clause in Contracts

Equity Incentives. Employee will be eligible to receive incentive stock options (“Options,” as defined herein in Section 5) to purchase shares of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) (the “Plan”) and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the following: (i) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Qualified IPO at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “IPO Bonus Options”).

Equity Incentives. The Employee will shall be eligible entitled to receive participate in the equity incentive stock options (“Options,” as defined herein in Section 5) to purchase shares plan of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) RCG (the “Equity Plan”) and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the followingfollows: (i) Option The Employee shall be granted stock options (which, to the extent permissible under the Internal Revenue Code of 1986, as amended, shall be incentive stock options) with seven (7) year terms to purchase 315,000 shares of Common Stockcommon stock of RCG representing, equal to 0.50in the aggregate, 0.17% of the fully diluted outstanding shares of common stock of RCG on the Company as of Closing Date (the date hereof, to be granted following the Employee’s Start Date, which “Options”). The Options will be subject to a 4-year vesting schedule under which the shares plan documentation referred to below and will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance per year commencing with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 1st anniversary of the Closing Date based upon continuous employment through each anniversary date and can be exercised by means of a Mezzanine Financing cashless exercise in the Employee’s discretion. The strike price of these Options will be as follows based upon a percentage of the fair market value of RCG and its subsidiaries (including the Company) at the Closing Date, which for such purpose shall be the price paid by Parent per common share of RCG: One fifth of the Options shall constitute Tranche I and have a rate strike price of 33%107.5% of fair market value, 33%one fifth of the Options shall constitute Tranche II and have a strike price of 115% of fair market value, one fifth of the Options shall constitute Tranche III and have a strike price of 120% of fair market value, one fifth of the Options shall constitute Tranche IV and have a strike price of 125% of fair market value, and 34one fifth of the Options shall constitute Tranche V and have a strike price of 130% of fair market value. Except for termination for Cause, vested Options will be exercisable for thirty (so long 30) days following termination of employment and any unvested Options will be forfeited. Upon a termination for Cause, all Options will be forfeited immediately. (ii) In addition, the Employee shall be granted performance-based restricted shares of 0.1% of the common stock of RCG as Employee’s Continuous Service status is of the Closing Date, subject to vesting and the other terms and conditions set forth in effect on each such date, except as provided for herein in Section 4) the applicable plan documentation referred to below (the “Mezzanine Bonus OptionsRestricted Shares”); and (iii) Option to purchase 315,000 shares of Common Stock, . The Restricted Shares shall be divided into two equal to 0.50% of the tranches with restrictions on each tranche lapsing as follows: The first tranche will fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 2nd anniversary of the Closing Date subject to continuous employment through such date if Return on Average Equity (“ROAE”) measured over Years 1 and 2 is at least 13%. The second tranche will fully vest on the 4th anniversary of the Closing Date subject to continuous employment through such date if ROAE is at least 13% measured over Years 3 and 4. If ROAE is at least 10% on a Qualified IPO measurement date for a tranche, then 75% of the shares in that tranche will vest. If ROAE is at least 18%, then 125% of the shares in that tranche will vest (i.e. additional vested shares will be granted). There will be linear interpolation for achievement between 10% and 13% and between 13% and 18%. No shares will vest if ROAE is less than 10%. Any Restricted Shares that do not vest shall be forfeited. Return on Average Equity (ROAE) shall be equal to the following calculation: where (a) Annual Net Income is determined in accordance with US GAAP calculated on a per share basis (basic), excluding the amortization of the intangible assets associated with the Merger and, should the transaction close after December 31, 2006, the expenses associated with the acceleration of vesting of employee stock based compensation plans in place at the time of the Merger; and (b) Weighted Average Shareholders Equity is determined by the Board based on the Company’s audited financials under US GAAP on a per share basis (fully diluted basis). In the event that Parent or any of its affiliates invests in RCG at a rate lower price per share than the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at Merger value; provided, however, that Parent may first obtain an independent appraiser and if such appraiser determines that there is a decrease in the value of 33%RCG below the Merger value, 33%then notwithstanding the foregoing, the Employee will not receive additional Restricted Shares. In the event that Parent or any of its affiliates invests in RCG at a lower price per share than the Merger value in conjunction with a side by side investment with an unrelated third party, then no appraisal shall be performed and 34% the Employee will not receive any additional Restricted Shares; provided, however, if Parent or one of its affiliates and such third party investor have entered into, or at the time of the new investment contemplate entering into, or have a legally binding commitment to enter into any arrangement or agreement with each other or to co-invest in another transaction that could reasonably be expected to result in an economic or strategic benefit to Parent or any of its affiliates, then Parent shall obtain an independent appraiser and if such appraiser determines that there has been no decrease in the value of RCG below the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at the Merger value. (so long iii) All Option shares and Restricted Shares shall be subject to a Company call right at Fair Market Value (as Employee’s Continuous Service status defined below) at any time following termination of employment for any reason other than Cause. For termination for Cause, such call right shall be at the lesser of (A) Fair Market Value or (B) the exercise price in the case of Option shares and the price paid by Parent per share of common stock on the Closing Date in the case of Restricted Shares. “Fair Market Value” shall be determined by the board of directors of RCG based on an independent appraisal. If after five (5) years from the Closing Date, RCG is not then public, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based on the appraisal of an appraiser mutually selected by the Company and Xxxxxx X. Xxxx; provided that either the Company or Xxxxxx X. Xxxx may request a second appraisal by an appraiser mutually agreed upon, in effect on each such date, except as provided for herein in Section 4) which case the average of the two appraisals shall be the sale price (the “Non-IPO Bonus OptionsPut Right”). In addition, upon a termination of employment without Cause or for Good Reason, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based, at the election of the Employee, on the most recent appraisal value (other than the appraisal performed by Xxxxx, Xxxxxxxx & Xxxxx in connection with the Merger) or the appraisal of an appraiser selected by the Company, which appraisal will take place within fifteen (15) months following the Employee’s termination of employment (the “Termination of Employment Put Right”).

Equity Incentives. Employee will be eligible Sun shall use its reasonable best efforts to receive obtain approval of an equity incentive plan ("Equity Plan") that permits stock awards, stock options and phantom stock units by a majority of the shareholders of Sun as of the effective date of a plan of reorganization of Sun (“Options,” 'Emergence Date"). Subject to approval of any Equity Plan by a majority of such shareholders, Xx. Xxxxxx shall be entitled to the following equity incentives as defined herein in Section 5of the Emergence Date under such plan: 1. On the Emergence Date, Xx. Xxxxxx will receive 150,000 restricted shares of common stock of Sun ("Common Stock") or, at Xx. Xxxxxx' request, units representing such shares, equal to 150,0000 shares of Common Stock (the "Restricted Stock Grant"), and the shares made available under the Equity Plan shall be treated as outstanding for purposes hereof. Two-fifths of the total number of shares of Common Stock underlying the Restricted Stock Grant will vest on the first anniversary of the Emergence Date and an additional one-fifth on each of the next three anniversaries thereof provided Xx. Xxxxxx is employed by Sun on each such date of vesting. 2. On the Emergence Date, Xx. Xxxxxx will receive under the Equity Plan a non-qualified stock option ("Stock Option") to purchase 150,000 shares of Class A Common Stock at an exercise price equal to $27 per share, subject to approval of the Company (“Equity Plan by a majority of the shareholders of Sun on the Emergence Date. Shares of Common Stock”) Stock available for issuance under the Equity Plan shall be deemed to be issued in accordance outstanding for purposes hereof. One-fifth of the shares of Common Stock underlying the Stock Option will vest on the Emergence Date and an additional one-fifth on each of the first four anniversaries thereof provided Xx. Xxxxxx is employed with Sun on each such date of vesting. The Stock Option shall have a 7 year term unless sooner terminated pursuant to the terms of the Company’s 2019 Equity Incentive Plan (as amended) (Plan. 3. If, during the “Plan”) and Term, Xx. Xxxxxx' employment with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the following: (i) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status Sun is in effect on each such date, except as provided terminated for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing any reason other than his death or Disability (as defined herein in Section 55(e)), which will be subject to a 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering Good Cause (as defined herein in Section 55(a)) or his voluntary resignation without Good Reason (as defined in Section 5(c), which then the unvested portion of his Restricted Stock Grant and Stock Options will thereupon immediately be subject to a 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Qualified IPO at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “IPO Bonus Options”)vested.

Equity Incentives. The Employee will shall be eligible entitled to receive participate in the equity incentive stock options (“Options,” as defined herein in Section 5) to purchase shares plan of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) RCG (the “"Equity Plan”") and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the followingfollows: (i) Option The Employee shall be granted stock options (which, to the extent permissible under the Internal Revenue Code of 1986, as amended, shall be incentive stock options) with seven (7) year terms to purchase 315,000 shares of Common Stockcommon stock of RCG representing, equal to 0.50in the aggregate, 0.85% of the fully diluted outstanding shares of common stock of RCG on the Company as of Closing Date (the date hereof, to be granted following the Employee’s Start Date, which "Options"). The Options will be subject to a 4-year vesting schedule under which the shares plan documentation referred to below and will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance per year commencing with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 1st anniversary of the Closing Date based upon continuous employment through each anniversary date and can be exercised by means of a Mezzanine Financing cashless exercise in the Employee's discretion. The strike price of these Options will be as follows based upon a percentage of the fair market value of RCG and its subsidiaries (including the Company) at the Closing Date, which for such purpose shall be the price paid by Parent per common share of RCG: One fifth of the Options shall constitute Tranche I and have a rate strike price of 33%107.5% of fair market value, 33%one fifth of the Options shall constitute Tranche II and have a strike price of 115% of fair market value, one fifth of the Options shall constitute Tranche III and have a strike price of 120% of fair market value, one fifth of the Options shall constitute Tranche IV and have a strike price of 125% of fair market value, and 34one fifth of the Options shall constitute Tranche V and have a strike price of 130% of fair market value. Except for termination for Cause, vested Options will be exercisable for thirty (so long as Employee’s Continuous Service status is in effect on each such date30) days following termination of employment and any unvested Options will be forfeited. Upon a termination for Cause, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); andall Options will be forfeited immediately. (iiiii) Option to purchase 315,000 In addition, the Employee shall be granted performance-based restricted shares of Common Stock, equal to 0.500.5% of the fully diluted shares common stock of the Company RCG as of the date hereofClosing Date, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares and the other terms and conditions set forth in the applicable plan documentation referred to below (the "Restricted Shares"). The Restricted Shares shall be divided into two equal tranches with restrictions on each tranche lapsing as follows: The first tranche will fully vest on the 2nd anniversary of the Closing Date subject to continuous employment through such date if Return on Average Equity ("ROAE") measured over Years 1 and 2 is at least 13%. The second tranche will fully vest on the 4th anniversary of the Closing Date subject to continuous employment through such date if ROAE is at least 13% measured over Years 3 and 4. If ROAE is at least 10% on a Qualified IPO measurement date for a tranche, then 75% of the shares in that tranche will vest. If ROAE is at least 18%, then 125% of the shares in that tranche will vest (i.e. additional vested shares will be granted). There will be linear interpolation for achievement between 10% and 13% and between 13% and 18%. No shares will vest if ROAE is less than 10%. Any Restricted Shares that do not vest shall be forfeited. Return on Average Equity (ROAE) shall be equal to the following calculation: where (a) Annual Net Income is determined in accordance with US GAAP calculated on a per share basis (basic), excluding the amortization of the intangible assets associated with the Merger and, should the transaction close after December 31, 2006, the expenses associated with the acceleration of vesting of employee stock based compensation plans in place at the time of the Merger; and (b) Weighted Average Shareholders Equity is determined by the Board based on the Company's audited financials under US GAAP on a per share basis (fully diluted basis). If Parent or any of its affiliates invests in RCG at a lower valuation than the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at the Merger value. (iii) All Option shares and Restricted Shares shall be subject to a Company call right at Fair Market Value (as defined below) at any time following termination of employment for any reason other than Cause. For termination for Cause, such call right shall be at the lesser of (A) Fair Market Value or (B) the exercise price in the case of Option shares and the price paid by Parent per share of common stock on the Closing Date in the case of Restricted Shares. "Fair Market Value" shall be determined by the board of directors of RCG based on an independent appraisal. If after five (5) years from the Closing Date, RCG is not then public, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based on the appraisal of an appraiser mutually selected by the Company and the Employee; provided that either party may request a second appraisal by an appraiser mutually agreed upon, in which case the average of the two appraisals shall be the sale price (the "Non-IPO Put Right"). In addition, upon a termination of employment without Cause or for Good Reason, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based, at the election of the Employee, on the most recent appraisal value (other than the appraisal performed by Xxxxx, Xxxxxxxx & Xxxxx in connection with the Merger) or the appraisal of an appraiser selected by the Company, which appraisal will take place within fifteen (15) months following the Employee's termination of employment (the "Termination of Employment Put Right"). (iv) If the Employee reinvests an amount equal to fifty (50%) percent of his after-tax proceeds (calculated using an assumed tax rate of 3325%) from the Merger consideration received from the sale of his restricted stock and cash-out of stock options (including for this purpose pre-Closing Date stock options continued with the Company) in common stock of the Company (the "Reinvestment Equity"), then the grant of Options will be increased by twenty (20%) percent. If Employee reinvests less than 50%, 33%the increase in the amount of grant shall be adjusted proportionately (e.g., and 34a 25% reinvestment will result in a 10% increase in Options). (so long v) The Reinvestment Equity shall be subject to the Non-IPO Put Right and, upon the Employee's termination of employment for any reason, the Termination of Employment Put Right. The Reinvestment Equity shall be subject to a Company call right at any time following termination of employment at Fair Market Value as Employee’s Continuous Service status is in effect on each such date, except as provided for herein defined above in Section 4) (the “IPO Bonus Options”3(d)(iii). (vi) The Employee's right to sell shares to the Company and the Company's right to purchase shares from the Employee shall expire upon an initial public offering of RCG's common stock in which the Employee's shares are registered. (vii) The Options and the Restricted Shares will be subject to the governing Equity Plan and ancillary documentation, including award agreements and investor documents which will reflect the terms and conditions set forth in this Section 3(d). The Company will use reasonable efforts to finalize and implement those documents as expeditiously as possible.

Equity Incentives. The Employee will shall be eligible entitled to receive participate in the equity incentive stock options (“Options,” as defined herein in Section 5) to purchase shares plan of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) RCG (the “Equity Plan”) and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the followingfollows: (i) Option The Employee shall be granted stock options (which, to the extent permissible under the Internal Revenue Code of 1986, as amended, shall be incentive stock options) with seven (7) year terms to purchase 315,000 shares of Common Stockcommon stock of RCG representing, equal to 0.50in the aggregate, 0.255% of the fully diluted outstanding shares of common stock of RCG on the Company as of Closing Date (the date hereof, to be granted following the Employee’s Start Date, which “Options”). The Options will be subject to a 4-year vesting schedule under which the shares plan documentation referred to below and will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance per year commencing with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 1st anniversary of the Closing Date based upon continuous employment through each anniversary date and can be exercised by means of a Mezzanine Financing cashless exercise in the Employee’s discretion. The strike price of these Options will be as follows based upon a percentage of the fair market value of RCG and its subsidiaries (including the Company) at the Closing Date, which for such purpose shall be the price paid by Parent per common share of RCG: One fifth of the Options shall constitute Tranche I and have a rate strike price of 33%107.5% of fair market value, 33%one fifth of the Options shall constitute Tranche II and have a strike price of 115% of fair market value, one fifth of the Options shall constitute Tranche III and have a strike price of 120% of fair market value, one fifth of the Options shall constitute Tranche IV and have a strike price of 125% of fair market value, and 34one fifth of the Options shall constitute Tranche V and have a strike price of 130% of fair market value. Except for termination for Cause, vested Options will be exercisable for thirty (so long 30) days following termination of employment and any unvested Options will be forfeited. Upon a termination for Cause, all Options will be forfeited immediately. (ii) In addition, the Employee shall be granted performance-based restricted shares of 0.3% of the common stock of RCG as Employee’s Continuous Service status is of the Closing Date, subject to vesting and the other terms and conditions set forth in effect on each such date, except as provided for herein in Section 4) the applicable plan documentation referred to below (the “Mezzanine Bonus OptionsRestricted Shares”); and (iii) Option to purchase 315,000 shares of Common Stock, . The Restricted Shares shall be divided into two equal to 0.50% of the tranches with restrictions on each tranche lapsing as follows: The first tranche will fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 2nd anniversary of the Closing Date subject to continuous employment through such date if Return on Average Equity (“ROAE”) measured over Years 1 and 2 is at least 13%. The second tranche will fully vest on the 4th anniversary of the Closing Date subject to continuous employment through such date if ROAE is at least 13% measured over Years 3 and 4. If ROAE is at least 10% on a Qualified IPO measurement date for a tranche, then 75% of the shares in that tranche will vest. If ROAE is at least 18%, then 125% of the shares in that tranche will vest (i.e. additional vested shares will be granted). There will be linear interpolation for achievement between 10% and 13% and between 13% and 18%. No shares will vest if ROAE is less than 10%. Any Restricted Shares that do not vest shall be forfeited. Return on Average Equity (ROAE) shall be equal to the following calculation: where (a) Annual Net Income is determined in accordance with US GAAP calculated on a per share basis (basic), excluding the amortization of the intangible assets associated with the Merger and, should the transaction close after December 31, 2006, the expenses associated with the acceleration of vesting of employee stock based compensation plans in place at the time of the Merger; and (b) Weighted Average Shareholders Equity is determined by the Board based on the Company’s audited financials under US GAAP on a per share basis (fully diluted basis). In the event that Parent or any of its affiliates invests in RCG at a rate lower price per share than the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at Merger value; provided, however, that Parent may first obtain an independent appraiser and if such appraiser determines that there is a decrease in the value of 33%RCG below the Merger value, 33%then notwithstanding the foregoing, the Employee will not receive additional Restricted Shares. In the event that Parent or any of its affiliates invests in RCG at a lower price per share than the Merger value in conjunction with a side by side investment with an unrelated third party, then no appraisal shall be performed and 34% the Employee will not receive any additional Restricted Shares; provided, however, if Parent or one of its affiliates and such third party investor have entered into, or at the time of the new investment contemplate entering into, or have a legally binding commitment to enter into any arrangement or agreement with each other or to co-invest in another transaction that could reasonably be expected to result in an economic or strategic benefit to Parent or any of its affiliates, then Parent shall obtain an independent appraiser and if such appraiser determines that there has been no decrease in the value of RCG below the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at the Merger value. (so long iii) All Option shares and Restricted Shares shall be subject to a Company call right at Fair Market Value (as Employee’s Continuous Service status defined below) at any time following termination of employment for any reason other than Cause. For termination for Cause, such call right shall be at the lesser of (A) Fair Market Value or (B) the exercise price in the case of Option shares and the price paid by Parent per share of common stock on the Closing Date in the case of Restricted Shares. “Fair Market Value” shall be determined by the board of directors of RCG based on an independent appraisal. If after five (5) years from the Closing Date, RCG is not then public, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based on the appraisal of an appraiser mutually selected by the Company and Xxxxxx X. Xxxx; provided that either the Company or Xxxxxx X. Xxxx may request a second appraisal by an appraiser mutually agreed upon, in effect on each such date, except as provided for herein in Section 4) which case the average of the two appraisals shall be the sale price (the “Non-IPO Bonus OptionsPut Right”). In addition, upon a termination of employment without Cause or for Good Reason, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based, at the election of the Employee, on the most recent appraisal value (other than the appraisal performed by Xxxxx, Xxxxxxxx & Xxxxx in connection with the Merger) or the appraisal of an appraiser selected by the Company, which appraisal will take place within fifteen (15) months following the Employee’s termination of employment (the “Termination of Employment Put Right”).

Equity Incentives. Employee will be eligible to receive incentive In connection with your becoming CEO on February 21, 2017, you received an initial equity grant consisting of (i) as a signing bonus, a non-qualified stock options (“Options,” as defined herein in Section 5) option to purchase 350,000 shares of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 common stock (the “Signing Bonus”), (ii) an additional non-qualified stock option to purchase 650,000 shares of the Company’s common stock (the “Initial Option Award”) and (iii) the Company’s traditional time-based restricted stock units (the “Initial RSU Award”) representing 200,000 shares of the Company’s common stock, in each case granted under the Company’s 2017 Omnibus Long-Term Incentive Plan (the “Equity Incentive Plan”). Vesting for your Initial Option Award and your Initial RSU Award commenced on February 21, 2017, and the exercise price of your Signing Bonus and your Initial Option Award was the per-share price of the Company’s common stock at the close of trading on the Nasdaq Stock Market on February 17, 2017 (the date of the associated Compensation Committee approval thereof). Your Signing Bonus, your Initial Option Award and your Initial RSU Award continue to be otherwise subject to the terms and conditions applicable to such awards under the Equity Incentive Plan and the relevant form of equity award agreement under which they were granted. Your Signing Bonus was fully vested upon grant on February 21, 2017. Your Initial Option Award has vested (as amendedand will continue to vest) in equal monthly installments over the three- year period following February 21, 2017 (i.e., 1/36th per month), subject to your Continuous Service through each applicable vesting date. Your Initial RSU Award has vested (and will continue to vest) in three equal installments on the “Plan”) first, second and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as third anniversaries of the date of grantFebruary 21, in accordance with the following: (i) Option 2017, subject to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of your Continuous Service through each applicable vesting date. If the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s terminates your Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing without Cause (as defined herein in Section 5below), which then you will be subject have 12 months following the end of your Continuous Service to a 3-year vesting schedule under which shares will vest on exercise any vested portion of your Signing Bonus and Initial Option Award. For the anniversary avoidance of doubt however, you may not exercise any vested portion of your Signing Bonus or Initial Option Award after the expiration of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Qualified IPO at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “IPO Bonus Options”)term thereof.

Equity Incentives. The Employee will shall be eligible entitled to receive participate in the equity incentive stock options (“Options,” as defined herein in Section 5) to purchase shares plan of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) RCG (the “"Equity Plan”") and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the followingfollows: (i) Option The Employee shall be granted stock options (which, to the extent permissible under the Internal Revenue Code of 1986, as amended, shall be incentive stock options) with seven (7) year terms to purchase 315,000 shares of Common Stockcommon stock of RCG representing, equal to 0.50in the aggregate, 0.17% of the fully diluted outstanding shares of common stock of RCG on the Company as of Closing Date (the date hereof, to be granted following the Employee’s Start Date, which "Options"). The Options will be subject to a 4-year vesting schedule under which the shares plan documentation referred to below and will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance per year commencing with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 1st anniversary of the Closing Date based upon continuous employment through each anniversary date and can be exercised by means of a Mezzanine Financing cashless exercise in the Employee's discretion. The strike price of these Options will be as follows based upon a percentage of the fair market value of RCG and its subsidiaries (including the Company) at the Closing Date, which for such purpose shall be the price paid by Parent per common share of RCG: One fifth of the Options shall constitute Tranche I and have a rate strike price of 33%107.5% of fair market value, 33%one fifth of the Options shall constitute Tranche II and have a strike price of 115% of fair market value, one fifth of the Options shall constitute Tranche III and have a strike price of 120% of fair market value, one fifth of the Options shall constitute Tranche IV and have a strike price of 125% of fair market value, and 34one fifth of the Options shall constitute Tranche V and have a strike price of 130% of fair market value. Except for termination for Cause, vested Options will be exercisable for thirty (so long as Employee’s Continuous Service status is in effect on each such date30) days following termination of employment and any unvested Options will be forfeited. Upon a termination for Cause, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); andall Options will be forfeited immediately. (iiiii) Option to purchase 315,000 In addition, the Employee shall be granted performance-based restricted shares of Common Stock, equal to 0.500.1% of the fully diluted shares common stock of the Company RCG as of the date hereofClosing Date, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares and the other terms and conditions set forth in the applicable plan documentation referred to below (the "Restricted Shares"). The Restricted Shares shall be divided into two equal tranches with restrictions on each tranche lapsing as follows: The first tranche will fully vest on the 2nd anniversary of the Closing Date subject to continuous employment through such date if Return on Average Equity ("ROAE") measured over Years 1 and 2 is at least 13%. The second tranche will fully vest on the 4th anniversary of the Closing Date subject to continuous employment through such date if ROAE is at least 13% measured over Years 3 and 4. If ROAE is at least 10% on a Qualified measurement date for a tranche, then 75% of the shares in that tranche will vest. If ROAE is at least 18%, then 125% of the shares in that tranche will vest (i.e. additional vested shares will be granted). There will be linear interpolation for achievement between 10% and 13% and between 13% and 18%. No shares will vest if ROAE is less than 10%. Any Restricted Shares that do not vest shall be forfeited. Return on Average Equity (ROAE) shall be equal to the following calculation: Annual Net Income divided by Weighted Average Shareholders Equity where (a) Annual Net Income is determined in accordance with US GAAP calculated on a per share basis (basic), excluding the amortization of the intangible assets associated with the Merger and, should the transaction close after December 31, 2006, the expenses associated with the acceleration of vesting of employee stock based compensation plans in place at the time of the Merger; and (b) Weighted Average Shareholders Equity is determined by the Board based on the Company's audited financials under US GAAP on a per share basis (fully diluted basis). (iii) All Option shares and Restricted Shares shall be subject to a Company call right at Fair Market Value (as defined below) at any time following termination of employment for any reason other than Cause. For termination for Cause, such call right shall be at the lesser of (A) Fair Market Value or (B) the exercise price in the case of Option shares and the price paid by Parent per share of common stock on the Closing Date in the case of Restricted Shares. "Fair Market Value" shall be determined by the board of directors of RCG based on an independent appraisal. If after five (5) years from the Closing Date, RCG is not then public, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based on the appraisal of an appraiser mutually selected by the Company and Xxxxxx X. Xxxx; provided that either the Company or Xxxxxx X. Xxxx may request a second appraisal by an appraiser mutually agreed upon, in which case the average of the two appraisals shall be the sale price (the "Non-IPO Put Right"). In addition, upon a termination of employment without Cause or for Good Reason, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based, at a the election of the Employee, on the most recent appraisal value (other than the appraisal performed by Xxxxx, Xxxxxxxx & Xxxxx in connection with the Merger) or the appraisal of an appraiser selected by the Company, which appraisal will take place within fifteen (15) months following the Employee's termination of employment (the "Termination of Employment Put Right"). (iv) If the Employee reinvests an amount equal to fifty (50%) percent of his after-tax proceeds (calculated using an assumed tax rate of 3325%) from the Merger consideration received from the sale of his restricted stock and cash-out of stock options (including for this purpose pre-Closing Date stock options continued with the Company) in common stock of the Company (the "Reinvestment Equity"), then the grant of Options will be increased by twenty (20%) percent. If Employee reinvests less than 50%, 33%the increase in the amount of grant shall be adjusted proportionately (e.g., and 34a 25% reinvestment will result in a 10% increase in Options). (so long v) The Reinvestment Equity shall be subject to the Non-IPO Put Right and, upon the Employee's termination of employment for any reason, the Termination of Employment Put Right. The Reinvestment Equity shall be subject to a Company call right at any time following termination of employment at Fair Market Value as Employee’s Continuous Service status is in effect on each such date, except as provided for herein defined above in Section 4) (the “IPO Bonus Options”3(d)(iii). (vi) The Employee's right to sell shares to the Company and the Company's right to purchase shares from the Employee shall expire upon an initial public offering of RCG's common stock in which the Employee's shares are registered. (vii) The Options and the Restricted Shares will be subject to the governing Equity Plan and ancillary documentation, including award agreements and investor documents which will reflect the terms and conditions set forth in this Section 3(d). The Company will use reasonable efforts to finalize and implement those documents as expeditiously as possible.

Equity Incentives. Employee With respect to the Executive’s service in 2021, he will be eligible entitled to receive incentive a grant of restricted stock options pursuant to BFC’s 2018 Long-Term Incentive Plan with a value of $210,000, which will be awarded on or before March 31, 2022, with the number of shares of restricted stock so awarded being determined on the basis of BFC’s closing stock price on the day before the award is granted. Thereafter, the Executive shall be granted restricted stock awards pursuant to BFC’s 2018 Long-Term Incentive Plan within thirty (“Options,” 30) days after the Board has completed its annual performance review provided for in subsection (b) above, of such types and in such amounts as defined herein shall be determined by the compensation committee of the Board (or the Board, in Section 5the absence of the compensation committee) based on the degree of achievement of performance metrics to be determined by the Company, with the number of shares of restricted stock being determined on the basis of BFC’s closing stock price on the day before the applicable award is granted. The target equity grant for each year, beginning with the grant to be made on or before March 31, 2023 with respect to the Executive’s service in calendar year 2022, will be equal to forty percent (40%) of the Executive’s Base Salary. The Executive will not receive an equity grant with respect to his service for any year during the Service Period if the degree of achievement of the business plan objectives is less than eighty percent (80%), and the equity grant will range in value from thirty-two percent (32%) of the Executive’s Base Salary if the degree of achievement of the business plan objectives is eighty percent (80%) to purchase shares a maximum of Class A Common Stock fifty percent (50%) of the Company Executive’s Base Salary the degree of achievement of the business plan objectives is one hundred twenty-five percent (“Common Stock”125%) or more, and such equity grant shall be determined proportionally as to degree of achievement of the business plan between such low range of 32% and such upper range of 50%. Such awards shall each vest (i) to be issued in accordance with the terms extent of thirty three percent (33%) of the Company’s 2019 Equity Incentive Plan (as amended) (shares covered thereby, on the “Plan”) and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as first anniversary of the date of grant, in accordance with the following: balance of each such award vesting ratably over the succeeding twenty-four (i24) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%months for each grant, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% in full in the event of the fully diluted shares death or Disability of the Company as Executive, the termination of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on Service Period by the anniversary Company without Cause or the termination of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided Period by the Executive for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Qualified IPO at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “IPO Bonus Options”)Good Reason.

Equity Incentives. (i) As soon as practicable after the date of this Agreement, the unvested options held by the Employee immediately prior to the Effective Date to purchase 25,000 shares of Class E Common Stock, par value $.0002 per share, of the Company ("Common Stock") granted to the Employee under the Company's 1996 Stock Incentive Plan (the "Unvested 1996 Options"), will be eligible to receive incentive stock canceled in exchange for new options (“"Company A Options,” as defined herein in Section 5") to purchase shares of Class common stock, par value of $.01 per share, of WLI ("WLI Common Stock"). The Company A Options will (i) be exercisable for that number of shares of WLI Common Stock equal to the number of shares of Common Stock covered by the Company (“Common Stock”) to be issued in accordance with Unvested 1996 Options multiplied by the terms of the Company’s 2019 Equity Incentive Plan Exchange Ratio (as amendeddefined in that certain Stock Purchase Agreement by and among WLI and the other stockholders signatories thereto dated on or about July 24, 1996) rounded to the nearest whole share, (the “Plan”ii) and with have an exercise price per share equal to the fair market value exercise price per share of Common Stock determined in good faith the Unvested 1996 Options divided by the Board of Directors as of Exchange Ratio rounded to the date of grantnearest whole cent, in accordance with the following: and (iiii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following in the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long form attached hereto as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4);Exhibit 2. (ii) Option As soon as practicable after the date of this Agreement, the unvested options held by the Employee immediately prior to the Effective Date to purchase 315,000 10,000 shares of Common Stock granted to the Employee under the Company's Key Employee Stock Incentive Plan (the "Unvested KESOP Options"), will be canceled in exchange for new options ("Company B Options") to purchase shares of WLI Common Stock, . The Company B Options will (i) be exercisable for that number of shares of WLI Common Stock equal to 0.50% the number of shares of Common Stock covered by the Unvested KESOP Options multiplied by the Exchange Ratio rounded to the nearest whole share, (ii) have an exercise price per share equal to the exercise price per share of the fully diluted shares of Unvested KESOP Options divided by the Company as of Exchange Ratio rounded to the date hereofnearest whole cent, to and (iii) be granted upon Employee’s achievement of a successful Mezzanine Financing (in the form attached hereto as defined herein in Section 5), which will be subject to a Exhibit 3-year vesting schedule under which shares will vest on the anniversary of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and. (iii) Option As soon as practicable after the date of this Agreement, the vested options held by the Employee immediately prior to the Effective Date to purchase 315,000 10,000 shares of Common Stock granted to the Employee under the Company's Key Employee Stock Incentive Plan (the "Vested KESOP Options"), will be canceled in exchange for new options ("Company C Options") to purchase shares of WLI Common Stock, . The Company C Options will (i) be exercisable for that number of shares of WLI Common Stock equal to 0.50% the number of shares of Common Stock covered by the Vested KESOP Options multiplied by the Exchange Ratio rounded to the nearest whole share, (ii) have an exercise price per share equal to the exercise price per share of the fully diluted Vested KESOP Options divided by the Exchange Ratio rounded to the nearest whole cent, and (iii) be granted in the form attached hereto as Exhibit 4. (iv) As soon as practicable after the date of this Agreement, WLI will grant to the Employee options to purchase 155,993 shares of WLI Common Stock (the "Company D Options") at an exercise price of $18.47 per share. Subject to this Agreement, the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which D Options will be subject to a 3-year vesting schedule (i) granted under which shares will vest on an employee stock incentive plan adopted by the anniversary Organization, Compensation and Nominating Committee of WLI, (ii) registered with the Closing Date of a Qualified IPO at a rate of 33%, 33%Securities and Exchange Commission under an S-8, and 34% (so long iii) in the form attached hereto as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “IPO Bonus Options”)Exhibit 5.

Equity Incentives. Employee will be eligible (a) Subject to receive incentive shareholder approval, the Company shall amend the Company's 1998 Stock Option Plan (the "1998 Plan") to permit the granting of additional options pursuant to the 1998 Plan. Subject to such approval, the Company shall grant to the Executive as of the Closing Date, an option to purchase 37,500 shares of the Company's common stock options at Fair Market Value (“Options,” as defined herein in Section 5the 1998 Plan) to purchase shares of Class A Common Stock such stock as of the Company (“Common Stock”) Closing Date pursuant to a stock option agreement to be issued in accordance with entered into by and between the Company and the Executive and to be governed by the terms of such agreement and of the 1998 Plan. Such options shall vest as to one-third (1/3) of the shares underlying the option on each of the first, second and third anniversaries of the Closing Date. In addition, the stock option agreement evidencing the options granted pursuant to this Section 6(a) shall provide, to the extent permissible under the 1998 Plan, that such option will vest and become 100% exercisable upon death, Disability (as defined in the 1998 Plan) or a termination of the Executive's employment by the Company other than pursuant to Section 9(a) or Section 9(d) of the Agreement. (b) Subject to shareholder approval of the amendment to the 1998 Plan, referred to in Section 6(a), the Company shall grant to the Executive as of the Closing Date, an option to purchase 16,666 shares of the Company’s 2019 Equity Incentive Plan 's common stock at 1.50 * KPS conversion price ("Year One Options"), 16,667 shares of the Company's common stock at 2.50 * KPS conversion price ("Year Two Options") and 16,667 shares of the Company's common stock at 3.50* KPS conversion price ("Year Three Options"); provided, however, that in all -------- ------- events, the exercise price of the option granted pursuant to this Section 6(b) shall equal or exceed the Fair Market Value (as amendeddefined in the 1998 Plan) (the “Plan”) and with an exercise price per share equal to the fair market value per share of such shares of Common Stock determined in good faith by on the Board date of Directors the grant of such options. Each Year One Option shall vest and become exercisable as of the date of grant, in accordance with the following: (i) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the first anniversary of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, Date; each Year Two Option shall vest and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company become exercisable as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the second anniversary of the Closing Date Date; and each Year Three Options shall vest and become exercisable as of a Qualified IPO at a rate the third anniversary of 33%the Closing Date. (c) Upon the consummation of the KPS Transaction, 33%one-half of the Executive's unvested stock options granted to him prior to the Closing Date, shall vest and 34% (so long as Employee’s Continuous Service status become exercisable and the remaining one-half shall expire without further consideration to the Executive. The options which shall vest and those which shall expire in accordance with this Section 6 are listed on Exhibit A annexed hereto. Notwithstanding any of the provisions of this Section 6, in the event that the requisite shareholder approval above is in effect on each such date, except as provided for herein not granted or if any of the Stock Options specified in Section 46(a) and (b) are not granted or awarded, this paragraph 6(c) shall become inoperative and the “IPO Bonus Executive shall continue to retain all rights and privileges to all stock options granted to him prior to the Closing Date. All options granted pursuant to this Section 6 shall hereinafter be referred to as the Stock Options”).

Equity Incentives. Employee will be eligible (a) Subject to receive incentive shareholder approval, the Company shall amend the Company's 1998 Stock Option Plan (the "1998 Plan") to permit the granting of additional options pursuant to the 1998 Plan. Subject to such approval, the Company shall grant to the Executive as of the Closing Date, an option to purchase 3,000 shares of the Company's common stock options at Fair Market Value (“Options,” as defined herein in Section 5the 1998 Plan) to purchase shares of Class A Common Stock such stock as of the Company (“Common Stock”) Closing Date pursuant to a stock option agreement to be issued in accordance with entered into by and between the Company and the Executive and to be governed by the terms of such agreement and of the 1998 Plan. Such option shall vest as to one-third (1/3) of the shares underlying the option on each of the first, second and third anniversaries of the Closing Date. In addition, the stock option agreement evidencing the option granted pursuant to this Section 6(a) shall provide, to the extent permissible under the 1998 Plan, that such option will vest and become 100% exercisable upon death, Disability (as defined in the 1998 Plan) or a termination of the Executive's employment by the Company other than pursuant to Section 9(a) or Section 9(d) of the Agreement. (b) Subject to shareholder approval of the amendment to the 1998 Plan, referred to in Section 6(a), the Company shall grant to the Executive as of the Closing Date, an option to purchase 8,333 shares of the Company’s 2019 Equity Incentive Plan 's common stock at 1.50 *KPS conversion price ("Year One Options"), 8,333 shares of the Company's common stock at 2.50 * KPS conversion price ("Year Two Options") and 8,334 shares of the Company's common stock at 3.50* KPS conversion price ("Year Three Options"); provided, however, that in all -------- ------- events, the exercise price of the option granted pursuant to this Section 6(b) shall equal or exceed the Fair Market Value (as amendeddefined in the 1998 Plan) (the “Plan”) and with an exercise price per share equal to the fair market value per share of such shares of Common Stock determined in good faith by on the Board date of Directors the grant of such option. Each Year One Option shall vest and become exercisable as of the date of grant, in accordance with the following: (i) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the first anniversary of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, Date; each Year Two Option shall vest and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company become exercisable as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the second anniversary of the Closing Date Date; and each Year Three Options shall vest and become exercisable as of a Qualified IPO at a rate the third anniversary of 33%the Closing Date. (c) Upon the consummation of the KPS Transaction, 33%one-half of the Executive's unvested stock options granted to him prior to the Closing Date, shall vest and 34% (so long as Employee’s Continuous Service status become exercisable and the remaining one-half shall expire without further consideration to the Executive. The options which shall vest and those which shall expire in accordance with this Section 6 are listed on Exhibit A annexed hereto. Notwithstanding any of the provisions of this Section 6, in the event that the requisite shareholder approval above is in effect on each such date, except as provided for herein not granted or if any of the Stock Options specified in Section 46(a) and (b) are not granted or awarded, this paragraph 6(c) shall become inoperative and the “IPO Bonus Executive shall continue to retain all rights and privileges to all stock options granted to him prior to the Closing Date. All options granted pursuant to this Section 6 shall hereinafter be referred to as the Stock Options”).

Equity Incentives. The Employee will shall be eligible entitled to receive participate in the equity incentive stock options (“Options,” as defined herein in Section 5) to purchase shares plan of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) RCG (the “"Equity Plan”") and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the followingfollows: (i) Option The Employee shall be granted stock options (which, to the extent permissible under the Internal Revenue Code of 1986, as amended, shall be incentive stock options) with seven (7) year terms to purchase 315,000 shares of Common Stockcommon stock of RCG representing, equal to 0.50in the aggregate, 0.255% of the fully diluted outstanding shares of common stock of RCG on the Company as of Closing Date (the date hereof, to be granted following the Employee’s Start Date, which "Options"). The Options will be subject to a 4-year vesting schedule under which the shares plan documentation referred to below and will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance per year commencing with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 1st anniversary of the Closing Date based upon continuous employment through each anniversary date and can be exercised by means of a Mezzanine Financing cashless exercise in the Employee's discretion. The strike price of these Options will be as follows based upon a percentage of the fair market value of RCG and its subsidiaries (including the Company) at the Closing Date, which for such purpose shall be the price paid by Parent per common share of RCG: One fifth of the Options shall constitute Tranche I and have a rate strike price of 33%107.5% of fair market value, 33%one fifth of the Options shall constitute Tranche II and have a strike price of 115% of fair market value, one fifth of the Options shall constitute Tranche III and have a strike price of 120% of fair market value, one fifth of the Options shall constitute Tranche IV and have a strike price of 125% of fair market value, and 34one fifth of the Options shall constitute Tranche V and have a strike price of 130% of fair market value. Except for termination for Cause, vested Options will be exercisable for thirty (so long as Employee’s Continuous Service status is in effect on each such date30) days following termination of employment and any unvested Options will be forfeited. Upon a termination for Cause, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); andall Options will be forfeited immediately. (iiiii) Option to purchase 315,000 In addition, the Employee shall be granted performance-based restricted shares of Common Stock, equal to 0.500.3% of the fully diluted shares common stock of the Company RCG as of the date hereofClosing Date, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares and the other terms and conditions set forth in the applicable plan documentation referred to below (the "Restricted Shares"). The Restricted Shares shall be divided into two equal tranches with restrictions on each tranche lapsing as follows: The first tranche will fully vest on the 2nd anniversary of the Closing Date subject to continuous employment through such date if Return on Average Equity ("ROAE") measured over Years 1 and 2 is at least 13%. The second tranche will fully vest on the 4th anniversary of the Closing Date subject to continuous employment through such date if ROAE is at least 13% measured over Years 3 and 4. If ROAE is at least 10% on a Qualified measurement date for a tranche, then 75% of the shares in that tranche will vest. If ROAE is at least 18%, then 125% of the shares in that tranche will vest (i.e. additional vested shares will be granted). There will be linear interpolation for achievement between 10% and 13% and between 13% and 18%. No shares will vest if ROAE is less than 10%. Any Restricted Shares that do not vest shall be forfeited. Return on Average Equity (ROAE) shall be equal to the following calculation: where (a) Annual Net Income is determined in accordance with US GAAP calculated on a per share basis (basic), excluding the amortization of the intangible assets associated with the Merger and, should the transaction close after December 31, 2006, the expenses associated with the acceleration of vesting of employee stock based compensation plans in place at the time of the Merger; and (b) Weighted Average Shareholders Equity is determined by the Board based on the Company's audited financials under US GAAP on a per share basis (fully diluted basis). (iii) All Option shares and Restricted Shares shall be subject to a Company call right at Fair Market Value (as defined below) at any time following termination of employment for any reason other than Cause. For termination for Cause, such call right shall be at the lesser of (A) Fair Market Value or (B) the exercise price in the case of Option shares and the price paid by Parent per share of common stock on the Closing Date in the case of Restricted Shares. "Fair Market Value" shall be determined by the board of directors of RCG based on an independent appraisal. If after five (5) years from the Closing Date, RCG is not then public, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based on the appraisal of an appraiser mutually selected by the Company and Xxxxxx X. Xxxx; provided that either the Company or Xxxxxx X. Xxxx may request a second appraisal by an appraiser mutually agreed upon, in which case the average of the two appraisals shall be the sale price (the "Non-IPO Put Right"). In addition, upon a termination of employment without Cause or for Good Reason, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based, at a the election of the Employee, on the most recent appraisal value (other than the appraisal performed by Xxxxx, Xxxxxxxx & Xxxxx in connection with the Merger) or the appraisal of an appraiser selected by the Company, which appraisal will take place within fifteen (15) months following the Employee's termination of employment (the "Termination of Employment Put Right"). (iv) If the Employee reinvests an amount equal to fifty (50%) percent of his after-tax proceeds (calculated using an assumed tax rate of 3325%) from the Merger consideration received from the sale of his restricted stock and cash-out of stock options (including for this purpose pre-Closing Date stock options continued with the Company) in common stock of the Company (the "Reinvestment Equity"), then the grant of Options will be increased by twenty (20%) percent. If Employee reinvests less than 50%, 33%the increase in the amount of grant shall be adjusted proportionately (e.g., and 34a 25% reinvestment will result in a 10% increase in Options). (so long v) The Reinvestment Equity shall be subject to the Non-IPO Put Right and, upon the Employee's termination of employment for any reason, the Termination of Employment Put Right. The Reinvestment Equity shall be subject to a Company call right at any time following termination of employment at Fair Market Value as Employee’s Continuous Service status is in effect on each such date, except as provided for herein defined above in Section 4) (the “IPO Bonus Options”3(d)(iii). (vi) The Employee's right to sell shares to the Company and the Company's right to purchase shares from the Employee shall expire upon an initial public offering of RCG's common stock in which the Employee's shares are registered. (vii) The Options and the Restricted Shares will be subject to the governing Equity Plan and ancillary documentation, including award agreements and investor documents which will reflect the terms and conditions set forth in this Section 3(d). The Company will use reasonable efforts to finalize and implement those documents as expeditiously as possible.

Equity Incentives. The Employee will shall be eligible entitled to receive participate in the equity incentive stock options (“Options,” as defined herein in Section 5) to purchase shares plan of Class A Common Stock of the Company (“Common Stock”) to be issued in accordance with the terms of the Company’s 2019 Equity Incentive Plan (as amended) RCG (the “Equity Plan”) and with an exercise price per share equal to the fair market value per share of Common Stock determined in good faith by the Board of Directors as of the date of grant, in accordance with the followingfollows: (i) Option The Employee shall be granted stock options (which, to the extent permissible under the Internal Revenue Code of 1986, as amended, shall be incentive stock options) with seven (7) year terms to purchase 315,000 shares of Common Stockcommon stock of RCG representing, equal to 0.50in the aggregate, 0.255% of the fully diluted outstanding shares of common stock of RCG on the Company as of Closing Date (the date hereof, to be granted following the Employee’s Start Date, which “Options”). The Options will be subject to a 4-year vesting schedule under which the shares plan documentation referred to below and will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance per year commencing with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 1st anniversary of the Closing Date based upon continuous employment through each anniversary date and can be exercised by means of a Mezzanine Financing cashless exercise in the Employee’s discretion. The strike price of these Options will be as follows based upon a percentage of the fair market value of RCG and its subsidiaries (including the Company) at the Closing Date, which for such purpose shall be the price paid by Parent per common share of RCG: One fifth of the Options shall constitute Tranche I and have a rate strike price of 33%107.5% of fair market value, 33%one fifth of the Options shall constitute Tranche II and have a strike price of 115% of fair market value, one fifth of the Options shall constitute Tranche III and have a strike price of 120% of fair market value, one fifth of the Options shall constitute Tranche IV and have a strike price of 125% of fair market value, and 34one fifth of the Options shall constitute Tranche V and have a strike price of 130% of fair market value. Except for termination for Cause, vested Options will be exercisable for thirty (so long 30) days following termination of employment and any unvested Options will be forfeited. Upon a termination for Cause, all Options will be forfeited immediately. (ii) In addition, the Employee shall be granted performance-based restricted shares of 0.15% of the common stock of RCG as Employee’s Continuous Service status is of the Closing Date, subject to vesting and the other terms and conditions set forth in effect on each such date, except as provided for herein in Section 4) the applicable plan documentation referred to below (the “Mezzanine Bonus OptionsRestricted Shares”); and (iii) Option to purchase 315,000 shares of Common Stock, . The Restricted Shares shall be divided into two equal to 0.50% of the tranches with restrictions on each tranche lapsing as follows: The first tranche will fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the 2nd anniversary of the Closing Date subject to continuous employment through such date if Return on Average Equity (“ROAE”) measured over Years 1 and 2 is at least 13%. The second tranche will fully vest on the 4th anniversary of the Closing Date subject to continuous employment through such date if ROAE is at least 13% measured over Years 3 and 4. If ROAE is at least 10% on a Qualified IPO measurement date for a tranche, then 75% of the shares in that tranche will vest. If ROAE is at least 18%, then 125% of the shares in that tranche will vest (i.e. additional vested shares will be granted). There will be linear interpolation for achievement between 10% and 13% and between 13% and 18%. No shares will vest if ROAE is less than 10%. Any Restricted Shares that do not vest shall be forfeited. Return on Average Equity (ROAE) shall be equal to the following calculation: where (a) Annual Net Income is determined in accordance with US GAAP calculated on a per share basis (basic), excluding the amortization of the intangible assets associated with the Merger and, should the transaction close after December 31, 2006, the expenses associated with the acceleration of vesting of employee stock based compensation plans in place at the time of the Merger; and (b) Weighted Average Shareholders Equity is determined by the Board based on the Company’s audited financials under US GAAP on a per share basis (fully diluted basis). In the event that Parent or any of its affiliates invests in RCG at a rate lower price per share than the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at Merger value; provided, however, that Parent may first obtain an independent appraiser and if such appraiser determines that there is a decrease in the value of 33%RCG below the Merger value, 33%then notwithstanding the foregoing, the Employee will not receive additional Restricted Shares. In the event that Parent or any of its affiliates invests in RCG at a lower price per share than the Merger value in conjunction with a side by side investment with an unrelated third party, then no appraisal shall be performed and 34% the Employee will not receive any additional Restricted Shares; provided, however, if Parent or one of its affiliates and such third party investor have entered into, or at the time of the new investment contemplate entering into, or have a legally binding commitment to enter into any arrangement or agreement with each other or to co-invest in another transaction that could reasonably be expected to result in an economic or strategic benefit to Parent or any of its affiliates, then Parent shall obtain an independent appraiser and if such appraiser determines that there has been no decrease in the value of RCG below the Merger value, then the Employee will receive additional Restricted Shares in a manner such that he will be in the same economic position as if such investment had been at the Merger value. (so long iii) All Option shares and Restricted Shares shall be subject to a Company call right at Fair Market Value (as Employee’s Continuous Service status defined below) at any time following termination of employment for any reason other than Cause. For termination for Cause, such call right shall be at the lesser of (A) Fair Market Value or (B) the exercise price in the case of Option shares and the price paid by Parent per share of common stock on the Closing Date in the case of Restricted Shares. “Fair Market Value” shall be determined by the board of directors of RCG based on an independent appraisal. If after five (5) years from the Closing Date, RCG is not then public, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based on the appraisal of an appraiser mutually selected by the Company and Xxxxxx X. Xxxx; provided that either the Company or Xxxxxx X. Xxxx may request a second appraisal by an appraiser mutually agreed upon, in effect on each such date, except as provided for herein in Section 4) which case the average of the two appraisals shall be the sale price (the “Non-IPO Bonus OptionsPut Right”). In addition, upon a termination of employment without Cause or for Good Reason, the Employee will have the right to sell vested Restricted Shares and exercised Option shares to the Company based, at the election of the Employee, on the most recent appraisal value (other than the appraisal performed by Xxxxx, Xxxxxxxx & Xxxxx in connection with the Merger) or the appraisal of an appraiser selected by the Company, which appraisal will take place within fifteen (15) months following the Employee’s termination of employment (the “Termination of Employment Put Right”).

Equity Incentives. Employee will be eligible (a) Subject to receive incentive shareholder approval, the Company shall amend the Company's 1998 Stock Option Plan (the "1998 Plan") to permit the granting of additional options pursuant to the 1998 Plan. Subject to such approval, the Company shall grant to the Executive as of the Closing Date, an option to purchase 3,750 shares of the Company's common stock options at Fair Market Value (“Options,” as defined herein in Section 5the 1998 Plan) to purchase shares of Class A Common Stock such stock as of the Company (“Common Stock”) Closing Date pursuant to a stock option agreement to be issued in accordance with entered into by and between the Company and the Executive and to be governed by the terms of such agreement and of the 1998 Plan. Such option shall vest as to one-third (1/3) of the shares underlying the option on each of the first, second and third anniversaries of the Closing Date. In addition, the stock option agreement evidencing the option granted pursuant to this Section 6(a) shall provide, to the extent permissible under the 1998 Plan, that such option will vest and become 100% exercisable upon death, Disability (as defined in the 1998 Plan) or a termination of the Executive's employment by the Company other than pursuant to Section 9(a) or Section 9(d) of the Agreement. (b) Subject to shareholder approval of the amendment to the 1998 Plan, referred to in Section 6(a), the Company shall grant to the Executive as of the Closing Date, an option to purchase 8,333 shares of the Company’s 2019 Equity Incentive Plan 's common stock at 1.50 *KPS conversion price ("Year One Options"), 8,333 shares of the Company's common stock at 2.50 * KPS conversion price ("Year Two Options") and 8,334 shares of the Company's common stock at 3.50* KPS conversion price ("Year Three Options"); provided, however, that in all events, the exercise price of -------- ------- the option granted pursuant to this Section 6(b) shall equal or exceed the Fair Market Value (as amendeddefined in the 1998 Plan) (the “Plan”) and with an exercise price per share equal to the fair market value per share of such shares of Common Stock determined in good faith by on the Board date of Directors the grant of such options. Each Year One Option shall vest and become exercisable as of the date of grant, in accordance with the following: (i) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted following the Employee’s Start Date, which will be subject to a 4-year vesting schedule under which the shares will vest on the anniversary of Employee’s Start Date at a rate of 20%, 20%, 25%, and 35% in accordance with the Company’s 2019 Equity Incentive Plan (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4); (ii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company as of the date hereof, to be granted upon Employee’s achievement of a successful Mezzanine Financing (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the first anniversary of the Closing Date of a Mezzanine Financing at a rate of 33%, 33%, Date; each Year Two Option shall vest and 34% (so long as Employee’s Continuous Service status is in effect on each such date, except as provided for herein in Section 4) (the “Mezzanine Bonus Options”); and (iii) Option to purchase 315,000 shares of Common Stock, equal to 0.50% of the fully diluted shares of the Company become exercisable as of the date hereof, to be granted upon Employee’s achievement of a successful Initial Public Offering (as defined herein in Section 5), which will be subject to a 3-year vesting schedule under which shares will vest on the second anniversary of the Closing Date Date; and each Year Three Options shall vest and become exercisable as of a Qualified IPO at a rate the third anniversary of 33%the Closing Date. (c) Upon the consummation of the KPS Transaction, 33%one-half of the Executive's unvested stock options granted to him prior to the Closing Date, shall vest and 34% (so long as Employee’s Continuous Service status become exercisable and the remaining one-half shall expire without further consideration to the Executive. The options which shall vest and those which shall expire in accordance with this Section 6 are listed on Exhibit A annexed hereto. Notwithstanding any of the provisions of this Section 6, in the event that the requisite shareholder approval above is in effect on each such date, except as provided for herein not granted or if any of the Stock Options specified in Section 46(a) and (b) are not granted or awarded, this paragraph 6(c) shall become inoperative and the “IPO Bonus Executive shall continue to retain all rights and privileges to all stock options granted to him prior to the Closing Date. All options granted pursuant to this Section 6 shall hereinafter be referred to as the Stock Options”).