COHN Cohen & Company Inc

On April 7, 2020, the Board of Directors of Cohen & Company Inc., a Maryland corporation (the “Company”), adopted the Cohen & Company Inc. 2020 Long-Term Incentive Plan (the “Plan”). The ability to grant equity-based awards to members of the Company’s board of directors and employees of the Company under the Plan permits the Company to recognize the contributions made to the Company by such persons and provides them with an additional incentive to join or remain with the Company and to devote themselves to the Company’s success by providing them with an opportunity to acquire or increase their proprietary interest in the Company.

The Plan is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors. Awards by the Committee that result in the issuance of the Company’s common stock will be subject to approval of the Plan by the Company’s stockholders. The Company intends to seek approval of the Plan by the stockholders at the Company’s 2020 annual meeting of stockholders. All directors and employees of the Company or its affiliates are eligible to receive awards under the Plan, including the Company’s named executive officers, Daniel G. Cohen, Lester R. Brafman and Joseph W. Pooler, Jr.

Awards under the Plan may be made to eligible persons in the form of options (including stock appreciation rights), restricted stock, restricted stock units, dividend equivalent rights and other forms of equity-based awards as contemplated in the Plan. With respect to option awards, the exercise price of the option is required to be at least 100% of the fair market value of a share of the Company’s common stock on the grant date. The aggregate maximum number of shares of the Company’s common stock that may be granted under the Plan is 600,000 shares, subject to adjustment in the event there is a merger, consolidation, stock split, reclassification, recapitalization or similar transaction with respect to the Company’s common stock. No award may be granted under the Plan after April 7, 2030.

Awards under the Plan may be subject to the attainment of objective performance goals that are established by the Committee. Performance goals shall be based on one or more of the following business criteria (which may be determined for these purposes either by reference to the Company as a whole or by reference to any one or more of its subsidiaries, operating divisions or other operating units): stock price, revenues, pretax income, operating income, cash flow, earnings per share, return on equity, return on invested capital or assets, cost reductions and savings, return on revenues, productivity, level of managed assets and near or long-term earnings potential, or any variation or combination of the preceding business criteria. In addition, the Committee may utilize as an additional performance measure the attainment by a participant of one or more personal objectives and/or goals that the Committee deems appropriate, including, but not limited to, implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans for the Company, or the exercise of specific areas of managerial responsibility.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.