KASPIEN HOLDINGS INC. 2005 LONG TERM INCENTIVE AND SHARE AWARD
(AS AMENDED AND RESTATED ON AUGUST 2, 2022)
SECTION 1. Purposes.
The purposes of the 2005 Long Term Incentive and Share Award Plan,
as amended and restated, are to advance the interests of Kaspien
Holdings Inc. and its shareholders by providing a means to attract,
retain, and motivate employees, consultants and directors of the
Company, its subsidiaries and affiliates, to provide for
competitive compensation opportunities, to encourage long term
service, to recognize individual contributions and reward
achievement of performance goals, and to promote the creation of
long term value for stockholders by aligning the interests of such
persons with those of stockholders.
SECTION 2. Definitions.
For purposes of the Plan, the following terms shall be defined as
set forth below:
2.1. “Affiliate” means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a
participating employer under the Plan; provided, however, that the Company directly or
indirectly owns at least 20% of the combined voting power of all
classes of stock of such entity or at least 20% of the ownership
interests in such entity.
2.2. “Award” means any Option, SAR, Restricted Share, Restricted
Share Unit, Performance Share, Performance Unit, Dividend
Equivalent, or Other Share-Based Award granted to an Eligible
Person under the Plan.
2.3. “Award Agreement” means any written agreement, contract, or
other instrument or document evidencing an Award.
2.4. “Beneficiary” means the person, persons, trust or trusts which
have been designated by an Eligible Person in his or her most
recent written beneficiary designation filed with the Company to
receive the benefits specified under this Plan upon the death of
the Eligible Person, or, if there is no designated Beneficiary or
surviving designated Beneficiary, then the person, persons, trust
or trusts entitled by will or the laws of descent and distribution
to receive such benefits.
2.5. “Board” means the Board of Directors of the Company.
2.6. “Code” means the Internal Revenue Code of 1986, as amended
from time to time. References to any provision of the Code shall be
deemed to include successor provisions thereto and regulations
2.7. “Committee” means the Compensation Committee of the Board, or
such other Board committee or subcommittee (which may include the
entire Board) as may be designated by the Board to administer the
however, that, unless
otherwise determined by the Board, the Committee shall consist of
two or more directors of the Company, each of whom is a
“non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act, to the extent applicable; provided, further, that the mere fact that the
Committee shall fail to qualify under the foregoing requirements
shall not invalidate any Award made by the Committee which Award is
otherwise validly made under the Plan.
2.8. “Company” means Kaspien Holdings Inc., a corporation organized
under the laws of New York, or any successor corporation.
2.9. “Director” means a member of the Board who is not an employee
of the Company, a Subsidiary or an Affiliate.
2.10. “Dividend Equivalent” means a right, granted under Section
5.7, to receive cash, Shares, or other property equal in value to
dividends paid with respect to a specified number of Shares.
Dividend Equivalents may be awarded on a free-standing basis or in
connection with another Award, and may be paid currently or on a
2.11. “Eligible Person” means (i) an employee or consultant of
the Company, a Subsidiary or an Affiliate, including any Director
who is an employee, or (ii) a Director. Notwithstanding any
provisions of this Plan to the