OppFi Inc.
2021 Equity Incentive Plan
(As Amended)
1. ESTABLISHMENT, PURPOSE AND TERM OF
PLAN.
1.1 Establishment. The OppFi Inc. 2021 Equity Incentive Plan (the Plan) is hereby
established effective as of July 20, 2021, the date of the closing of the transactions contemplated by that certain business combination agreement dated as of February 9, 2021, entered into by and between FG New America Acquisition Corp.,
Opportunity Financial, LLC, and certain other parties, following the Plans approval by the stockholders of the Company (the Effective Date), as amended by that amendment to the Plan dated [ ], 2022
(the Plan Amendment).
1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and
its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.
The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.
1.3 Term of Plan. The Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted, if
at all, within ten (10) years from the earlier of the date that the Plan was approved by the Board or the stockholders of the Company.
2.
DEFINITIONS AND CONSTRUCTION.
2.1 Definitions. Whenever used herein, the
following terms shall have their respective meanings set forth below:
(a) Affiliate means (i) a parent entity, other than a
Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the Company directly or indirectly through
one or more intermediary entities. For this purpose, the terms parent, subsidiary, control and controlled by shall have the meanings assigned to such terms for the purposes of registration of
securities on Form S-8 under the Securities Act.
(b) Award means any Option, Stock
Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance Share, Performance Unit, Cash-Based Award or Other Stock-Based Award granted under the Plan.
(c) Award Agreement means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions applicable to an Award.
(d) Board means the Board of Directors of the Company.
(e) Cash-Based Award means an Award denominated in cash and granted pursuant to Section 11.
(f) Cashless Exercise means a Cashless Exercise as defined in Section 6.3(b)(i).
(g) Cause means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written
agreement between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participants theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any
Participating Company documents or records; (ii) the Participants material failure to abide by a Participating Companys code of conduct or other policies (including, without limitation, policies relating to confidentiality and
reasonable workplace conduct); (iii) the Participants unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the
Participants improper use or disclosure of a Participating Companys confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Companys
reputation or business; (v) the Participants repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability;
(vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or
other similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement (except with respect to a disclosure protected by applicable law); or (vii) the Participants
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participants ability to perform his or her duties with a
Participating Company.
(h) Change in Control means the occurrence of any one or a combination of the following:
(i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as such term
is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
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