ENDEAVOR GROUP HOLDINGS, INC.
2019 INCENTIVE AWARD PLAN
1. Purpose. The Endeavor Group Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the Plan) is intended to help Endeavor Group Holdings, Inc., a Delaware corporation (including any successor thereto, the Company), and Affiliates (i) to attract and retain key employees, directors, consultants, advisors and other Eligible Persons and to motivate such Eligible Persons to serve the Company and Affiliates and to expend maximum effort to improve business results and earnings of the Company by providing them the opportunity to acquire an interest in the operations and future success of the Company, and (ii) align the interests of such Eligible Persons with those of the Companys shareholders. To this end, the Plan provides for, among other things, the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash based awards and dividend equivalents. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.
2. Effective Date. The effective date of the Plan is the day prior to the date upon which Common Stock is listed (or approved for listing) upon notice of issuance on the NYSE (i.e., the pricing date of the Companys initial public offering) (the Effective Date). No Incentive Stock Option may be granted pursuant to the Plan after the tenth anniversary of the earlier of (a) the date on which the Plan was adopted by the Board and (b) the date the Plan was approved by the Companys stockholders.
3. Definitions. The following definitions shall apply throughout the Plan:
(a) Affiliate means (i) any Subsidiary and (ii) any other person or entity that directly or indirectly controls, is controlled by or is under common control with the Company or OpCo. The term control (including, with correlative meaning, the terms controlled by and under common control with), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
(b) Award means any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock or Cash Based Award or Dividend Equivalent granted under the Plan.
(c) Award Agreement means the agreement (whether in written or electronic form) or other instrument or document evidencing any Award granted under the Plan.
(d) Beneficial Ownership has the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Exchange Act.
(e) Board means the Board of Directors of the Company.
(f) Cause in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) shall have the meaning given such term (or term of similar import) in any employment, consulting, change-in-control, severance or any other agreement between the Participant and the Company or any Subsidiary, or severance plan in which the Participant is eligible to participate, in either case in effect at the time of the Participants termination of employment or service with the Company and any Subsidiary, or (ii) if cause or term of similar import is not defined in, or in the absence of, any such employment, consulting, change-in-control, severance or any other agreement between the Participant and the Company or any Subsidiary, or severance plan in which the Participant is eligible to participate, means: (A) the Participants commission of any act or omission that results in or could reasonably be expected to result in