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Amended and Restated May 14, 2021 

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The Board of Directors (the “Board”) recognizes that granting Equity Awards presents specific legal, tax and accounting issues. An "Equity Award" is an award of one or more shares of common stock or a right to receive one or more shares of common stock (or the value of one or more shares of common stock) in the future (including bonus stock, stock options, restricted stock, stock equivalent units, stock appreciation rights, restricted stock units or performance share units). Equity Award includes awards that are either stock-settled or cash-settled.  

Accordingly, the Board adopts this policy to be followed for all issuances by the Company of Equity Awards under the 2021 Long-Term Incentive Plan (or any successor or similar plan) (the “Plan”). The Board is also adopting this policy to establish a committee of certain members of management with the authority to grant Equity Awards and certain other awards as described herein.

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A. General
The Board has determined that generally its Compensation Committee (together with any subcommittee thereof, the “Compensation Committee”) is best suited to review and approve Equity Awards to be granted under the Plan. Accordingly, except as otherwise provided in this policy, any Equity Awards (including the individual recipients of any Equity Awards) must be approved by the Compensation Committee or the full Board.

B. Annual Grants
Except as otherwise provided in this policy or as the Board, the Compensation Committee or the Nominating and Governance Committee determine in their discretion, it is the policy of the Company that directors and eligible employees will receive an annual grant of Equity Awards under the Plan in amounts determined by the Board, the Compensation Committee or the Nominating and Governance Committee (the “Annual Grants”) and subsequently approved by the Compensation Committee or the full Board. Annual Grants will be awarded at a regularly scheduled meeting of the Compensation Committee.

C. Interim Grants
The Board or the Compensation Committee (including taking into account recommendations of the Nominating and Governance Committee) may make additional grants of Equity Awards in amounts as they determine.

D. Terms
An Equity Award made under this Section II will be effective on the date is it approved as determined under Section IV(A)(i) or such later date specified by the Board or the Compensation Committee at the time of the grant. Each Equity Award made under this Section II will have the terms and conditions that the Board or the Compensation Committee approve. However, the exercise or strike price of any option or stock appreciation right will, in all cases, be the fair market value (as determined under the Plan) of the Company’s common stock on its effective date of the grant. If the Board or the Compensation Committee do not specify the other terms and conditions applicable to any Equity Award granted under this Section II, then the Equity Award shall have the same terms and conditions as the most recently awarded comparable outstanding Equity Awards.

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A. Management Award Committee
Under Section 157(c) of the Delaware General Corporation Law, the Board hereby establishes a committee of officers named the “Management Award Committee”, consisting of the Company’s Chief Executive Officer, General Counsel and Chief Human Resources Officer or such other officers as the Board appoints by resolution. Any act of the Management Award Committee must be approved by a majority of its members: provided, however, that any award of stock (and not merely the right or option to receive stock) must be approved by the Chief Executive Officer in his capacity as a member of the Board (and the Chief Executive Officer shall constitute the Management Award Committee for purposes of any such award). The Board hereby eliminates any prior committee of management with authority to make Equity Awards.

B. Promotional Awards

i. Authority

The Management Award Committee has the authority to approve, on behalf of the Board and the Compensation Committee, the granting of additional Equity Awards to employees who receive promotions at any time during a calendar year after the annual grants of Equity Awards, as applicable, for that year have been made. These Equity Awards may only be granted on a pro-rata basis. The Management Award Committee may not, however, grant additional Equity Awards to:

a. any member of the Management Award Committee,

b. any person whose promotion required the approval of the Board or the Compensation Committee, or

c. any person who is an executive officer of the Company or who, after the promotion, is salary grade MKT or above. (note: MKT is an Executive Officer and/or CEO Staff member)

ii. Terms

All Equity Awards granted under this Section III(B) will:

a. be effective as of the later of (A) the date it is approved as contemplated by Section IV (A)(ii) and (B) such other date as specified by the Management Award Committee,

b. be subject to the terms and conditions of the Plan, and have the same terms and conditions as the most recently awarded comparable outstanding Equity Awards, as the case may be. However, the exercise or strike price of any option or stock appreciation right will, in all cases, be the fair market value (as determined under the Plan) of the Company’s common stock on its effective date.

C. New Hire Awards

1) Authority. The Management Award Committee has the authority to approve, on behalf of the Board and the Compensation Committee, the granting of Equity Awards as follows:

a) To a newly hired employee for inclusion into existing long-term incentive cycles on a prorated basis.

b) To a newly hired employee make-whole grants for equity or cash compensation forfeited upon an employee’s departure from a prior employer.

The Management Award Committee may not, however, grant additional Equity Awards to any individual who is an executive officer of the Company or who is hired at salary grade MKT or above.  

2) Terms. All Equity Awards granted under this Section III(C) will:

  • be effective as of the later of (A) the date it is approved as contemplated by Section IV(A)(ii) and (B) such other date as specified by the Management Award Committee,
  • be subject to the terms and conditions of the Plan, and
  • have the same terms and conditions as the most recently awarded comparable outstanding Equity Awards, as applicable. However, the exercise or strike price of any option or stock appreciation right will in all cases be the fair market value (as determined under the Plan) of the Company’s common stock on its effective date.

D. Individual Award Limits

The aggregate amount of shares of common stock that may be issued in respect of total Equity Awards granted during any single year, (calculated over a period of January 1 through December 31) under this Section III, may not exceed 100,000 shares, except as the Board otherwise establishes by resolution. The Management Award Committee may grant an individual Equity Award to a newly hired or promoted employee (at an employee level not otherwise requiring Compensation Committee or Board approval as provided for Section III) under this Section III not to exceed two (2) times the employee’s annual base salary up to a maximum of $1,000,000 grant value, except as the Board otherwise establishes by resolution.

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A.  Approval of Grants

i.  Board and Committee Approved 

Equity Awards made under Section II will be approved at a meeting (including telephonic meeting) or by written consent. The actions approved at a meeting will be set forth in written minutes of the meeting, including the individual recipients of Equity Awards granted.

ii. Management Approved

Equity Awards made under Section III will be approved at a meeting of the Management Award Committee (including telephonic meeting) or by written consent. The actions approved at a meeting will be set forth in written minutes of the meeting, including the individual recipients of Equity Awards granted.

B.  Determination of Pro Rata

An Equity Award or Cash Award for a promoted or newly hired employee is on a “pro rata basis” if it equals:

1. the amount of that Equity Award the employee would have received at the date of the most recent annual grants had the promotion or hiring been effective at the time (or, if a particular award covers a multiple-year period, at the date on which the award was most recently granted), multiplied by

2. X/Y, where X = the number of days during the year in which the employee receives the promotion or is employed that includes the period following the effective date of the related award (or, if a particular award was granted to cover a multiple-year period, the number of days in the multiple-year period that includes the period following the effective date), and Y = 365 (366 in a leap year) (or, if a particular award was granted to cover a multiple-year period, the number of days in that multiple-year period).

C.  Notification

The Company’s Human Resources department will promptly notify any employee who receives an Equity Award and will promptly forward to that employee a grant award package with information regarding the Equity Award.

D.  Amendments

Amendments or revisions to the Equity Award Policy shall be approved by the Compensation Committee and the Board of Directors of betway bet365 Inc.