Exhibit 10.1

FRANCHISE GROUP, INC.
2019 OMNIBuS INCENTIVE PLAN

1.     Purposes, History and Effective Date.

(a)   Purpose. The Franchise Group, Inc. 2019 Omnibus Incentive Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase shareholder value. The Plan will provide participants with incentives to increase shareholder value by offering the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of such common stock, or receive other incentive compensation, on the potentially favorable terms that this Plan provides.

(b)   Effective Date. This Plan will become effective on and after the Effective Date.

(c)   Termination of Prior Plans. Prior to the Effective Date, the Company had in effect the JTH Holding, Inc. 2011 Equity and Cash Incentive Plan (the “Prior Plan”). Upon the Effective Date, the Prior Plan will terminate and no new awards will be granted under the Prior Plan, although awards previously granted under the Prior Plan and still outstanding will continue to be subject to all terms and conditions of the Prior Plan.

2.     Definitions. Capitalized terms used and not otherwise defined in this Plan or in any Award agreement have the following meanings:

(a)   “Act” means the Securities Act of 1933, as amended from time to time. Any reference to a specific provision of the Act shall include any successor provision thereto.

(b)   “Administrator” means the Committee; provided that, to the extent the Board or Committee has delegated authority and responsibility as an Administrator of the Plan to one or more officers of the Company as permitted by Section 3(b), the term “Administrator” shall also mean such officer or officers. Notwithstanding the foregoing, the Board may take any action that the Administrator is authorized to take under the Plan at any time.

(c)   “Affiliate” has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act.

(d)   “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Stock, Restricted Stock, Restricted Stock Units, an Incentive Award, Dividend Equivalent Units or any other type of award permitted under this Plan.

(e)    “Beneficial Owner” means a Person, with respect to any securities which:

(i)             such Person or any of such Person’s Affiliates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates until such tendered securities are accepted for purchase;

(ii)            such Person or any of such Person’s Affiliates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this clause (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on a Schedule l3D under the Act (or any comparable or successor report); or

(iii)           are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.

(f)    “Board” means the Board of Directors of the Company.

(g)   “Cause” has the meaning given in a Participant’s employment, retention, change of control, severance or similar agreement with the Company or any Affiliate, or if no such agreement is in effect, then except as otherwise determined by the Committee and set forth in an applicable Award agreement, “Cause” means (i) the Participant’s willful and repeated failure to comply with the lawful directives of the Board, the Board of Directors of any Affiliate or any supervisory personnel of the Participant; (ii) any criminal act or act of dishonesty or willful misconduct by the Participant that has (or is reasonably expected to have) a material adverse effect on the property, operations, business or reputation of the Company or any Affiliate; (iii) the material breach by the Participant of the terms of any confidentiality, non-competition, non-solicitation or other agreement that the Participant has with the Company or any Affiliate; (iv) the Participant’s breach of any fiduciary duty owed to the Company or any Affiliate; or (v) acts by the Participant of willful malfeasance, gross negligence or fraud in a matter of material importance to the Company or any Affiliate.

(h)   “Change of Control” means, unless specified otherwise in an Award agreement, the occurrence of any of the following:

(i)             any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Effective Date, pursuant to express authorization by the Board that refers to this exception) representing more than fifty percent (50%) of both the then outstanding shares of Stock of the Company and the combined voting power of the Company’s then outstanding voting securities; or

(ii)            the consummation of a merger, consolidation or reorganization of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or reorganization of the Company, in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or reorganization which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or reorganization continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or reorganization, or (B) a merger, consolidation or reorganization effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Effective Date, pursuant to express authorization by the Board that refers to this exception) representing more than fifty percent (50%) of both the then outstanding shares of Stock of the Company and the combined voting power of the Company’s then outstanding voting securities; or

(iii)           the consummation of a plan of complete liquidation or dissolution of the Company or a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least seventy-five percent (75%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no “Change of Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock of the Company immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.

(i)    “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(j)    “Committee” means the Compensation Committee of the Board, any successor committee thereto or such other committee of the Board that is designated by the Board with the same or similar authority. The Committee shall consist only of non-employee directors (at least two (2)) within the meaning of Rule 16b-3 to the extent necessary for Awards to be exempt from Section 16b of the Exchange Act.

(k)   “Company” means Franchise Group, Inc., a Delaware corporation, or any successor thereto.

(l)    “Director” means a member of the Board.

(m)  “Disability” means, unless otherwise provided in the applicable Award agreement, a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Code.

(n)   “Dividend Equivalent Unit” means the right to receive a payment, in cash or Shares, equal to the cash dividends or other cash distributions paid with respect to a Share.

(o)   “Effective Date” means the date the Board approves this Plan.

(p)   “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.

(q)   “Fair Market Value” means, per Share on a particular date, (i) if the Shares are listed on a national securities exchange, the last sales price on that date on the national securities exchange on which the Stock is then traded, as reported in The Wall Street Journal, or if no sales of Stock occur on such date, then on the last preceding date on which there was a sale on such exchange; or (ii) if the Shares are not listed on a national securities exchange, but are traded in an over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) for the Shares on that date, or on the last preceding date on which there was a sale of Shares on that market; or (iii) if the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Administrator, in its discretion. Notwithstanding the foregoing, in the case of the sale of Shares, the actual sale price shall be the Fair Market Value of such Shares.

(r)    “Incentive Award” means the right to receive a cash payment to the extent Performance Goals are achieved (or other requirements are met), and as otherwise described in Section 10 of the Plan.

(s)    “Non-Employee Director” means a Director who is not also an employee of the Company or its Subsidiaries.

(t)    “Option” means the right to purchase Shares at a stated price for a specific period of time.

(u)   “Participant” means an individual the Administrator selects to receive an Award.

(v)   “Performance Goals” means any goals the Administrator establishes, which may relate to one or more of the following with respect to the Company or any one or more of its Subsidiaries, Affiliates or other business units: gross operating or net earnings before or after taxes; return on equity; return on capital; return on sales; return on investment; return on assets or net assets; earnings per share (basic or fully diluted and/or before or after taxes); cash flow (per share or otherwise); book value (per share or otherwise); total tax returns prepared; territories sold; territories opened; cash generated; leads generated; new customers generated; Fair Market Value of the Company or any Affiliate or shares of Stock; share price or total shareholder return; market share or market penetration; level of expenses or other costs; project completed; gross, operating or net revenue (by unit or otherwise); profitability or gross, operating or net margins (by unit or otherwise); net income; earnings before interest, taxes, depreciation and amortization; adjusted earnings before interest, taxes, depreciation and amortization; net worth; franchise system wide revenue; financial product revenue; new office openings; franchise sales, productivity ratios; objective measures of customer satisfaction; working capital; competitive market metrics; or peer group comparisons of any of the aforementioned business criteria. As to each Performance Goal, unless otherwise determined by the Administrator, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles and the Administrator may adjust any performance measure to include or exclude certain items, such as the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition. Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

(w)  “Performance Shares” means the right to receive Shares to the extent Performance Goals are achieved (or other requirements are met).

(x)   “Performance Unit” means the right to receive a cash payment and/or Shares valued in relation to a unit that has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved (or other requirements are met).

(y)   “Person” means any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(z)   “Plan” means this Franchise Group, Inc. 2019 Omnibus Incentive Plan, as amended from time to time.

(aa)         “Restricted Stock” means Shares that are subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals or upon the completion of a period of service, or both.

(bb)         “Restricted Stock Unit” means the right to receive a cash payment and/or Shares the value of which is equal to the Fair Market Value of one Share.

(cc)         “Retirement” means the Participant’s Termination of Service on or after qualifying for early, normal or late retirement in accordance with the Company’s written policies for retirement.

(dd)         “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(ee)         “Share” means a share of Stock.

(ff)           “Stock” means the common stock of the Company, par value of $0.01 per share.

(gg)         “Stock Appreciation Right” or “SAR” means the right to receive a cash payment, and/or Shares with a Fair Market Value, equal to the appreciation of the Fair Market Value of a Share during a specified period of time.

(hh)         “Subsidiary” means any corporation, limited liability company or other limited liability entity in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entities in the chain) owns the stock or equity interest possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or other equity interests in one of the other entities in the chain.

(ii)   “Termination of Service” means, unless otherwise determined by the Administrator, the date that a Participant ceases to provide service, in any capacity, to the Company and its Affiliates in accordance with the following:

(i)             a Participant who transfers employment between the Company and one of its Affiliates, or between Affiliates, will not be considered to have a Termination of Service as a result of such transfer;

(ii)            a Participant who ceases to be a Non-Employee Director, a non-employee director of an Affiliate, or a consultant or advisor because he or she becomes an employee of the Company or an Affiliate shall not be considered to have Termination of Service as a result of such change in status;

(iii)           a Participant who ceases to be employed by the Company or an Affiliate and immediately thereafter becomes a Non-Employee Director, a non-employee director of an Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have a Termination of Service as a result of such change in status;

(iv)           a Participant employed by an Affiliate will be considered to have a Termination of Service when such entity ceases to be an Affiliate; and

(v)            unless prohibited by law, the Administrator may treat as an individual who is placed on a leave of absence pending termination as having incurred a Termination of Service at the beginning of such leave.

3.     Administration.

(a)   Administration. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan or any agreement covering an Award; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; (iii) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.

(b)   Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Board or Committee may delegate to one or more officers of the Company, any or all of their respective authority and responsibility as an Administrator of the Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of non-employee directors within the meaning of Rule 16b-3.

(c)   No Liability; Indemnification. No member of the Board or the Committee, and no officer or member of any other committee to whom a delegation under Section 3(b) has been made, will be liable for any act done, or determination made, by the individual in good faith with respect to the Plan or any Award. The Company will indemnify and hold harmless each such individual as to any acts or omissions, or determinations made, in each case done or made in good faith, with respect to this Plan or any Award to the maximum extent that the law and the Company’s By-Laws permit.

4.     Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates; any individual that the Company or an Affiliate has engaged to become an officer or employee; any consultant or advisor who provides services to the Company or its Affiliates; or any Director, including a Non-Employee Director. The Administrator’s designation of, or granting of an Award to, a Participant will not require the Administrator to designate such individual as a Participant or grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.

5.     Types of Awards. Subject to the terms of this Plan, the Administrator may grant any type of Award to any Participant it selects, but only employees of the Company or a Subsidiary may receive grants of incentive stock options within the meaning of Code Section 422. Awards may be granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing set forth in Section 14(e)) in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate, including the plan of an acquired entity).

6.     Shares Reserved under this Plan.

(a)   Plan Reserve. Subject to adjustment as provided in Section 16, an aggregate of 5,000,000 Shares are reserved for issuance under this Plan, all of which may be issued pursuant to the exercise of incentive stock options. The Shares reserved for issuance may be either authorized and unissued Shares or Shares reacquired at any time and now or hereafter held as treasury stock.

(b)   Depletion and Replenishment of the Plan Reserve. When an Award is granted, the Share reserve described in Section 6(a) shall be reduced by the maximum number of Shares that may be issuable under such Award. To the extent that Shares are not issued under such Award for any reason, or Shares are issued but are either forfeited or cancelled pursuant to the terms of the Plan or the Award agreement, then such Shares shall be re-credited to the reserve described in Section 6(a) and may again be subject to new Awards.

7.     Options. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each Option, including but not limited to: (a) whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) the number of Shares subject to the Option; (d) the exercise price, which may never be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; (e) the terms and conditions of vesting and exercise; (f) the term, except that an Option must terminate no later than ten (10) years after the date of grant; and (g) the manner of payment of the exercise price. In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section 422 except to the extent the Administrator determines otherwise. If an Option that is intended to be an incentive stock option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.

To the extent permitted by the Administrator, and subject to such procedures as the Administrator may specify, the payment of the exercise price of Options may be made by (w) delivery of cash or other Shares or other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, (x) by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price, (y) by surrendering the right to receive Shares otherwise deliverable to the Participant upon exercise of the Award having a Fair Market Value at the time of exercise equal to the total exercise price, or (z) by any combination of the foregoing. Except to the extent otherwise set forth in an Award agreement, a Participant shall have no rights as a holder of Stock as a result of the grant of an Option until the Option is exercised, the exercise price and applicable withholding taxes are paid and the Shares subject to the Option are issued thereunder.

8.     Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: (a) whether the SAR is granted independently of an Option or relates to an Option; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) the number of Shares to which the SAR relates; (d) the grant price, which may never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; (e) the terms and conditions of exercise or maturity, including vesting; (f) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and (g) whether the SAR will be settled in cash, Shares or a combination thereof.

9.     Performance and Stock Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Shares, Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, including but not limited to: (a) the number of Shares and/or units to which such Award relates; (b) whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies; (c) the length of the vesting and/or performance period and, if different, the date on which payment of the benefit provided under the Award will be made; (e) with respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares; and (f) with respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares (including Restricted Stock), or in a combination of cash and Shares.

10.  Incentive Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of an Incentive Award, including but not limited to the (a) the Performance Goals and performance period, (b) the potential amount payable, (c) the timing of payment, and (d) whether all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, Disability or Retirement, or such other circumstances as the Administrator may specify.

11.  Dividend Equivalent Units. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Dividend Equivalent Units, including but not limited to whether: (a) such Award will be granted in tandem with another Award; (b) payment of the Award will be made concurrently with dividend payments or credited to an account for the Participant which provides for the deferral of such amounts until a stated time; (c) the Award will be settled in cash or Shares; and (d) as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies. .

12.  Other Stock-Based Awards. Subject to the terms of this Plan, the Administrator may grant to a Participant shares of unrestricted Stock as replacement for other compensation to which the Participant is entitled, such as in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or as a bonus.

13.  Transferability. Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Administrator allows a Participant to: (a) designate in writing a beneficiary to exercise the Award or receive payment under the Award after the Participant’s death; (b) transfer an Award to the former spouse of the Participant as required by a domestic relations order incident to a divorce; or (c) transfer an Award; provided, however, that with respect to clause (c) above the Participant may not receive consideration for such a transfer of an Award.

14.  Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

(a)   Term of Plan. Unless the Board earlier terminates this Plan pursuant to Section 14(b), this Plan will terminate when all Shares reserved for issuance have been issued. If the term of this Plan extends beyond ten (10) years from the Effective Date, no incentive stock options may be granted after such time unless the shareholders of the Company have approved an extension of this Plan.

(b)   Termination and Amendment. The Board or the Administrator may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

(i)             the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) prior action of the Board, (B) applicable corporate law, or (C) any other applicable law;

(ii)            shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded, or (D) any other applicable law; and

(iii)           shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a) (except as permitted by Section 16), or (B) an amendment that would diminish the protections afforded by Section 14(e).

(c)            Amendment, Modification, Cancellation and Disgorgement of Awards.

(i)             Except as provided in Section 14(e) and subject to the requirements of this Plan, the Administrator may modify, amend or cancel any Award; provided that, except as otherwise provided in the Plan or the Award agreement, any modification or amendment that materially diminishes the rights of the Participant, or the cancellation of an Award, shall be effective only if agreed to by the Participant or any other person(s) as may then have an interest in such Award, but the Administrator need not obtain Participant (or other interested party) consent for the modification, amendment or cancellation of an Award pursuant to the provisions of subsection (ii) or Section 16 or as follows: (A) to the extent the Administrator deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Shares are then traded; (B) to the extent the Administrator deems necessary to preserve favorable accounting or tax treatment of any Award for the Company; or (C) to the extent the Administrator determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant (or any other person(s) as may then have an interest in the Award).

(ii)            Notwithstanding anything to the contrary in an Award agreement, the Administrator shall have full power and authority to terminate or cause the Participant to forfeit the Award, and require the Participant to disgorge to the Company any gains attributable to the Award, if the Participant engages in any action constituting, as determined by the Administrator in its discretion, Cause for termination (even if such Casue was not known at the time of termination), or a breach of any Award agreement or any other agreement between the Participant and the Company or an Affiliate concerning noncompetition, nonsolicitation, confidentiality, trade secrets, intellectual property, nondisparagement or similar obligations.

(iii)           Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to any recoupment or clawback policy that is adopted by, or any recoupment or similar requirement otherwise made applicable by law, regulation or listing standards to, the Company from time to time.

(d)   Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Administrator under this Section 14 and to otherwise administer the Plan with respect to then-outstanding Awards will extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

(e)   Repricing and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided for in Section 16, neither the Administrator nor any other person may (i) amend the terms of outstanding Options or SARs to reduce the exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise or grant price that is less than the exercise or grant price of the original Options or SARs; or (iii) cancel outstanding Options or SARs with an exercise or grant price above the current Fair Market Value of a Share in exchange for cash or other securities. In addition, the Administrator may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Administrator takes action to approve such Award.

(f)    Foreign Participation. To assure the viability of Awards granted to Participants employed or residing in foreign countries, the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, accounting or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 14(b)(ii).

15.  Taxes.

(a)   Withholding. In the event the Company or one of its Affiliates is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, then the Company or the Affiliate may satisfy such withholding requirement by:

(i)             deducting cash from any payments of any kind otherwise due the Participant; or

(ii)            withholding (or permitting the Participant to elect withholding of) Shares otherwise issuable under the Award;

(iii)           cancelling (or permitting the Participant to elect the cancellation of) Shares otherwise vesting under the Award; or

(iv)           permitting the Participant to tender back Shares received in connection with such Award or deliver other previously owned Shares; or

(v)            requiring the Participant to pay cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment to the Company or its Affiliate of the aggregate amount of any such taxes and other amounts; provided that, if the Participant fails to make such payment or other satisfactory arrangements, then the Administrator may cancel the Award.

If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. If Shares are used to satisfy the withholding obligation, then the Fair Market Value of such Shares may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company or its Affiliate to avoid an accounting charge.

(b)   No Guarantee of Tax Treatment. Notwithstanding any provisions of this Plan to the contrary, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

16.  Adjustment and Change of Control Provisions.

(a)   Adjustments. If the Company (i) is involved in a merger or other transaction in which the Shares are changed or exchanged; (ii) subdivides or combines the Shares or declares a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; (iii) effects a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or effects any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or (iv) is involved in any other event which the Administrator determines necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust any or all of: (A) the number and type of Shares subject to this Plan (including the number and type of Shares described in Section 6(a)) and which may after the event be made the subject of Awards; (B) the number and type of Shares subject to outstanding Awards; (C) the grant, purchase, or exercise price with respect to any Award; and (D) the Performance Goals of an Award.

In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an Award in exchange for the cancellation of all or a portion of the Award (without the individual’s consent) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock options, the Administrator is not authorized to make any adjustments to the extent such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

Without limitation, in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether or not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Administrator may substitute, on an equitable basis as the Administrator determines, for each Share then subject to an Award and the Shares subject to this Plan (if the Plan will continue in effect), the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction.

Notwithstanding the foregoing, in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision or combination of the Shares (including a reverse stock split), if no action is taken by the Administrator, adjustments contemplated by this subsection that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision or combination of the Shares.

(b)   Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.

(c)   Effect of Change of Control.

(i)             In order to preserve a Participant’s rights under an Award in the event of a Change of Control, the Administrator in its discretion may, at the time an Award is made or at any time thereafter, take one or more of the following actions: (a) provide for the acceleration of any time period, or the deemed achievement of any Performance Goals, relating to the exercise or realization of the Award; (b) provide for the purchase of the Award for an amount of cash or other property that could have been received upon the exercise or realization of the Award had the Award been currently exercisable or payable (or the cancellation of Awards in exchange for no payment to the extent that no cash or other property would be received upon the exercise or realization of the Award in such circumstances); (c) adjust the terms of the Award in the manner determined by the Administrator to reflect the Change of Control; (d) cause the Award to be assumed, or new right substituted therefor, by another entity; or (e) make such other provision as the Administrator may consider equitable and in the best interests of the Company.

(ii)            Except as otherwise expressly provided in any agreement between a Participant and the Company or an Affiliate, if the receipt of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required to prevent the imposition of such excise tax.

(d)   Certain Modifications. Notwithstanding anything contained in this Section 16, the Board may, in its sole and absolute discretion, amend, modify or rescind the provisions of this Section 16 if it determines that the operation of this Section 16 may prevent a transaction in which the Company, a Subsidiary or any Affiliate is a party from receiving desired tax treatment, including without limitation requiring that each Participant receive a replacement or substitute Award issued by the surviving or acquiring corporation.

17.  Miscellaneous.

(a)   Other Terms and Conditions. The Administrator may provide in any Award agreement such other provisions (whether or not applicable to the Award granted to any other Participant) as the Administrator determines appropriate to the extent not otherwise prohibited by the terms of the Plan.

(b)   Application of Vesting. Notwithstanding any provision of an Award agreement to the contrary, unless prohibited by law, the Administrator may suspend the vesting of an Award during a Participant’s leave of absence and, as a result thereof, may extend the vesting date of the Award to take into account the period of such leave of absence.

(c)   Compliance with Code Section 409A. Notwithstanding the terms of the Plan or any Award agreement to the contrary, if an Award is subject to Code Section 409A, or is eligible for deferral pursuant to a deferred compensation plan governed by Code Section 409A, then the provisions of Code Section 409A are incorporated into this Plan and such Award to the extent necessary for such Award to comply therewith, including the following:

(i)             the term “Change of Control” and “Disability” shall have the meanings given in Code Section 409A;

(ii)            the term “Termination of Service” shall mean a “separation from service” within the meaning of Code Section 409A; and

(iii)           if the payment of compensation under an Award is made upon a Participant’s Termination of Service, and if such Participant is a “specified employee” within the meaning of Code Section 409A, then such payment shall not be made before a date that is six months after the date of the separation from service.

(d)   No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan. All fractional Shares or other securities shall be cancelled without payment therefor, unless the Administrator determines that cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities.

(e)   Unfunded Plan; Awards Not Includable for Benefits Purposes. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors. Income recognized by a Participant pursuant to an Award shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) or group insurance or other benefit plans applicable to the Participant which are maintained by the Company or any Affiliate, except as may be provided under the terms of such plans or determined by resolution of the Board.

(f)    Requirements of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any award agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges.

(g)   Governing Law; Venue. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of [State], without reference to any conflict of law principles. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any award agreement, may only be brought and determined in a court sitting in the State of Delaware.

(h)   Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.

(i)    Construction. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general information only, and this Plan is not to be construed with reference to such titles. The title, label or characterization of an Award in an award agreement or in the Company’s public filings or other disclosures shall not be determinative as to which specific Award type is represented by the award agreement. Instead, the Administrator may determine which specific type(s) of Award(s) is(are) represented by any award agreement, at the time such Award is granted or at any time thereafter.

(j)    Severability. If any provision of this Plan or any award agreement or any Award (a) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (b) would cause this Plan, any award agreement or any Award to violate or be disqualified under any law the Administrator deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator, materially altering the intent of this Plan, award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such award agreement and such Award will remain in full force and effect.

15

Exhibit 10.2

FORM OF

FRANCHISE GROUP, INC. 2019 OMNIBUS INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

This Agreement is made as of <<DATE>> by and between Franchise Group, Inc., a Delaware corporation (the “Company”), and <<NAME>> (the “Optionee”).

Whereas, as of <<DATE>> (the “Date of Grant”), pursuant to the terms and conditions of the Franchise Group, Inc. 2019 Omnibus Incentive Plan (the “Plan”), the Administrator of the Plan authorized the grant to the Optionee of an option (the “Option”) to purchase a certain number of shares of the authorized but unissued Stock of the Company upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan; and

Whereas, the Optionee desires to acquire and accept the Option on the terms and conditions set forth in this Agreement.

IT IS AGREED:

1.             Grant of Stock Option. The Company hereby grants the Optionee the Option to purchase all or any part of an aggregate <<NUMBER>> shares of Stock (“Option Shares”) on the terms and conditions set forth herein and subject to the provisions of the Plan. Capitalized terms used and not otherwise defined herein shall have the same meaning as set forth in the Plan.

2.             [Incentive Stock Option. The Option represented hereby is intended to be an Option that qualifies as an “incentive stock option” under Code Section 422, but only to the extent the aggregate Fair Market Value of the shares for which the Option (and all other options of the Optionee that are intended to be incentive stock options whether granted under the Plan or any other plan of the Company or any of its Affiliates) becomes exercisable for the first time in any calendar year does not exceed One Hundred Thousand Dollars ($100,000). The Company makes no representation (other than the above expression of intent) or warranty whatsoever to the Optionee as to the tax consequences of the grant or exercise of the Option or the disposition of the shares acquired thereunder. In the event that the Option awarded under this Agreement does not qualify for special tax treatment as an incentive stock option, the Option may be exercisable as a nonqualified stock option. The Company shall not be liable to the Optionee if the Option or any portion thereof does not qualify as an incentive stock option.]

3.             Exercise Price. The Exercise Price of the Option shall be the Fair Market Value of one (1) share of Stock, which the Company believes to be <<NUMBER>> Dollars (<<$>>) per share, subject to any adjustments as provided in the Plan.

4.             Vesting and Exercisability. This Option is subject to the following vesting schedule, provided that the Optionee remains employed with, or in service to, the Company or any of its Affiliates continuously from the Date of Grant until such date:

The portion of the Option that vests shall remain exercisable, except as otherwise provided herein, until the close of business on the tenth (10^th) anniversary date of the Date of Grant (“Exercise Period”). Except as may be provided in any employment agreement in effect between the Optionee and the Company and except as provided in Section 5(a) and Section 5(b) below, the Option shall be forfeited as of the Optionee’s Termination of Service to the extent not vested at such time.

5.             Effect of Termination of Service.

(a)           Termination of Service Due to Death. In the event the Optionee’s Termination of Service is due to the Optionee’s death, and at a time when the Optionee’s employment could not have been terminated for Cause, the Optionee shall become vested in a pro-rated portion of the Option. Such portion shall be equal to (i) the total number of Option Shares multiplied by a fraction, the numerator of which is the number of days from the Date of Grant until the date of such death and the denominator of which is the total number of days from the Date of Grant until the third (3^rd) anniversary of the Date of Grant, reduced by (ii) any portion of the Option that has previously vested. The Option may thereafter be exercised, to the extent vested as provided above, by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

(b)           Termination of Service Due to Disability. In the event the Optionee’s Termination of Service is due to the Optionee’s Disability, and at a time when the Optionee’s employment could not have been terminated for Cause, the Optionee shall become vested in a pro-rated portion of the Option. Such portion shall be equal to (i) the total number of Option Shares multiplied by a fraction, the numerator of which is the number of days from the Date of Grant until the date of termination due to Disability and the denominator of which is the total number of days from the Date of Grant until the third (3^rd) anniversary of the Date of Grant, reduced by (ii) any portion of the Option that has previously vested. The Option may thereafter be exercised, to the extent vested as provided above, by the Optionee for a period of one (1) year from the date of the Termination of Service or until the expiration of the Exercise Period, whichever period is shorter.

(c)           Termination of Service for Cause.

(i)             If the Optionee’s Termination of Service is for Cause, the Option shall terminate and be forfeited effective as of the effective date of the Optionee’s Termination of Service. In addition, if the Optionee’s Termination of Service is for reasons other than Cause, but after the date of such termination, the Company learns facts that would have permitted it to terminate the Optionee’s service for Cause, then the Option shall terminate and be forfeited effective retroactively to the date of the Optionee’s Termination of Service.

(ii)            In the event the Option is terminated and forfeited pursuant to clause (i), the Optionee shall return to the Company the Economic Value (as defined below) of any Option Shares purchased hereunder by the Optionee within the six (6) month period prior to the date of the Termination of Service or thereafter (the “Clawback Period”). In that event, the Optionee hereby agrees to remit the Economic Value to the Company in cash within thirty (30) days of the Company’s demand therefore. “Economic Value” for the purposes of this Agreement shall mean an amount equal to the difference between the then Fair Market Value of the Option Shares (or the sales price of those Shares if the Option Shares were sold by the Employee during the Clawback period) and the Exercise Price of those Option Shares. The Company, in its discretion, may require the Optionee to return to the Company the Economic Value in the form of any Option Shares the Optionee still holds. Nothing herein impairs the right of the Company to recoup any other economic value of the Option as provided in Section 14(c)(iii) of the Plan.

(d)           Termination of Service Without Cause or by the Optionee. If the Optionee’s Termination of Service is without Cause (and for reasons other than death or Disability) or the Optionee voluntarily incurs a Termination of Service, then the Option may be exercised, to the extent vested, for a period of three (3) months from the date of the Termination of Service or until the expiration of the Exercise Period, whichever period is shorter.

(e)           Competing With the Company, Breach of Confidentiality. Following the Optionee’s Termination of Service for any reason, the Administrator, in its discretion, may require the Optionee to return to the Company the Economic Value of any Option Shares purchased hereunder by the Optionee within the six (6) month period prior to the date of the Optionee’s Termination of Service or thereafter if the Optionee at any time during the term of his or her employment with the Company and its Affiliates and for an additional period of one (1) year thereafter, without the Company’s prior written consent, directly or indirectly, engages in the business of or owns or controls an interest in (except as a passive investor owning less than two percent (2%) of the equity securities of a publicly owned corporation), or acts as a director, officer or employee of, or consultant to any partnership, joint venture, corporation or other business entity directly or indirectly engaged in any business that competes with the Company and its Affiliates anywhere in the actual geographic location in which the Company and its Affiliates conducts business in the United States at the time of the Optionee’s Termination of Service. In that event, the Optionee agrees to remit the Economic Value to the Company in the same manner as provided in Section 5(c)(ii). Nothing herein impairs the right of the Company to recoup any other economic value of the Option as provided in Section 14(c)(iii) of the Plan.

The time period during which the restrictions set forth in this Section 5(e) apply shall be extended by the length of time during which the Optionee violates the restrictions in any respect.

6.             Withholding Tax. If the Company is required to withhold any federal, state or local taxes with respect to any gain attributable to the Option Shares then the Optionee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to that amount. If permitted by the Company, tax withholding or payment obligations may be settled with Stock, including Stock that is part of the Option that gives rise to the withholding requirement. The obligations of the Company under the Plan and pursuant to this Agreement shall be conditioned upon that payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee from the Company or any Affiliate.

7.             Method of Exercise.

(a)           Notice to the Company. The Option shall be exercised in accordance with the exercise procedures established by the Company.

(b)           Payment of Purchase Price. At the time of exercise, the Optionee shall pay the Exercise Price for the number of Option Shares being purchase in full in accordance with one or more of the following as permitted by the Administrator:

(i)             Cash Payment. The Optionee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

(ii)            Payment of Stock. Payments in the form of Stock shall be valued at Fair Market Value. Such payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances.

(iii)          Cashless Exercise. The Optionee may exercise the Option by a cashless exercise through a broker.

(iv)          Net Exercise. The Optionee may exercise the Option by means of a “net exercise” procedure.

(v)           Exchange Act Compliance. Notwithstanding the foregoing, the Company shall have the right to reject payment in the form of Stock or a “net exercise” if in the opinion of counsel for the Company, (i) it could result in a “recapture” problem under Section 16(b) of the Exchange Act; (ii) the shares of Stock may not be sold or transferred to the Company; or (iii) the transfer could create legal difficulties for the Company.

8.             Nonassignability. The Option shall not be assignable or transferable except by will or by the laws of descent and distribution in the event of the death of the Optionee, or as otherwise permitted by the Plan. The Option may be exercised during the Optionee’s lifetime only by the Optionee. No transfer of the Option by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will, if any, and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option.

9.             Optionee Representations. The Optionee hereby represents and warrants to the Company that:

(a)           The Optionee is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof other than a distribution that in the opinion of counsel for the Company would not violate the Act;

(b)           The Optionee understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold unless they are registered under the Act or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the Act;

(c)            In the Optionee’s negotiations with the Company, the Optionee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense.

(d)            The Optionee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Act or an exemption therefrom as provided herein.

10.          Restrictions on Transfer of Shares.

(a)           Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that he or she shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him or her without registration under the Act, or in the event that they are not so registered, unless (i) an exemption from the Act registration requirements is available thereunder and (ii) the Optionee has furnished the Company with notice of the proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem the proposed transfer to be exempt.

(b)           If the Option Shares have not been registered under the Act, the certificates evidencing the Option Shares may bear the following legends:

“The shares of Stock represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended, or under the Securities Act of any State. The shares of Stock represented by this Certificate may not be sold or transferred in the absence of an effective registration statement for the shares under the Securities Act of 1933, as amended, and such state laws as may be applicable, or an opinion of counsel satisfactory to the Company that registration is not required.”

“The shares represented by this Certificate have been acquired pursuant to the Franchise Group, Inc. 2019 Omnibus Incentive Plan, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

11.          No Right to Continued Employment or Service. Neither the Plan, the granting of this Award nor any other action taken pursuant to the Plan or this Award constitutes or is evidence of any agreement or understanding, express or implied, that the Optionee will remain employed with, or in service to, the Company or any Affiliate for any period of time or at any particular rate of compensation.

12.          Miscellaneous.

(a)           Notices. All notices, requests, deliveries, payments, demands and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent via registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses, or to such other address as either shall have specified by notice in writing to the other.

(b)           Conflict with the Plan. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall, in all respects, control.

(c)           Shareholder Rights. The Optionee shall not have any of the rights of a stockholder with respect to the Option Shares until the shares have been issued after the due exercise of the Option.

(d)           Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(e)           Entire Agreement. The terms of this Agreement, the Plan (and all documents referenced in the Plan) constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be amended in accordance with the terms of the Plan. The parties acknowledge that they have not relied upon any prior oral representations with respect to the subject matter hereof.

(f)             Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(g)           Governing Law. This Agreement shall be governed by the laws of the State of Delaware. Any dispute arising out of this Agreement shall be resolved in either the Delaware state courts or the United States District Court for the District of Delaware. The Participant hereby submits to the jurisdiction of these courts and agrees that venue properly lies in those courts with respect to any action, suit, claim or dispute arising under or with respect to this Agreement. The parties hereto waive any right they might have to a jury trial. The provisions of this Agreement are offered by each party as a material inducement to enter into this Agreement.

[Signatures on the following page]

In witness whereof, the parties hereto have signed this Agreement as of the day and year first written above.

Franchise Group, Inc.

_____________________________________

Name:
Title:

Optionee

_____________________________________

Exhibit 10.3

FORM OF

FRANCHISE GROUP, INC. 2019 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Agreement is made as of <<DATE>> by and between Franchise Group, Inc., a Delaware corporation (“Company”), and <<NAME>> (“Participant”).

Whereas, as of <<DATE>> (the “Date of Grant”), pursuant to the terms and conditions of the Franchise Group, Inc. 2019 Omnibus Incentive Plan (“Plan”), the Administrator of the Plan authorized the grant to the Participant of Restricted Stock Units (“RSUs”) upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan; and

Whereas, the Participant desires to acquire and accept the RSUs on the terms and conditions set forth in this Agreement.

IT IS AGREED:

1.             Grant of RSUs. The Company hereby grants the Participant <<NUMBER>> RSUs. Subject to the terms and conditions of the Plan and this Agreement, each RSU represents an unsecured promise of the Company to deliver, and the right of the Participant to receive, one (1) share of the Stock at the time and on the terms and conditions set forth herein. As a holder of RSUs, the Participant has only the rights of a general unsecured creditor of the Company. Capitalized terms used and not otherwise defined herein shall have the same meaning as set forth in the Plan.

2.             Vesting.

(a)           Vesting Schedule. These RSUs will vest in accordance with the vesting schedule below, provided the Participant remains continuously employed with, or in service to, the Company from the Date of Grant until such time:

(b)           Effect of Termination of Service. Except as may be provided in any employment agreement in effect between the Participant and the Company and except as provided below, the RSUs shall be forfeited as of the Participant’s Termination of Service to the extent not vested at such time.

Notwithstanding the foregoing, in the event the Participant’s Termination of Service is due to the Participant’s death or Disability, and at a time when the Participant’s employment could not have been terminated for Cause, the Participant shall become vested in a pro-rated portion of the RSUs subject to this Agreement. Such portion shall be equal to (i) the total number of RSUs multiplied by a fraction, the numerator of which is the number of days from the Date of Grant until the date of such death or termination due to Disability and the denominator of which is the total number of days from the Date of Grant until the third (3rd) anniversary of the Date of Grant, reduced by (ii) the RSUs which have previously vested.

(c)           Effect of Change of Control. The RSUs shall become vested in full upon a Change of Control. If, upon the Change of Control, the Stock is no longer traded on an established securities exchange, or the Award is assumed by another entity but will be settled in shares or other securities that are not traded on an established securities exchange, then the Company shall settle the Award by paying cash to the Participant as soon as practicable (and within thirty (30) days) after the Change of Control in an amount equal to the Fair Market Value (determined as of the date of the Change of Control) of the number of shares of Stock that are subject to the vested RSUs.

3.             Settlement of Award. Except as provided in Section 2(c), the Company shall issue to the Participant one (1) share of Stock for each RSU that has become vested and payable under Section 2 above and shall deliver to the Participant such shares as soon as practicable (and within thirty (30) days) after the applicable vesting date.

4.             Shareholder Rights. The Participant shall not have any rights as a shareholder with respect to shares of Stock subject to any RSUs until issuance of the shares of Stock. The Company may include on any certificates or notations representing shares of Stock issued pursuant to this Agreement such legends referring to any representations, restrictions or any other applicable statements as the Company, in its discretion, shall deem appropriate.

5.             Recoupment of RSUs.

(a)           Termination of Service for Cause. In the event the Participant’s Termination of Service is for Cause, the Participant will not be entitled to receive and will forfeit any shares of Stock that have not been delivered previously to the Participant (even if the RSUs previously vested). In addition, if the Participant’s Termination of Service is for reasons other than Cause, but after the date of such termination, the Company learns facts that would have permitted it to terminate the Participant’s service for Cause, then the Participant will not be entitled to receive and will forfeit any shares of Stock that have not been delivered previously to the Participant (even if the RSUs previously vested). The Participant also shall return to the Company the Fair Market Value of any Stock acquired via RSUs awarded hereunder to the Participant within the six (6) month period prior to the date of the Termination of Service or thereafter. In that event, the Participant hereby agrees to remit the Fair Market Value to the Company in cash within thirty (30) days of the Company's demand therefore. The Company, in its discretion, may require the Participant to return to the Company the Fair Market Value in the form of any Stock that the Participant still holds and that was acquired under the RSUs. Nothing herein impairs the right of the Company to recoup any other economic value of the RSUs as provided in Section 14(c)(iii) of the Plan.

(b)           Competing With the Company, Breach of Confidentiality. Following the Participant’s Termination of Service for any reason, the Administrator, in its discretion, may require the Participant to return to the Company the Fair Market Value of any Stock acquired via RSUs awarded hereunder within the six (6) month period prior to the date of the Participant’s Termination of Service or thereafter if the Participant at any time during the term of his or her employment or service with the Company and for an additional period of one (1) year thereafter, without the Company's prior written consent, directly or indirectly, engages in the business of or owns or controls an interest in (except as a passive investor owning less than two percent (2%) of the equity securities of a publicly owned corporation), or acts as a director, officer or employee of, or consultant to any partnership, joint venture, corporation or other business entity directly or indirectly engaged in any business that competes with the Company anywhere in the actual geographic location in which the Company conducts business in the United States at the time of the Participant’s Termination of Service. In that event, the Participant agrees to remit the Fair Market Value to the Company in the same manner as provided in Section 5(a).

The time period during which the restrictions set forth in this Section 5(b) apply shall be extended by the length of time during which the Participant violates the restrictions in any respect. Nothing herein impairs the right of the Company to recoup any other economic value of the RSUs as provided in Section 14(c)(iii) of the Plan.

6.             Cash Dividends. For so long as the Participant holds outstanding RSUs under this Agreement, if the Company pays any cash dividends on its Stock, then the Company will pay the Participant in cash, for each outstanding RSU covered by this Agreement as of the record date for such dividend, the per share amount of such dividend that the Participant would have received had the Participant owned the underlying shares of Stock as of the record date of the dividend if, and only if, the RSUs become earned and payable and the related shares of Stock are issued to the Participant. In that case, the Company shall pay such cash amounts to the Participant at the same time the related shares of Stock are delivered.

7.             Withholding Tax. If the Company is required to withhold any federal, state or local taxes with respect to the vesting of the RSUs or the issuance of shares hereunder, then the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to that amount. If permitted by the Company, tax withholding or payment obligations may be settled with Stock, including Stock that is otherwise issuable hereunder that gives rise to the withholding requirement. The obligations of the Company under the Plan and pursuant to this Agreement shall be conditioned upon that payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant from the Company or any Affiliate.

8.             Nonassignability. The Award shall not be assignable or transferable except by will or by the laws of descent and distribution in the event of the death of the Participant. No transfer of the Award by the Participant by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will, if any, and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Award.

9.             Participant Representations. The Participant hereby represents and warrants to the Company that:

(a)           The Participant is acquiring the RSUs and shall acquire any Stock hereunder for his or her own account and not with a view towards the distribution thereof other than a distribution that in the opinion of counsel for the Company would not violate the Act;

(b)           The Participant understands that he or she must bear the economic risk of the investment in the Stock awarded, which cannot be sold unless they are registered under the Act or an exemption therefrom is available thereunder and that the Company is under no obligation to register the RSUs for sale under the Act;

(c)           In the Participant’s negotiations with the Company, the Participant has had both the opportunity to ask questions and receive answers from the officers and employees of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense.

(d)           The Participant is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of any shares of Stock in the absence of registration under the Act or an exemption therefrom as provided herein.

10.          Restrictions on Transfer of Shares.

(a)           Anything in this Agreement to the contrary notwithstanding, the Participant hereby agrees that he or she shall not sell, transfer by any means or otherwise dispose of the shares of Stock acquired hereunder by him or her without registration under the Act, or in the event that they are not so registered, unless (i) an exemption from the Act registration requirements is available thereunder and (ii) the Participant has furnished the Company with notice of the proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem the proposed transfer to be exempt.

(b)           If the shares of Stock have not been registered under the Act, the certificates evidencing the shares of Stock may bear the following legends:

“The shares of Stock represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended, or under the Securities Act of any State. The shares of Stock represented by this Certificate may not be sold or transferred in the absence of an effective registration statement for the shares under the Securities Act of 1933, as amended, and such state laws as may be applicable, or an opinion of counsel satisfactory to the Company that registration is not required.”

“The shares represented by this Certificate have been acquired pursuant the Franchise Group, Inc. 2019 Omnibus Incentive Plan, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

11.          No Right to Continued Employment or Service. Neither the Plan, the granting of this Award nor any other action taken pursuant to the Plan or this Award constitutes or is evidence of any agreement or understanding, express or implied, that the Participant will remain employed with, or in service to, the Company for any period of time or at any particular rate of compensation.

12.          Miscellaneous.

(a)           Notices. All notices, requests, deliveries, payments, demands and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent via registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses, or to such other address as either shall have specified by notice in writing to the other.

(b)           Conflict with the Plan. In the event of a conflict between the provisions of the Plan and the provisions of the Agreement, the provisions of the Plan shall, in all respects, control.

(c)           Shareholder Rights. The Participant shall not have any of the rights of a stockholder with respect to the RSUs until the shares have been issued as provided herein.

(d)           Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(e)           Entire Agreement. The terms of this Agreement and the Plan (and all documents referenced in the Plan) constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended except by a writing executed by the Participant and the Company. The parties acknowledge that they have not relied upon any prior oral representations with respect to the subject matter hereof.

(f)             Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(g)           Governing Law. This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law applies. Any dispute arising out of this Agreement shall be resolved in either the Delaware state court or the United States District Court for the District of Delaware. The Participant hereby submits to the jurisdiction of these courts and agrees that venue properly lies in those courts with respect to any action, suit, claim or dispute arising under or with respect to this Agreement. The parties hereto waive any right they might have to a jury trial. The provisions of this Agreement are offered by each party as a material inducement to enter into this Agreement.

[Signatures on the following page]

In witness whereof, the parties hereto have signed this Agreement as of the day and year first written above.

Franchise Group, Inc.

_______________________________

Name:
Title:

Participant

______________________________

Exhibit 10.4

FORM OF

FRANCHISE GROUP, INC. 2019 OMNIBUS INCENTIVE PLAN

PERFORMANCE RESTRICTED STOCK UNIT AWARD MEMORANDUM

Performance Formula:

<<PERFORMANCE FORMULA>>

Performance Goal:

Performance will be measured as the absolute Total Shareholder Return (“TSR”) of the Company over the Performance Period, calculated as follows:

<<PERFORMANCE GOAL>>

The “Starting Price” is the average closing price of a Share during the 30 calendar days ending September 30, 2019. The “Ending Price” is the average closing price of a Share during the 30 calendar days ending on the last day of the Performance Period. “Dividends Paid” includes all cash dividends paid with respect to one Share during the Performance Period.

The TSR of the Company over the Performance Period will be measured against the peer group of companies selected by the Compensation Committee that is in effect on the Date of Grant.

Adjustments

At any time before the Shares are issued, the Administrator may adjust the Performance Goals and/or the number of PRSUs that are earned or vested with respect to the Performance Period if it determines, in its sole discretion, that such adjustments are necessary or equitable, including, without limitation, to reflect (i) a merger, acquisition, divestiture or other similar transaction, or (ii) any other event or circumstance affecting the Performance Goal.

FORM OF

FRANCHISE GROUP, INC. 2019 OMNIBUS INCENTIVE PLAN

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

This Agreement is made as of <<DATE>> by and between Franchise Group, Inc., a Delaware corporation (“Company”), and <<NAME>> (“Participant”).

Whereas, as of <<DATE>> (the “Date of Grant”), pursuant to the terms and conditions of the Franchise Group, Inc. 2019 Omnibus Incentive Plan (“Plan”), the Administrator of the Plan authorized the grant to the Participant of Performance Restricted Stock Units (“PRSUs”) upon the terms and conditions set forth in this Agreement and the attached Award Memorandum and subject to the terms of the Plan; and

Whereas, the Participant desires to acquire and accept the PRSUs on the terms and conditions set forth in this Agreement.

IT IS AGREED:

1.             Grant of PRSUs. The Company hereby grants the Participant the number of Target PRSUs set forth in the Award Memorandum (this “Award”). Subject to the terms and conditions of the Plan, and this Agreement, each PRSU represents an unsecured promise of the Company to deliver, and the right of the Participant to receive, one (1) share of Stock at the time and on the terms and conditions set forth herein and in the Award Memorandum, contingent upon the achievement of the Performance Goal during the Performance Period (both as defined in the Award Memorandum). As a holder of PRSUs, the Participant has only the rights of a general unsecured creditor of the Company. Capitalized terms used and not otherwise defined herein shall have the same meaning as set forth in the Plan or the Award Memorandum.

2.             Vesting.

(a)           Vesting. Subject to Section 5(a), if the Participant remains continuously employed with, or in service to, the Company through the end of the Performance Period, then the number of PRSUs earned shall vest in full.

(b)           Effect of Termination of Service. Except as may be provided in any employment agreement in effect between the Participant and the Company and except as provided below, if the Participant’s Termination of Service occurs prior to the end of the Performance Period, then the PRSUs shall be forfeited as of the Participant’s Termination of Service.

Notwithstanding the foregoing, in the event the Participant’s Termination of Service prior to the end of the Performance Period is due to the Participant’s death or Disability, and at a time when the Participant’s employment could not have been terminated for Cause, the Participant shall become vested in a pro-rated portion of the PRSUs that are earned pursuant to this Agreement (based on performance), with such pro-ration determined based on the number of days in the Performance Period that the Participant was employed until the date of such death or termination due to Disability.

(c)           Effect of Change of Control. If a Change of Control occurs prior to the end of the Performance Period, then (i) if the Participant is still employed by, or in service to, the Company immediately prior to the Change of Control, the PRSUs shall become vested in full (determined as if the target performance goal had been met) upon the Change of Control, or (ii) if the Participant has experienced a Termination of Service due to death or Disability, then the Participant shall become vested upon the Change of Control in a pro-rated portion of the PSRUs, as determined pursuant to subsection (b) above, determined as if the target performance goal had been met.

If, upon the Change of Control, the Stock is no longer traded on an established securities exchange, or the Award is assumed by another entity but will be settled in shares or other securities that are not traded on an established securities exchange, then the Company shall settle the Award by paying cash to the Participant as soon as practicable (and within thirty (30) days) after the Change of Control in an amount equal to the Fair Market Value (determined as of the date of the Change of Control) of the number of shares of Stock that are subject to the vested PRSUs.

3.             Settlement of Award. Except as provided in Section 2(c), the Company shall issue to the Participant one (1) share of Stock for each PRSU that has become earned and vested and shall deliver to the Participant such shares as soon as practicable (and within thirty (30) days) following certification of the level of achievement of the Performance Goal by the Administrator.

4.             Shareholder Rights. The Participant shall not have any rights as a shareholder with respect to shares of Stock subject to any PRSUs until issuance of the shares of Stock. The Company may include on any certificates or notations representing shares of Stock issued pursuant to this Agreement such legends referring to any representations, restrictions or any other applicable statements as the Company, in its discretion, shall deem appropriate.

5.             Effect of Termination of Service for Cause; Recoupment.

(a)           Termination of Service for Cause. In the event the Participant’s Termination of Service is for Cause at any time prior to the settlement of this Award, the Participant will not be entitled to receive and will forfeit any shares of Stock that have not been delivered previously to the Participant (even if the PRSUs were previously earned and vested). In addition, if the Participant’s Termination of Service is for reasons other than Cause, but after the date of such termination, the Company learns facts that would have permitted it to terminate the Participant’s service for Cause at any time prior to settlement of this Award, then the Participant will not be entitled to receive and will forfeit any shares of Stock that have not been delivered previously to the Participant (even if the PRSUs were previously earned and vested). The Participant also shall return to the Company the Fair Market Value of any Stock acquired via PRSUs awarded hereunder within the six (6) month period prior to the date of the Termination of Service or thereafter. In that event, the Participant hereby agrees to remit the Fair Market Value to the Company in cash within thirty (30) days of the Company's demand therefore. The Company, in its discretion, may require the Participant to return to the Company the Fair Market Value in the form of any Stock that the Participant still holds and that was acquired under the PRSUs. Nothing herein impairs the right of the Company to recoup any other economic value of the PRSUs as provided in Section 14(c)(iii) of the Plan.

(b)           Competing With the Company, Breach of Confidentiality. Following the Participant’s Termination of Service for any reason, the Administrator, in its discretion, may require the Participant to return to the Company the Fair Market Value of any Stock acquired via PRSUs awarded hereunder within the six (6) month period prior to the date of the Participant’s Termination of Service or thereafter if the Participant at any time during the term of his or her employment or service with the Company and for an additional period of one (1) year thereafter, without the Company's prior written consent, directly or indirectly, engages in the business of or owns or controls an interest in (except as a passive investor owning less than two percent (2%) of the equity securities of a publicly owned corporation), or acts as a director, officer or employee of, or consultant to any partnership, joint venture, corporation or other business entity directly or indirectly engaged in any business that competes with the Company anywhere in the actual geographic location in which the Company conducts business in the United States at the time of the Participant’s Termination of Service. In that event, the Participant agrees to remit the Fair Market Value to the Company in the same manner as provided in Section 5(a).

The time period during which the restrictions set forth in this Section 5(b) apply shall be extended by the length of time during which the Participant violates the restrictions in any respect. Nothing herein impairs the right of the Company to recoup any other economic value of the PRSUs as provided in Section 14(c)(iii) of the Plan.

6.             Cash Dividends. For so long as the Participant holds outstanding PRSUs under this Agreement, if the Company pays any cash dividends on its Stock, then the Company will pay the Participant in cash, for each outstanding PRSU covered by this Agreement as of the record date for such dividend, the per share amount of such dividend that the Participant would have received had the Participant owned the underlying shares of Stock as of the record date of the dividend if, and only if, the PRSUs become earned and vested and the related shares of Stock are issued to the Participant. In that case, the Company shall pay such cash amounts to the Participant at the same time the related shares of Stock are delivered.

7.             Withholding Tax. If the Company is required to withhold any federal, state or local taxes with respect to PRSUs earned and vested or the issuance of shares hereunder, then the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to that amount. If permitted by the Company, tax withholding or payment obligations may be settled with Stock, including Stock that is otherwise issuable hereunder that gives rise to the withholding requirement. The obligations of the Company under the Plan and pursuant to this Agreement shall be conditioned upon that payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant from the Company or any Affiliate.

8.             Nonassignability. The Award shall not be assignable or transferable except by will or by the laws of descent and distribution in the event of the death of the Participant. No transfer of the Award by the Participant by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will, if any, and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Award.

9.             Participant Representations. The Participant hereby represents and warrants to the Company that:

(a)           The Participant is acquiring the PRSUs and shall acquire any Stock hereunder for his or her own account and not with a view towards the distribution thereof other than a distribution that in the opinion of counsel for the Company would not violate the Act;

(b)           The Participant understands that he or she must bear the economic risk of the investment in the Stock awarded, which cannot be sold unless they are registered under the Act or an exemption therefrom is available thereunder and that the Company is under no obligation to register the PRSUs or Stock deliverable hereunder for sale under the Act;

(c)           In the Participant’s negotiations with the Company, the Participant has had both the opportunity to ask questions and receive answers from the officers and employees of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense; and

(d)           The Participant is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of any shares of Stock in the absence of registration under the Act or an exemption therefrom as provided herein.

10.          Restrictions on Transfer of Shares.

(a)           Anything in this Agreement to the contrary notwithstanding, the Participant hereby agrees that he or she shall not sell, transfer by any means or otherwise dispose of the shares of Stock acquired hereunder by him or her without registration under the Act, or in the event that they are not so registered, unless (i) an exemption from the Act registration requirements is available thereunder and (ii) the Participant has furnished the Company with notice of the proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem the proposed transfer to be exempt.

(b)           If the shares of Stock have not been registered under the Act, the certificates evidencing the shares of Stock may bear the following legends:

“The shares of Stock represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended, or under the Securities Act of any State. The shares of Stock represented by this Certificate may not be sold or transferred in the absence of an effective registration statement for the shares under the Securities Act of 1933, as amended, and such state laws as may be applicable, or an opinion of counsel satisfactory to the Company that registration is not required.”

“The shares represented by this Certificate have been acquired pursuant the Franchise Group, Inc. 2019 Omnibus Incentive Plan, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

11.          No Right to Continued Employment or Service. Neither the Plan, the granting of this Award nor any other action taken pursuant to the Plan, the Award Memorandum, or this Agreement constitutes or is evidence of any agreement or understanding, express or implied, that the Participant will remain employed with, or in service to, the Company for any period of time or at any particular rate of compensation.

12.          Miscellaneous.

(a)           Notices. All notices, requests, deliveries, payments, demands and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent via registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses, or to such other address as either shall have specified by notice in writing to the other.

(b)           Conflict with the Plan. In the event of a conflict between the provisions of the Plan, the provisions of the Award Memorandum, and the provisions of the Agreement, the provisions of the Plan shall, in all respects, control.

(c)           Shareholder Rights. The Participant shall not have any of the rights of a stockholder with respect to the PRSUs until the shares have been issued as provided herein.

(d)           Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(e)           Entire Agreement. The terms of this Agreement, the Award Memorandum, and the Plan (and all documents referenced in the Plan) constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended except by a writing executed by the Participant and the Company. The parties acknowledge that they have not relied upon any prior oral representations with respect to the subject matter hereof.

(f)             Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(g)           Governing Law. This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law applies. Any dispute arising out of this Agreement shall be resolved in either the Delaware state court or the United States District Court for the District of Delaware. The Participant hereby submits to the jurisdiction of these courts and agrees that venue properly lies in those courts with respect to any action, suit, claim or dispute arising under or with respect to this Agreement. The parties hereto waive any right they might have to a jury trial. The provisions of this Agreement are offered by each party as a material inducement to enter into this Agreement.

[Signatures on the following page]

In witness whereof, the parties hereto have signed this Agreement as of the day and year first written above.

Franchise Group, Inc.

_______________________________

Name:
Title:

Participant

______________________________

9