FIRST AMENDMENT TO
MARLIN BUSINESS SERVICES CORP.
2019 EQUITY COMPENSATION PLAN
This First Amendment
(this “
Amendment
”) to the
Marlin Business Services
Corp. 2019 Equity
Compensation Plan (as
in
effect from time
to time, the
“
Plan
”), shall be
effective on June
2, 2021, subject
to approval by
the Company’s shareholders.
Capitalized terms used herein, but not otherwise defined
herein, have the respective meanings ascribed
to them in the Plan.
WHEREAS,
pursuant
to
Section 19
of
the
Plan,
the
Board
desires
to
amend
Section 3(a)
of
the
Plan
to
increase
the
maximum number of shares of Company Stock that may be issued pursuant
to Grants under the Plan.
NOW THEREFORE, it is hereby acknowledged and agreed that:
1.
.
The
first
sentence
of
Section
3(a) of
the
Plan
is
hereby
amended and
restated
in
its
entirety
as
follows:
Subject
to
adjustment
as
described
below,
a
total
of
867,331
shares
of
common stock
of
the
Company (“Company
Stock”) shall be authorized for Grants under the Plan, less one (1) share for every one (1) share granted under the Plan
after April 1, 2021 and prior to June 2, 2021 (the “Plan Limit”).
2.
Limits on Incentive Stock
Options.
The last sentence of
Section 5(h) of the
Plan is hereby
amended and restated in
its
entirety as follows:
The aggregate
number of
shares of
Company Stock
that may
be issued
under the
Plan as
Incentive Stock
Options is
867,331 shares, and all shares issued under the Plan as Incentive Stock Options
shall count against the Plan Limit.
3.
Reference
to and
Effect on
the Plan
. Except
as specifically
amended hereby,
the Plan
shall remain
in full
force and
effect and otherwise unmodified. All references in the Plan to the “Plan” shall mean
the Plan as amended hereby.