Employee Retention Plan
SHF Holdings, Inc.
SHF, LLC
AMENDED AND RESTATED
EMPLOYEE RETENTION PLAN
**Section 1. **Purpose.
The purpose of this Plan is to motivate and reward certain employees of the Company, identified herein as the Participants, to continue in the service of the Company by providing each Participant with the opportunity to receive a Retention Incentive who remains actively employed by the Company until the applicable Retention Date and through the payment of the Retention Incentive. In the event the Participant remains an active employee of the Company through the applicable Retention Date, the Employee will be eligible to receive the Retention Incentive subject to the terms and conditions of this Plan and the Retention Agreement. Notwithstanding the foregoing, in the event a Participant is terminated other than for Cause within ninety (90) days prior to the occurrence of a Change in Control, such Participant shall be entitled to receive the Retention Incentive related to such Change in Control. The payment of any Retention Incentive under this Plan shall be subject to the satisfaction in full of all of the terms and conditions stated in this Plan and the Retention Agreement.
**Section 2. **Definitions.
For purposes of this Plan, the following terms shall have the following meanings:
2.1 “Base Salary” shall mean a Participant’s base salary.
2.2 “Board” shall mean the Board of Directors of HoldCo or the Manager of the Company, as the case may be.
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