WESTWOOD HOLDINGS GROUP, INC.

PROXY STATEMENT FOR

~~2019~~2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON ~~[April 24, 2019]~~April 27, 2022

GENERAL QUESTIONS AND ANSWERS

The following questions and answers are intended to provide brief answers to frequently asked questions concerning the proposals described in this proxy statement and the proxy solicitation process. These questions and answers do not, and are not intended to, address all the questions that may be important to you. You should carefully read the remainder of this proxy statement. This proxy statement and the accompanying proxy card are being mailed to the stockholders of Westwood Holdings Group, Inc. ("Westwood," the "Company," "we," "us" or "our") on or about ~~[ ].~~March 22, 2022.

~~The Annual Meeting~~

THE ANNUAL MEETING



Q:			When and where is the annual meeting?



A:			The annual meeting will be held virtually on Wednesday, ~~[April 24, 2019],~~April 27, 2022, at 10:00 a.m., Central Time, at ~~The Crescent Club, 200 Crescent Court, Suite 1700, Dallas, Texas 75201.~~www.virtualshareholdermeeting.com/WHG2022.



Q:			What am I being asked to vote on?



A:	Our stockholders are being asked to vote on the following proposals at the annual meeting:
	•	Proposal 1 - To elect six directors to hold office until the next annual meeting of Westwood’s stockholders and until their respective successors shall have been duly elected and qualified; and
	•	Proposal 2 - To ratify the appointment of Deloitte & Touche LLP ("Deloitte") as Westwood’s independent auditors for the year ending December 31, ~~2019;~~2022; and
	•	Proposal 3 - To approve the ~~Sixth~~First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan; and
	•	Proposal 4 - To cast a non-binding, advisory vote on the Company's executive compensation; and
	•	Proposal 5 - To approve ~~an amendment~~amendments to ~~each of~~ the ~~Company's~~Company’s Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation" or the "Certificate"), to eliminate supermajority voting requirements to amend the Certificate and the Company’s Amended and Restated Bylaws, as ~~amended.~~amended (the "Bylaws").



Q:			How does the Board of Directors recommend that I vote?



A:			The Board of Directors recommends that you vote your shares (i) "FOR" each of the six director nominees for election to the Board of Directors, (ii) "FOR" the ratification of the appointment of Deloitte ~~& Touche LLP~~ as Westwood’s independent auditors for the year ending December 31, ~~2019,~~2022, (iii) "FOR" the approval of the ~~Sixth~~First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, (iv) "FOR" the approval, on a non-binding, advisory basis, of the ~~Company's~~Company’s executive compensation, and (v) "FOR" the approval of ~~the~~ amendments to ~~each of~~ the ~~Company's Amended and Restated~~ Certificate of Incorporation ~~as amended~~to eliminate supermajority voting requirements to amend the Certificate and the ~~Company's Amended and Restated Bylaws, as amended.~~Bylaws.
			If you submit your properly executed proxy without voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.



Q:			Who is entitled to vote at the annual meeting?



A:			Stockholders of record at the close of business on March ~~4, 2019~~1, 2022 (the "record date") are entitled to notice of, and to vote at, the virtual annual meeting and any adjournments or postponements thereof. A holder of shares of our common stock as of the record date is entitled to one vote ~~in person~~at the meeting or by proxy for each share of common stock owned by such holder on all matters properly brought before the annual meeting or at any adjournments or postponements thereof. As of March ~~4, 2019,~~1, 2022, there were ~~9,034,902~~8,649,389 shares of common stock outstanding and entitled to vote on each of the proposals.



Q:			What constitutes a quorum?



A:			We must have a quorum in order to carry onout the business of the annual meeting. This means at least a majority of the shares of common stock outstanding as of the record date must be represented at the annual meeting, either by proxy or ~~in person.~~virtually. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the annual meeting for purposes of determining whether a quorum exists.



Q:			What is the difference between holding shares as a "stockholder of record" and as a "beneficial owner"?



A:			Stockholder of Record: A stockholder of record holds shares registered directly in the stockholder's name with our transfer agent. As a stockholder of record, you have the right to grant your voting proxy directly to us in accordance with the procedures described below or to vote ~~in person~~virtually at the annual meeting.
			Beneficial Owner: If your shares are held through a bank, broker or other nominee, you are the "beneficial owner" of shares held in "street name," and these proxy materials are being forwarded to you by your bank, broker or other nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by completing the instructions provided to you by your bank, broker or other nominee. However, since you are not a stockholder of record, you may not virtually vote these shares ~~in person~~ at the annual meeting unless you obtain a valid proxy from your bank, broker or other nominee (who must be the stockholder of record) giving you the right to vote the shares.



Q:			What is a broker non-vote?



A:			Generally, a broker non-vote occurs when a bank, broker or other nominee that holds shares in "street name" for customers is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker or other nominee how to vote, and (ii) the bank, broker or other nominee lacks discretionary voting power to vote such shares. A bank, broker or other nominee does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares.
			Under applicable rules, Proposals 1, 3, 4 and 5 are considered "non-routine" matters, on which banks, brokers and other nominees are not allowed to vote unless they have received voting instructions from the beneficial owners of such shares. The proposal to ratify the appointment of Deloitte ~~& Touche LLP~~ as Westwood’s independent auditors for the year ending December 31, ~~2019~~2022 (Proposal 2) is considered a routine matter on which banks, brokers and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Your bank, broker or other nominee will send you instructions on how you can instruct them to vote on Proposal 2. If you do not provide voting instructions, your bank, broker or other nominee will have discretionary authority to vote your shares with respect to Proposal 2.



Q:			What vote is required to approve each proposal?



A:			Proposal 1: The election of directors requires the affirmative "FOR" vote of a ~~plurality~~majority of the shares ~~represented~~present in person (or virtually) or represented by proxy and entitled to vote on the election of directors at the annual meeting ~~and entitled to vote. This means that the six director nominees who receive the most votes will be elected.~~at which a quorum is present. You may vote ~~"FOR"~~"FOR," “AGAINST” or ~~"WITHHOLD"~~"ABSTAIN" with respect to the election of each ~~director. As~~director nominee. Abstentions will have the ~~election~~effect of ~~directors is~~votes “AGAINST” a ~~non-routine matter under applicable rules, your bank,~~director nominee and broker ~~or other nominee cannot vote without instructions from you. Therefore, only "FOR" votes~~non-votes will ~~be counted in determining whether a plurality has been cast in favor of a director. Broker non-votes and "WITHHOLD" votes will not affect~~have no effect on the outcome onof the election of directors.
			Proposal 2: The ratification of the appointment of Deloitte ~~& Touche LLP~~ as Westwood’s independent auditors for the year ending December 31, ~~2019~~2022 requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to the ratification of our auditors. This proposal is considered a “routine” matter under applicable rules on which banks, brokers and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Abstentions will have no effect on the outcome of this proposal.
			Proposal 3: The approval of the ~~Sixth~~First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to this proposal. As the approval of Proposal 3 is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. A broker non-vote is not a vote cast under applicable law or applicable NYSE rules and will have no effect on the outcome of this proposal. An abstention, however, is a vote cast under ~~current~~applicable NYSE rules and, as a result, abstentions will have the effect of ~~a vote~~votes "AGAINST" ~~this proposal. A broker non-vote, however, is not a vote cast under current NYSE rules, and, as a result, will have no effect on the outcome of~~ this proposal.
			Proposal 4: The non-binding, advisory vote on the Company's executive compensation requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to this proposal. As the advisory vote on the Company's executive compensation is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. ~~Broker~~Abstentions and broker non-votes ~~and abstentions~~ will have no effect on the outcome of this proposal.



	Proposal 5: The approval of the proposed amendments to ~~each of~~ the ~~Amended and Restated~~ Certificate of Incorporation ~~as amended and Amended and Restated Bylaws, as amended~~ requires the affirmative "FOR" vote of the holders of ~~at least two-third~~not less than two-thirds (2/3) of the voting power of the outstanding shares of common stock. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to this proposal. As the approval of the proposed amendments to the ~~Amended and Restated~~ Certificate of Incorporation ~~as amended, and Amended and Restated Bylaws, as amended, are~~is a non-routine ~~matters~~matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. Abstentions and broker non-votes will have the effect of ~~a vote "AGAINST"~~votes “AGAINST” this proposal.

PROCEDURES FOR VOTING

~~Procedures for Voting~~



Q:			Who is entitled to vote?



A:			Only stockholders of record as of the close of business on March ~~4, 2019,~~1, 2022, the record date, will be entitled to vote on the proposals at the annual meeting. Each share of common stock is entitled to one vote.



Q:			How do I vote?



A:			If you are the record holder of your shares, you can vote by attending the annual virtual meeting ~~in person~~ or by completing, signing and returning your proxy card in the enclosed postage-paid envelope. You can also vote by Internet at ~~www.voteproxy.com~~www.virtualshareholdermeeting.com/WHG2022 using the control number shown on your proxy card or voting instruction card.
			If your shares are held by your broker as your nominee (that is, in "street name"), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If your shares are held in street name, your proxy card may contain instructions from your broker that allow you to vote your shares using the Internet or telephone. Please consult with your broker if you have any questions regarding the electronic voting of your shares held in street name.



Q:			Is my proxy revocable and can I change my vote?



A:	If you are a stockholder of record you may revoke your proxy at any time before it is officially voted by doing one of the following:
	•	Sending a written notice revoking your proxy to Julie K. Gerron, our Corporate Secretary, at 200 Crescent Court, Suite 1200, Dallas, Texas 75201;
	•	Signing and mailing to us a proxy bearing a later date;
	•	Changing your vote by Internet (if you voted by Internet); or
	•	Attending our virtual annual meeting and voting ~~in person.~~then.

	If you are not a stockholder of record, but instead hold your shares in "street name" through a bank, broker or other nominee, the above-described options for revoking your proxy do not apply. Instead, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy and submit new voting instructions.



Q:			Is my vote confidential?



A:			Yes. Only the inspector of votes and certain of our employees will have access to your proxy card. All comments will remain confidential, unless you ask that your name be disclosed.

~~Our Current Stock Ownership~~

OUR CURRENT STOCK OWNERSHIP



Q:			What percentage of stock do the directors and executive officers own?



A:			Collectively, our executive officers and directors beneficially owned approximately ~~880,542~~1,021,617 shares, or approximately ~~9.7%~~11.8%, of our outstanding common stock as of March ~~4, 2019.~~1, 2022.
			We believe that our executive officers and directors intend to vote their shares of our common stock on each of the proposals presented in this proxy statement as recommended by the Board of Directors.



Q:			Who are the largest principal stockholders?



A:			Based on our review of Schedule 13G, Schedule 13D and Form 13F filings, as of March ~~4, 2019,~~1, 2022, the ten institutional stockholders with the largest percentage ownership of our outstanding common stock were ~~BlackRock, Inc. (8.1%~~JCP Investment Management, LLC (9.9%), ~~Wells Fargo & Company (8.0%~~Allspring Global Investments Holding LLC (6.8%), Renaissance Technologies LLC (6.1%), GAMCO Investors, Inc. ~~(6.2%~~(5.2%), ~~Conestoga Capital Advisors, LLC (5.6%~~DePrince, Race & Zollo, Inc. (4.9%), ~~Renaissance Technologies LLC (5.5%~~The Vanguard Group, Inc. (4.1%), Dimensional Fund Advisors LP ~~(4.1%~~(3.2%), ~~The Vanguard Group, Inc. (4.0%~~Luther King Capital Management Corp (2.9%), ~~Royce & Associates, LP (2.2%), SSgA Funds Management Inc. (1.7%~~Ancora Advisors LLC (2.6%) and ~~DePrince, Race & Zollo, Inc. (1.4%~~BlackRock Fund Advisors (2.2%).
			Brian O. Casey, our President and Chief Executive Officer, owned ~~3.7%~~4.5%, and Susan M. Byrne, our Vice Chairman, owned ~~2.7% and Mark R. Freeman, our former Chief Investment Officer, owned 1.0%,~~3.0% of our outstanding common stock as of March ~~4, 2019.~~1, 2022. Our employees and directors, including ~~Ms. Byrne and Messrs.~~Mr. Casey, ~~and Freeman,~~ collectively owned approximately ~~[21%]~~22% of our outstanding common stock as of March ~~4, 2019.~~1, 2022.

~~Other Information~~OTHER INFORMATION



Q:	~~What is the deadline to propose actions for consideration at the 2019 annual meeting of stockholders?~~



A:	To be included in the proxy statement for the 2020 annual meeting, stockholder proposals must be in writing and must be received by Westwood at our principal executive office at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, Attn: Corporate Secretary, no later than November 18, 2019. In addition, such stockholder proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials.
	If a stockholder intends to present a proposal at the 2020 annual meeting, but does not seek to include the proposal in the 2020 proxy statement, notice of the proposal must be received by Westwood at our principal executive offices at least 45 calendar days before the date of this proxy statement, or your proxy will confer discretionary authority on the person(s) named in the form of proxy for the 2020 annual meeting to vote on the proposal if it is properly presented for consideration at the meeting.



Q:	~~How may I recommend or nominate individuals to serve as directors, and what is the deadline to propose or nominate individuals to serve as directors?~~



A:	You may propose director candidates for consideration by the Governance/Nominating Committee of our Board of Directors. Any such recommendations must be in writing to our Corporate Secretary at our principal executive office and received at least 120 calendar days before the one-year anniversary of the date that the proxy statement for the previous year’s annual meeting was released to stockholders. However, if we did not hold an annual meeting during the previous year or if the date of the current year’s annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before we begin to print and mail our proxy materials.
	For the 2020 annual meeting, the deadline for proposing or nominating individuals to serve as director is November 18, 2019. Director candidates recommended by stockholders are evaluated by the Governance/Nominating Committee based on the same criteria applied by the Governance/Nominating Committee to director candidates identified by that committee. To be valid, a stockholder’s notice to the Corporate Secretary must set forth specified information, as further described in "Corporate Governance Information—Director Nominees."



Q:			Who is soliciting my proxy and who will pay the solicitation expenses?



A:			The Company is soliciting your proxy by and on behalf of our Board of Directors, and we will pay the cost of preparing and distributing this proxy statement and the cost of soliciting votes. We will reimburse stockbrokers and other custodians, nominees and fiduciaries for forwarding proxy and solicitation material to the owners of our common stock.



Q:			Who can help answer my additional questions?



A:			Stockholders who would like additional copies, without charge, of this proxy statement or have additional questions about this proxy statement, including the procedures for voting their shares, should contact:
			Terry Forbes, Chief Financial Officer & Treasurer Westwood Holdings Group, Inc. 200 Crescent Court, Suite 1200 Dallas, Texas 75201 Telephone: (214) 756-6900

This question and answer section is qualified in its entirety by the more detailed information contained in this proxy statement.

This proxy statement contains important information that should be read before you vote on the proposals herein. You are strongly urged to read this proxy statement in its entirety. You are also strongly urged to read our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2021, filed with the Securities and Exchange Commission ("SEC") on ~~February 21, 2019~~March 4, 2022 (the ~~"2018~~"2021 Form 10-K"), which is being sent to you with this proxy statement.

PROPOSAL 1:

Election of Directors

Our ~~bylaws~~Bylaws provide that the Board of Directors of the Company (the "Board") will consist of between three and eleven directors, as may be determined from time to time by resolution of the Board. The Board has previously set the number of directors at eight but reduced the number of directors to six for the current term. The terms of the ~~eight~~six incumbent directors expire at the ~~2019~~2022 Annual Meeting. Each director elected at the ~~2019~~2022 Annual Meeting will serve until the ~~2020~~2023 Annual Meeting and thereafter until his or her successor has been elected and qualified or until the director's earlier death, resignation or removal. The Board of Directors has nominated the nominees listed below. Each nominee has consented to being named in this proxy statement and to serve if elected.

We have no reason to believe that any of the nominees will not serve if elected but, if any of them should become unavailable to serve as a director, and if the Board of Directors designates a substitute nominee, the persons named in the accompanying proxy will vote for the substitute nominee designated by the Board of Directors, unless a contrary instruction is given in the proxy.

Each stockholder is entitled to cast one vote for each director nominee per share of common stock held by them at the close of business on March ~~4, 2019. A plurality~~1, 2022. The affirmative “FOR” vote of a majority of the shares ~~represented~~present in person (or virtually) or represented by proxy ~~at the annual meeting~~ and entitled to vote on the election of directors is required for the election of directors. ~~This means that~~Stockholders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the ~~six~~election of each director ~~nominees who receive~~nominee. Abstentions will have the ~~most~~same effect as votes ~~will be elected. Votes may be cast in favor of~~against a director nominee ~~or withheld. Stockholders may withhold authority to vote for any individual nominee by marking "FOR ALL EXCEPT"~~ and ~~then filling in the circle next to such director's name in the space provided for such purpose on the proxy card. Broker~~broker non-votes ~~and votes that are withheld will be excluded entirely from the vote and~~ will have no ~~effect. Votes that are withheld for a particular nominee will be excluded from~~effect on the ~~vote for that nominee only.~~outcome of the election of directors.

Nominees

The persons nominated to be directors are listed below. The following information is submitted concerning the nominees for election as directors:

Name

Age

Position(s) With Westwood

Brian O. Casey

5558

President, Chief Executive Officer and Director

Richard M. Frank

7174

Chairman of the Board of Directors

Susan M. Byrne

7275

Vice Chairman of the Board of Directors

Ellen H. Masterson

6871

Director

Geoffrey R. Norman

7578

Director

~~Raymond E. Wooldridge~~Randy A. Bowman

8058

Director

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR THE APPROVAL OF EACH OF THE DIRECTOR NOMINEES.

The biographical information for each director nominee is set forth below.

Brian O. Casey has served Westwood as Chief Executive Officer of Westwood since January 2006, as President and a director since its inception in December 2001, as Secretary from December 2001 to March 2014, and as Chief Operating Officer from 2001 to 2005. Mr. Casey has served as Chief Executive Officer of Westwood Management since January 2006, as President since 2002, and as a director since 2000. Mr. Casey served as Chief Operating Officer of Westwood Management from 2000 to 2005, as Executive Vice President from 2000 to 2002, and as Vice President from 1992 to 1996. Mr. Casey has served as director of Westwood Trust since 1996 and also served as President of Westwood Trust from 1996 to 2013. Since 2002, Mr. Casey has served on the Tartan Board of Directors, a group exclusively devoted ~~exclusively~~ to raising money for the Texas Scottish Rite Hospital for Children. ~~From 2008 until 2017,~~In 2020, he ~~served on~~rejoined the board of the Baylor Health Care System Foundation, which helps raise money to support Baylor Health Care ~~System's~~System’s mission of patient care, education, research and community service. Mr. Casey previously served on the Baylor Health Care System Foundation board from 2008 until 2017. In 2011, he was appointed to the Board of the Cooper Institute, an organization dedicated to scientific research in the field of preventative medicine and public health.

As the Chief Executive Officer of the Company ~~and~~ with over 2022 years in senior executive roles with the Company, Mr. Casey brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management skills. Mr. Casey has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole.

Richard M. Frank has served as a director of Westwood and Westwood Trust since February 2006, and as Chairman of the Board of Directors since May 1, 2015. Mr. Frank was previously employed by CEC Entertainment, Inc. ~~("CEC"~~(“CEC”), a Dallas-based company that operates a chain of pizza and ~~children's~~children’s entertainment restaurants, until his retirement in March 2014. CEC was an NYSE-listed company until February 2014. From December 2008 until February 2014, he served as Executive Chairman of the Board of CEC. Mr. Frank served CEC as a director from June 1985 to February 2014, as Chairman of the Board and Chief Executive Officer from March 1986 to December 2008, and as President and Chief Operating Officer from

June 1985 to October 1988. Prior to CEC, Mr. Frank served for 12 years as Chief Operating Officer of S&A Restaurant Co., a subsidiary of the Pillsbury Company.

Mr. Frank brings extensive knowledge with regard to executive and board level oversight of a public company through his significant experience as ~~chief executive officer, chairman~~Chief Executive Officer, Chairman and director of CEC. Mr. Frank also has a deep understanding of business, governance, compensation and financial matters through his service with CEC.

Susan M. Byrne has served as a director of Westwood since its inception in December 2001 and served as Chairman of the Board of Directors from Westwood's inception through May 1, 2015, at which time she began serving as Vice Chairman of the Board of Directors, a position which she currently holds. Ms. Byrne also serves as a consultant to the Company under ana consulting agreement dated March 17, 2015. ~~Ms. Byrne~~She served as Director, Global Initiatives for Westwood from February 2012 to July ~~2015. She served Westwood~~2015, as Co-Chief Investment Officer from January 2011 to February 2012, as Chief Investment Officer from January 2006 to ~~January 2011,~~February 2012, and as Chief Executive Officer from December 2001 to December 2005. Ms. Byrne is the founder of Westwood Management Corp., and she has served as its Chairman of the Board since 1983, as Chief Investment Officer from 1983 to February 2012, as Chief Executive Officer from 1983 to 2005, and as President from 1983 to 2002. She served as a director of Westwood Trust from 1996 to 1999 and again since 2016.  She ~~is a Trustee of the Dallas Museum of Art, where she also serves on the Executive Committee and as Treasurer. She~~ serves as a Trustee of the Impact Dallas Capital Board and asis also a Trustee of the Naval Postgraduate School ~~Foundation, and she~~Foundation. Ms. Byrne has previously served as a board member of the Dallas Museum of Art, where she also served on the Executive Committee and as Treasurer. She is also a former Trustee of the Dallas Police & Fire Pension System, the Board of Presbyterian Communities & Services Foundation, ~~as a member of~~ the Board of the University of Texas Investment Management Company, and ~~as a member of~~ the Board of Trustees for the City of Dallas Employees Retirement Fund.

As the Founder and Vice Chairman of the Board of the Company and as a result of her tenure with the Company and its subsidiaries for over 30 years, Ms. Byrne brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management experience. Ms. Byrne has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole. With over 40 years of experience in the investment management business, Ms. Byrne is uniquely qualified to provide insight to the Board on the Company's investment management strategies and operations.

Ellen H. Masterson has served as a director of Westwood and Westwood Trust since 2014. She retired as a partner with PricewaterhouseCoopers ~~("PwC"~~(“PwC”) in 2008, having served in such capacity since 1999 and also from 1985 to 1997. Ms. Masterson specialized in the audits of companies involved in several sectors of the financial services industry, including investment management firms and public companies with a focus on mergers and acquisitions. She held senior positions within the leadership ~~positions at~~of PwC from 2001 to 2008, including international responsibilities across ~~PwC's~~PwC’s global network. From 1997 to 1999, Ms. Masterson served as Senior Vice President and Chief Financial Officer of American General Corporation prior to its acquisition by American International Group, Inc. Ms. Masterson serves on the Board of Directors of Insperity, ~~Inc.~~Inc (NYSE: NSP), a leading provider of human resource and comprehensive business performance solutions for ~~small-~~small and medium-sized businesses, and ~~also~~ on the Board of Governors of The Doctors Company, the largest doctor-owned medical malpractice insurer in the ~~U.S.~~US. Since 1982, she has served on the boards of directors for ~~several~~numerous nonprofit and charitable organizations.

Ms. Masterson brings extensive knowledge of financial reporting and accounting issues faced by companies in the financial services industry, as well as experience with international business, strategic planning and corporate governance from 40 years of serving clients and acting as a public company Chief Financial Officer and a trustee of nonprofit organizations.

Geoffrey R. Norman has served as a director of Westwood and Westwood Trust since April 2007. He was employed by General Electric from 1968 to 2004, serving in various roles including Comptroller of GE Española, Chief Financial Officer of GE International Contractor Equipment, Vice President & Treasurer of GE Capital, and ~~from April 1998 to March 2004 as~~ Executive Vice President of GE Asset Management. Mr. Norman serves on a global board for buildOn, a not-for-profit entity that builds schools in underdeveloped countries and organizes after-school clubs in US high schools. Mr. Norman also serves as a consultant to 5AM Ventures, a life science venture capital firm based in San Francisco, California.

Mr. Norman brings extensive financial, operational, regulatory and strategic expertise to the Board, having served in several finance and executive management roles over a 36-year career at General Electric. As a former executive with GE Asset Management, where he led the creation of GE's external money management business and served on the Boards of Trustees of the GE Pension Fund and GE Canada's Pension Plan, Mr. Norman brings extensive knowledge of the institutional investment management business from both asset manager and plan sponsor perspectives.

~~Raymond E. Wooldridge~~Randy A. Bowman has served as a director of Westwood and Westwood Trust since ~~it became a public company in December 2001.~~2021. He has served as ~~a director~~the Chair, CEO and President of ~~Westwood Trust since 2000. Mr. Wooldridge is Chairman of the Board of Reeves Bancshares, Inc.~~AT LAST! – The Urban Boarding Experience ("AT LAST!"), a ~~one-bank holding company whose principal subsidiary is Stockmans Bank serving southwestern Oklahoma~~non-profit organization that provides impoverished elementary school-aged children with urban boarding opportunities and educational resources, from January 2017 to the ~~Dallas area. He also serves~~present. From July 2001 to January 2017, Mr. Bowman served as ~~director~~the President and ~~Investment Committee member~~Co-Owner of ~~the Catholic Diocese Educational Endowment Trust Fund. Until February 2014, Mr. Wooldridge was~~MW Logistics, a ~~director~~provider of ~~CEC, a Dallas-based company that operates a chain of pizza~~transportation and children's entertainment restaurants. CEC was an NYSE-listed company until February 2014. He was also a director of Davidson Companies, Inc., a large financial services holding company headquartered in Montana, from 1994 to 2009. He alsologistics solutions for Fortune 200 manufacturers. Since 2016, he has served as a ~~director~~Board member and Chair of ~~Davidson Trust Company,~~Impact Dallas Capital, a ~~wealth management~~fund supporting increased economic development in southern Dallas. From 2016 to 2020, Mr. Bowman served as a Board member and ~~trust firm, from 2001~~Chair of the City of Dallas Employee Retirement Fund. From 2011 to ~~2005. From 1986 to 1999, he was a director of SWS Group, Inc. ("SWS"); from 1996 to 1999,~~2015, he served as ~~the Vice Chairman and Chairman~~Board Chair of the Executive Committee of SWS; from 1993 to 1996, he served as Chief Executive Officer of SWS; and from 1986 to 1993, he served as President and Chief Operating Officer of SWS. He is a past Chairman of the National Securities Clearing Corporation, a national clearing agency registered with the SEC, and past Vice Chairman of the Board of Governors of the National Association of Securities Dealers.Parkland Hospital Foundation.

Mr. ~~Wooldridge~~Bowman brings ~~extensive financial,~~business development, operational ~~regulatory~~ and ~~strategy~~strategic expertise ~~to the Board, having served in senior executive roles~~as a result of his seventeen years owning and presiding over a successful logistics company, and experience with ~~SWS for over 13 years. In addition,~~sophisticated corporate transactions from twelve years as a former ~~senior executive and director~~corporate finance lawyer. As former Chair of ~~SWS, our former parent company, Mr. Wooldridge developed intimate~~the City of Dallas Employee Retirement Fund, he brings substantial knowledge of ~~the Company's operations, firm history~~oversight of investment management and ~~competitive landscape.~~allocation from a plan sponsor perspective. Mr. ~~Wooldridge brings valuable experience in business, governance, compensation~~Bowman also has extensive civic and ~~financial matters~~community knowledge, reputation and relationship capital through his ~~current~~nonprofit service, having founded AT LAST! and ~~prior service~~served as ~~a director for other public and private companies.~~Chair of multiple high-impact nonprofit organizations.

Corporate Governance Information

The Board of Directors held ~~seven~~eight meetings during ~~2018.~~2021. All of the incumbent director nominees attended all of the meetings held in ~~2018.~~2021 during their respective appointments. The standing committees of the Board of Directors currently consist of the Audit Committee, the Compensation Committee and the Governance/Nominating ~~Committee.~~Committee. The membership and duties of these committees are described below.

Independent Directors⁽¹⁾

Audit

Committee

Compensation

Committee

Governance/Nominating

Committee

Richard M. Frank⁽²⁾

Ellen H. Masterson⁽³⁾

~~Robert D. McTeer~~

Geoffrey R. Norman⁽³⁾

~~Martin J. Weiland~~Randy A. Bowman

Raymond E. Wooldridge

___________________

M Committee member

C Committee chair


~~(1)~~	The Board of Directors has determined that all members of the Audit, Compensation and Governance/Nominating Committees are "independent directors" under the applicable rules of the NYSE and the Securities and Exchange Commission ("SEC").


~~(2)~~	~~Richard M. Frank is the Chairman of the Board of Directors and, as such, he chairs executive sessions of the Board of Directors.~~


~~(3)~~	The Board of Directors has determined that Geoffrey R. Norman and Ellen H. Masterson are qualified as Audit Committee financial experts within the meaning of the regulations of the SEC and have accounting and related financial management expertise within the meaning of the NYSE Corporate Governance Listing Standards.

(1) The Board of Directors has determined that all members of the Audit, Compensation and Governance/Nominating Committees are "independent directors" under the applicable rules of the NYSE and the Securities and Exchange Commission ("SEC").

(2) Richard M. Frank is the Chairman of the Board of Directors and, as such, he chairs executive sessions of the Board of Directors.

(3) The Board of Directors has determined that Geoffrey R. Norman and Ellen H. Masterson are qualified as Audit Committee financial experts within the meaning of the regulations of the SEC and have accounting and related financial management expertise within the meaning of the NYSE Corporate Governance Listing Standards.

Board Committees

Audit Committee. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which the Audit Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at ~~westwoodgroup.com.~~westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The Audit Committee monitors our independent auditors as well as the preparation of our financial statements and our system of internal control over financial reporting. The Audit Committee selects an independent accounting firm to conduct the annual audit, monitors the independence of our independent accountants, monitors our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee is responsible for reviewing reports from management relating to our financial condition and other matters that may have a material impact on our financial statements and compliance policies. The Audit Committee is responsible for asking our management and independent auditors about the appropriateness of the accounting principles we follow, as well as reviewing changes in accounting principles and their impact on our financial statements in terms of the scope of audits conducted or scheduled to be conducted. The Audit Committee is further responsible for preparing a ~~report~~report stating, among other things, whether our audited financial statements should be included in our Annual Report on Form 10-K. Finally, the Audit Committee evaluates the adequacy and effectiveness of our risk assessment, risk management policies, and overall enterprise risk ~~management.~~management, including Environmental, Social and Governance ("ESG"). The Audit Committee met five times during ~~2018.~~2021. All members of the Audit Committee attended all of the meetings held in ~~2018.~~2021 during their respective appointments.

Compensation Committee. The Compensation Committee operates pursuant to a charter approved by our Board of Directors, which the Compensation Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at ~~westwoodgroup.com.~~westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The Compensation Committee authorizes and determines all compensation for our executive officers, administers our incentive compensation plans in accordance with the powers granted in such plans, determines any incentive awards to be made to our officers, administers our ~~stock~~stock incentive plans and other equity ownership, compensation, retirement and benefit plans, approves the performance-based compensation of individuals pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, reviews the management development and succession plans related to executive officers, reviews the company’s human capital initiatives related to DE&I and other workforce programs, and administers other matters relating to compensation and benefits. The Compensation Committee met ~~seven~~six times during ~~2018.~~2021. All members of the Compensation Committee attended all of the meetings held in ~~2018.~~2021during their respective appointments.

Governance/Nominating Committee. The Governance/Nominating Committee operates pursuant to a charter approved by our Board of Directors, which the Governance/Nominating Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at ~~westwoodgroup.com.~~westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The primary function of the Governance/Nominating Committee is to develop and oversee the application of corporate governance principles to Westwood, to identify and evaluate qualified candidates for Board membership, recommend director nominees to the Board to be voted on at the annual meeting of stockholders, and communicate with members of the Board regarding Board and committee meeting format and procedures. The Governance/Nominating Committee met ~~four~~six times during ~~2018.~~2021. All members of the Governance/Nominating Committee attended all of the meetings held in ~~2018.~~2021 during their respective appointments.

Director Independence

Our Board of Directors has adopted Corporate Governance Guidelines regarding director independence, among other matters. The full text of our Corporate Governance Guidelines is available on our website at ~~westwoodgroup.com.~~westwoodgroup.com. In addition, a copy of our Corporate Governance Guidelines is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201).

Pursuant to our Corporate Governance Guidelines, a majority of the members of our Board of Directors, as well as all members of each committee of the Board, must be non-management directors who meet the "independence" requirements of the NYSE Corporate Governance Listing Standards and other governing laws and regulations. In addition, all members of the Audit Committee must meet additional "independence" standards required under the Exchange Act. Our Board of Directors annually reviews director independence. In the ~~2018~~2021 review, the Board of Directors reviewed directors' responses to a questionnaire asking about their relationships, and the relationships of their family members, with us, and other potential conflicts of interest. In addition, our Board of Directors was aware that some of our directors and individuals or entities affiliated with such directors have asset management accounts held by one of our subsidiaries and managed by us. Our Board of Directors also considered a 2021 donation from Mr. Casey to AT LAST! and did not consider that donation an impairment of Mr. Bowman's independence. After noting such items, and based upon its review, the Board of Directors unanimously determined that none of these relationships constituted a material relationship with us that would affect the "independence" of any such director under SEC and NYSE rules.

As a result, the Board affirmatively determined that Messrs. Frank, ~~McTeer,~~ Norman, ~~Weiland and Wooldridge~~Bowman and Ms. Masterson are "independent" as defined under SEC and NYSE rules. Ms. Byrne, who currently serves as a consultant to the Company, and Mr. Casey, who served as an executive officer of the Company during ~~2018,~~2021, are not independent directors.

Board Leadership Structure

Our Board of Directors currently separates the roles of Chief Executive Officer and Chairman of the ~~Board;~~Board, however, the Board does not have a policy in place that requires these two roles to remain separate. Brian O. Casey serves as our President, Chief Executive Officer and director, and Richard M. Frank serves as our Chairman of the Board. As President and Chief Executive Officer, Mr. Casey has primary responsibility for the day-to-day operations of the Company and provides leadership on the Company's key strategic objectives. As Chairman of the Board, Mr. Frank (i) provides leadership to the Board and chairs its meetings, (ii) chairs executive sessions of the non-management directors, and (iii) sets the agenda items for such meetings and sessions. In accordance with our Corporate Governance Guidelines, our non-management directors meet in executive session without the presence of management on a regular basis.

With a supermajority of independent directors, an Audit Committee, a Compensation Committee and a Governance/Nominating Committee each comprised entirely of independent directors, a Chairman of the Board who chairs all executive sessions of the non-management directors and who has extensive knowledge with regard to executive and board level oversight of a public company through his significant experience as chief executive officer, chairman and board director of CEC, and who also has a deep understanding of business, governance, compensation and financial matters, the Board of Directors believes that its current leadership structure provides an appropriate balance that best serves the Company and its stockholders.

Board's Role in Risk Oversight

The Board's role in the Company's risk oversight process includes receiving regular reports from members of senior management on the Company's enterprise risk management committee regarding areas of material risk to the Company, including operational, financial, legal and regulatory, ESG and strategic risks. The Audit Committee is responsible for oversight of risks relating to the Company's accounting matters, financial reporting and legal and regulatory compliance. To satisfy these oversight responsibilities, the Audit Committee meets regularly with management, the Company's internal auditor and Deloitte, ~~& Touche LLP,~~ the Company's independent auditor. The Compensation Committee is responsible for overseeing risks relating to employment policies and the Company's compensation and benefits ~~programs.~~programs, including Diversity, Equity and Inclusion ("DE&I"). To satisfy these oversight responsibilities, the Compensation Committee meets regularly with management to understand the implications of compensation decisions, particularly the risks the Company's compensation policies may pose to the Company's financial condition, human resources and stockholders. The Governance/Nominating Committee is responsible for overseeing risks relating to overall corporate governance and succession planning. To satisfy these oversight responsibilities, the

Governance/Nominating Committee annually reviews Board composition, as well as Board and committee performance, and periodically reports to the Board on corporate governance and succession planning matters.

Additionally, the Board's risk oversight function is supported by the directorships of Mr. Casey and Ms. Byrne, whose industry knowledge and experience provide the Board with a deep understanding of the risks facing the Company. Accordingly, the Board of Directors believes that having Mr. Casey and Ms. Byrne serve on the Board, together with a supermajority of independent directors and three independent Board committees, provides the appropriate leadership structure to assist in effective risk oversight by the Board.

Risks Related to Compensation Policies and Practices

As part of its oversight of the Company's executive and non-executive compensation programs, the Compensation Committee considers the impact on our risk profile of our compensation programs, and the incentives created by the compensation awards that it administers. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may affect the likelihood of excessive risk-taking, to determine whether they present a material risk to the Company. The Compensation Committee also utilizes the following risk mitigating factors:

•Overall compensation levels that are competitive with the market;

•Limits on annual cash incentive awards;

~~Its discretionary~~•Discretionary authority to reduce annual cash incentive awards;

~~Use of long-term~~•Long-term equity incentive awards to reward executives and other key employees for driving sustainable, profitable growth for stockholders and clients;

•Vesting periods for long-term equity incentive awards that encourage executives and other key employees to focus on sustained stock price appreciation; ~~and~~

~~The Company's internal control~~•Internal controls over financial reporting and other financial, operational and compliance policies and practices ~~currently in place~~ that are intended to prevent manipulation of ~~performance.~~performance; and

•Policies related to the promotion of diversity, equity and inclusion in our workforce.

Based on this review, the Company has concluded that its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Environmental, Social and Governance

ESG Core Principles

Since inception, we were intentional about the corporate culture we wanted to foster ― one focused on core values. To keep us motivated, we found inspiration in Coach John Wooden’s Pyramid of Success™ to help us aspire and maintain a culture of teamwork, integrity and valuing client interests ahead of our own.

The Covid-19 pandemic has challenged us professionally and personally. At Westwood, we have used the last two years to reflect and further refine the criteria that will keep us relevant. Our ESG focus is guided by the following six pillars:

1.Environmental impact;

2.Diversity, equity and inclusion;

3.Community;

4.Responsible investing;

5.Privacy and data protection; and

6.Governance.

We include ESG issues in our investment process and measure ourselves against them because it makes business sense. It improves our ability to create an environment that values true diversity, inclusiveness and transparency and ultimately supports employee growth for the long term.

As an active asset manager, we take a fundamental, financial materiality-based approach to identifying high-quality companies and sound businesses around the world. We integrate ESG into our proprietary investment process and believe material ESG-related issues are important in conducting bottom-up, fundamental analysis when evaluating the merits of a company’s strategy, downside risk and valuation. Based on our research, we find sustainability plays a critical role in company selection and has always been an input to our analysis. As ESG evaluation techniques continue to evolve, we will adapt our own analyses to stay true to our fiduciary responsibilities.

Being active describes more than our approach to investing. It also is how we run our business as a publicly traded company. Our focus on transparency, corporate governance, life principles, ethical conduct and giving back to the communities in which we operate is core to our values. Diversity is also an important part of our culture and identity; approximately 43% of

our employees are women — many in senior positions — and approximately 25% of our employees self-identify as members of minority communities.

Westwood is a signatory of the United Nations Principles for Responsible Investment ("UNPRI") and is committed to adopting and implementing responsible investment principles in a manner consistent with our fiduciary duties to clients. We support the UNPRI and recognize the importance of considering ESG issues as an element in our overall investment process.

Our responsible investment commitment is linked to our investment process across our high-conviction equity and outcome-oriented solutions. Across this diverse set of strategies, we take a fundamental approach to identifying high-quality companies and sound businesses around the world. ESG is directly linked to the bottom-up, fundamental assessment of companies and has always been an input to our analyses.

Governance

Westwood is committed to the successful integration and promotion of ESG at both the corporate level and the investment level. We have established two governing structures, a Responsible Investment Committee and a Corporate Responsibility Committee, to ensure we have the strategic influence and leadership required to create a clear corporate sustainability strategy across our business. The separation of responsibilities among the two governing structures was designed to ensure proper accountability across the firm.

The Responsible Investment Committee was established to consider matters related to the maintenance, development and implementation of our responsible investment practices to support our ESG policy. The Corporate Responsibility Committee was established for the oversight and implementation of our corporate sustainability strategy and ESG policies. The Corporate Responsibility Committee governs as a cross-functional team designed to engage leadership across key corporate functions to provide oversight as well as strategic guidance.

Engagement

As part of our fundamental investment research process, our analysts conduct meetings with target company managements and investor relations to understand strategy, execution and financial strength. When ESG issues are of specific concern, our team seeks to understand how the target company plans to address them and views this from a “tracking” perspective over time.

ESG Integration

Across all of our strategies, ESG analysis is designed to focus only on material factors. We support this approach with an explicit acknowledgement that fundamental analysis of ESG is highly nuanced by security (sector, size, geography) and investment strategy (holding period, position size, share rights). The specifics of integration and execution are left to the discretion of the investment teams.

ESG analysis is performed by our industry analysts during the first step of our investment process in which an analyst is conducting deep, forward-looking research. Analysts have access to multiple third-party ESG metric providers and often generate their own inputs. These inputs ultimately are integrated into a proprietary financial statement projection, which becomes a part of our investment recommendation.

Proxy Voting

Westwood views proxy voting rights as valuable portfolio assets. Our overarching principle is to exercise voting responsibilities solely in the best interests of our clients. We see proxy voting as a means of addressing corporate governance issues and encouraging corporate actions that enhance stockholder value. Westwood has selected guidelines from a third-party proxy research service, Glass-Lewis, that we believe create value for our clients and cover most proxy issues. The Investment Operations Team serves as the administrator responsible for overseeing the implementation of our proxy voting policy. Westwood’s Corporate Responsibility Committee, in collaboration with our investment team’s bi-monthly review of ballots, has confirmed that our proxy voting guidelines on environmental, social and governance issues generally match the Glass-Lewis policy, which is to vote in favor of such items when there is a clear link between the proposal and value enhancement or risk mitigation to stockholders. Our goal is to vote all proxies and in most cases we agree with and follow the recommendations of our proxy research service; however, we will vote against Glass-Lewis recommendations when we feel it is in our clients’ best interests. A summary of voting is sent to each client for whom proxies are voted on an annual basis.

Social Impact and Corporate Giving

Community involvement is the cornerstone of our culture, which drives employee engagement and makes employees proud to work at Westwood. Every year we donate to local and national nonprofits and support clients and employees in their volunteer efforts.

Environment

At Westwood, we embrace caring for our communities and are taking steps to take care of the world around us through our initiative to calculate carbon footprints and buying carbon credits. Our Green Committee establishes initiatives to support this important work.

Stockholder Recommendations for Director ~~Nominees~~Candidates

The Board of Directors has delegated to the Governance/Nominating Committee specific responsibilities relating to selection of directors to serve on the Board. The Governance/Nominating Committee is responsible for identifying potential candidates for Board membership and for recommending to the Board a slate of director candidates to stand for election at the annual meeting of our stockholders. The Governance/Nominating Committee seeks to identify, and the Board then selects, director candidates who (i) have significant business experience that is relevant and beneficial to the Board and Westwood, (ii) are willing and able to make a sufficient time commitment to the affairs of Westwood to effectively perform the duties of a director, including regular attendance at Board and committee meetings, (iii) are committed to the long-term growth and profitability of Westwood, (iv) are individuals of character and integrity, (v) are individuals with inquiring minds willing to challenge and stimulate management and (vi) represent the interests of Westwood as a whole and not just the interests of a particular stockholder or group. The Governance/Nominating Committee does not have a specific policy considering diversity in identifying director candidates, but uses of the criteria listed ~~above.~~above has led to a diverse board including 33% female and 16% minority directors. The Governance/Nominating Committee believes these criteria are the key factors in identifying qualified director candidates.

The Governance/Nominating Committee has a policy for considering new director candidates recommended by our stockholders if such recommendations are made in compliance with applicable laws, rules and regulations, our Bylaws and procedures established by the following procedures. A stockholder wishing to recommend a candidate for inclusion as a director nominee in the proxy statement for our annual meeting must submit a written notice of the recommendation to our Corporate Secretary at our principal executive office. The submission must be received at our principal executive office not fewer than 120 calendar days before the one-year anniversary of the date that the proxy statement for the previous year's annual meeting was released to stockholders. However, if we did not hold an annual meeting during the previous year, or if the date of the current year's annual meeting has been changed by more than 30 days from the date of the previous year's meeting, then the deadline will be a reasonable time before we begin to print and mail our proxy materials. For the 2020 annual meeting, the deadline is [November 18, 2019].committee. Director candidates recommended by stockholders are evaluated by the Governance/Nominating Committee using the same criteria applied by the Governance/Nominating Committee to director candidates identified by that committee, as described in the previous paragraph.

ToUnder our Bylaws, stockholders may also nominate persons for election to our Board of Directors.Any director nomination must comply with the requirements set forth in our Bylaws and must be ~~valid, a stockholder's notice to the~~received by our Corporate Secretary ~~must set forth (i)~~at our principal executive offices not later than the ~~name~~close of business on January 27, 2023 and ~~address~~not earlier than the close of business on December 28, 2022. In the event that the date of the 2023 annual meeting of stockholders is more than 30 days before or more than 60 days after the one-year anniversary of the 2022 Annual Meeting of Stockholders, notice of such stockholder recommending such candidate, as such information appears on our books (if the stockholder is a record holder), (ii) the class and number of shares of Westwood stock beneficially owned by the stockholder, if any, (iii) the name, age, business address and residence address of each candidate proposed in the notice, (iv) each candidate's biographical data and qualifications, (v) the class and number of shares of Westwood stock beneficially owned by the candidate, if any, (vi) a description of all arrangements or understandings between the stockholder (or between any person(s) at whose request the stockholder is making the recommendation) and each candidate, and (vii) any other information required to be disclosed in solicitations of proxies for election of directors or otherwise required pursuant to Regulation 14A under the Exchange Act. The foregoing informationproposal must be ~~provided with respect~~received no earlier than the close of business on the 120th day before 2023 annual meeting of stockholders and no later than the close of business on the later of the two following dates: the ninetieth 90th day prior to ~~any person that~~2023 annual meeting of stockholders, or the ~~stockholder proposes to recommend for election or re-election as a director. The prospective candidate's signed written consent to being named in~~10th day following the ~~proxy statement as a nominee and to serving as a director if elected must also be provided.~~day on which public announcement of the date our 2023 annual meeting of stockholders is first made.

For the ~~2019~~2022 Annual Meeting, our Governance/Nominating Committee has not received a candidate recommendation or nomination from any stockholder (or group of stockholders), including any stockholder (or group of stockholders) that beneficially owns more than five percent of our common stock.

Communications with the Board

Stockholders or other interested parties may communicate with the Board of Directors or particular Board members (including our Chairman or non-management directors as a group) by mailing a written communication to our Corporate Compliance Officer at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, by email to compliance@westwoodgroup.com or by telephone to 214-756-6900. All communications are received and processed by the Corporate Compliance Officer before being referred to the appropriate Board member(s). Complaints relating to our accounting, internal controls or auditing matters, and concerns regarding questionable accounting or auditing matters, are referred to the Chairman of the Audit Committee. Other communications intended for the Board of Directors at large are referred to our Chairman, while communications intended for specific Board members are referred to those Board members. Advertisements, solicitations for periodicals or other subscriptions, and similar communications are not forwarded to Board members. In the event that a complaint or concern appears to involve the Corporate Compliance Officer, then the stockholder or other interested party is encouraged to contact directly the Chairman of the Audit Committee, Ellen H. Masterson at emasterson@westwoodgroup.com.

Stockholders may also communicate directly with Board members at the annual meetings of stockholders, as it is our policy that Board members should attend such meetings and make themselves available to address any matters properly brought before ~~the~~the meetings. All of our Board members attended the ~~2018~~2021 annual meeting of stockholders.

Code of Business Conduct

All of our employees, including our principal executive officer, principal financial officer and principal accounting officer, and all of our directors, are required by our Code of Business Conduct to conduct business in the highest legal and ethical manner. The full text of the Code of Business Conduct is available on our website at ~~westwoodgroup.com.~~westwoodgroup.com. In addition, a copy of the Code of Business Conduct is available upon written request to our Corporate Secretary at our principal executive office address. We intend to post amendments to or waivers from the Code of Business Conduct as required by applicable rules on our website.

Our employees are required to report any conduct that they believe could in any way be construed as a fraudulent or illegal act or otherwise be in violation of the Code of Business Conduct. The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of related concerns.

Director Compensation

In February 2019, the Board reduced its director compensation arrangements as a result of the Company's 2018 financial performance. For ~~2018,~~2021, we paid each non-employee member of our Board of Directors a ~~$70,000~~$62,000 annual retainer. The Chairman of the Board received an additional $20,000 annual retainer, the committee chairs for the Audit and Compensation Committees each received an additional $15,000 annual retainer and the committee chair for the Governance/Nominating Committee received an additional $5,000 annual retainer. There are no specific fees for attendance at Board or committee meetings. Additionally, upon election or re-election as a member of our Board of Directors, each non-employee director is awarded restricted shares of our common stock, which generally vest 12 months from the date of grant. Each restricted share award is made in a number of shares equal in value to ~~$90,000~~$95,000 on the date of the award. Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust.

The Board has established a policy that non-employee directors should own a minimum number of shares of our common stock equal to five times the dollar amount of their annual retainer within five years of their initial election or the establishment of this policy, whichever is later. In the event a ~~significant~~ decline in the price of the Company's common stock causes a non-employee director's holdings to fall below the applicable threshold, the non-employee director will not be required to purchase additional shares to meet the threshold but ~~may not sell or transfer any~~is required to hold 50% of net shares acquired through vesting of equity-based compensation programs until holdings above the threshold have again been achieved. Compliance with these stock ownership guidelines is evaluated periodically as determined by our Board of Directors. AsGiven the significant decline in the price of ~~December 31, 2018, all~~the Company's stock over the course of ~~our non-employee~~2021, the value of shares held by certain directors ~~were~~fell below the minimum holding requirements. All such directors are in compliance with ~~or were on target to meet,~~ the ~~requirements of this stock ownership~~ policy ~~within~~by holding the ~~established compliance time-frame.~~required net vested shares until such time as the minimum is once again achieved.

The Compensation Committee reviews our compensation arrangements for directors from time to time. Brian O. Casey, our President and Chief Executive Officer, is not included in this table as he is a Company employee and receives no compensation for his service as director. See "Executive Compensation" for information concerning Mr. Casey's compensation. The Company's executive officers do not make recommendations regarding the non-employee directors' compensation.

~~2018~~2021 Director Summary Compensation Table



Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($) (1)	Stock Awards ($) (2)	Total ($)	Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($) (1)	Stock Awards ($) (2)	Total ($)
Susan M. Byrne	70,000	267,643	95,000	432,643	Susan M. Byrne	62,000	102,048	95,000	259,048
Richard M. Frank	105,000	5,000	95,000	205,000	Richard M. Frank	97,000	5,000	95,000	197,000
Ellen H. Masterson	85,000	5,000	95,000	185,000	Ellen H. Masterson	77,000	5,000	95,000	177,000
Robert D. McTeer	70,000	5,000	95,000	170,000
Geoffrey R. Norman	70,000	5,000	95,000	170,000	Geoffrey R. Norman	62,000	5,000	95,000	162,000
Martin J. Weiland	75,000	5,000	95,000	175,000
Raymond E. Wooldridge	70,000	5,000	95,000	170,000
Randy A. Bowman					Randy A. Bowman	28,000	5,000	95,000	128,000
Raymond E. Wooldridge(3)					Raymond E. Wooldridge(3)	67,000	5,000	95,000	167,000


~~(1)~~	Susan M. Byrne earned $262,643 as a consultant for the Company from January 1, 2018 to December 31, 2018. Each non-employee director also earns a $1,000 annual retainer and $1,000 for each regularly scheduled quarterly meeting for serving on the separate Board of Directors of Westwood Trust.

~~(2)~~

Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust. Stock awards reflect the grant date fair value of the time-based restricted stock granted to directors in 2018 in accordance with Accounting Standards Codification Topic 718 ("ASC 718"), "Stock Compensation." The assumptions used in the valuation of the restricted stock awards are discussed in Note 10 "Employee Benefits" of our audited financial statements, which are included in our 2018 Annual Report on Form 10-K. All restricted stock grants were made under the Fifth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan and are subject to a one-year vesting period as described above.

(1) Susan M. Byrne earned $97,048 as a consultant for the Company from January 1, 2021 to December 31, 2021. Each non-employee director also earns a $1,000 annual retainer and $1,000 for each regularly scheduled quarterly meeting for serving on the separate Board of Directors of Westwood Trust.

(2) Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust. Stock awards reflect the grant date fair value of the time-based restricted stock granted to directors in 2021 in accordance with Accounting Standards Codification Topic 718 ("ASC 718"), "Stock Compensation." The assumptions used in the valuation of the restricted stock awards are discussed in Note 10 "Employee Benefits" of our audited financial statements, which are included in our 2021 Annual Report on Form 10-K. All restricted stock grants were made under the Seventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan and are subject to a one-year vesting period as described above.

(3) Raymond E. Wooldridge is not up for re-election at the 2022 Annual Meeting of Stockholders.

As of December 31, ~~2018,~~2021, our directors, other than Brian O. Casey, held the following unvested restricted stock:




Name		Unvested Restricted Stock
Susan M. Byrne⁽¹⁾			~~1,622~~5,609
Richard M. Frank⁽¹⁾			~~1,622~~5,609
Ellen H. Masterson⁽¹⁾			~~1,622~~5,609
~~Robert D. McTeer~~⁽¹⁾	~~1,622~~
Geoffrey R. Norman⁽¹⁾			~~1,622~~5,609
~~Martin J. Weiland~~Randy A. Bowman⁽¹⁾(2)			~~1,622~~4,700
Raymond E. Wooldridge⁽¹⁾			~~1,622~~5,609


~~(1)~~	~~Issued on April 25, 2018 and have a vesting date of April 25, 2019,~~ 12 (1) Issued on April 29, 2021 and have a vesting date of April 29, 2022, subject to such director's continued service ~~as a director through the vesting date.~~

~~In February 2019, the Board changed its director compensation arrangements~~ as a ~~result~~director through the vesting date.

(2) Issued on June 1, 2021 and have a vesting date of June 1, 2022, subject to such director's continued service as a director through the ~~Company's 2018 financial performance. Effective February 2019, we pay each non-employee member of our~~vesting date.

Stockholder Rights Agreement

The Company’s Stockholder Rights Agreement expires by its terms on May 1, 2022, unless terminated earlier under circumstances provided for in the agreement. The Board of Directors currently intends to let the Stockholder Rights Agreement expire without renewal or replacement, absent a $62,000 annual retainer. The Board maintained the Chairman of the Board's and committee chairs' annual retainers, the grant of $90,000 of restricted shares of our common stock upon election or re-election as a member of our Board of Directors and the policy that non-employee directors should own a minimum number of shares of our common stock equal to five times the dollar amount of their annual retainer within five years of their initial election or the establishment of this policy, whichever is later.compelling change in circumstances.

EXECUTIVE OFFICERS

Biographical information regarding Westwood's executive officers and other key employees during the ~~2018~~2021 fiscal year is as follows:

Brian O. Casey, age 5558. See biographical information in the "Proposal 1 – Election of Directors" section.

Murray "Terry" Forbes III, age ~~41,~~44, has served as Senior Vice President, Chief Financial Officer and Treasurer since November 2018. ~~Prior to that,~~Previously, he served as Vice President of Finance from December 2014 to October 2018. Prior to joining Westwood, Mr. Forbes served as Senior Director and Assistant Controller of ~~CEC Entertainment, Inc. ("CEC"), a Dallas-based company that operates a chain of pizza and children's entertainment restaurants.~~CEC. CEC was an NYSE-listed company until February 2014. From 2000 to 2012, he was with KPMG LLP, most recently serving as aan audit senior ~~manager in the audit practice.~~manager. Mr. Forbes earned a B.B.A. in Accounting from the University of Richmond. He is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants.

Fabian Gomez, age ~~52,~~55, has served as Senior Vice President, Chief Operating Officer of Westwood since February ~~2018, and since joining Westwood in 2015~~2018. Previously, he ~~has~~ served as ~~our~~ Chief Information ~~Officer. Prior to~~Officer from July 2015 and also served as Director of Operations beginning in February 2016. Before joining Westwood, Mr. Gomez ~~was~~worked at Invesco Ltd.'s where he served as the Global Head of Equity and Alternative Investment Applications and was responsible for strategic planning, oversight of all major project initiatives, and staff development at a global level. ~~Previously,~~Prior to that, Mr. Gomez ~~was~~worked for McDonnell Investment ~~Management's~~Management where he served for six years as a Managing Director and Chief Information ~~Officer for six years.~~Officer. Mr. Gomez ~~has~~ also worked for Nuveen Investments, Morgan Stanley Investment Management and Van Kampen Funds. Mr. Gomez earned an ~~M.B.A.~~MBA in Finance and International Management from Rice University Business School and a B.A. in Biology from The University of Texas at Austin.

Julie K. Gerron, age ~~51,~~54, has served as Senior Vice President, General Counsel of Westwood since March 2013, Chief Compliance Officer since March 2017, and Corporate Secretary since March 2014. ~~Prior to that,~~Previously, she served as Vice President, General Counsel from July 2007 to March 2013, ~~and~~ as Vice President, Assistant General Counsel from July 2005 to July ~~2007. Ms. Gerron previously served~~2007, and as Vice President, Research Analyst from January 2004 to July 2005. ~~From~~Prior to joining Westwood, Ms. Gerron worked at Smith & Summers LLC from 1998 to 2004, ~~Ms. Gerron~~where she served as a portfolio manager for ~~Smith Asset Management Group, a Dallas-based investment management firm, where she managed~~ various funds. From 1992 to 1998, she worked for ~~various~~ branches of the State of Oklahoma government, including as Assistant Attorney General, Deputy General Counsel of the Insurance Department, and as Special Counsel to the Executive Director of the House of Representatives. Ms. Gerron earned ~~her~~a J.D. from the University of Texas School of Law and ~~her~~a B.B.A. in Finance from the University of Texas at– Austin. She is ~~admitted to~~a member of the ~~bars~~State Bars of Texas and Oklahoma and is a member of the Texas State Bar Association. Ms. Gerron achieved the designation of Chartered Financial Analyst in 2003 and is a member of the CFA Institute.

Steven Paddon, age ~~58,~~61, joined Westwood in 2018 and serves as Senior Vice President, Head of ~~Institutional Sales.~~Distribution where he is responsible for sales, client management, product management and marketing in the institutional and intermediary channels. Prior to joining Westwood, he served as Head of Institutional and International Sales at ~~OppenheimerFunds,~~Oppenheimer Funds where he oversaw the institutional business teams and led the ~~firm's~~firm’s international expansion. Mr. Paddon also spent eight years leading Consultant Relations and Institutional Business at Investec Asset Management. Earlier in his career, heMr. Paddon focused on institutional sales and client service at Credit Suisse Asset Management, State Street Research, and MetLife. Mr. Paddon earned ~~his B.A.~~a Bachelor of Arts in Economics from Wheaton College and holds ~~his~~ FINRA Series 7 and 24 licenses.

~~Mark R. Freeman,~~ age 51, served as Executive Vice President and Chief Investment Officer from February 2012 to March 2019. Prior to that, Mr. Freeman served as Executive Vice President and Co-Chief Investment Officer from January 2011 to February 2012. He served as Senior Vice President and Portfolio Manager for Westwood from July 2006 to December 2010. He joined Westwood in 1999 as Assistant Vice President and served as Vice President and Portfolio Manager from July 2000 to July 2006. Mr. Freeman is a member of the American Economics Association, the CFA Institute, and the CFA Society of Dallas/Fort Worth. Additionally, he is a member of the Board of Trustees of Millsaps College and serves as a board member for the Wilson Fund.

~~Tiffany B. Kice,~~ age 51, served as Senior Vice President, Chief Financial Officer and Treasurer from August 2014 to October 2018. Prior to joining Westwood, Ms. Kice served as Chief Financial Officer and Treasurer of CEC Entertainment, Inc., a Dallas-based company that operates a chain of pizza and children's entertainment restaurants. From 1995 to 2010, she was with KPMG LLP where she became an Audit Partner in 2006. Ms. Kice is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants.

There are no family relationships among the directors, executive officers and other key employees of Westwood, except as described under "Certain Relationships and Related Party Transactions – Review and Approval of Related Party Transactions."

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This compensation discussion and analysis provides information regarding our executive compensation program in ~~2018~~2021 for the following executive officers of the Company (collectively, the "named executive officers"):



Name		Position
Brian O. Casey		President and Chief Executive Officer
Terry Forbes		Senior Vice President, Chief Financial Officer and Treasurer
Fabian Gomez		Senior Vice President, Chief Operating Officer
Julie K. Gerron		Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Steven Paddon		Senior Vice President, Head of ~~Institutional Sales~~
~~Mark R. Freeman~~	~~former Executive Vice President and Chief Investment Officer~~
~~Tiffany B. Kice~~	~~former Senior Vice President, Chief Financial Officer and Treasurer~~Distribution

~~Effective October~~Business Overview

We are a focused investment management boutique and wealth management firm offering high-conviction and outcome-oriented solutions. Our investment services address a wide range of investment objectives and challenges for institutional investors, financial intermediaries and private clients.

Fiscal Year 2021 Performance Highlights

Highlights of our 2021 performance include:

•AUM as of December 31, ~~2018, Terry Forbes~~2021 was ~~appointed Senior Vice President, Chief Financial Officer~~$14.5 billion, a 11% increase compared to December 31, 2020. Quarterly average AUM increased 14% to $14.1 billion for 2021 compared to 2020, which contributed to a 12% increase in total revenue from 2020.

•Our LargeCap Value, SmallCap Value, Alternative Income and ~~Treasurer, replacing Tiffany B. Kice,~~Select Equity strategies exhibited strong performance by beating their primary benchmarks for the year.

•We paid $22.9 million of dividends to our common stockholders.

•We repurchased 182,549 shares of our common stock for an aggregate purchase price of $3.0 million.

•Our financial position remains strong with liquid cash and short-term investments of $80.2 million and no debt as of December 31, 2021.

Company Actions in Response to COVID-19 and Key 2021 Compensation Decisions for Named Executive Officers

The health and safety of our employees is a high priority, consistent with our operating philosophy of focusing on transparency, effective corporate governance, life principles and giving back to the communities in which we live and work. Our safety focus is evident in our response to the COVID-19 pandemic, including:

•increasing work from home flexibility;

•minimizing staff levels in all offices;

•improving office cleaning protocols;

•establishing new physical distancing guidelines for employees while onsite;

•initiating regular communications regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;

•implementing protocols to address actual and suspected COVID-19 cases and potential exposure; and

•requiring masks to be worn in all offices.

We are proud of the way our Westwood team stepped up, delivering strong performance across many products and serving our customers well in creative, socially-distant ways. Our focus on investing in technology is paying off in two ways: with improvements in the way we manage our business and communicate with customers, and in the support of our people who ~~resigned effective October 31, 2018~~work from home or in remote locations.

The Compensation Committee met during its regularly scheduled February 2022 meeting to ~~pursue~~approve compensation for our named executive officers as highlighted below.

•Compensation for the CEO: For 2021, the Compensation Committee approved a total compensation package for Mr. Casey consisting of an annual base salary, participation in the annual cash incentive plan, equity-based compensation awards (opportunity tied to 2021 performance) and a 401(k) Company matching contribution. Mr. Casey's 2021 salary was not increased from 2020.

•Compensation for Other Named Executive Officers: For the other ~~opportunities.~~named executive officers, the Compensation Committee approved a total compensation package consisting of annual base salaries, participation in the annual cash incentive plan, 401(k) Company matching contributions and grants of restricted stock with vesting terms consistent with awards granted in 2020. Base 2021 salaries for the other named executive officers were not increased from 2020.

Also In ~~June 2018, Mark R. Freeman informed us~~its February 2022 meeting, the Compensation Committee approved annual cash incentive awards to other named executive officers in consideration of ~~his decision~~Company performance, individual performances, and the management team’s response to ~~transition out of his role as Executive Vice President and Chief Investment Officer over~~ the ~~next nine months to pursue his external philanthropic and business goals. We entered into an agreement with Mr. Freeman (the "Separation Agreement") detailing~~pandemic. These compensation decisions are described further in the ~~terms of his transition and separation from the Company effective March 8, 2019.~~following sections.

Overview of our Executive Compensation Program

The intellectual ~~capital~~capabilities of our employees ~~is one of~~are among the most important assets of our firm. As an asset manager, our financial results are primarily based upon the ~~amount~~level of assets we manage, which is dependent on our ability to generate competitive long-term investment performance, build strong relationships with clients, investment consulting firms and other financial intermediaries, provide attentive client service, and attract and develop new client relationships, all of which ~~depend,~~rely, in part, on the intellectual ~~capital~~capabilities of our employees, including the named executive officers.

~~Highlights of our 2018 performance include the following:~~

Assets under management as of December 31, 2018 were $16.6 billion, a 31% decrease compared to December 31, 2017. Quarterly average assets under management decreased 8% to $21.4 billion for 2018 compared to 2017, which contributed to the 9% decrease in total revenue from 2017.

~~Our LargeCap Value, Emerging Markets Plus, SMidCap, SMidCap Plus, Emerging Markets, and Emerging Markets SMidCap strategies exhibited strong performance.~~

~~Our SmallCap strategy was selected to participate in the Morningstar U.S. Equity Fund.~~

~~The effective tax rate decreased to 26.6% for 2018 compared to 41.0% for 2017 related to the Tax Reform Act enacted in December 2017.~~

In October 2018, our Board approved a 6% increase in our quarterly dividend to $0.72 per share for an annual rate of $2.88 per share, which results in a dividend yield of 8.5% using the year-end stock price of $34.00 per share.

~~We repurchased 108,289 shares of our common stock for an aggregate purchase price of $4.0 million.~~

~~Our financial position remains strong with liquid cash and short-term investments of $118.2 million and no debt as of December 31, 2018~~.

~~We closed the sale of our Omaha-based Private Wealth operations, received net proceeds of $10.0 million and recognized a $0.5 million gain on sale.~~

We believe that the quality, expertise and commitment of our named executive officers are critical to achieving our business objectives and strategies. Accordingly, a principal objective of our executive compensation program is to deliver competitive total direct compensation (i.e., base salary, annual cash incentive awards, and long-term equity ~~awards, and mutual fund~~ awards) that attract, motivate and retain talented executives who can contribute to the success of our business.

~~We also believe it is important that our~~The Company's executive compensation ~~program reflect strong corporate governance.~~

~~Significant Aspects~~and compensation-related governance policies and practices are designed to reward the named executive officers for the achievement of ~~our Executive Compensation Program~~strategic and operational goals which we believe will lead to increases in stockholder returns, while discouraging unnecessary or excessive risk taking, and incorporate many best practices, including the following:



What We Do			What We Do Not Do
ü Variable "at risk" compensation accounts for a significantly larger portion of pay than fixed base salary			û We do not provide significant perquisites to executives
ü Compensation outcomes are aligned with performance achievement			û We prohibit hedging and short-sales of Company stock by executives and directors
ü Incentive plan payouts for executives have caps on the amount that can be earned			û We discourage executives and directors from pledging Company stock or holding shares in a margin account
ü Change-in-control severance is "double trigger" for our CEO			û We do not pay dividends on unvested equity-based compensation awards
ü Officers and directors are required to own significant amounts of Company stock			û We prohibit repricing of stock options without ~~shareholder~~stockholder approval
ü Clawback policy allowing recoupment of incentives for financial restatements due to misconduct or fraud			û We do not gross-up change-in-control related benefits for excise tax
ü Provide reasonable post-employment and change-in-control arrangements
ü The Committee reviews competitive compensation market data relative to our peer group and our industry

Stockholders Advisory Vote on Executive Compensation ("Say-on-Pay")

Response to the 2021 Say-on-Pay Vote

At our ~~2018~~2021 Annual Meeting of Stockholders held in April ~~2018,~~2021, over ~~98%~~97% of the votes cast (excluding abstentions and broker non-votes) on the say-on-pay proposal at the meeting were voted in favor of the proposal. The Compensation Committee attributed the significant increase from the ~~over 75%~~under 50% support received in ~~2017~~2020 to ~~improvements we made in our executive~~increased stockholder outreach and broader compensation ~~during 2016 and 2017,~~insights, as well as ~~discussions held during 2017 with nine stockholders and all employee stockholders to understand shareholder perspectives~~greater transparency on our ~~executive~~ compensation ~~program. During these discussions, stockholders and employees generally indicated support for the design of our executive compensation program.~~process. The Compensation Committee remains open to stockholder perspectives on our executive compensation program and will continue to consider the outcome of the Company's say-on-pay votes when making future compensation decisions for our executive officers.

~~We continuously evaluate~~Stockholder Engagement

In 2021 and early 2022, we reached out to representatives from our ~~pay practices and review performance metrics annually for rigor and relevance, reflecting meaningful drivers to create value for our stockholders. As further discussed in Proposal 4~~largest 20 stockholders representing over 63% of ~~this proxy statement, we are conducting an advisory vote on our executive compensation at this year’s Annual Meeting of Stockholders.~~

Our last advisory vote on the frequency of executive compensation was held at our 2017 Annual Meeting of Stockholders, when a majority of the votes cast favored conducting an annual advisory vote on executive compensation. Therefore, the Board changed the vote frequency from once every three years to an annual votethe shares voted in order to ~~give our shareholders the opportunity to provide~~obtain feedback on our executive compensation program. The Chair of the Compensation Committee, as well as other senior officers, excluding the CEO, engaged in discussions with stockholders responding to our request for meetings.

Stockholders expressed their views and perspectives on our executive compensation program, with feedback generally focused on ~~a more frequent basis.~~the following key themes:

•The firm should provide additional detail in the proxy related to ESG initiatives, reflecting the ESG information provided on the firm wesbite,

~~CEO~~•The firm should continue to enhance disclosures related to the process for establishing performance goals and ~~CIO Realized Pay~~better establishing the link between executive pay and Company performance, and

•The firm should continue to enhance disclosures related to the process behind the Compensation Committee’s decisions on executive compensation and the rationale for the existing structure and approach.

The ~~pay~~Compensation Committee values feedback from stockholders and is committed to the following actions in response:

•We will reach out to our large stockholders on an annual basis to engage in discussions regarding our executive compensation program and corporate governance structure and practices.

•We will evolve and improve the transparency of our ~~Chief Executive Officer, Mr. Casey,~~philosophy, Compensation Committee process, and ~~Chief Investment Officer, Mr. Freeman, as reported in~~compensation decisions with respect to our named executive officers, starting with this proxy statement.

•For 2021, the ~~2018 Summary Compensation Table, reflects the accounting~~short-term cash incentives for our named executive officers were tied to metrics consistent with increasing stockholder value, ~~of long-term equity awards at grant dates~~including earnings before taxes and ~~not the value actually realized by Messrs. Casey~~strategic initiatives, and ~~Freeman from these awards. Since~~ a ~~significant~~ portion of ~~the reported~~their compensation was at risk if certain target thresholds were not achieved. This evolution of ~~Messrs. Casey~~our executive compensation

will continue for 2022, consistent with a comprehensive and ~~Freeman represents potential pay, we believe it is useful~~ongoing evaluation of our future executive compensation plans.

We remain committed to ~~supplement the information provided in the 2018 Summary Compensation Table by also looking at the pay~~achieving consistently strong stockholder support for our compensation programs and trust that ~~Messrs. Casey~~our engagement efforts and ~~Freeman actually realized during the year. The table below compares~~responsiveness will merit strong support from our Income before income taxes to "realized pay" of Messrs. Casey and Freeman for each of the last five years, illustrating the strong correlation between our financial performance and the pay actually received by these individuals.stockholders.

~~__________~~

* At the Compensation Committee's discretion, 2017 Income before income taxes excludes a $4.0 million legal settlement charge.

~~__________~~

* At the Compensation Committee's discretion, 2017 Income before income taxes excludes a $4.0 million legal settlement charge.

Compensation Philosophy and Objectives

In designing and implementing our executive compensation program, the Compensation Committee is guided by the following philosophy and objectives:

•Deliver competitive total direct compensation at levels to attract, motivate and retain talented executives who can contribute to the success of our business;

•Award compensation that motivates and rewards short- and long-term individual and company performance but discourages excessive risk-taking; and

•Align named executive officers’ interests with those of our stockholders.

As ~~further discussed below, during 2017~~an executive's leadership role expands, and ~~2018~~the scope, duties and responsibilities of the executive's position increase, the Compensation Committee ~~reviewed~~believes (1) a greater portion of total compensation should be performance-based, (s) compensation plans should incentivize the retention of key executives, and ~~considered~~(3) base salary should be a relatively smaller portion of total compensation. The committee believes that a named executive officer's ("NEO") realized compensation should be driven by a mix of Company and individual performance. As stated previously, CEO compensation in 2020 and 2019 did not follow this philosophy, as the Board and Mr. Casey mutually agreed to forego his upside potential compensation based on prevailing levels of corporate performance. However, Mr. Casey's significant holdings in Company stock continued to align his interests with other stockholders even in the absence of additional stock-based compensation.

2021 Executive Compensation Components

For 2021, the principal components of compensation for the named executive officers were:


Component of Pay			Purpose and Rationale
Base salary			Fixed portion of compensation to pay for executing primary day-to-day duties and responsibilities
Annual cash incentive awards			Variable at-risk element of pay to reward for achieving specific annual performance goals
Long-term equity awards			Variable at-risk element of pay to drive performance that delivers long-term stockholder value, links the interests of our executives and stockholders and retains critical talent
Employee and post-retirement benefits			Market-competitive form of compensation to underpin the financial security and health and welfare of our executives during and after employment with Westwood

There is no pre-established target for the allocation between (i) cash and equity-based compensation and (ii) short-term and long-term incentive compensation. The Compensation Committee considers, among other things, Company performance, individual performance, and market compensation data, ~~derived from the McLagan Survey and the Custom Peer Group (as defined below) to ensure, in~~as well as its own subjective judgment ~~that~~to determine the appropriate level and mix of each component of the executive compensation program.

As shown in the Named Executive Officer Compensation Composition chart below, a significant portion, 64%, of average 2021 direct compensation for the named executive ~~officers’ total direct~~officers represented "at risk" compensation, ~~(i.e., base salary, annual cash incentive awards, long-term equity awards, and mutual fund awards~~delivered in the ~~case of Mr. Freeman) remained competitive in our marketplace for executive talent.~~

~~Role of Executive Officers in Compensation Decisions~~

In 2018, the Compensation Committee, in collaboration with Mr. Casey, formulated specific plans and awards designed to align our executive compensation program with our business objectives and strategies.

~~The Compensation Committee has full discretion regarding the compensation of our executive officers. Mr. Casey provided the Compensation Committee with his recommendations on the level and~~ form of compensation for Messrs. Forbes, Gomez, Paddon and Freeman and Mses. Gerron and Kice based upon his annual review of these executive officers’ individual performance and, where applicable, their contractual employment arrangements. In 2018, the Compensation Committee reviewed and approved Mr. Casey’s recommendations regarding the base salaries,performance-based annual cash incentive awards and time-based long-term equity ~~awards for Messrs. Forbes, Gomez~~, ~~Paddon and Freeman and Mses. Gerron and Kice.~~

awards. This compensation range aligns with that of Mr. Casey, ~~did not make recommendations to~~as shown below:

The Role of the Compensation Committee

The Board of Directors oversees the goals and objectives of the Company and the CEO, evaluates succession planning with respect to the CEO and evaluates the CEO’s performance. The Compensation Committee supports the Board by:

•Establishing the executive compensation philosophy and objectives,

•Overseeing the development and implementation of the Company’s compensation and benefits policies,

•Reviewing and approving Company and individual goals relevant to the compensation of the CEO and other named executive officers,

•Approving the compensation of the CEO, subject to ratification by the Board of Directors, and

•Approving the compensation of the other named executive officers, and

•Reviewing management development and succession plans related to executive officers, and

•Reviewing the company’s initiatives related to human capital management, diversity, equity and inclusion programs and other workforce initiatives.

The Compensation Committee’s responsibilities under its charter are further described in the “Corporate Governance Information—Board Committees” section of this proxy statement.

The Role of Senior Management

The CEO, while not a member of the Compensation Committee, attendedall of the meetings of the Compensation Committee held in 2021 to contribute to and understand the Committee’s oversight of, and decisions relating to, executive compensation. The CEO did not attend portions of the meetings relating to his own compensation. The Compensation Committee regularly conducts executive sessions without management present.

The Compensation Committee also engages in an ongoing dialog with the CEO and the Committee’s independent compensation consultants in the evaluation and establishment of the elements of our executive compensation program. Further, the Committee received input from the Senior Vice President, Head of Human Capital in making executive compensation decisions.

The Role of the Independent Compensation Consultant

For 2021, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to serve as an independent consultant to the Committee to provide information and objective advice regarding executive compensation. The Committee did not direct Meridian to perform its services in any particular manner or under any particular method. The Committee has the final authority to hire and terminate the compensation consultant, and the Committee evaluates the compensation consultant annually. Meridian does not provide any services to the Company other than in its role as advisor to the Committee, and the Committee has determined that no conflicts of interest exist as a result of the engagement of Meridian. The Committee has also retained Meridian as its independent consultant on executive and director compensation for 2022.

From time to time, Meridian contacts the Company's executive officers, and the Compensation Committee, for necessary information and makes presentations to and on behalf of the Compensation Committee that the Company's executive officers also receive.

Setting Executive Compensation

Based on the foregoing philosophy and objectives, the Compensation Committee ~~aims to structure~~structures the executive compensation program to motivate our named executive officers to achieve the Company’s business objectives and strategies and to reward them for achieving such objectives and strategies.

The Compensation Committee’s Annual Review Process

The Compensation Committee’s process for overseeing the executive compensation program is conducted throughout the year based on an annual calendar of review and approval activities. The table below provides an overview of key activities in the review and approval of our executive compensation program.


Establishing Target Compensation Opportunities and Performance Objectives			• Review and approve annual budget and performance objectives presented by senior management
			• Review and approve design of short- and long-term incentive programs for the year
			• Review and approve target compensation opportunities for the CEO, subject to ratification by the Board of Directors
			• Review and approve target compensation opportunities for other named executive officers
Mid-Year Review of Compensation Program and Market Trends			• Review Company performance and progress toward performance objectives
			• Review compensation market data and trends as compiled by the independent consultant
			• Review the compensation philosophy and compensation components
			• Consider the results of the say-on-pay vote and stockholder feedback
Assessing Year-End Results			• Assess Company performance against approved objectives and determine annual incentive payouts
			• Along with the Board, evaluate CEO performance and establish new goals for the coming year

As a part of this ongoing review, the Compensation Committee reviews and considers the annual share usage, total compensation scorecards for each executive, applicable regulatory and legal issues, the policies of proxy advisors, and Company performance, among other things.

Market Compensation Data.

The Compensation Committee reviewed market compensation data from the McLagan ~~2017~~2021 Investment Management Survey–U.S., a widely-used source for compensation information within public and private investment firms (the "McLagan Survey") and a ~~custom~~custom-designed peer group of publicly-traded asset management companies (collectively, the "Custom Peer Group").

The McLagan Survey provides detailed analyses of compensation in greater depth for investment management employees than those available from our public peers and specifically focuses on the asset management industry. The McLagan Survey

provides market compensation data for ~~approximately~~ 219 public and private investment management firms. Compensation analysis for specific officer positions in the McLagan Survey does not identify individual investment management and advisory firms. Instead, market compensation data is presented in different groupings by headquarter location, range of assets under management and job function. Confidentiality obligations to McLagan Partners and its survey participants prevent the disclosure of the firms included in the survey.

For ~~2018,~~2021, the companies comprising our Custom Peer Group were:



• Artisan Partners Asset Management		• Manning & Napier
• BrightSphere Investment Group		• Pzena Investment Management, Inc.
• ~~Cohen & Steers,~~Diamond Hill Investment Group, Inc.		• Silvercrest Asset Management Group, Inc.
• ~~Diamond Hill Investment Group,~~GAMCO Investors, Inc.		• Victory Capital Holdings
• ~~GAMCO Investors,~~Hennessy Advisors, Inc.		• Virtus Investment Partners, ~~Inc.~~
~~• Hennessy Advisors, Inc.~~	~~• WisdomTree Investments~~ Inc.

The peer companies were selected by us primarily based upon their (i) industry (asset management or financial advisory services), (ii) equity market capitalization and (iii) assets under management, ~~all based on~~using publicly available information ~~during 2016~~from 2018 to 2018. In 2018, we have updated our Custom Peer Group to include Hennessy Advisors, Inc. and Victory Capital Holdings and exclude Federated Investors, Inc. Hennessy Advisors, Inc. is a smaller U.S.-based publicly-traded asset management company primarily managing, servicing and marketing open-end mutual funds. Victory Capital Holdings is a multi-boutique asset manager that began publicly trading in February 2018. In the first quarter of 2018 OM Asset Management Plc rebranded as BrightSphere Investment Group.2021. The Compensation Committee believes the relative size, nature and operations and assets under management provide meaningful compensation and performance information. ~~Federated Investors, Inc. was removed from the Custom Peer Group due to its significantly larger assets under management, annual revenues and market capitalization as compared to Westwood.~~

We have few direct peers that are public and ~~are~~ similar in size and complexity to ~~us. As a result, most~~Westwood. Most companies that comprise the Custom Peer Group are somewhat larger than usWestwood in terms of revenues and assets under management. The Compensation Committee considers this size disparity when looking at market compensation data derived from the Custom Peer Group in the context of evaluating and approving compensation for the named executive officers.

The Compensation Committee considers the market compensation data derived from the McLagan Survey and the Custom Peer Group ~~similarly~~to be relevant, with neither source of information being the determinative factor in setting executive compensation levels. The Compensation Committee ~~uses~~refers to both sources of information ~~as a reference~~ to ensure, in its subjective judgment, that individual pay components remain competitive. The Compensation Committee does not target any individual pay component of the named executive officers to fall within a specific range or percentile of the market compensation data derived from the McLagan Survey or the Custom Peer Group.

~~2018~~2021 Executive Compensation ~~Components~~Decisions

~~For 2018, the principal components of compensation~~In 2021 we continued to focus on financial results and strategic goals. Performance targets in each area were established for the ~~named executive officers were:~~relevant parties, reflecting our efforts to attract new investors, reverse Institutional outflows, drive operational efficiencies and innovate through strategic initiatives in technology, product innovation, and expansion of services.

Primary targets for these areas include:



~~Component of Pay~~Category			~~Purpose and Rationale~~Metric
~~Base salary~~ Financial Results(1), (2)			~~Fixed portion of compensation to pay for executing primary day-to-day duties and responsibilities~~Earnings before taxes
~~Annual cash incentive awards~~ Corporate Strategic(1), (2)			~~Variable at-risk element of pay~~Continue to ~~reward for achieving specific pre-established annual performance goals~~partner with InvestCloud to explore strategic opportunities available through InvestCloud's Financial Supermarket
~~Mutual fund award~~			~~Variable at-risk element~~Promote the culture of ~~pay to motivate the CIO to maximize performance~~client service through communication and measurement of ~~a key investment strategy by achieving a pre-established annual performance goal~~outcomes for every department
~~Long-term equity awards~~			~~Variable at-risk element of pay to drive performance that delivers long-term shareholder value and links~~Rollout the ~~interests of our executives and shareholders and retains critical talent~~InvestCloud portal for three business lines
~~Employee~~			Create and ~~post-retirement benefits~~implement internal ESG initiatives and expand external messaging
			~~Market-competitive form~~Maintain a high level of ~~compensation~~cybersecurity
			Continue to ~~underpin~~expand our product offerings for clients across our business
			Expansion of services to clients through Westwood Private Bank
Department Goals(1)			Department-specific initiatives across the ~~financial security and health and welfare of our executives during and after employment with Westwood~~organization
(1) Measurement basis for NEO compensation
(2) Measurement basis for CEO compensation

~~There is no pre-established target~~

Compensation for the ~~allocation between (i) cash~~CEO

Mr. Casey's compensation is based on achievement of the aforementioned Financial Results and ~~equity-based compensation~~Strategic Goals.

As noted above, in 2019 and ~~(ii) short-term and long-term~~2020, Mr Casey did not receive any incentive compensation. ~~The~~Given the financial condition of the company and the outlook in each of these years, his earnings were limited to base salary. For 2021, the Compensation Committee ~~considers, among other things, Company performance, individual~~determined that Mr. Casey should again participate in these incentive programs, given the renewed optimism in the company’s 2021 operating plan and our objectives for at-risk compensation for executive officers. As a result, his compensation for 2021 differs considerably from the immediately preceding two years, demonstrating the alignment of the Compensation Committee’s decisions regarding Mr. Casey’s compensation with company performance and ~~market compensation data from~~stockholder returns.

It may be useful to supplement the ~~McLagan Survey and Custom Peer Group, as well as its own subjective judgment~~information provided in the 2021 Summary Compensation Table by reporting the amounts he actually realized during recent years. The table below compares our income before income taxes to ~~determine the appropriate level and mix of~~Mr. Casey's "realized pay" for each ~~component~~ of the ~~executive~~last five years, illustrating the strong correlation between our financial performance and compensation ~~program.~~

~~As shown~~he actually received. Realized pay is defined as compensation received in the ~~graph below,~~fiscal year including any cash short-term incentive payouts.

__________

* At the Compensation Committee's discretion, 2017 Income before income taxes excludes a significant portion of the named executive officers’ 2018 total direct compensation - ranging from approximately 50% to 82% - represented "at risk" compensation, delivered in the form of annual cash incentive awards and long-term equity awards. This range excludes Mr. Paddon, who was entitled to a minimum Annual Cash Incentive Award pursuant to the terms of his offer letter, and Ms. Kice, who forfeited a minimum Annual Cash Incentive Award upon her departure.$4.0 million legal settlement charge.

Base Salary

Base salary is the fixed component of the named executive officers’ annual cash compensation. The Company provides its named executive officers with a base salary to compensate them for services rendered during the ~~fiscal~~ year and in recognition of their expertise, ~~skills,~~ knowledge and experience.

Salary levels are typically ~~considered~~addressed annually as part of our performance review process, as well as upon promotions, changes in job responsibilities, or in connection with the terms of initial employment.

Base salaries of the named executive officers as of the beginning and end of ~~2018,~~2021, including any adjustments made during the year, were as follows:

Named Executive Officers Base Salary
as of
1/1/18 Base Salary
as of
12/31/18 Percentage
Change
    Brian O. Casey,
President and Chief Executive Officer $ 650,000
$ 650,000
— %
   Terry Forbes,
Senior Vice President, Chief Financial Officer & Treasurer⁽¹⁾
$ 183,000
$ 225,000
23 %
   Fabian Gomez,
Senior Vice President and Chief Operating Officer⁽¹⁾
$ 235,000
$ 260,000
11 %
   Julie K. Gerron,
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary $ 225,000
$ 250,000
11 %
   Steven Paddon,
Senior Vice President, Head of Institutional Sales $ —
$ 250,000
— %
   Mark R. Freeman,
Executive Vice President and Chief Investment Officer $ 500,000
$ 500,000
— %
   Tiffany B. Kice,
Senior Vice President, Chief Financial Officer & Treasurer $ 250,000
$ —
NM



Named Executive Officers	Base Salary as of 1/1/21		Base Salary as of 12/31/21		Change
Brian O. Casey, President & Chief Executive Officer	$	750,000	$	750,000	—	%
Terry Forbes, Senior Vice President, Chief Financial Officer & Treasurer	$	250,000	$	250,000	—	%
Fabian Gomez, Senior Vice President & Chief Operating Officer	$	275,000	$	275,000	—	%
Julie K. Gerron, Senior Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary	$	250,000	$	250,000	—	%
Steven Paddon, Senior Vice President, Head of Distribution	$	275,000	$	275,000	—	%

~~_____________________~~

~~NM Not meaningful~~

~~(1) The increases in base salary were related to the promotion of Messrs. Forbes and Gomez to their current roles.~~

Annual Cash Incentive Awards

~~In general, the~~The Compensation Committee approves annual cash incentive awards tofor each of the named executive officers. These awards are intended to focus the named executive officers on achieving short-term business objectives and strategies and to enable them to participate in our growth and profitability.

~~Annual Cash Incentive Award of Mr. Casey~~

For 2018, Mr. Casey had an annual incentive target of $1,350,000. Mr. Casey had the opportunity to earn 50% of target for achieving threshold performance and up to 185% of target for achieving maximum performance (with no payouts for performance below threshold levels). The annual incentive performance criteria were based on a scorecard with the following performance categories:

Specific performance goals were established within each category. Based on the results for 2018 and the Compensation Committee's evaluation of Mr. Casey’s performance against the scorecard performance goals, Mr. Casey earned a $1,066,500 annual cash incentive award in 2018, 79% of his 2018 incentive target of $1,350,000, which was paid in March 2019 (listed in column (f) in the "2018 Summary Compensation Table" below).

~~Annual Cash Incentive Awards of Mr. Freeman~~

In accordance with the Separation Agreement, Mr. Freeman was eligible to receive a 2018 incentive compensation of not less than $650,000 and not more than $750,000, subject to his continued employment through his resignation date in March 2019. Based on the results for 2018 and the Compensation Committee's evaluation of Mr. Freeman's contributions through his resignation date, Mr. Freeman earned a $650,000 annual cash incentive award in 2018, which was paid in March 2019 (listed in column (f) in the "2018 Summary Compensation Table" below).

~~Mutual Fund Award for Mr. Freeman~~

Mr. Freeman was eligible throughout the term of his employment agreement to receive "mutual fund share bonus awards" granted from time to time by our Board or the Compensation Committee. These annual mutual fund share bonus awards were conditioned on one or more of our mutual funds achieving one or more performance goals established by the Compensation Committee. The Compensation Committee created these awards to provide significant motivation for Mr. Freeman to maximize the performance of one or more of our mutual funds, which the Compensation Committee believed would benefit the Company and its stockholders by attracting investments into such fund(s). For 2018, Mr. Freeman and the Company entered into a Mutual Fund Share Incentive Agreement, dated April 4, 2018, with a target bonus amount of his then current base salary of $500,000, with the opportunity to earn up to $1 million for maximum performance. Subject to his Separation Agreement, Mr. Freeman forfeited his 2018 mutual fund share incentive award. Amounts earned for prior year mutual fund share incentive awards are listed in column (f) in the "2018 Summary Compensation Table".

~~Annual Cash Incentive Award for Messrs. Forbes, Gomez and Paddon and Ms. Gerron~~

We maintain a Company bonus pool in which nearly every employee of the Company is eligible to participate. In 2018 the Company bonus pool totaled $11.3 million, representing approximately 31% of the Company’s 2018 Income before income taxes. The Compensation Committee reviews the bonus pool for executive officers annually to ensure that, in its ~~subjective~~ judgment, its levels reflect industry practices, it will adequately fund potential bonuses and ~~will~~ provide sufficient capacity to reward extraordinary ~~performance, if and when earned.~~performance. The amount and calculation of the bonus pool are subject to change at the discretion of the Compensation Committee.

The following ~~2019~~February 2022 annual incentive payouts were ~~all part of~~payable from the ~~2018~~2021 bonus pool:

Name

2021 Annual Incentive Payout

Determining Factors

Brian O. Casey

937,500

●

2021 earnings before taxes; and

●

Achievement of corporate strategic goals.

Terry Forbes

167,578

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Fabian Gomez

282,813

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Julie K. Gerron

206,250

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Steven Paddon

440,415

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Name 2018 Annual Incentive Payout Determining Factors
Terry Forbes $ 110,000
● Contributions to the Company’s strategic initiatives, including corporate development, financial and tax planning;
● Membership on the Company’s Information Technology Steering Committee, Enterprise Risk Management Committee and Disclosure Committee; and
● Firm-wide oversight and enhancements of our financial reporting process and internal control over financial reporting.
Fabian Gomez $ 200,000
● Contributions to the Company's strategic initiatives, including strategic planning, information technology and investment operations;
● Membership on the Company's Information Technology Steering Committee and Enterprise Risk Management Committee;
● Management and oversight of our information technology and investment operations.
Julie K. Gerron $ 165,000
● Management and oversight of our compliance with legal and regulatory requirements;
● Management and oversight of risk management issues, including review and negotiation of legal agreements and participation in internal risk management committees;
● Oversight of external counsel with a goal toward timely resolution of legal issues (e.g. litigation, trademark issues, corporate governance, etc.); and
● Effective representation of our legal and compliance program and processes to clients, investment consulting firms and other financial intermediaries.
Steven Paddon $ 225,000
● Management and oversight of our institutional sales and client service teams;
● Membership on the Company's Information Technology Steering Committee and Enterprise Risk Management Committee;

~~Cash incentive awards earned in 2018 and paid in 2019 to Messrs. Forbes, Gomez and Paddon and Ms. Gerron are listed in column (d) in the "2018 Summary Compensation Table" below.~~

Long-Term Equity Awards

Each year, the Compensation Committee grants long-term equity awards to our named executive officers under the ~~Fifth Amended and Restated~~ Westwood Holdings Group, Inc. Stock Incentive Plan (the "Stock Incentive Plan"). These equity awards are intended to attract, retain and motivate our named executive officers as well as focus them on our long-term ~~performance.~~ performance, however, the primary goal of these awards currently is to retain our named executive officers as the Company continues its upward trajectory.

The Compensation Committee determines long-term equity awards ~~such that at-risk long-term equity compensation represents a significant portion~~to reward achievement of ~~overall compensation and provides significant motivation for~~ short- and long-term performance goals and financial results. The Compensation Committee also performs periodic benchmarking against our peers.

While the Stock Incentive Plan authorizes the grant of several types of equity awards, the Compensation Committee ~~currently expects that the~~awarded only time-based stock awards to named executive ~~officers’ long-term equity awards will be limited to time-based restricted stock awards and performance-based restricted stock awards.~~officers in 2021.

Unless the Compensation Committee determines otherwise, recipients of restricted stock awards will generally have the right to vote ~~the~~ underlying restricted shares. Dividends on restricted stock awards are accrued and payable to the recipient only when ~~the~~ underlying restricted shares vest. Any accrued dividends on forfeited shares are ~~forfeited. No restricted~~not paid. Restricted shares may not be sold, transferred, or pledged during the restricted period.

The Company does not have a formal policy on timing equity compensation grants in connection with the release of material non-public information that may affect the value of compensation. In the event that material non-public information becomes known ~~to the Compensation Committee~~ prior to granting equity awards, the Compensation Committee will ~~take the existence of~~consider such information ~~under advisement and make an assessment on~~in order to assess whether or not to delay the grant of the ~~equity~~ award ~~in order~~ to avoid any impropriety or appearance of impropriety.

~~The Board has established stock ownership guidelines for the CEO and certain other executives requiring the following minimum holdings:~~

•~~CEO holdings equal 6x base salary; and~~

•~~Officers reporting directly to the CEO holdings equal 3x base salary.~~

For each of the above, those subject to the stock ownership guidelines are required to hold 50% of net shares acquired through vesting of equity-based compensation programs until the minimum guideline level is met. Messrs. Casey, Gomez and Freeman and Ms. Gerron have met the stock ownership holding requirement as of March 4, 2019.

~~Time-Based Restricted Stock Awards~~

The Compensation Committee believes that restricted stock awards align the interests of our named executive officers with those of our stockholders because ~~the~~their value ~~of the awards~~ is tied to the market value of our common stock. ~~Time-based~~In 2021, the vesting schedule was adjusted so that time-based awards are generally subject to ratable vesting over ~~four~~three years based on the following ~~vesting~~ schedule:

•~~50%~~34% of awards vest upon the first anniversary of the grant date;

•33% of awards vest upon the second anniversary of the grant date; and

•~~25%~~33% of awards vest upon the third anniversary of the grant ~~date;~~date.

Restricted stock award sizes are determined as a component of total compensation for each executive and are designed to retain and motivate our employees, and tie them to Company performance. In February 2022, the Compensation Committee evaluated the following criteria regarding time-based restricted stock grants:

•Overall company performance in 2021;

•Performance and accomplishments of individuals in 2021;

•Market data;

•Overall Company dilution and share utilization;

•The Company's recent stock price performance; and

•~~25%~~The size of ~~awards vest upon the fourth anniversary of the grant date.~~historical award grants.

~~In February 2018,~~Accordingly, the Compensation Committee awarded the following time-based restricted stock grants to our named executive officers:


Name	Number of Restricted Shares Granted (#)	Grant Date Fair Value of Shares ($) (1)	Name	Number of Restricted Shares Granted (#)	Grant Date Fair Value of Shares ($) (1)
Brian O. Casey			Brian O. Casey	18,657	312,505
Terry Forbes	1,908	106,314	Terry Forbes	10,005	167,584
Fabian Gomez	4,650	259,098	Fabian Gomez	15,392	257,816
Julie K. Gerron	3,577	199,310	Julie K. Gerron	12,314	206,260
Tiffany B. Kice⁽²⁾	4,650	259,098
Steven Paddon			Steven Paddon	26,294	440,425

___________________

~~(1)~~

(1) Amounts reflect the grant date fair value of time-vested restricted stock awards granted to Messrs. Forbes and Gomez and Mses. Gerron and Kice in 2018, computed in accordance with ASC 718. The assumptions used in the valuation of the restricted stock awards are discussed in Note 10 "Employee Benefits" of our audited financial statements, included in our 2018 Form 10-K. The grant date fair value for these time-vested awards was based on $55.72 per share, which was the closing price of our common stock on the grant date of February 23, 2018, adjusted for the accrual of dividends on unvested shares.


~~(2)~~	~~Ms. Kice forfeited her time-based restricted stock grant of 4,650 shares upon her departure in October 2018.~~

~~Performance-Based Restricted Stock Awards~~

~~The Compensation Committee believes that granting performance-based~~ restricted stock awards granted to Messrs. Casey, Forbes, Gomez and ~~Freeman strengthens~~Paddon and Ms. Gerron in 2022, computed in accordance with ASC 718. The assumptions used in the ~~alignment~~valuation of ~~their interests with our stockholders and clients.~~

~~The Compensation Committee selected Income before income taxes as~~ the ~~basis for our 2018 performance target because it believes that this measure is a meaningful indicator~~restricted stock awards are discussed in Note 7 "Employee Benefits" of our ~~performance and profitability and aligns with the interests of our shareholders. Income before income taxes is determined based on the Company’s~~ audited financial statements, included in our 2021 Form 10-K. The grant date fair value for these time-vested awards was based on $16.75 per share, which was the closing price of our common stock on the grant date of February 23, 2022, adjusted for the ~~applicable Performance Cycle~~accrual of dividends on unvested shares.

Other Benefits and equals the Company’s revenues minus expenses, excluding tax. In the sole discretion of the Committee, earnings before taxes may exclude start up, non-recurring, mergers and acquisitions, litigation or claim adjustments or settlements, lift outs and other similar expense items.

~~Chief Executive Officer~~

~~Long-term incentive awards for Mr. Casey are determined by the Compensation Committee on an annual basis. Mr. Casey’s long-term incentive awards for 2018 included:~~

~~A performance-based restricted stock award for 35,966 performance shares, earned as follows:~~


◦	~~50% in performance shares based upon an Income before income taxes goal of $20.0 million for 2018, which vest ratably over a three-year period, and~~


◦	50% in performance shares based upon an Income before income taxes target of $36.0 million for 2018, but ranges from 25% of target for threshold performance of $32.0 million to 185% of target for maximum performance of $44.5 million ("Target Performance shares"), which vest ratably over a three-year period.


▪	~~Based on actual 2018 Income before income taxes of $36.5 million, the following table illustrates the performance shares Mr. Casey earned:~~

Shares %
Non-variable shares earned⁽¹⁾
17,983

Target Performance shares:
Threshold 4,496
25 %
Target 17,983
100 %
Maximum 33,269
185 %
Target Performance shares earned based on Income before income taxes⁽¹⁾
18,703
104 %
Total performance-based shares earned 36,686

~~___________________~~


~~(1)~~	One third of these shares vested on March 8, 2019. The remainder will vest 50% on March 8, 2020 and 2021, subject to Mr. Casey’s continued employment with the Company through each vesting date. Any unvested shares will accelerate and become fully vested upon Mr. Casey’s death, disability, termination without cause or for good reason, or upon a change of control.

As allowed under the Stock Incentive Plan and approved by the Compensation Committee, Mr. Casey will surrender approximately 12,000 of the vested shares in order to partially satisfy tax withholding requirements due to the vesting of these shares.

~~Chief Investment Officer~~

~~Long-term incentive awards for Mr. Freeman determined by the Compensation Committee o included:~~

~~A performance-based restricted stock award for 17,983 performance shares, earned as follows:~~


◦	~~50% in performance shares based upon an Income before income taxes goal of $20.0 million for 2018, which vest ratably over a three-year period, and~~


◦	50% in performance shares based upon an Income before income taxes target of $36.0 million for 2018, but ranges from 25% of target for threshold performance of $32.0 million to 185% of target for maximum performance of $44.5 million ("Target Performance shares"), which vest ratably over a three-year period.

•~~Based on actual 2018 Income before income taxes of $36.5 million, the following table illustrates the performance shares Mr. Freeman earned:~~

Shares %
Non-variable shares earned⁽¹⁾
8,992

Target Performance shares:
Threshold 2,248
25 %
Target 8,991
100 %
Maximum 16,633
185 %
Target Performance shares earned based on Income before income taxes⁽¹⁾
9,351
104 %
Total performance-based shares earned 18,343

~~___________________~~


~~(1)~~	~~One third of these shares vested on March 8, 2019. Subject to his Separation Agreement, Mr. Freeman forfeited the remainder upon his departure on March 8, 2019.~~

As allowed under the Stock Incentive Plan and approved by the Compensation Committee, Mr. Freeman will surrender approximately 7,000 of the vested shares in order to partially satisfy tax withholding requirements due to the vesting of these shares.Perquisites

Employee ~~and Post-Retirement~~ Benefits

We offer employee and post-retirement benefits to all full-time employees, including the named executive officers, in order to provide them with financial support in the event of injury, illness or disability and to help them accumulate retirement savings on a tax-favored basis. All employees are generally eligible to participate in benefit programs including medical, dental, ~~and~~ vision, ~~insurance coverage,~~ disability ~~insurance~~ and life insurance. In addition, all ~~U.S.~~ employees are generally eligible to participate in applicable health savings or flexible spending accounts. The cost of health insurance and savings plans is partially borne by the Company, including costs for the named executive officers. We bear the cost of disability insurance and a set amount of term life insurance for all employees.

Savings Plan and Matching Contributions

Under the Company’s ~~U.S.~~ Westwood Holdings Group, Inc. Savings Plan (the ~~"U.S. Savings~~"Savings Plan"), all U.S. ~~based~~ employees, including the named executive officers, are eligible to make 401(k) contributions to their plan accounts subject to annual IRS limits. We fully match employee contributions up to 6% of their eligible compensation (subject to IRS limits). Employees are vested immediately in their 401(k) contributions as well as in the Company ~~match.~~matching portion.

For 2021, the Company made 401(k) Company matching contributions of $17,400 for each of Messrs. Casey, Forbes, Gomez and Paddon, and Ms. Gerron.

Profit Sharing Contributions

The Company’s ~~U.S.~~ Savings Plan ~~also~~ authorizes us to make discretionary annual contributions to U.S. employees’ Savings Plan accounts based on our profitability and performance. The profit sharing component of the Savings Plan is broad-based and all ~~U.S.~~ employees, including the named executive officers, are eligible for discretionary profit sharing contributions. ~~Beginning with our 2017 discretionary contribution, profit~~Profit sharing contributions are subject to a four-year graded vesting schedule based on an employee's years of service. ~~Prior to 2017,~~

The Company did not make any profit sharing contributions were subject to a six-year graded vesting schedule based on an employee’s years of service. For 2018, we made a discretionary contribution for all eligible employees equal to 4% of their eligible compensation (subject to IRS limits).

For 2018, the Company made 401(k) Company matching contributions and Company profit sharing contributions totaling $27,500 for each of Messrs. Casey, Forbes, Gomez and Freeman and Ms. Gerron and $15,817 for Mr. Paddon. Ms. Kice received 401(k) Company matching contributions of $10,945 but did not receive Company profit sharing contributions.during 2021.

Perquisites

We did not provide significant perquisites to our named executive officers during ~~2018.~~2021.

Other Compensation Policies

Stock Ownership Guidelines

The Board has established stock ownership guidelines for the CEO and certain other executives requiring the following minimum holdings:

•CEO holdings equal 6x base salary; and

•Named executive officers reporting directly to the CEO holdings equal 3x base salary.

Executives subject to the stock ownership guidelines are required to hold 50% of net shares acquired through vesting of equity-based compensation programs until the minimum guideline level is met. In the event a decline in the price of the Company's common stock causes a executive’s holdings to fall below the applicable threshold, the executive will not be required to purchase additional shares to meet the threshold but is required to hold 50% of net shares acquired through vesting of equity-based compensation programs until holdings above the threshold have again been achieved. Compliance with these stock ownership guidelines is evaluated periodically as determined by our Board of Directors. Given the significant decline in the price of the Company's stock over the course of 2021, the value of shares held by certain executives fell below the minimum holding requirements. Mr. Casey, Mr. Paddon, and Ms. Gerron had met the stock ownership holding requirement as of March 4, 2022. All NEOs are in compliance with the policy by holding the required net vested shares until such time as the minimum is once again achieved.

Tax and Accounting Implications

Compliance with Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code (“Code”) limits the U.S. federal income tax deduction for compensation paid to our Chief Executive Officer and certain other highly compensated executive officers. Beginning in 2018, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer, including the Chief Financial Officer, covered by Section 162(m) of the Code is $1 million per ~~such~~ covered officer. For years prior to 2018, we ~~also~~ were permitted to receive a tax deduction for “performance-based” compensation as defined under Section 162(m) of the Code without regard to the $1 million ~~limitation. However,~~limitation, however recent U.S. tax legislation eliminated the performance-based exception. These new rules were effective starting in ~~fiscal~~ 2018 except that certain equity awards ~~that we~~ granted on or before November 2, 2017, ~~might~~could still qualify as performance-based compensation. To the extent that in 2018, or any later year, the aggregate amount of any covered officer’s salary, bonus, and amount realized from equity awards and ~~certain~~ other compensation amounts that are recognized as taxable income by the covered officer exceeds $1 million in any year, we will not be entitled to a U.S. federal income tax deduction for the amount ~~over~~that exceeds $1 million in that year.

~~The Compensation Committee believes that, in~~When establishing cash and equity incentive compensation ~~plans and arrangements~~programs for our executive officers, the Compensation Committee believes that potential deductibility of ~~the compensation~~amounts payable ~~under those plans and arrangements~~ should be only one of the relevant factors taken into ~~consideration. For that reason,~~account. Therefore, the Compensation Committee may ~~deem it appropriate~~decide to provide one or more executive officers with the opportunity to earn incentive compensation, ~~whether through~~via cash incentive awards or equity incentive awards as well as other forms of compensation,, even if all or part of that compensation may not be deductible byunder current provisions of the Code.

~~Compensation Actions for 2019~~

In response to volatility and declines in the equity markets due to a number of geopolitical and economic factors present at the start of 2019, and in combination with higher than expected net outflows during 2018, Mr. Casey has offered to waive his ability to earn any short- or long-term incentive awards for at least the first half of 2019. The Compensation Committee has accepted Mr. Casey's offer and agrees to suspend the short-term incentive plan for Mr. Casey for at least the first half of 2019 and will not grant any new long-term incentive award to Mr. Casey during this period. The Committee will reevaluate mid-year whether or not to reinstate a short-term incentive plan for the remainder of 2019 or make equity-based long-term incentive awards. Should the Committee decide to reinstate incentives, any short- or long-term incentive opportunity will be prorated so as to only reward for the portion of the year that the incentive is in place.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.




COMPENSATION COMMITTEE

Richard M. Frank, Chairman ~~Martin J. Weiland~~ Ellen H. Masterson Geoffrey R. Norman Randy A. Bowman Raymond E. Wooldridge

~~2018~~

2021 Summary Compensation Table

The following table summarizes all compensation earned by our named executive officers for the years indicated.



Name and Principal Position (a)	Year (b)	Salary ($) (c) (1)	Bonus ($) (d) (2)	Stock Awards ($) (e) (3)	Non-Equity Incentive Plan Compensation ($) (f) (4)	All Other Compensation ($) (g) (5)	Total ($) (h)	Name and Principal Position (a)	Year (b)	Salary ($) (c) (1)	Bonus ($) (d) (2)	Stock Awards ($) (e) (3)	Non-Equity Incentive Plan Compensation ($) (f)	All Other Compensation ($) (g) (4)	Total ($) (h)
Brian O. Casey	2018	650,000	—	1,994,314	1,066,500	27,500	3,738,314	Brian O. Casey	2021	750,000	937,500	312,500	—	17,400	2,017,400
President and Chief Executive Officer	2017	650,000	—	1,996,368	1,539,000	29,700	4,215,068	President and Chief Executive Officer	2020	733,333	—	—	—	17,100	750,433
	2016	650,000	—	3,954,038	1,350,000	26,500	5,980,538		2019	650,000	—	—	—	16,800	666,800
Terry Forbes	2018	191,633	110,000	106,314	—	27,500	435,447	Terry Forbes	2021	250,000	167,578	167,578	—	17,400	602,556
Senior Vice President, Chief Financial Officer & Treasurer								Senior Vice President, Chief Financial Officer & Treasurer	2020	245,833	150,000	150,000	—	17,100	562,933
Senior Vice President, Chief Financial Officer & Treasurer									2019	225,000	137,000	119,140	—	16,800	497,940
	2018	255,833	200,000	259,098	—	27,500	742,431	Fabian Gomez	2021	275,000	282,813	257,813	—	17,400	833,026
Senior Vice President, Chief Operating Officer								Senior Vice President, Chief Operating Officer	2020	272,500	225,000	225,000	—	17,100	739,600
									2019	260,000	200,000	198,541	—	16,800	675,341
Julie K. Gerron	2018	225,000	165,000	199,310	—	27,500	616,810	Julie K. Gerron	2021	250,000	206,250	206,250	—	17,400	679,900
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary	2017	225,000	—	199,824	200,000	29,700	654,524	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary	2020	250,000	185,000	185,000	—	17,100	637,100
	2016	222,500	—	274,409	190,000	26,500	713,409		2019	250,000	175,000	173,728	—	16,800	615,528
Steven Paddon	2018	158,173	225,000	—	—	29,669	412,842	Steven Paddon	2021	275,000	440,415	440,415	—	17,400	1,173,230
Senior Vice President, Head of Institutional Sales
Mark R. Freeman	2018	500,000	—	997,157	650,000	27,500	2,174,657
Executive Vice President and Chief Investment Officer	2017	500,000	—	2,093,438	1,772,500	29,700	4,395,638
	2016	500,000	—	1,118,400	1,822,091	26,500	3,466,991
Tiffany B. Kice	2018	224,750	—	259,098	—	10,945	494,793
Senior Vice President, Chief Financial Officer & Treasurer	2017	250,000	225,000	237,252	35,000	29,700	776,952
	2016	245,833	225,000	249,566	12,500	26,500	759,399
Senior Vice President, Head of Distribution								Senior Vice President, Head of Distribution	2020	275,000	237,500	237,500	—	17,100	767,100
									2019	270,833	175,000	223,354	—	16,800	685,987

~~[ ]~~

Appendix A

~~SIXTH~~EIGHTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC.

STOCK INCENTIVE PLAN


1.	~~ESTABLISHMENT, PURPOSE AND TERM OF PLAN~~.


1.	~~Establishment.~~ ~~This Sixth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”) is hereby established effective as of March 8, 2019 (the “Effective Date”).~~


2.	~~Purpose.~~ The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract and retain persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.

~~Term of Plan.~~ The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares (if any) under the terms of the Plan and the agreements evidencing the Awards granted under the Plan have lapsed. However, all Awards shall be granted, if at all, on or before March 10, 2027.


2.	~~DEFINITIONS AND CONSTRUCTION~~.


1.	~~Definitions.~~ ~~Whenever used herein, the following terms shall have their respective meanings set forth below:~~


~~(a)~~	“~~Acquiring Corporation~~”~~has the meaning given to it in Section 17.2.~~


~~(b)~~	“~~Annual Incentive Award~~” ~~has the meaning given to it in Section 11.1.~~


~~(c)~~	“~~Award~~” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations (if any) as the Committee may establish. Awards granted under the Plan may include:


~~(i)~~	~~Options awarded pursuant to Sections 6;~~


~~(ii)~~	~~Stock Appreciation Rights awarded pursuant to Section 7;~~


~~(iii)~~	~~Restricted Stock awarded pursuant to Section 9;~~


~~(iv)~~	~~Restricted Stock Units awarded pursuant to Section 10.~~


~~(v)~~	~~Other Stock-Based Awards awarded pursuant to Section 14.~~


~~(vi)~~	~~Annual Incentive Awards awarded pursuant to Section 11;~~


~~(vii)~~	~~Performance-Based Awards awarded pursuant to Section 12; and~~


~~(viii)~~	~~Discretionary Bonus Awards awarded pursuant to Section 13.~~


~~(d)~~	“~~Award Agreement~~” ~~means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of an Award granted to the Participant.~~


~~(e)~~	“~~Board~~”~~means the Board of Directors of the Company.~~


~~(f)~~	“~~Cashless Exercise~~” ~~has the meaning given to it in Section 6.3(a).~~

~~(g)~~

“~~Cause~~”shall mean any of the following: (i) the Participant’s theft of a Participating Company’s property or falsification of any Participating Company documents or records; (ii) the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information; (iii) any action by the Participant which has a detrimental effect on a Participating Company’s reputation or business; (iv) the Participant’s failure or inability to perform any reasonable assigned duties after written notice from the Participating Company Group or any Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any employment agreement between the Participant and the Participating Company Group or any Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vi) the Participant’s conviction (including any plea of guilty or

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.Establishment. This Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, as amended (the “Plan”) is hereby established effective as of March 4, 2021 (the “Effective Date”).

2.Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract and retain persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.

3.Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares (if any) under the terms of the Plan and the agreements evidencing the Awards granted under the Plan have lapsed. However, all Awards shall be granted, if at all, on or before March 10, 2027.

2.DEFINITIONS AND CONSTRUCTION.

1.Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

a.“Acquiring Corporation”has the meaning given to it in Section 17.2.

b.“Annual Incentive Award” has the meaning given to it in Section 11.1.

c.“Award” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations (if any) as the Committee may establish. Awards granted under the Plan may include:

i.Options awarded pursuant to Sections 6;

ii.Stock Appreciation Rights awarded pursuant to Section 7;

iii.Restricted Stock awarded pursuant to Section 9;

iv.Restricted Stock Units awarded pursuant to Section 10.

v.Other Stock-Based Awards awarded pursuant to Section 14.

vi.Annual Incentive Awards awarded pursuant to Section 11;

vii.Performance-Based Awards awarded pursuant to Section 12; and

viii.Discretionary Bonus Awards awarded pursuant to Section 13.

d.“Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of an Award granted to the Participant.

e.“Board”means the Board of Directors of the Company.

f.“Cashless Exercise” has the meaning given to it in Section 6.3(a).

g.“Cause”shall mean any of the following: (i) the Participant’s theft of a Participating Company’s property or falsification of any Participating Company documents or records; (ii) the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information; (iii) any action by the Participant which has a detrimental effect on a Participating Company’s reputation or business; (iv) the Participant’s failure or inability to perform any reasonable assigned duties after written notice from the Participating Company Group or any Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any employment agreement between the Participant and the Participating Company Group or any Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vi) the Participant’s conviction (including any plea of guilty or nolo contendere) of any felony or any other criminal act which impairs the Participant’s ability to perform his or her duties with the Participating Company Group or any Participating Company.

~~(h)~~

h.“Change in Control” has the meaning given to it in Section 17.1.

i.“Code”means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

j.“Committee”means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. In the absence of the Compensation Committee or other committee of the Board duly appointed to administer the Plan, “Committee”also means the Board.

k.“Company”means Westwood Holdings Group, Inc., a Delaware corporation, or any successor corporation thereto.

l.“Consultant”means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.

m.“Director”means a member of the Board or of the board of directors of any other Participating Company.

n.“Disability”means the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.

o.“Employee”means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.

p.“Exchange Act”meansthe Securities Exchange Act of 1934, as amended.

q.“Fair Market Value”means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

i.If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the New York Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

ii.If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations thereunder, without regard to any restriction other than a restriction which, by its terms, will never lapse.

r.“Good Reason”means (i) a resignation occurring within ninety (90) days following a Change in Control; (ii) the relocation of the principal place of business of the Participating Company for which the Participant renders Service to a location more than 40 miles from its location as of the date of the Change in Control without the Participant’s consent or (iii) a material reduction in the Participant’s salary or bonus opportunity, or in the Participant’s responsibilities.

s.“Incentive Stock Option”meansan Option intended to be (as set forth in the Option Agreement), and which qualifies as, an incentive stock option within the meaning of Section 422(b) of the Code.

t.“Insider”means an officer or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

u.“Non-Employee Director” means a member of the Board who is not an active Employee of the Company or any Subsidiary.

v.“Nonstatutory Stock Option”meansan Option not intended to be (as set forth in the Option Agreement), or which does not qualify as, an Incentive Stock Option.

w.“Other Stock-Based Award” means an Award granted to an eligible person under Section 14 hereof.

x.“Option”means a right to purchase Stock (subject to adjustment as provided in Section 4.3) pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

y.“Option Agreement”means an Award Agreement setting forth the terms, conditions and restrictions of an Option granted to a Participant and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of “Notice of Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.

z.“Option Expiration Date” has the meaning given to it in Section 6.4(a)(i).

aa.“Ownership Change Event” has the meaning given to it in Section 17.1.

ab.“Parent”means(i) any “parent corporation” as defined in Section 424(e) of the Code and any successor provisions; (ii) any other entity that is taxed as a corporation under Section 7701(a)(3) of the Code and is a member of the “affiliated group” as defined in Section 1504(a) of the Code of which the Company is a common subsidiary corporation, and (iii) any other entity as may be permitted from time to time by the Code or the Internal Revenue Service to be an employer of employees to whom Options may be granted; provided, however, that in each case the Company must be consolidated in the Parent’s financial statements.

ac.“Participant”means a person who has been granted one or more awards pursuant to the terms and conditions of the Plan.

ad.“Participating Company”means the Company or any Parent or Subsidiary.

ae.“Participating Company Group”means, at any point in time, all corporations or other entities collectively which are then Participating Companies.

af.“Performance-Based Exception” means the performance-based exception from the tax deductibility limitation imposed by Prior Section 162(m) of the Code, as set forth in Prior Section 162(m)(4)(C) of the Code. Notwithstanding any other provision in the Plan, the Plan is not intended to modify in any material respect any outstanding Performance-Based Award intended to qualify for the Performance-Based Exception.

ag.“Performance Cycle” means, with respect to any Annual Incentive Award, each calendar year, unless otherwise designated by the Committee.

ah.“Performance Goals”means, with respect to any Annual Incentive Award or Performance-Based Award, one or more targets, goals or levels of attainment required to be achieved in terms of the specified Performance Measure(s) during a fiscal year or specified performance period.

ai.“Performance Measure”has the meaning given to it in Section 12.

aj.“Performance-Based Award” has the meaning given to it in Section 12.

ak.“Permitted Transferees” means a member of a Participant’s immediate family, trusts for the exclusive benefit of such Participant and/or such Participant’s immediate family members, and partnerships or other entities in which the Participant and/or such immediate family members are the only partners, provided that no consideration is provided for the transfer. Immediate family members shall include a Participant’s spouse, descendants (children, grandchildren and more remote descendants), spouses of descendants, and shall include step-children and relationships arising from legal adoption.

al.“Plan” has the meaning given to it in Section 1.1.

am.“Prior Section 162(m) of the Code” means Section 162(m) of the Code as in effect immediately prior to the amendments made to Section 162(m) of the Code by Section 13601 of the Tax Cuts and Jobs Act of 2017, and the regulations and other guidance promulgated thereunder.

an.“Restricted Period” has the meaning given to it in Section 9.1.

ao.“Restricted Stock”means an award of Stock made under Section 9, which is subject to vesting provisions.

ap.“Restricted Stock Unit” means an Award granted pursuant to Section 10 and shall be evidenced by a bookkeeping entry representing the equivalent of one share of Stock.

aq.“Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

ar.“Securities Act”means the Securities Act of 1933, as amended.

as.“Service”means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service with the Participating Company Group shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Participant’s Service shall be deemed to have terminated unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under any Option Agreement. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

at.“Stock Appreciation Right” or “SAR” means a right granted pursuant to Section 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the grant price of the SAR, as set forth in the applicable Award Agreement.

au.“Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3.

av.“Subsidiary”means (i) any “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code and any successor provisions, (ii) any other entity that is taxed as a corporation under Section 7701(a)(3) of the Code and is a member of the “affiliated group” as defined in Section 1504(a) of the Code of which the Company is a common parent corporation, and (iii) any other entity as may be permitted from time to time by the Code or the Internal Revenue Service to be an employer of employees to whom Options may be granted; provided, however, that in each case the subsidiary corporation must be consolidated in the Company’s financial statements.

aw.“Ten Percent Owner Participant”means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

2. Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

1.Administration. Unless the Board determines otherwise,the Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan.

2.Authority of Officers. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of, or which is allocated, to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.Powers. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

a.to determine the persons to whom, and the time or times at which, Awards shall be granted and, if applicable, the number of shares of Stock to be subject thereto;

b.to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

c.to determine the Fair Market Value of shares of Stock or other property;

d.to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and, if applicable, any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of an Option, (ii) the grant price of an SAR, (iii) the method of payment for shares purchased upon the exercise of the Option, (iv) the method for satisfaction of any tax withholding obligation arising in connection with the Award or such shares of Stock issued or cash provided thereunder, including by the withholding or delivery of shares of Stock or cash, (v) the timing, terms and conditions of the exercisability of the Award or the vesting of any shares acquired upon the exercise thereof, (vi) the time of the expiration of the Award, (vi) the effect of the Participant’s termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Award not inconsistent with the terms of the Plan;

e.to approve one or more forms of Award Agreement or Option Agreement;

f.to amend, modify, extend, cancel or renew any Award, or to waive any restrictions or conditions applicable to any Award or any shares of Stock acquired upon the exercise thereof, provided, however, that, notwithstanding anything in this Plan to the contrary: (i) the Committee shall not have discretion to accelerate vesting of an outstanding Award other than in connection with the Participant’s death or Disability, or in connection with the consummation of a Change in Control; and (ii) other than with respect to an adjustment described in Section 4.3, the Committee shall not, without stockholder approval, (A) lower the exercise price of an existing Option, (B) lower the grant price of an existing SAR, (C) cancel an existing Option (or SAR) in exchange for the grant of any new Option (or SAR) with a lower exercise price or grant price than the cancelled or exchanged Option (or SAR), (D) cancel an existing Option (or SAR) in exchange for cash, other property or the grant of any new Award at a time when the exercise price of the existing Option (or the grant price of the existing SAR) is greater than the current Fair Market Value of a share of Stock, or (E) take any other action with respect to an Option or SAR that would be treated as a “repricing” under generally accepted accounting principles;

g.to continue, extend or defer the exercisability of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant’s termination of Service with the Participating Company Group;

h.to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards;

i.to correct any defect, supply any omission or reconcile any inconsistency in the Plan, any Award Agreement or Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and

j.to consider, upon an Employee’s termination of Service on account of a Disability, the circumstances of such Disability and whether the Employee’s Award should be amended to provide that it is fully vested, if the Committee in its sole discretion considers such action in the best interest of the Company and the Employee.

4. Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

5. Indemnification. In addition to such other rights of indemnification as they may have as members of the Committee or Board or officers or employees of the Participating Company Group, members of the Committee or Board and any officers or employees of the Participating Company Group to whom authority to act for the Committee or Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such

action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4. SHARES SUBJECT TO PLAN.

1.Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 5,898,100. Shares issued under the Plan shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If all or a portion of an outstanding Award for any reason expires, terminates, is canceled or settled in cash, any shares of Stock subject to that portion of the Award that expired, terminated, was cancelled or was settled in cash shall again be available for issuance under the Plan. If shares of Restricted Stock are forfeited, the shares of Stock so forfeited shall again be available for issuance under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment of the exercise price of an Option, as well as any shares of Stock exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. If any shares of Stock delivered to a Participant upon the exercise of an Option, or any shares of Stock issued to a Participant pursuant to any other Award, shall for any reason be repurchased by the Company under a repurchase option provided under any Award Agreement, the shares of Stock repurchased by the Company under such repurchase option shall revert to and become available for issuance again under the Plan.

2.Award Limits. Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock with respect to which Awards may be granted in a single calendar year to an individual Participant may not exceed 316,033 shares. The maximum amount a Participant may earn for any calendar year under cash incentive awards (including Annual Incentive Awards and cash Performance Based Awards) granted to such Participant under the Plan is $5 million.

3.Adjustments for Changes in Capital Structure.

a.In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made (i) in the number and class of shares subject to the Plan and to any outstanding Awards (if applicable), (ii) in the exercise or grant price per share of any outstanding Awards (if applicable), and (iii) in the maximum number of shares with respect to which Awards may be granted to any Participant in a calendar year. If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 17.1) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are exercisable for or settled in New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.3 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The adjustments determined by the Committee pursuant to this Section 4.3 shall be final, binding and conclusive.

b.In addition to the adjustments permitted under paragraph (a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any of the events described in Section 4.3(a), including, but not limited to, (i) modifications of performance goals and changes in the length of Performance Cycles or performance periods, (ii) the substitution of other property of equivalent value (including, without limitation, cash, other securities and securities of entities other than the Company that agree to such substitution) for the shares of Stock available under the Plan or the shares of Stock covered by outstanding Awards, including arranging for the assumption, or replacement with new awards, of Awards held by Participants, but in either case only to the extent permitted by Prior Section 162(m) of the Code with respect to Awards intended to qualify for the Performance-Based Exception, or (iii) in connection with any sale of a Subsidiary, arranging for the assumption, or replacement with new

awards, of Awards held by Participants employed by the affected Subsidiary by the Subsidiary or an entity that controls the Subsidiary following the sale of such Subsidiary.

c.The determination of the Committee as to the foregoing adjustments set forth in this Section 4.3(c), if any, shall be made in accordance with Sections 409A or 424 of the Code, to the extent applicable, and shall be conclusive and binding on Participants under the Plan.

5. ELIGIBILITY AND OPTION LIMITATIONS.

1.Persons Eligible for Awards. Awards may be granted pursuant to this Plan only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one Award.

2.Option Grant Restrictions. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1.

3.Fair Market Value Limitation. To the extent that Options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for Stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such Options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Stock shall be determined as of the time the Option with respect to such Stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

6. ~~Change in Control~~” ~~has the meaning given to it in Section 17.1.~~


~~(i)~~	“~~Code~~”~~means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.~~

~~(j)~~

“~~Committee~~”means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. In the absence of the Compensation Committee or other committee of the Board duly appointed to administer the Plan, “~~Committee~~”~~also means the Board.~~


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

~~(l)~~

“~~Consultant~~”means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.


~~(m)~~	“~~Director~~”~~means a member of the Board or of the board of directors of any other Participating Company.~~


~~(n)~~	“~~Disability~~”~~means the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.~~

~~(o)~~

“~~Employee~~”means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; ~~provided~~, ~~however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.~~


~~(p)~~	“~~Exchange Act~~”~~meansthe Securities Exchange Act of 1934, as amended.~~


~~(q)~~	“~~Fair Market Value~~”means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

~~(i)~~

If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the New York Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in ~~The Wall Street Journal~~ or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

~~(ii)~~

If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations thereunder, without regard to any restriction other than a restriction which, by its terms, will never lapse.

~~(r)~~

“~~Good Reason~~”means (i) a resignation occurring within ninety (90) days following a Change in Control; (ii) the relocation of the principal place of business of the Participating Company for which the Participant renders Service to a location more than 40 miles from its location as of the date of the Change in Control without the Participant’s consent or (iii) a material reduction in the Participant’s salary or bonus opportunity, or the Participant’s responsibilities.


~~(s)~~	“~~Incentive Stock Option~~”~~meansan Option intended to be (as set forth in the Option Agreement), and which qualifies as, an incentive stock option within the meaning of Section 422(b) of the Code.~~


~~(t)~~	“~~Insider~~”~~means an officer or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.~~


~~(u)~~	“~~Non-Employee Director~~” ~~means a member of the Board who is not an active Employee of the Company or any Subsidiary.~~


~~(v)~~	“~~Nonstatutory Stock Option~~”~~meansan Option not intended to be (as set forth in the Option Agreement), or which does not qualify as, an Incentive Stock Option.~~


~~(w)~~	“~~Other Stock-Based Award~~” ~~means an Award granted to an eligible person under Section 14 hereof.~~


~~(x)~~	“~~Option~~”means a right to purchase Stock (subject to adjustment as provided in Section 4.3) pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

~~(y)~~

“~~Option Agreement~~”means an Award Agreement setting forth the terms, conditions and restrictions of an Option granted to a Participant and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of “Notice of Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.


~~(z)~~	“~~Option Expiration Date~~” ~~has the meaning given to it in Section 6.4(a)(i).~~


~~(aa)~~	“~~Ownership Change Event~~” ~~has the meaning given to it in Section 17.1.~~

~~(ab)~~

“~~Parent~~”~~means~~(i) any “parent corporation” as defined in Section 424(e) of the Code and any successor provisions; (ii) any other entity that is taxed as a corporation under Section 7701(a)(3) of the Code and is a member of the “affiliated group” as defined in Section 1504(a) of the Code of which the Company is a common subsidiary corporation, and (iii) any other entity as may be permitted from time to time by the Code or the Internal Revenue Service to be an employer of employees to whom Options may be granted; provided, however, that in each case the Company must be consolidated in the Parent’s financial statements.


~~(ac)~~	“~~Participant~~”~~means a person who has been granted one or more awards pursuant to the terms and conditions of the Plan.~~


~~(ad)~~	“~~Participating Company~~”~~means the Company or any Parent or Subsidiary.~~


~~(ae)~~	“~~Participating Company Group~~”~~means, at any point in time, all corporations or other entities collectively which are then Participating Companies.~~

~~(af)~~

“~~Performance-Based Exception~~” means the performance-based exception from the tax deductibility limitation imposed by Prior Section 162(m) of the Code, as set forth in Prior Section 162(m)(4)(C) of the Code. Notwithstanding any other provision in the Plan, the Plan is not intended to modify in any material respect any outstanding Performance-Based Award intended to qualify for the Performance-Based Exception.


~~(ag)~~	“~~Performance Cycle~~” ~~means, with respect to any Annual Incentive Award, each calendar year, unless otherwise designated by the Committee.~~


~~(ah)~~	“~~Performance Goals~~”means, with respect to any Annual Incentive Award or Performance-Based Award, one or more targets, goals or levels of attainment required to be achieved in terms of the specified Performance Measure(s) during a fiscal year or specified performance period.


~~(ai)~~	“~~Performance Measure~~”~~has the meaning given to it in Section 12.~~


~~(aj)~~	“~~Performance-Based Award~~” ~~has the meaning given to it in Section 12.~~

~~(ak)~~

“~~Permitted Transferees~~” means a member of a Participant’s immediate family, trusts for the exclusive benefit of such Participant and/or such Participant’s immediate family members, and partnerships or other entities in which the Participant and/or such immediate family members are the only partners, provided that no consideration is provided for the transfer. Immediate family members shall include a Participant’s spouse, descendants (children, grandchildren and more remote descendants), spouses of descendants, and shall include step-children and relationships arising from legal adoption.


~~(al)~~	“~~Plan~~” ~~has the meaning given to it in Section 1.1.~~


~~(am)~~	“~~Prior Section 162(m) of the Code~~” means Section 162(m) of the Code as in effect immediately prior to the amendments made to Section 162(m) of the Code by Section 13601 of the Tax Cuts and Jobs Act of 2017, and the regulations and other guidance promulgated thereunder.


~~(an)~~	“~~Restricted Period~~” ~~has the meaning given to it in Section 9.1.~~


~~(ao)~~	“~~Restricted Stock~~”~~means an award of Stock made under Section 9, which is subject to vesting provisions.~~


~~(ap)~~	“~~Restricted Stock Unit~~” ~~means an Award granted pursuant to Section 10 and shall be evidenced by a bookkeeping entry representing the equivalent of one share of Stock.~~


~~(aq)~~	“~~Rule 16b~~-3” ~~means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.~~


~~(ar)~~	“~~Securities Act~~”~~means the Securities Act of 1933, as amended.~~

~~(as)~~

“~~Service~~”means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service with the Participating Company Group shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Participant’s Service shall be deemed to have terminated unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under any Option Agreement. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.


~~(at)~~	“~~Stock Appreciation Right” or “SAR~~” means a right granted pursuant to Section 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the grant price of the SAR, as set forth in the applicable Award Agreement.


~~(au)~~	“~~Stock~~” ~~means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3.~~

~~(av)~~

“~~Subsidiary~~”means (i) any “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code and any successor provisions, (ii) any other entity that is taxed as a corporation under Section 7701(a)(3) of the Code and is a member of the “affiliated group” as defined in Section 1504(a) of the Code of which the Company is a common parent corporation, and (iii) any other entity as may be permitted from time to time by the Code or the Internal Revenue Service to be an employer of employees to whom Options may be granted; provided, however, that in each case the subsidiary corporation must be consolidated in the Company’s financial statements.


~~(aw)~~	“~~Ten Percent Owner Participant~~”means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.


2.	~~Construction.~~ Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


3.	~~ADMINISTRATION~~.


1.	~~Administration.~~ ~~Unless the Board determines otherwise,~~the Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan.


2.	~~Authority of Officers.~~ Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.


3.	~~Powers.~~ ~~In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:~~


~~(a)~~	~~to determine the persons to whom, and the time or times at which, Awards shall be granted and, if applicable, the number of shares of Stock to be subject thereto;~~


~~(b)~~	~~to designate Options as Incentive Stock Options or Nonstatutory Stock Options;~~


~~(c)~~	~~to determine the Fair Market Value of shares of Stock or other property;~~

~~(d)~~

to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and, if applicable, any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of an Option, (ii) the grant price of an SAR, (iii) the method of payment for shares purchased upon the exercise of the Option, (iv) the method for satisfaction of any tax withholding obligation arising in connection with the Award or such shares of Stock issued or cash provided thereunder, including by the withholding or delivery of shares of Stock or cash, (v) the timing, terms and conditions of the exercisability of the Award or the vesting of any shares acquired upon the exercise thereof, (vi) the time of the expiration of the Award, (vi) the effect of the Participant’s termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Award not inconsistent with the terms of the Plan;


~~(e)~~	~~to approve one or more forms of Award Agreement or Option Agreement;~~

~~(f)~~

~~to amend, modify, extend, cancel or renew any Award, or to waive any restrictions or conditions applicable to any Award or any shares of Stock acquired upon the exercise thereof,~~ ~~provided, however~~, that, notwithstanding anything in this Plan to the contrary: (i) the Committee shall not have discretion to accelerate vesting of an outstanding Award other than in connection with the Participant’s death or Disability, or in connection with the consummation of a Change in Control; and (ii) other than with respect to an adjustment described in Section 4.3, the Committee shall not, without stockholder approval, (A) lower the exercise price of an existing Option, (B) lower the grant price of an existing SAR, (C) cancel an existing Option (or SAR) in exchange for the grant of any new Option (or SAR) with a lower exercise price or grant price than the cancelled or exchanged Option (or SAR), (D) cancel an existing Option (or SAR) in exchange for cash, other property or the grant of any new Award at a time when the exercise price of the existing Option (or the grant price of the existing SAR) is greater than the current Fair Market Value of a share of Stock, or (E) take any other action with respect to an Option or SAR that would be treated as a “repricing” under generally accepted accounting principles;


~~(g)~~	to continue, extend or defer the exercisability of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant’s termination of Service with the Participating Company Group;


~~(h)~~	to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards;


~~(i)~~	to correct any defect, supply any omission or reconcile any inconsistency in the Plan, any Award Agreement or Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and


~~(j)~~	to consider, upon an Employee’s termination of Service on account of a Disability, the circumstances of such Disability and whether the Employee’s Award should be amended to provide that it is fully vested, if the Committee in its sole discretion considers such action in the best interest of the Company and the Employee.


4.	~~Administration with Respect to Insiders.~~ With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

~~Indemnification.~~ In addition to such other rights of indemnification as they may have as members of the Committee or Board or officers or employees of the Participating Company Group, members of the Committee or Board and any officers or employees of the Participating Company Group to whom authority to act for the Committee or Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.


4.	~~SHARES SUBJECT TO PLAN~~.

~~Maximum Number of Shares Issuable.~~ ~~Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be~~ ~~5,048,100~~. Shares issued under the Plan shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If all or a portion of an outstanding Award for any reason expires, terminates, is canceled or settled in cash, any shares of Stock subject to that portion of the Award that expired, terminated, was cancelled or was settled in cash shall again be available for issuance under the Plan. If shares of Restricted Stock are forfeited, the shares of Stock so forfeited shall again be available for issuance under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment of the exercise price of an Option, as well as any shares of Stock exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. If any shares of Stock delivered to a Participant upon the exercise of an Option, or any shares of Stock issued to a Participant pursuant to any other Award, shall for any reason be repurchased by the Company under a repurchase option provided under any Award Agreement, the shares of Stock repurchased by the Company under such repurchase option shall revert to and become available for issuance again under the Plan.

~~Award Limits.~~ Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock with respect to which Awards may be granted in a single calendar year to an individual Participant may not exceed 316,033 shares. The maximum amount a Participant may earn for any calendar year under cash incentive awards (including Annual Incentive Awards and cash Performance Based Awards) granted to such Participant under the Plan is $5 million.


3.	~~Adjustments for Changes in Capital Structure~~.

~~(a)~~

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made (i) in the number and class of shares subject to the Plan and to any outstanding Awards (if applicable), (ii) in the exercise or grant price per share of any outstanding Awards (if applicable), and (iii) in the maximum number of shares with respect to which Awards may be granted to any Participant in a calendar year. If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 17.1) shares of another corporation (the “~~New Shares~~”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are exercisable for or settled in New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.3 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The adjustments determined by the Committee pursuant to this Section 4.3 shall be final, binding and conclusive.

~~(b)~~

In addition to the adjustments permitted under paragraph (a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any of the events described in Section 4.3(a), including, but not limited to, (i) modifications of performance goals and changes in the length of Performance Cycles or performance periods, (ii) the substitution of other property of equivalent value (including, without limitation, cash, other securities and securities of entities other than the Company that agree to such substitution) for the shares of Stock available under the Plan or the shares of Stock covered by outstanding Awards, including arranging for the assumption, or replacement with new awards, of Awards held by Participants, but in either case only to the extent permitted by Prior Section 162(m) of the Code with respect to Awards intended to qualify for the Performance-Based Exception, or (iii) in connection with any sale of a Subsidiary, arranging for the assumption, or replacement with new awards, of Awards held by Participants employed by the affected Subsidiary by the Subsidiary or an entity that controls the Subsidiary following the sale of such Subsidiary.


~~(c)~~	The determination of the Committee as to the foregoing adjustments set forth in this Section 4.3(c), if any, shall be made in accordance with Sections 409A or 424 of the Code, to the extent applicable, and shall be conclusive and binding on Participants under the Plan.


5.	~~ELIGIBILITY AND OPTION LIMITATIONS~~.

~~Persons Eligible for Awards.~~ Awards may be granted pursuant to this Plan only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1) Award.

~~Option Grant Restrictions.~~ Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1.

~~Fair Market Value Limitation.~~ To the extent that Options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for Stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such Options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Stock shall be determined as of the time the Option with respect to such Stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.


6.	TERMS AND CONDITIONS OF OPTIONS.

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

1.Exercise Price. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (b) no Incentive Stock Option granted to a Ten Percent Owner Participant shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

2.Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Participant shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

3.Payment of Exercise Price.

a. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (b) no Incentive Stock Option granted to a Ten Percent Owner Participant shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

~~Exercisability and Term of Options.~~ Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Participant shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.


3.	~~Payment of Exercise Price.~~

~~(a)~~

Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. In no event shall the Company accept a promissory note in payment of the exercise price, or make a loan to a Participant to enable the Participant to exercise an Option. The Committee may at any time or from time to time, by approval of or by amendment to the standard forms of Option Agreement described in Section 6.6, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

b.Limitations on Forms of Consideration.

i.Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

ii.Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

4. Effect of Termination of Service

a. Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee in the grant of an Option and set forth in the Option Agreement, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time period determined in accordance with this Section 6.4 and thereafter shall terminate:

i.Disability. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “~~Cashless Exercise~~”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. In no event shall the Company accept a promissory note in payment of the exercise price, or make a loan to a Participant to enable the Participant to exercise an Option. The Committee may at any time or from time to time, by approval of or by amendment to the standard forms of Option Agreement described in Section 6.6, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.


~~(b)~~	~~Limitations on Forms of Consideration.~~


~~(i)~~	~~Tender of Stock.~~ Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.


~~(ii)~~	~~Cashless Exercise.~~ The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.


4.	~~Effect of Termination of Service.~~

~~(a)~~

~~Option Exercisability~~. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee in the grant of an Option and set forth in the Option Agreement, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time period determined in accordance with this Section 6.4 and thereafter shall terminate:

~~(i)~~

~~Disability.~~ If the Participant’s Service with the Participating Company Group terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of one (1) year (or such other period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”).

ii.Death. If the Participant’s Service with the Participating Company Group terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of one (1) year (or such other period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “~~Option Expiration Date”).~~

~~(ii)~~

~~Death.~~ If the Participant’s Service with the Participating Company Group terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of one (1) year (or such other period of time as determined by the

Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months (or such other period of time as determined by the Committee, in its discretion) after the Participant’s termination of Service.

~~(iii)~~

iii.Cause. If the Participant’s Service with the Participating Company Group is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.

iv.Termination of Service. If the Participant’s Service with the Participating Company Group terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s

Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months (or such other period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

b. Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 20 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

c. Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.

d. Option Vesting. Every Option awarded under the Plan (including those Options awarded prior to the Effective Date, which are hereby amended to incorporate the following terms) shall become 100% vested if the Participant’s Service with the Participating Company Group terminates because of the death of the Participant, as of the date of the Participant’s death.

5. Dividend Payments. No dividends or dividend equivalents will be accrued or paid with respect to Options.

6. Standard Forms of Option Agreement.

a.Option Agreement. Unless otherwise provided by the Committee at the time the Option is granted, an Option shall comply with and be subject to the terms and conditions set forth in the form of Option Agreement approved by the Committee concurrently with its adoption of the Plan and as amended from time to time.

b.Authority to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of Option Agreement described in this Section 6.6 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan.

7. STOCK APPRECIATION RIGHTS

1.Grant of Stock Appreciation Rights.

a.A Stock Appreciation Right may be granted to any eligible person selected by the Committee. A Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement, provided that the term of any Stock Appreciation Right shall not exceed ten years.

b.A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount equal to the product of (i) the excess of (A) the Fair Market Value of the shares of Stock on the date the Stock Appreciation Right is exercised over (B) the grant price of the Stock Appreciation Right and (ii) the number of shares of Stock with respect to which the Stock Appreciation Right is exercised, subject to any limitations the Committee may impose.

c.The grant price per share of Stock subject to a Stock Appreciation Right shall be determined by the Committee and set forth in the Award Agreement; provided that, the grant price for any Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant.

d.The provisions set forth in Section 6.4 with respect to the exercise of Options following termination of employment shall apply as well to such exercise of SARs.

2. Payment and Limitations on Exercise. Payment of the amounts determined under Section 7.1(b) hereof shall be in cash, in shares of Stock (based on the Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee.

3. Dividend Payments. No dividends or dividend equivalents will be accrued or paid with respect to SARs.

8. ~~. If the Participant’s Service with the Participating Company Group is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.~~

~~(iv)~~

~~Termination of Service.~~ If the Participant’s Service with the Participating Company Group terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months (or such other period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

~~(b)~~

~~Extension if Exercise Prevented by Law~~. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 20 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

~~(c)~~

~~Extension if Participant Subject to Section 16(b).~~ Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190^th~~) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.~~


~~(d)~~	~~Option Vesting~~. Every Option awarded under the Plan (including those Options awarded prior to the Effective Date, which are hereby amended to incorporate the following terms) shall become 100% vested if the Participant’s Service with the Participating Company Group terminates because of the death of the Participant, as of the date of the Participant’s death.


5.	~~Dividend Payments.~~ ~~No dividends or dividend equivalents will be accrued or paid with respect to Options.~~


6.	~~Standard Forms of Option Agreement.~~


~~(a)~~	~~Option Agreement.~~ Unless otherwise provided by the Committee at the time the Option is granted, an Option shall comply with and be subject to the terms and conditions set forth in the form of Option Agreement approved by the Committee concurrently with its adoption of the Plan and as amended from time to time

~~(b)~~

~~Authority to Vary Terms.~~ The Committee shall have the authority from time to time to vary the terms of any standard form of Option Agreement described in this Section 6.6 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan.


7.	~~STOCK APPRECIATION RIGHTS~~


1.	~~Grant of Stock Appreciation Rights.~~


~~(a)~~	A Stock Appreciation Right may be granted to any eligible person selected by the Committee. A Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement, provided that the term of any Stock Appreciation Right shall not exceed ten years.

~~(b)~~

A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount equal to the product of (i) the excess of (A) the Fair Market Value of the shares of Stock on the date the Stock Appreciation Right is exercised over (B) the grant price of the Stock Appreciation Right and (ii) the number of shares of Stock with respect to which the Stock Appreciation Right is exercised, subject to any limitations the Committee may impose.


~~(c)~~	~~The grant price per share of Stock subject to a Stock Appreciation Right shall be determined by the Committee and set forth in the Award Agreement;~~ ~~provided that, the grant price for any Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant.~~


~~(d)~~	~~The provisions set forth in Section 6.4 with respect to the exercise of Options following termination of employment shall apply as well to such exercise of SARs.~~


2.	~~Payment and Limitations on Exercise.~~ Payment of the amounts determined under Section 7.1(b) hereof shall be in cash, in shares of Stock (based on the Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee.


3.	~~Dividend Payments.~~ ~~No dividends or dividend equivalents will be accrued or paid with respect to SARs.~~


8.	AWARDS TO NON-EMPLOYEE DIRECTORS.

Non-Employee Directors are eligible to receive any type of Award under this Plan other than Incentive Stock Options. The grant of an Award to a Non-Employee Director shall be made by the Committee, subject to approval by the Board. Notwithstanding anything in the Plan to the contrary, the aggregate grant date fair value for financial reporting purposes of Awards granted during a calendar year to a Non-Employee Director as compensation for his or her services as a Director, taken together with the cash fees paid during the calendar year to the Non-Employee Director as compensation for his or her services as a Director, shall not exceed (a) $350,000 in total value in the case of a Non-Employee Director other than the Chairman of the Board, and (b) $500,000 in total value in the case of the Chairman of the Board. For the avoidance of doubt, Awards granted to Non-Employee Directors shall be subject to all of the other limitations set forth in the Plan.

9. AWARD AND DELIVERY OF RESTRICTED STOCK.

~~AWARD AND DELIVERY OF RESTRICTED STOCK~~

1.Restricted Period. At the time an award of Restricted Stock is made, the Committee shall establish a period or periods of time (each a “Restricted Period”) or such other restrictions on the vesting of the Restricted Stock as it shall deem appropriate or applicable to such award. Each award of Restricted Stock may have a different Restricted Period or Restricted Periods. The Committee may, in its sole discretion, at the time an award is made, provide for the incremental lapse of Restricted Periods with respect to a portion or portions of the Restricted Stock awarded, and for the lapse or termination of restrictions upon all or any portion of the Restricted Stock upon the satisfaction of other conditions in addition to or other than the expiration of the applicable Restricted Period. The Committee may also, in its sole discretion, shorten or terminate a Restricted Period or waive any conditions for the lapse or termination of restrictions with respect to all or any portion of the Restricted Stock.

2..

~~Restricted Period.~~ ~~At the time an award of Restricted Stock is made, the Committee shall establish a period or periods of time (each a~~ “~~Restricted Period~~”) or such other restrictions on the vesting of the Restricted Stock as it shall deem appropriate or applicable to such award. Each award of Restricted Stock may have a different Restricted Period or Restricted Periods. The Committee may, in its sole discretion, at the time an award is made, provide for the incremental lapse of Restricted Periods with respect to a portion or portions of the Restricted Stock awarded, and for the lapse or termination of restrictions upon all or any portion of the Restricted Stock upon the satisfaction of other conditions in addition to or other than the expiration of the applicable Restricted Period. The Committee may also, in its sole discretion, shorten or terminate a Restricted Period or waive any conditions for the lapse or termination of restrictions with respect to all or any portion of the Restricted Stock.

Rights and Privileges. At the time a grant of Restricted Stock is made to a Participant, a stock certificate representing a number of shares of the Company’s common stock equal to the number of shares of such Restricted Stock shall be registered in the Participant’s name but shall be held in custody by the Company for such Participant’s account. The Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote the Restricted Stock, except that, subject to the earlier lapse or termination of restrictions as herein provided, the following restrictions shall apply: (i) the Participant shall not be entitled to delivery of the stock certificate evidencing Restricted Stock until the expiration or termination of the Restricted Period applicable to such shares and the satisfaction of any other conditions prescribed by the Committee; (ii) none of the shares then subject to a Restricted Period shall be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period applicable to such shares and until the satisfaction of any other conditions prescribed by the Committee; and (iii) all of the shares then subject to a Restricted Period shall be forfeited and all rights of the Participant to such Restricted Stock shall terminate without further obligation on the part of the Company if the Participant ceases to be an Employee, Consultant or Director of the Company or any of its subsidiaries before the expiration or termination of such Restricted Period and the satisfaction of any other conditions prescribed by the Committee applicable to such Restricted Stock. No dividends or dividend equivalents will be paid with respect to outstanding shares of Restricted Stock then subject to a Restricted Period. The Committee may provide that dividends or dividend equivalents will be accrued with respect to such shares of Restricted Stock, in which event the dividends will be subject to the vesting conditions applicable to the corresponding shares of Restricted Stock. Accordingly, such dividends will be forfeited if and to the extent such vesting conditions are not satisfied. If the Committee determines that dividends with respect to Restricted Stock will be paid in the form of additional shares of Restricted Stock, then the Committee may, in its sole discretion, cause the Company to register in the name of a Participant a stock certificate representing such shares of Restricted Stock issued as a dividend, and may cause the Company to hold such certificate in custody for the Participant’s account subject to the applicable vesting and other terms and conditions. Upon a forfeiture of any shares of the Company’s common stock equal to the number of shares of such Restricted Stock shall be registered in the Participant’s name but shall be held in custody by the Company for such Participant’s account. The Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote the Restricted Stock, except that, subject to the earlier lapse or termination of restrictions as herein provided, the following restrictions shall apply: (i) the Participant shall not be entitled to delivery of the stock certificate evidencing Restricted Stock until the expiration or termination of the Restricted Period applicable to such shares and the satisfaction of any other conditions prescribed by the Committee; (ii) none of the shares then subject to a Restricted Period shall be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period applicable to such shares and until the satisfaction of any other conditions prescribed by the Committee; and (iii) all of the shares then subject to a Restricted Period shall be forfeited and all rights of the Participant to such Restricted Stock shall terminate without further obligation on the part of the Company if the Participant ceases to be an Employee, Consultant or Director of the Company or any of its subsidiaries before the expiration or termination of such Restricted Period and the satisfaction of any other conditions prescribed by the Committee applicable to such Restricted Stock. No dividends or dividend equivalents will be paid with respect to outstanding shares of Restricted Stock then subject to a Restricted Period. The Committee may provide that dividends or dividend equivalents will be accrued with respect to such shares of Restricted Stock, in which event the dividends will be subject to the vesting conditions applicable to the corresponding shares of Restricted Stock. Accordingly, such dividends will be forfeited if and to the extent such vesting conditions are not satisfied. If the Committee determines that dividends with respect to Restricted Stock will be paid in the form of additional shares of Restricted Stock, then the Committee may, in its sole discretion, cause the Company to register in the name of a Participant a stock certificate representing such shares of Restricted Stock issued as a dividend, and may cause the Company to hold such certificate in custody for the Participant’s account subject to the applicable vesting and other terms and conditions. Upon a forfeiture of any shares

of Restricted Stock (including, without limitation, shares of Restricted Stock issued as dividends), such forfeited shares of Restricted Stock shall be transferred to the Company without further action by the Participant.

3.Expiration of Restricted Period.Upon the expiration or termination of the Restricted Period applicable to Restricted Stock and the satisfaction of any other conditions prescribed by the Committee or at such earlier time as provided for herein, the restrictions applicable to the Restricted Stock to such Restricted Period shall lapse and a certificate for a number of shares of Common Stock equal to the number of shares of Restricted Stock with respect to which the restrictions have expired or terminated shall be delivered, free of all such restrictions, except any that may be imposed by law, to the Participant. The Company shall not be required to deliver any fractional share of Common Stock but shall pay to the Participant, in lieu thereof, the product of (i) the Fair Market Value per share (determined as of the date the restrictions expire or terminate) and (ii) the fraction of a share to which such Participant would otherwise be entitled.

4.Vesting Events for Restricted Stock. If the Employee terminates employment by reason of death, all of his or her shares of Restricted Stock shall become 100% vested upon the date of death. All Restricted Stock awards prior to the Effective Date are hereby amended to incorporate these terms.

10. Upon the expiration or termination of the Restricted Period applicable to Restricted Stock and the satisfaction of any other conditions prescribed by the Committee or at such earlier time as provided for herein, the restrictions applicable to the Restricted Stock to such Restricted Period shall lapse and a certificate for a number of shares of Common Stock equal to the number of shares of Restricted Stock with respect to which the restrictions have expired or terminated shall be delivered, free of all such restrictions, except any that may be imposed by law, to the Participant. The Company shall not be required to deliver any fractional share of Common Stock but shall pay to the Participant, in lieu thereof, the product of (i) the Fair Market Value per share (determined as of the date the restrictions expire or terminate) and (ii) the fraction of a share to which such Participant would otherwise be entitled.


4.	~~Vesting Events for Restricted Stock.~~ If the Employee terminates employment by reason of death, all of his or her shares of Restricted Stock shall become 100% vested upon the date of death. All Restricted Stock awards prior to the Effective Date are hereby amended to incorporate these terms.


~~10.~~	RESTRICTED STOCK UNITS.

The Committee is authorized to grant Restricted Stock Units to eligible persons, subject to the following terms and conditions:

1.Award and Restrictions. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine.

2.Settlement. Settlement of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock Unit by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be satisfied by the delivery of (a) a number of shares of Stock equal to the number of RSUs vesting on such date, or (b) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock covered by the vesting Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

3.Dividends on Restricted Stock Units. The Committee may, in its sole discretion and as would be set forth in the applicable Award Agreement, require each Restricted Stock Unit to be credited with dividends paid by the Company with respect to one share of Stock (“dividend equivalents”). Dividend equivalents shall be withheld by the Company and credited to the Participant’s account, and interest may be credited on the amount of cash dividend equivalents credited to the Participant’s account at a rate and subject to such terms as determined by the Committee in its sole discretion. Dividend equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the sole discretion of the Committee, in shares of Stock having a Fair Market Value equal to the amount of such dividend equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock is forfeited, the Participant shall have no right to such dividend equivalents.

4.Effect of Termination of Employment.

a. Unless the applicable Award Agreement or the Committee determines otherwise, Restricted Stock Units that have not vested, together with Dividend Equivalents, if any, credited on such Restricted Stock Units, shall be forfeited upon the Participant’s termination of employment for any reason other than death.

b. If the Employee terminates employment by reason of death, all of his or her shares of Restricted Stock shall become 100% vested upon the date of death.

11. ANNUAL INCENTIVE AWARDS.

1. Annual Incentive Awards. The Committee may grant annual incentive awards of Stock or cash (each an “Annual Incentive Award”) to such Participants as the Committee may from time to time recommend, in such amounts and subject to such terms and conditions as the Committee in its discretion may determine. The Committee shall establish the maximum amount of Annual Incentive Awards that may be granted for each Performance Cycle. Notwithstanding the foregoing, all Annual Incentive Awards shall be subject to the provisions of paragraphs (a) through (d) below:

a. Annual Incentive Awards shall be granted in connection with a 12-month Performance Cycle, which shall be the fiscal year of the Company.

b. Subject to Section 4.1, the Committee shall determine the Participants who shall be eligible to receive an Annual Incentive Award for such Performance Cycle.

c. The Committee shall fix and establish, in writing, (A) the Performance Measure(s) that shall apply to such Performance Cycle, (B) an objective formula for computing the amount of the Annual Incentive Awards for such Performance Cycle, where the amount shall be based upon the attainment of various Performance Goals for the applicable Performance Measure(s).

d. Annual Incentive Awards shall be paid in the form of cash, Stock (including Restricted Stock) or any combination thereof, in the discretion of the Committee.

12. PERFORMANCE-BASED AWARDS.

1.Performance-Based Awards. Notwithstanding anything to the contrary contained herein, the Committee may designate any of the Awards available under the Plan (including but not limited to Options, Restricted

Stock, Annual Incentive Awards and Discretionary Bonus Awards) as conditioned on the achievement of specified Performance Measures (each such Award a “Performance-Based Award”). The grant, exercise, vesting or settlement of Performance-Based Awards may be conditioned on the achievement of specified Performance Goals. The Performance Cycle or performance period(s) applicable to a Performance-Based Award shall be any period of time determined by the Committee.

2. Objective Performance Goals and Performance Measures. A Performance Goal established in connection with a Performance-Based Award must be based on any one or more of the following performance measures (each, a “Performance Measure”) (which may be applied to an individual, a subsidiary, a business unit or division, or the Company and any one or more of its subsidiaries as a whole, as determined by the Committee):

a.Net earnings or net income (before or after taxes, depreciation and amortization);

b.Cash earnings;

c.Earnings per share;

d.Net sales or revenue growth;

e.Net operating income;

f.Return measures (including, but not limited to, returns on assets, capital, invested capital, equity, sales, or revenue);

g.Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment (discounted or otherwise));

h.Operating income before interest, taxes, depreciation and amortization;

i.Return on stockholders’ equity;

j.Operating margins or operating expenses;

k.Value of the Company’s Stock or total return to stockholders;

l.Value of an investment in the Company’s Stock assuming the reinvestment of dividends;

m.Assets under management;

n.Performance of one or more of our investment products on an absolute basis or relative to a benchmark or peer group;

o.Adjusted pre-tax income;

p.Cost targets, reductions and savings, productivity and efficiencies;

q.Strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology and goals relating to acquisitions, divestitures, joint ventures and similar transactions and budget comparisons;

r.Personal professional objectives, consisting of one or more objectives based on the implementation of plans and policies, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations and the completion of other corporation transactions;

s.Any other criteria as determined by the Committee in its sole discretion; and/or

t.A combination of any or all of the foregoing criteria.

~~Settlement.~~ Settlement of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock Unit by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be satisfied by the delivery of (a) a number of shares of Stock equal to the number of RSUs vesting on such date, or (b) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock covered by the vesting Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

~~Dividends on Restricted Stock Units.~~ The Committee may, in its sole discretion and as would be set forth in the applicable Award Agreement, require each Restricted Stock Unit to be credited with dividends paid by the Company with respect to one share of Stock (“dividend equivalents”). Dividend equivalents shall be withheld by the Company and credited to the Participant’s account, and interest may be credited on the amount of cash dividend equivalents credited to the Participant’s account at a rate and subject to such terms as determined by the Committee in its sole discretion. Dividend equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the sole discretion of the Committee, in shares of Stock having a Fair Market Value equal to the amount of such dividend equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock is forfeited, the Participant shall have no right to such dividend equivalents.


4.	~~Effect of Termination of Employment.~~


~~(a)~~	Unless the applicable Award Agreement or the Committee determines otherwise, Restricted Stock Units that have not vested, together with Dividend Equivalents, if any, credited on such Restricted Stock Units, shall be forfeited upon the Participant’s termination of employment for any reason other than death.


~~(b)~~	~~If the Employee terminates employment by reason of death, all of his or her shares of Restricted Stock shall become 100% vested upon the date of death.~~


~~11.~~	~~ANNUAL INCENTIVE AWARDS~~.

~~Annual Incentive Awards.~~ ~~The Committee may grant annual incentive awards of Stock or cash (each an~~ “~~Annual Incentive Award~~”) to such Participants as the Committee may from time to time recommend, in such amounts and subject to such terms and conditions as the Committee in its discretion may determine. The Committee shall establish the maximum amount of Annual Incentive Awards that may be granted for each Performance Cycle. Notwithstanding the foregoing, all Annual Incentive Awards shall be subject to the provisions of paragraphs (a) through (d) below:


~~(a)~~	~~Annual Incentive Awards shall be granted in connection with a 12-month Performance Cycle, which shall be the fiscal year of the Company.~~


~~(b)~~	~~Subject to Section 4.1, the Committee shall determine the Participants who shall be eligible to receive an Annual Incentive Award for such Performance Cycle.~~


~~(c)~~	The Committee shall fix and establish, in writing, (A) the Performance Measure(s) that shall apply to such Performance Cycle, (B) an objective formula for computing the amount of the Annual Incentive Awards for such Performance Cycle, where the amount shall be based upon the attainment of various Performance Goals for the applicable Performance Measure(s).


~~(d)~~	~~Annual Incentive Awards shall be paid in the form of cash, Stock (including Restricted Stock) or any combination thereof, in the discretion of the Committee.~~


~~12.~~	~~PERFORMANCE-BASED AWARDS~~.

~~Performance-Based Awards~~. Notwithstanding anything to the contrary contained herein, the Committee may designate any of the Awards available under the Plan (including but not limited to Options, Restricted Stock, Annual Incentive Awards and Discretionary Bonus Awards) as conditioned on the achievement of specified Performance Measures (each such Award a “~~Performance-Based Award~~”). The grant, exercise, vesting or settlement of Performance-Based Awards may be conditioned on the achievement of specified Performance Goals. The Performance Cycle or performance period(s) applicable to a Performance-Based Award shall be any period of time determined by the Committee.

~~Objective Performance Goals and Performance Measures.~~ ~~A Performance Goal established in connection with a Performance-Based Award must be based on any one or more of the following performance measures (each, a “Performance Measure”) (which may be applied to an individual, a subsidiary, a business unit or division, or the Company and any one or more of its subsidiaries as a whole, as determined by the Committee):~~


~~(a)~~	~~Net earnings or net income (before or after taxes, depreciation and amortization);~~


~~(b)~~	~~Cash earnings;~~


~~(c)~~	~~Earnings per share;~~


~~(d)~~	~~Net sales or revenue growth;~~


~~(e)~~	~~Net operating income;~~


~~(f)~~	~~Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);~~


~~(g)~~	~~Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment (discounted or otherwise));~~


~~(h)~~	~~Operating income before interest, taxes, depreciation and amortization;~~


~~(i)~~	~~Return on stockholders’ equity;~~


~~(j)~~	~~Operating margins or operating expenses;~~


~~(k)~~	~~Value of the Company’s Stock or total return to stockholders;~~


~~(l)~~	~~Value of an investment in the Company’s Stock assuming the reinvestment of dividends;~~


~~(m)~~	~~Assets under management;~~


~~(n)~~	~~Performance of one or more of our investment products on an absolute basis or relative to a benchmark or peer group;~~


~~(o)~~	~~Adjusted pre-tax income;~~


~~(p)~~	~~Cost targets, reductions and savings, productivity and efficiencies;~~


~~(q)~~	Strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology and goals relating to acquisitions, divestitures, joint ventures and similar transactions and budget comparisons;


~~(r)~~	Personal professional objectives, consisting of one or more objectives based on the implementation of plans and policies, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations and the completion of other corporation transactions;


~~(s)~~	~~Any other criteria as determined by the Committee in its sole discretion; and/or~~


~~(t)~~	~~A combination of any or all of the foregoing criteria.~~

The targeted level or levels of performance with respect to such Performance Measures may be established at such levels, with such adjustments (including, as applicable, inclusion or exclusion of taxes, depreciation, amortization, compensation, start-up, non-recurring, mergers and acquisitions, lift-outs and/or other items of income or expense) and in such other terms as the Committee may determine, in its discretion, including, without limitation, in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.

3. Calculation of Performance-Based Award. At the expiration of the applicable performance period, the Committee shall determine the extent to which the Performance Goals established pursuant to this Article are achieved and the extent to which each Performance-Based Award has been earned. The Committee may not exercise its discretion to increase the amount or value of an award that would otherwise be payable in accordance with the terms of a Performance-Based Award that is intended to meet the requirements for the Performance-Based Exception.

13. DISCRETIONARY BONUS AWARDS.

1. Discretionary Bonus Awards. The Committee may grant discretionary bonus awards of Stock or cash (each a “Discretionary Bonus Award”) to officers and other key Employees of either the Company or any Subsidiary, in such amounts and subject to such terms and conditions as the Committee in its discretion may determine.

2. The Committee may grant Discretionary Bonus Awards to eligible Participants in such amounts as the Committee may determine, subject to the limitations set forth in Section 4.1.

3. Discretionary Bonus Awards shall be paid in the form of cash, Stock (including Restricted Stock) or any combination thereof, in the discretion of the Committee.

14. At the expiration of the applicable performance period, the Committee shall determine the extent to which the Performance Goals established pursuant to this Article are achieved and the extent to which each Performance-Based Award has been earned. The Committee may not exercise its discretion to increase the amount or value of an award that would otherwise be payable in accordance with the terms of a Performance-Based Award that is intended to meet the requirements for the Performance-Based Exception.


~~13.~~	~~DISCRETIONARY BONUS AWARDS~~.


1.	~~Discretionary Bonus Awards.~~ ~~The Committee may grant discretionary bonus awards of Stock or cash (each a “Discretionary Bonus Award~~”) ~~to officers and other key Employees of either the Company or any Subsidiary, in such amounts and subject to such terms and conditions as the Committee in its discretion may determine.~~


2.	~~The Committee may grant Discretionary Bonus Awards to eligible Participants in such amounts as the Committee may determine, subject to the limitations set forth in Section 4.1.~~


3.	~~Discretionary Bonus Awards shall be paid in the form of cash, Stock (including Restricted Stock) or any combination thereof, in the discretion of the Committee.~~


~~14.~~	OTHER STOCK-BASED AWARDS.

The Committee is authorized, subject to limitations under applicable law, to grant to eligible persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Stock, as deemed by the Committee to be consistent with the purposes of this Plan, including without limitation purchase rights for shares of Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of a share of Stock. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock Based Award in the nature of a purchase right granted under this Section 14 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine.


~~15.~~	15. AWARD VESTING LIMITATIONS.

Notwithstanding any other provision of the Plan to the contrary, but subject to Section 4.3, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the shares of Stock available pursuant to Section 4.1 may be granted to any one or more Participants without respect to such minimum vesting provisions. Nothing in this Section 15 shall preclude the Committee from providing in an Award Agreement that all or a portion of the Award shall vest, or exercising its discretion to cause all or a portion of an Award to become vested, upon a Participant’s death or Disability, or, subject to Section 17.2, in connection with the consummation of a Change in Control.


~~16.~~	16. TRANSFERABILITY OF AWARDS.


1.	Except as provided in Section 16.3 below, each Option and SAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the Person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding the foregoing, an ISO shall not be transferable other than by will or the laws of descent and distribution.


2.	Except as provided in Section 16.3 below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment,

1.Except as provided in Section 16.3 below, each Option and SAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the Person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding the foregoing, an ISO shall not be transferable other than by will or the laws of descent and distribution.

2.Except as provided in Section 16.3 below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary.


3.	To the extent specifically provided by the Committee, and on such terms and conditions as the Committee may from time to time establish, an Award may be transferred by a Participant without consideration to one or more Permitted Transferees.

~~17.~~

3.To the extent specifically provided by the Committee, and on such terms and conditions as the Committee may from time to time establish, an Award may be transferred by a Participant without consideration to one or more Permitted Transferees.

17. CHANGE IN CONTROL.

1.Definitions.

a.An “Ownership Change Event”shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

b..


1.	~~Definitions~~.

~~(a)~~

~~An “Ownership Change Event~~”shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

~~(b)~~

A “Change in Control” shall mean (i) a merger or consolidation of the Company with or into another corporation in which the Company shall not be the surviving corporation (other than a merger undertaken solely in order to reincorporate in another state) (for purposes hereof, the Company shall not be deemed the surviving corporation in any such transaction if, as the result thereof, it becomes a wholly-owned subsidiary of another corporation), (ii) a dissolution of the Company, (iii) a transfer of all or substantially all of the assets of the Company in one transaction or a series of related transactions to one or more other persons or entities, (iv) a transaction or series of transactions that results in any entity, “Person” or “Group” (as defined below), becoming the

beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, or (v) during any period of two (2) consecutive years commencing on or after January 1, 2005, individuals who, at the beginning of the period constituted the Company’s Board of Directors cease for any reason to constitute at least a majority, unless the election of each director who was not a director at the beginning of the period has been approved in advance by directors representing at least two-thirds (2/3) of the directors then in office who were directors at the beginning of the period; provided, however, that a “Change in Control” shall not be deemed to have occurred if the ownership of 50% or more of the combined voting power of the surviving corporation, asset transferee or Company (as the case may be), after giving effect to the transaction or series of transactions, is directly or indirectly held by (A) a trustee or other fiduciary under an employee benefit plan maintained by the Company, (B) one or more of the “executive officers” of the Company that held such positions prior to the transaction or series of transactions, or any entity, Person or Group under their control. As used herein, “Person” and “Group” shall have the meanings set forth in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and “executive officer” shall have the meaning set forth in Rule 3b-7 promulgated under such Act .

2. shall mean (i) a merger or consolidation of the Company with or into another corporation in which the Company shall not be the surviving corporation (other than a merger undertaken solely in order to reincorporate in another state) (for purposes hereof, the Company shall not be deemed the surviving corporation in any such transaction if, as the result thereof, it becomes a wholly-owned subsidiary of another corporation), (ii) a dissolution of the Company, (iii) a transfer of all or substantially all of the assets of the Company in one transaction or a series of related transactions to one or more other persons or entities, (iv) a transaction or series of transactions that results in any entity, “Person” or “Group” (as defined below), becoming the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, or (v) during any period of two (2) consecutive years commencing on or after January 1, 2005, individuals who at the beginning of the period constituted the Company’s Board of Directors cease for any reason to constitute at least a majority, unless the election of each director who was not a director at the beginning of the period has been approved in advance by directors representing at least two-thirds (2/3) of the directors then in office who were directors at the beginning of the period; ~~provided~~, ~~however~~, that a “Change in Control” shall not be deemed to have occurred if the ownership of 50% or more of the combined voting power of the surviving corporation, asset transferee or Company (as the case may be), after giving effect to the transaction or series of transactions, is directly or indirectly held by (A) a trustee or other fiduciary under an employee benefit plan maintained by the Company, (B) one or more of the “executive officers” of the Company that held such positions prior to the transaction or series of transactions, or any entity, Person or Group under their control. As used herein, “Person” and “Group” shall have the meanings set forth in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and “executive officer” shall have the meaning set forth in Rule 3b-7 promulgated under such Act .

Effect of Change in Control on Awards. Upon a Change in Control, each outstanding Award shall become 100% vested (with any performance conditions imposed with respect to such Award deemed to be achieved at “target” performance levels) and exercisable as of the date ten (10) days prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. The exercise or vesting of any Award that was permissible solely by reason of this Section 17.2 shall be conditioned upon the consummation of the Change in Control. Any Option or SAR which is neither assumed or substituted for by the surviving, continuing, successor, or purchasing corporation of Parent thereof, as the case may be (the “Acquiring Corporation”) in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control; except as would otherwise result in adverse tax consequences under Section 409A of the Code; provided, however, that the Committee may, in its discretion, provide that any Option or SAR shall, immediately prior to the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (a) the excess of the consideration paid per share of Stock in the Change in Control over the exercise price or grant price per share of Stock subject to the Option or SAR, multiplied by (b) the number of shares of Stock subject to the Option or SAR. Notwithstanding the foregoing, shares acquired pursuant to an Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the applicable Award Agreement, except as otherwise provided therein. Furthermore, notwithstanding the foregoing, if the Change in Control results from an Ownership Change Event described in Section 17.1(a)(i) and the Company is the surviving or continuing corporation and immediately after such Change in Control less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Awards shall not terminate ~~and cease to be outstanding effective as of the date of the Change in Control; except as would otherwise result in adverse tax consequences under Section 409A of the Code;~~ ~~provided, however,~~ that the Committee may, in its discretion, provide that any Option or SAR shall, immediately prior to the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (a) the excess of the consideration paid per share of Stock in the Change in Control over the exercise price or grant price per share of Stock subject to the Option or SAR, ~~multiplied by~~ (b) the number of shares of Stock subject to the Option or SAR. Notwithstanding the foregoing, shares acquired pursuant to an Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the applicable Award Agreement, except as otherwise provided therein. Furthermore, notwithstanding the foregoing, if the Change in Control results from an Ownership Change Event described in Section 17.1(a)(i) and the Company is the surviving or continuing corporation and immediately after such Change in Control less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Awards shall not terminate

unless the Committee otherwise provides in its discretion. For the avoidance of doubt, all Restricted Stock awards prior to the Effective Date are hereby amended to incorporate these terms.


~~18.~~	18. WITHHOLDING.

The Company or any Subsidiary, as appropriate, shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or Subsidiary, an amount sufficient to satisfy U.S. federal, state, and local taxes and taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes that may be due) that the Company or a Subsidiary determines are required to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan or to take such other action as may be necessary in the opinion of the Company or a Subsidiary, as appropriate, to satisfy withholding obligations for the payment of taxes. Without limiting the foregoing, the Company or a Subsidiary shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the grant, vesting or exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld with respect to an Award. Alternatively or in addition, in its discretion, the Company or a Subsidiary shall have the right to require the Participant, through payroll withholding, cash payment or otherwise, including, with respect to an Option, by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Company or a Subsidiary arising in connection with an Award. The amount of tax required to be withheld may be determined using rates of up to, but not exceeding, the maximum federal, state, local and/or foreign statutory tax rates applicable in a particular jurisdiction on the date that the amount of tax to be withheld is to be determined. No shares of Stock shall be delivered hereunder to any Participant or other person until the Participant or such

other person has made arrangements acceptable to the Committee for the satisfaction of these tax obligations with respect to any taxable event concerning the Participant or such other person arising as a result of Awards made under this Plan.


~~19.~~	19. PROVISION OF INFORMATION.

Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders.


~~20.~~	20. COMPLIANCE WITH SECURITIES LAW.

The grant of an Award and the issuance of shares of Stock upon exercise of an Award, if applicable, shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. An Award may not be exercised for shares of Stock if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised for shares of Stock unless (a) a registration statement under the Securities Act shall at the time of exercise of the Award be in effect with respect to the shares of Stock issuable upon exercise of the Award or (b) in the opinion of legal counsel to the Company, the shares of Stock issuable upon exercise of the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Stock as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.


~~21.~~	21. TERMINATION OR AMENDMENT OF PLAN.

The Board may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.3), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Board. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.


~~22.~~	22.STOCKHOLDER APPROVAL.

Any increase in the maximum aggregate number of shares of Stock issuable under the Plan as provided in Section 4.1 (the “Authorized Shares”) shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof

by the Board. Awards granted in excess of the Authorized Shares previously approved by the stockholders shall become exercisable no earlier than the date of stockholder approval of such increase in the Authorized Shares.

PLAN HISTORY


February 1, 2002						Board adopts Plan, with an initial reserve of 948.35 shares.


February 8, 2002						Stockholders approve Plan, with an initial reserve of 948.35 shares.


May 21, 2002						Board adopts amended Plan, with a reserve of 948,100 shares.


May 24, 2002						Stockholders approve amended Plan, with a reserve of 948,100 shares.


July 1, 2002						Board adopts amended Plan; including discretionary bonus awards.


February 8, 2005						Compensation Committee adopts Second Amended and Restated Plan.


February 23, 2006						Compensation Committee adopts Third Amended and Restated Plan, increasing the reserve by 1,000,000 shares.


February 25, 2009						Compensation Committee amends Third Amended and Restated Plan, increasing the reserve by 700,000 shares and providing for performance-based awards, approved by stockholders at their 2009 annual meeting.


July 22, 2010						Board amends the Plan to allow for Compensation Committee discretion with regard to the payment of dividends on restricted stock grants.


February 23, 2011						Compensation Committee amends Third Amended and Restated Plan, increasing the reserve by 750,000 shares. The Plan was also amended to clarify the Compensation Committee’s authority to prescribe adjustments to the performance measures set forth in Section 12.2 of the Plan, which are used to set performance goals for incentive awards under the Plan that are intended to be exempt from the deduction limitation provisions of Section 162(m) of the Internal Revenue Code of 1986.


February 22, 2013						Compensation Committee amends Third Amended and Restated Plan, increasing the reserve by 500,000 shares.


March 4, 2015						Compensation Committee amends Third Amended and Restated Plan, increasing the reserve by 500,000 shares.


April 27, 2016			~~Amend the~~			The material terms of the Plan were amended to expand ~~the possible~~potential performance measures that can be established by the Board or the Compensation Committee ~~of the Board (the “Compensation Committee”)~~ with respect to annual incentive awards or performance-based awards. The Fourth Amendment also permits the Board or the Compensation Committee to adjust the performance measures in a manner that complies with Treasury Regulations governing modifications to performance measures under Section 162(m) of the Internal Revenue Code. Additionally, under the Fourth Amendment, the Board or Compensation Committee may designate any awards available under the Plan as performance-based awards. Finally, the Fourth Amendment restricts the number of shares of the Company’s common stock that can be settled, or cash that can be paid, in respect of a performance-based award in a single calendar year to any Plan participant.


March 10, 2017						Compensation Committee adopts Fourth Amended and Restated Plan, increasing the reserve by 250,000 shares.


March 8, 2018						Compensation Committee adopts Fifth Amended and Restated Plan, increasing the reserve by 200,000 shares and prohibiting the accrual and payment of dividends on option awards granted under the Plan.


March 7, 2019						Compensation Committee adopts Sixth Amended and Restated Plan, increasing the reserve by 200,000 shares. The Plan was also amended to (a) include Stock Appreciation Rights, Restricted Stock Units, and Other Stock-Based Awards as types of Awards available for issuance under the Plan, (b) conform the Plan to changes made to Section 162(m) of the Code by the Tax Cuts and Jobs Act of 2017, and (c) to make certain other clarifying and ~~ministerial~~administrative changes.

March 5, 2020						Compensation Committee adopts Seventh Amended and Restated Plan, increasing the reserve by 350,000 shares.

March 4, 2021						Compensation Committee adopts Eighth Amended and Restated Plan, increasing the reserve by 250,000 shares.

March 2, 2022						Compensation Committee adopts First Amendment to the Eighth Amended and Restated Plan, increasing the reserve by 250,000 shares.

Appendix B

~~CERTIFICATE~~

TEXT OF ~~AMENDMENT~~

PROPOSED AMENDMENTS TO THE

~~AMENDED AND RESTATED~~

CERTIFICATE OF INCORPORATION

~~WESTWOOD HOLDINGS GROUP, INC.~~

~~Pursuant~~The Proposed Amendments to the provisions of Section 242 of the Delaware General Corporation Law ("DGCL"), Westwood Holdings Group, Inc. (the “Company”) files the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation.

~~ARTICLE I~~

~~The name of the Company is Westwood Holdings Group, Inc.~~

~~ARTICLE II~~

~~Section 8 of the Amended and Restated~~ Certificate of Incorporation would amend Sections 7 and 14 thereof as follows, with new language indicated by underlined text and deletions indicated by strikethroughs:

Section 7. In furtherance and not in limitation of the ~~Company is hereby~~powers conferred by statute, the Bylaws of the Corporation may be altered, amended, ~~and restated in its entirety to read as follows:~~

~~“Section 8. Any director~~ or repealed or new Bylaws may be adopted by the ~~entire~~ Board of Directors ~~may~~at any regular or special meeting of the Board, subject to the stockholders’ right to adopt, amend or repeal these Bylaws or adopt new Bylaws. Notwithstanding the foregoing and anything contained in the Bylaws to the contrary, the Bylaws shall not be ~~removed, with~~amended or ~~without cause,~~repealed by the stockholders, and no provision inconsistent therewith shall be adopted by the stockholders, without the affirmative vote of the holders of at least a ~~simple~~ majority of the ~~securities~~voting power of all shares of the Corporation ~~then~~ entitled to vote ~~at an~~generally in the election of directors voting together as a single class.”

* * *

~~ARTICLE III~~

~~Said amendment was duly adopted~~Section 14. The Corporation reserves the right to amend, alter, change or repeal any provision contained in ~~accordance with~~this Certificate of Incorporation, in the ~~provisions of Section 242 of the Delaware General Corporation Law.~~

~~IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND THIS THE ___ day of __________, 2019.~~

~~WESTWOOD HOLDINGS GROUP, INC.~~

~~By:_______________________________~~

~~Name:_____________________________~~

~~Title:______________________________~~

~~Appendix C~~

~~AMENDMENT NO. 2~~

~~TO THE~~

~~AMENDED AND RESTATED BYLAWS~~

~~WESTWOOD HOLDINGS GROUP, INC.~~

~~(a Delaware Corporation)~~

~~(Effective ______________, 2019)~~

~~Article III Section 4 of the Amended~~manner now or hereafter prescribed by statute, and ~~Restated Bylaws of Westwood Holdings Group, Inc. is hereby amended and restated in its entirety~~all rights conferred upon stockholders herein are granted subject to ~~read as follows:~~

~~"Section 4.~~ ~~Removal of Directors~~. At any meeting of stockholders called expressly for the purpose of removing a director or directors, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a simple majority of the shares then entitled to vote at an election of directors."

this reservation.




						n

WESTWOOD HOLDINGS GROUP, INC.

PROXY

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR

THE ANNUAL MEETING TO BE HELD ON ~~[APRIL 24, 2019]~~April 27, 2022

The undersigned hereby appoints Brian O. Casey and ~~Terry~~Murray "Terry" Forbes III, jointly and severally, as the undersigned’s proxy or proxies, each with full power of substitution and to act without the other, to vote in the manner directed herein all shares of common stock of Westwood Holdings Group, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at ~~The Crescent Club, 200 Crescent Court, Suite 1700, Dallas, Texas 75201,~~www.virtualshareholdermeeting.com/WHG2022 on Wednesday, ~~[April 24, 2019],~~April 27, 2022, at 10:00 a.m., Central Time, and any postponements or adjournments thereof, as fully as the undersigned could if personally present, revoking any proxy or proxies heretofore given.

(Continued and to be signed on the reverse side)




n						n

The Board of Directors recommends a vote “FOR” all director nominees in Proposal 1 and “FOR” Proposals 2, 3, 4 and 5.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

FOR

AGAINST

ABSTAIN

1. Election of six directors to hold office until the next annual meeting of Westwood’s stockholders and until their respective successors shall have been duly elected and qualified.

2. Ratification of the appointment of Deloitte & Touche LLP as Westwood’s independent auditors for the year ending December 31, ~~2019.~~2022.

NOMINEES:

FOR ALL NOMINEES

O01) Brian O. Casey

O02) Richard M. Frank

O03) Susan M. Byrne

O04) Ellen H. Masterson

O05) Geoffrey R. Norman

~~O Raymond E. Wooldridge~~

06) Randy A. Bowman

3. To approve the ~~Sixth~~First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan.

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

4. To cast a non-binding, advisory vote on Westwood's executive compensation.

INSTRUCTIONS:

To withhold authority to vote for any individual nominee(s), mark “ ~~FOR ALL EXCEPT~~ ”“For All Except” and ~~fill in~~write the ~~circle next to each nominee you wish to withhold, as shown here:~~ l

number(s) of the nominee(s) on the line below.

5. To approve ~~an amendment~~amendments to ~~each of the Company's Amended and Restated~~Westwood's Certificate of Incorporation ~~as amended~~to eliminate supermajority voting requirements to amend the Certificate and ~~Amended and Restated Bylaws, as amended.~~Bylaws.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE BELOW, BUT IF NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED "FOR"ALL DIRECTOR NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 3, 4 AND 5, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.



			Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS					i	i

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS					ii

GENERAL QUESTIONS AND ANSWERS					1
The Annual Meeting					1
Procedures for Voting					3
Our Current Stock Ownership					3
Other Information					4

PROPOSAL 1: ELECTION OF DIRECTORS					65
Nominees					65
Corporate Governance Information					97
Director Compensation					12

EXECUTIVE OFFICERS					1413

EXECUTIVE COMPENSATION					1513
Compensation Discussion and Analysis					1513
Compensation Committee Report					2925
Summary Compensation Table					2925
Grants of Plan-Based Awards					3227
Outstanding Equity Awards at Fiscal Year-End					3429
Stock Vested					3529
Potential Payments Upon Termination or Change in Control					3529

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS					4134
Fees Billed by Independent Registered Public Accounting Firms					4134
Vote Sought and Recommendation					4134

PROPOSAL 3: TO APPROVE THE ~~SIXTH~~EIGHTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN					4235
~~Description of the Sixth Amended and Restated Plan~~		42
~~Types of Awards~~	43
~~Material Federal Income Tax Consequences of the Plan~~	45
Vote Sought and Recommendation				4638

PROPOSAL 4: TO CAST A NON-BINDING, ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION					4739
Advisory Vote on Executive Compensation					4739
Vote Sought and Recommendation					4840

PROPOSAL 5:5 : TO APPROVE AN AMENDMENT S TO ~~EACH OF~~ THE ~~COMPANY'S~~C OMPANY'S AMENDED AND ~~RESTATED CERTIFICATE~~RES TATED CERTIFICAT ES OF ~~INCORPORATION, AS AMENDED~~IN CORPORATI ON T O E LIMINATE SUP ERMAJORITY VOTING REQUIREMENTS TO AMEND THE COMP AN Y 'S C ERTIFICATE OF INCORPORAT ION AND ~~AMENDED AND RESTATED BYLAWS, AS AMENDED~~BY LAWS					49
Introduction and Reasons for Amendment					4935
Description of Amendments					4936
Effects of Stockholder Approval of Proposed Amendments					5037
Vote Sought and Recommendation					5038

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					5042

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					5042

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					5143

REPORT OF THE AUDIT COMMITTEE					5244

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE					5446

STOCKHOLDER PROPOSALS					46

ANNUAL REPORT					46

HOUSEHOLDING INFORMATION					46

OTHER MATTERS					47




	Shares scheduled to vest
Name	2019	2020	2021	2022
Terry Forbes	1,726	1,878	874	477
Fabian Gomez	5,603	4,495	2,096	1,163
Julie K. Gerron	4,081	4,047	1,706	894




	Shares scheduled to vest
Name	2019	2020	2021
Brian O. Casey	38,686	26,764	12,228
Mark Freeman	23,382	13,382	6,114


	Shares scheduled to vest
Name	2022	2023	2024
Terry Forbes	5,441	4,876	4,108
Fabian Gomez	9,166	7,871	6,591
Julie K. Gerron	7,266	6,264	5,143
Steven Paddon	8,185	8,046	6,606


	Stock Awards
Name	Number of Shares Acquired on Vesting (#) (a)	Value Realized on Vesting ($) (b) (1)
Brian O. Casey	12,229	216,576
Terry Forbes	3,630	62,218
Fabian Gomez	6,915	118,523
Julie K. Gerron	5,528	94,750
Steven Paddon	4,914	84,226



¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11



			(1)			Title of each class of securities to which transaction applies:


			(2)			Aggregate number of securities to which transaction applies:


			(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



¨			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




By Order of the Board of Directors
Westwood Holdings Group, Inc.


Brian O. Casey
President and Chief Executive Officer




Named Executive Officers	Base Salary as of 1/1/18		Base Salary as of 12/31/18		Percentage Change
Brian O. Casey, President and Chief Executive Officer	$	650,000	$	650,000	—	%
Terry Forbes, Senior Vice President, Chief Financial Officer & Treasurer⁽¹⁾	$	183,000	$	225,000	23	%
Fabian Gomez, Senior Vice President and Chief Operating Officer⁽¹⁾	$	235,000	$	260,000	11	%
Julie K. Gerron, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary	$	225,000	$	250,000	11	%
Steven Paddon, Senior Vice President, Head of Institutional Sales	$	—	$	250,000	—	%
Mark R. Freeman, Executive Vice President and Chief Investment Officer	$	500,000	$	500,000	—	%
Tiffany B. Kice, Senior Vice President, Chief Financial Officer & Treasurer	$	250,000	$	—	NM



Name	2018 Annual Incentive Payout		Determining Factors
Terry Forbes	$	110,000	●	Contributions to the Company’s strategic initiatives, including corporate development, financial and tax planning;
			●	Membership on the Company’s Information Technology Steering Committee, Enterprise Risk Management Committee and Disclosure Committee; and
			●	Firm-wide oversight and enhancements of our financial reporting process and internal control over financial reporting.
Fabian Gomez	$	200,000	●	Contributions to the Company's strategic initiatives, including strategic planning, information technology and investment operations;
			●	Membership on the Company's Information Technology Steering Committee and Enterprise Risk Management Committee;
			●	Management and oversight of our information technology and investment operations.
Julie K. Gerron	$	165,000	●	Management and oversight of our compliance with legal and regulatory requirements;
			●	Management and oversight of risk management issues, including review and negotiation of legal agreements and participation in internal risk management committees;
			●	Oversight of external counsel with a goal toward timely resolution of legal issues (e.g. litigation, trademark issues, corporate governance, etc.); and
			●	Effective representation of our legal and compliance program and processes to clients, investment consulting firms and other financial intermediaries.
Steven Paddon	$	225,000	●	Management and oversight of our institutional sales and client service teams;
Steven Paddon	$	225,000	●	Membership on the Company's Information Technology Steering Committee and Enterprise Risk Management Committee;



	Shares	%
Non-variable shares earned⁽¹⁾	17,983
Target Performance shares:
Threshold	4,496	25	%
Target	17,983	100	%
Maximum	33,269	185	%
Target Performance shares earned based on Income before income taxes⁽¹⁾	18,703	104	%
Total performance-based shares earned	36,686



¨			Definitive Additional Materials



¨			Soliciting Material Pursuant to §240.14a-12



			(1)			Amount Previously Paid:


			(3)			Filing Party:



	Shares	%
Non-variable shares earned⁽¹⁾	8,992
Target Performance shares:
Threshold	2,248	25	%
Target	8,991	100	%
Maximum	16,633	185	%
Target Performance shares earned based on Income before income taxes⁽¹⁾	9,351	104	%
Total performance-based shares earned	18,343


~~(2)~~	For 2018, the amounts for Messrs. Forbes, Gomez and Paddon and Ms. Gerron reflect the cash payments made under our employee bonus pool. Pursuant to the terms of Mr. Paddon's Offer Letter, he was entitled to a minimum cash bonus target of $160,500 for 2018. Pursuant to the terms of Ms. Kice’s Offer Letter, she was entitled to a minimum cash bonus target of $225,000 for 2017 and 2016.


(4)	~~For 2018, the amounts in column (f) reflect the cash payment to Mr. Casey, in accordance with his annual cash incentive award.~~ The ~~amount for Mr. Freeman reflects the cash payment made under his annual cash incentive award in accordance with his Separation Agreement.~~



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock (#) (i) (4)	Grant Date Fair Value of Stock ($) (j) (5)			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock (#) (i) (1)	Grant Date Fair Value of Stock ($) (j) (2)
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d) (1)	Maximum ($) (e) (2)	Threshold (#) (f)	Target (#) (g) (3)	Maximum (#) (h)			Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Brian O. Casey	3/8/18	675,000	1,350,000	2,497,500	18,245	36,490	51,998	—	1,996,368

Terry Forbes	2/23/18	—	—	—	—	—	—	1,908	106,314	Terry Forbes	2/23/21	—	—	—	—	—	—	8,752	$	150,009
Fabian Gomez	2/23/18	—	—	—	—	—	—	4,650	259,098	Fabian Gomez	2/23/21	—	—	—	—	—	—	13,128	$	225,014
Julie K. Gerron	2/23/18	—	—	—	—	—	—	3,577	199,310	Julie K. Gerron	2/23/21	—	—	—	—	—	—	10,794	$	185,009
Mark R. Freeman	3/8/18	—	650,000	750,000	8,992	17,983	25,625	—	997,157
	4/9/18	—	500,000	1,000,000	—	—	—	—	—
Tiffany B. Kice	2/23/18	—	—	—	—	—	—	4,650	259,098
Steven Paddon										Steven Paddon	2/23/21	—	—	—	—	—	—	13,857	$	237,509


~~(1)~~	The amounts in column (d) reflect target performance payout to Messrs. Casey and Freeman in accordance with the 2018 cash incentive awards and target performance payout to Mr. Freeman under his 2018 MFSI Agreement.


~~(2)~~	The amounts in column (e) reflect maximum performance payout to Messrs. Casey and Freeman in accordance with the 2018 cash incentive awards and maximum performance payout to Mr. Freeman under his 2018 MFSI Agreement.


~~(3)~~	The amounts in column (g) reflect Messrs. Casey's and Freeman's 2018 performance-based restricted stock awards subject to vesting upon our Income before income taxes for 2018. See the "Compensation Discussion and Analysis" section above for a further description of performance-based restricted stock incentive awards.


~~(4)~~	The amount in column (i) reflects time-vested restricted stock award granted to Messrs. Forbes and Gomez and Mses. Gerron and Kice in 2018. The shares vest as follows: 50% after two years; 75% after three years; and 100% after four years. Ms. Kice forfeited her shares upon departure.



	Option Awards			Stock Awards					Option Awards			Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares of Stock That Have Not Vested (#) (g) (1)	Market Value of Shares of Stock That Have Not Vested ($) (h) (3)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (i) (2)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (j) (3)	Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares of Stock That Have Not Vested (#) (g) (1)	Market Value of Shares of Stock That Have Not Vested ($) (h) (2)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (j) (2)
Brian O. Casey	—	—	—	—	—	77,678	2,641,052

Terry Forbes	—	—	—	4,955	168,470	—	—	Terry Forbes	—	—	—	14,425	244,360	—	—
Fabian Gomez	—	—	—	13,357	454,138	—	—	Fabian Gomez	—	—	—	23,628	400,258	—	—
Julie K. Gerron	—	—	—	10,728	364,752	—	—	Julie K. Gerron	—	—	—	18,673	316,321	—	—
Mark R. Freeman	—	—	—	—	—	42,878	1,457,852
Tiffany B. Kice	—	—	—	—	—	—	—
Steven Paddon								Steven Paddon	—	—	—	22,837	386,859	—	—


~~(1)~~	(1) The shares in column (g) will vest in late February of each year according to the following schedule provided that the individual is still employed by us on the vesting date. ~~Ms. Kice forfeited 12,046 unvested shares upon her departure on October 31, 2018.~~


~~(3)~~	The amounts in columns (h) and (j) reflect the value of the shares shown in columns (g) and (i), respectively, multiplied by $34.00, the closing market price of our common stock as of December 31, 2018, the last business day in 2018. Subject to his Separation Agreement, Mr. Freeman forfeited the shares scheduled to vest in 2020 and 2021 upon his departure on March 8, 2019.




Benefits/payments upon termination	For cause, voluntary termination without good reason or non-renewal by the executive				Without cause, for good reason or non-renewal by the Company		Terminated due to change in control		Death		Disability
Non-compete enforced?	Y		N		Y		Y		N/A		N/A
Base salary for an additional period⁽¹⁾	$	629,993	$	—	$	975,000	$	1,300,000	$	—	$	—
Annual bonus for an additional period⁽²⁾	—		—		1,599,750		2,133,000		—		—
Performance shares⁽³⁾	—		—		2,641,041		2,641,041		2,641,041		2,641,041
Medical benefits⁽⁴⁾	20,007		20,007		30,011		30,011		30,011		20,007
Total	$	650,000	$	20,007	$	5,245,802	$	6,104,052	$	2,671,052	$	2,661,048


~~(2)~~	Amounts reflect 1.5 times Mr. Casey's annual bonus paid for the most recently completed year for termination without cause, for good reason or non-renewal by the Company. Amounts reflect two times Mr. Casey's annual bonus paid for the most recently completed year for termination due to change in control.


	2021		2020
Audit fees(1)	$	569,000	$	508,000
Audit-related fees(2)	250,000		318,000
Tax fees(3)	171,000		432,205

Total	$	990,000	$	1,258,205



	2018		2017
Audit fees⁽¹⁾	$	440,000	$	367,040
Audit-related fees⁽²⁾	350,000		398,000
Tax fees⁽³⁾	459,700		—
All other fees	—		—
Total	$	1,249,700	$	765,040


~~(1)~~	Includes the aggregate fees billed for professional services in connection with the audit of our annual financial statements, the review of the financial statements included in our Form 10-Qs and testing required by Sarbanes-Oxley Section 404, as well as for services that are normally provided in connection with statutory or regulatory filings or engagements.


~~(2)~~	Includes the aggregate fees billed for financial audit services to common trust funds sponsored by Westwood Trust. These fees are not paid by Westwood but are paid by the common trust funds, with the exception of approximately $60,000 fees paid by Westwood for additional fees related to 2017.


~~(3)~~	Includes the aggregate fees billed for tax services provided to the common trust funds for the year ended December 31, 2018. These fees were not paid by Westwood but are paid by the common trust funds. Deloitte & Touche LLP did not provide any tax services for the year ended December 31, 2017.



Beneficial Owners	Number of Shares Beneficially Owned	Percent of Class		Beneficial Owners	Number of Shares Beneficially Owned	Percent of Class
5% Beneficial Owners				5% Beneficial Owners
BlackRock, Inc.⁽²⁾⁽³⁾	732,202	8.1	%
Wells Fargo & Company⁽²⁾⁽⁴⁾	726,363	8.0	%
GAMCO Investors, Inc.⁽²⁾⁽⁵⁾	563,191	6.2	%
Conestoga Capital Advisors, LLC⁽²⁾⁽⁶⁾	508,836	5.6	%
Renaissance Technologies LLC⁽²⁾⁽⁷⁾	494,392	5.5	%
JCP Investment Management, LLC(2)(3)				JCP Investment Management, LLC(2)(3)	860,416	9.9	%

Allspring Global Investments Holdings LLC(2)(4)				Allspring Global Investments Holdings LLC(2)(4)	586,389	6.8	%
Renaissance Technologies LLC(2)(5)				Renaissance Technologies LLC(2)(5)	531,209	6.1	%

GAMCO Investors, Inc.(2)(6)				GAMCO Investors, Inc.(2)(6)	453,959	5.2	%

Directors and Named Executive Officers⁽¹⁾				Directors and Named Executive Officers(1)
Brian O. Casey	338,537	3.7	%	Brian O. Casey	388,574	4.5	%
Terry Forbes	8,994	*		Terry Forbes	42,401	*
Fabian Gomez	20,817	*		Fabian Gomez	29,873	*
Steven Paddon	5,761	*		Steven Paddon	58,745	*
Julie K. Gerron	33,417	*		Julie K. Gerron	49,418	*
Mark R. Freeman	92,758	1.0	%
Tiffany B. Kice	4,801	*
Richard M. Frank	30,868	*		Richard M. Frank	60,866	*
Susan M. Byrne	244,715	2.7	%	Susan M. Byrne	261,629	3.0	%
Ellen H. Masterson	7,868	*		Ellen H. Masterson	19,782	*
Robert D. McTeer	19,368	*
Geoffrey R. Norman	11,118	*		Geoffrey R. Norman	23,032	*
Martin J. Weiland	10,837	*
Randy A. Bowman				Randy A. Bowman	4,700	*
Raymond E. Wooldridge	50,683	*		Raymond E. Wooldridge	82,597	*
All directors and named executive officers as a group (14 Persons)	880,542	9.7	%
All directors and named executive officers as a group (11 Persons)				All directors and named executive officers as a group (11 Persons)	1,021,617	11.8	%


~~(1)~~	~~The address of each director and named executive officer is 200 Crescent Court, Suite 1200, Dallas, Texas, 75201.~~