Approval Date. Approval Date means the date on which the shareholders of the Company approve a transaction, the consummation of which would result in the occurrence of a Change in Control.

Approval. This Agreement is subject to prior review and approval of the Compensation Committee of the Company’s Board.

Effective Date and Stockholder Approval. The Plan was originally adopted by National Western Life Insurance Company effective as of June 20, 2008. The Plan was then amended and restated effective as of June 17, 2011 after its approval by the Board effective as of such date and its approval by the Stockholders at the Annual Meeting of Stockholders held on such date. The Plan and all Awards were assumed by the Company effective October 1, 2015 in connection with the holding company reorganization of National Western Life Insurance Company and its subsidiaries. The Plan, as amended and restated herein, shall be effective as of December 14, 2022. Notwithstanding the foregoing, for purposes of establishing the ten (10)-year period during which the Plan shall remain in effect, the effective date with respect to the prior amendment and restatement dated, June 15, 2016 shall apply (i.e., after its approval by the Board effective as of such date and its approval by the Stockholders at the Annual Meeting of Stockholders held on such date). For purposes of this Plan, including this Section and Sections 14.1 and 14.2, any such Stockholder approval shall be considered obtained if such approval complies with # all applicable provisions of the articles of incorporation and bylaws of the Company and applicable state law prescribing the method and degree of stockholder approval required for the issuance of corporate stock or stock options (and if applicable state law does not prescribe such method and degree of stockholder approval, such approval must otherwise be obtained in accordance with Code section 422) and # any applicable listing requirements of Nasdaq to the extent the Company is subject to such requirements.

Effective Date and Approval of Shareholders. The Plan shall take effect on the date the Plan is approved by the stockholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.

Servicer Approval. [[Organization C:Organization]] shall not cause the Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by [[Organization B:Organization]], which approval shall be deemed granted by [[Organization B:Organization]] with respect to [[Organization C:Organization]] and Cenlar FSB with the execution of this Agreement.

Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.

Extension Approval. The Extension Approval shall have been obtained.

Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.

Use; Approval. The Company Parties may use the Bank Marks in the ordinary course of performing services under this Agreement; provided, that approved use of the Bank Marks shall be in compliance with [Section 11.4.2(c)]. Prior to any change by a Company Party in the use or manner of use of any of the Bank Marks, a Company Party shall submit samples of materials to Bank and obtain Bank’s written approval thereof, which approval shall not be unreasonably withheld, delayed or conditioned. The Company Parties shall not use the Bank Marks # for any purpose or use other than performing or providing services pursuant to and in accordance with this Agreement, or # in a manner prohibited by Applicable Law. As applicable and at the discretion of the Program Managers, the review and approval process contemplated under this [Section 11.4.2(c)(ii)] may be consolidated with the review and approval process for Program Marketing Communications under [Section 3.2.1(a)].