Retention Component. Fifty percent (50%) of your Incentive Bonus will vest and be earned solely on the basis of your continued employment with the Company or a member of the Company Group through the Retention Completion Date (the “Retention Component”). You agree that in the event your employment with the Company and the Company Group terminates for any reason other than a Qualifying Termination before the Retention Completion Date, you will be required to repay to the Company, within 20 days following the date of such termination, 100% of the After-Tax Value of the Retention Component.

Performance Component. The remaining fifty percent (50%) of your Incentive Bonus will vest and be earned based on a combination of your continued employment with the Company or any member of the Company Group and the achievement of certain performance metrics (the “Performance Component”). The Performance Component will be subdivided into five tranches as set forth on Exhibit A attached hereto (each, a “Performance Tranche”). Each Performance Tranche will vest and be earned in accordance with the terms of Exhibit A. You agree that you will repay to the Company the After-Tax Value of the Unvested Portion of the Performance Component within 20 days following the earlier to occur of # the Performance Completion Date and # the termination of your employment with the Company and the Company Group for any reason other than a Qualifying Termination; provided, however, that the “Performance Completion Date” will be replaced with the “Emergence Date” in certain circumstances for any repayment requirement with respect to Performance Tranche 2 (as described on Exhibit A), in which case you will repay to the Company the After-Tax Value of the Unvested Portion of the Performance Component that relates to Performance Tranche 2 within 20 days following the Emergence Date. For the sake of clarity, you will not be required to repay any Vested Portion of the Performance Component.

AOI Performance Component. In respect of the AOI performance component, each Participant will be eligible to receive a payment equal to the result of applying the following formula to such Participant:

The sales component of the Program is further subdivided between Life Sales and Annuity Sales. For 2023, the sales goals for each line of business of the Company are:

The profitability component of the Program is based upon the consolidated GAAP return on assets (ROA) percentage as derived from the segment results reported in National Western Life Group, Inc.’s (NWLGI)’s Form 10-K. The ROA percentage is calculated as the sum of GAAP segment net operating earnings divided by the sum of the beginning of the year GAAP segment assets. Segment GAAP net operating earnings are after federal income taxes but exclude realized gains and losses on investments. As the GAAP results, including segment information, reported in the Form 10-K are audited by the Company’s independent auditors, the ROA calculation will be finalized at the time NWLGI’s Form 10-K for the year is filed with the SEC.

If Buyer proposes a new blade model, Seller will notify Buyer of any new product specific tools and modifications to the Production Facility and/or the Storage Facility that will be required for the production of the new model. It will be the responsibility of Buyer to provide and deliver such product specific tools to Seller at Buyer’s sole cost. Seller will quote a price for such new blade model and establish an initial Bill of Materials and Baseline Price Schedule for such model. [...​...].

Cash. By cash, cashier’s check or wire transfer or, at the discretion of the Administrator expressly for the Grantee and where permitted by law as follows:

Cash. Directors Fees deferred by Participants in cash shall be credited to a Cash Deferred Account, on the first business day coincident with or immediately following the Issue Date for such Director Fees, until a Distribution Event described in Section 10 occurs. Cash Deferred Accounts shall not be credited with any earnings or income by the Company.

If Rollins Inc.’s pre-tax profit meets or exceeds ​ of the Company’s plan in ​, you will receive a bonus based on a scale up to the maximum allowable percentage of salary under your bonus plan for this component. Payouts will begin at ​ of Profit Plan and rise to ​ payout at ​ of Profit Plan. A pro-rata calculation will be made for actual results that are between the levels on the scale to the tenths decimal place value.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that ​ receives notice from the Administrative Agent or the Required ​ (or, if the maturity of the Loans has been accelerated, ​ with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, ​ shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of ​ (the “LC Collateral Account ”), an amount in cash equal to 103% of the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that # the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that ​ is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and # the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to ​ described in [clause (h) or (i) of Article VI]I]. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to ​. ​ also shall deposit cash collateral pursuant to this paragraph as and to the extent required by [Section 2.11(b)]. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at ​’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of ​ for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of ​ with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If ​ is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and all interest thereon (to the extent not applied as aforesaid) shall be returned to ​ # if provided within three (3) Business Days after all Events of Default have been cured or waived, and # if provided pursuant to [Section 2.11(b)], within three (3) Business Days after cover for LC Disbursements pursuant to [Section 2.11(b)] is no longer necessary to eliminate the excess referred to therein.