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.

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.

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:

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 the Borrower shall be required to post collateral for LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) pursuant to [Section 2.09(a)], Section 2.10(b), [Section 2.10(c)], Section 2.19 or the last paragraph of Article VII, the Borrower shall immediately deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent Cash denominated in the Currency of the Letter of Credit under which such LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) arises in an amount equal to the amount required under [Section 2.09(a)], Section 2.10(b), [Section 2.10(c)], Section 2.19 or the last paragraph of Article VII, as applicable. Such deposit (as well as any amounts deposited pursuant to the last paragraph of [Section 2.05(e)]) shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) under this Agreement and thereafter for the payment of the Secured Obligations under the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the [[Consenting Lenders:Organization]] in the Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that # after giving effect to such return, there shall not be any LC Exposure that is not fully covered by the Commitments of the Non-Defaulting [[Consenting Lenders:Organization]] and/or the remaining cash collateral, # at the time of such return, no Default shall have occurred and be continuing and # after giving effect to such return, the Borrower shall remain in compliance with its obligations to post cash collateral for LC Exposure hereunder.