Determination. The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe this Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests. . Each decision of the Plan Administrator shall be final and binding upon all parties. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them.
The employer shall make a separate profit sharing contribution for the plan year with respect to each allocation formula as described below. The trustee shall be notified by the employer in writing as to the amount being contributed with respect to each formula. Forfeitures for the plan year shall be allocated under allocation formula # below. For this purpose, the following allocation formulas shall be used:
The Program incorporates two measurable performance factors: # Company sales, which are defined as Single Premium Life total placed premium (LTRS sales) plus net annualized target premium for Non-LTRS Life sales (in aggregate “Life Sales”), and Annuities total placed premium (“Annuity Sales”), and # overall Company profitability. The bonus percentages included in the tables below pertain to Participants who are a Chief Marketing Officer at the Executive Vice President level.
Incentive Payout Calculation. As soon as practicable after the end of each Performance Period, the Committee shall make a determination in writing with regard to the attainment of the Companys Performance Targets specified pursuant to Section 5 for such Performance Period and shall calculate the possible payout of incentive awards for each Participant.
EPS Performance Payout. The EPS Performance Payout shall be determined in accordance with the following performance schedule:
Incentive awards paid under the Plan will be based solely on the attainment of specified performance goals established by the Committee during the first 90 days of the Plan Year. Performance goals will be based on objective criteria specifically defined by the Committee on a Company, business unit or peer group comparison basis, which may include or exclude specified items of an unusual or non-recurring nature and are based on one or more of the following: net income, return on assets, return on net assets, return on sales, return on capital, return on equity, return on revenue, sales growth, market share, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment and cash value added. Performance goals may include a minimum, maximum and target level of performance with the size of individual awards, if any, based on the level attained. Actual goal attainment will be certified in writing by the Committee before payout.
Pro-Rata Vesting Formula. The number of RSUs and any Dividend Equivalents that shall vest on a pro-rata basis as the result of the Grantee’s Termination of Employment in accordance with Section 5(e) above is determined by multiplying the number of RSUs granted to the Grantee (as set forth on the first page of this Agreement) and Dividend Equivalents as applicable by the number of months (counting partial months as whole months) from the Grant Date through the date of the Grantee’s Termination of Employment, and dividing the product by the total number of months between the Grant Date and the Vesting Date, as is illustrated below:
Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine, including adjustments to account for unanticipated events or occurrences at the time a Performance Goal was established or other unusual or nonrecurring events.
The provisions of this [Section 6.7] shall supersede Paragraph VII(h) of the National Western Life Insurance Company 1995 Stock and Incentive Plan with respect to individuals who become Directors on or after the effective date of the Plan under Section 16.8. No stock option shall be granted to such Directors under such Paragraph of the prior plan after the effective date of the Plan under Section 16.8.
“Performance Formula” means, for a Performance Period, one or more objective formulas or standards established by the Committee for purposes of determining whether or the extent to which an Award has been earned based on the level of performance attained or to be attained with respect to one or more Performance Measure(s). Performance Formulae may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative.
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