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Establishment and Purpose
Establishment and Purpose contract clause examples

The Executive Incentive Compensation Plan (the “Plan”) was adopted by the Board of Directors of Knife River Corporation (formerly known as Knife River Holding Company) (“KRC”) in connection with the distribution of 80.1% or more of the outstanding shares of KRC’s common stock to the stockholders of MDU Resources Group, Inc. in 2023, pursuant to the Separation and Distribution Agreement between the Company and MDU Resources Group, Inc. entered into in connection with such distribution (the “Spin-Off”) and is effective as of the date on which the Spin-Off occurs. In connection with the Spin-Off and pursuant to the Employee Matters Agreement, KRC is assuming liability for certain awards deferred under the MDU Resources Group, Inc. Executive Incentive Compensation Plan by current and former KRC employees in respect of the 2021 Plan Year and prior Plan Years (as such amounts are adjusted from time to time to reflect crediting of interest, the “Grandfathered Deferred Amounts”), and such Grandfathered Deferred Amounts will be administered from and after the Spin-Off by KRC pursuant to this Plan and the Rules and Regulations (as defined below).

The Board of Directors of Knife River Corporation (formerly known as Knife River Holding Company) (“KRC”) adopted these Rules and Regulations for the administration of the Executive Incentive Compensation Plan (the “Plan”), following adoption of the Plan by the Board of Directors of KRC. These Rules and Regulations, together with the Plan, were adopted in connection with the distribution of 80.1% or more of the outstanding shares of KRC’s common stock to the stockholders of MDU Resources Group, Inc. in 2023, pursuant to the Separation and Distribution Agreement between the Company and MDU Resources Group, Inc. entered into in connection with such distribution (the “Spin-Off”) and are effective as of the date on which the Spin-Off occurs (the “Effective Date”).

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