The National Western Life Group, Inc. Incentive Plan (the “Plan”) established as of , is hereby amended and restated, effective as of , which amendment and restatement # removes certain provisions in the Plan that have become non-operative as a result of the elimination by the U.S. Congress of certain provisions of Code section 162(m) in , # prospectively modifies the definition of “Change in Control” and # makes certain non-substantive technical corrections to the Plan. Capitalized terms used herein without definition shall have the respective meanings assigned to them in [Section 2].
The Potlatch Corporation Deferred Compensation Plan for Directors II was adopted effective , by the Board of Directors of Potlatch Corporation, and most recently amended and restated effective to provide Directors an opportunity to defer payment of their Director’s Fees and to credit their Deferred Equity-Based Awards. The Plan is also intended to assist the Company in attracting and retaining persons of outstanding achievement and ability as members of the Board.
The Carrols Restaurant Group, Inc. 2016 Stock Incentive Plan (the “Plan”) is established by Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), to attract and retain persons eligible to participate in the Plan; motivate Participants to achieve long-term Company goals; and further align Participants’ interests with those of the Company’s other stockholders. The Plan is adopted as of , subject to approval by the Company’s stockholders within 12 months after such adoption date. No Awards shall be granted hereunder prior to the approval of the Plan by the Company’s stockholders. No Award shall be granted hereunder on or after the date 10 years after the Effective Date or such earlier date as of which the Plan is discontinued by the Board as provided herein. The Plan shall terminate on or such earlier time as the Board may determine.
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 , 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).
Establishment and Purpose. Telos Identity Management Solutions, LLC, a Delaware limited liability company doing business as Telos ID ("Telos ID"), hereby adopts the Telos ID Sale Bonus Plan (this "Plan"), effective as of , the date on which this Plan was adopted by Telos ID's Board of Directors (the "Board"). The purpose of this Plan is to provide a long-term incentive program to motivate key executives of Telos ID to participate in the value creation of Telos ID and enjoy the benefits of participation in future increases in the value of Telos ID and its underlying assets. Capitalized terms not defined in this Plan have the meanings ascribed to them in the Second Amended and Restated Operating Agreement of Telos ID, dated as of .
This Executive Severance Plan (the “Plan”) is established to provide severance and other welfare benefits for eligible executives of Interpublic and its Subsidiaries in the event that their employment is terminated either # by Interpublic or a Subsidiary for a reason other than Cause or # by the executive for Good Reason. The Plan is an unfunded welfare plan maintained primarily for the purpose of providing severance and other welfare benefits to a select group of management and highly compensated employees.
Establishment. Except as otherwise specifically provided in this Agreement or by non-waivable provision of the Delaware Act, the business, property and affairs of the Company shall be managed, operated and controlled at the sole, absolute and exclusive direction of the board of managers (the “Board” and each manager of the Board, a “Manager”) in accordance with the terms of this Agreement. Except as otherwise expressly provided by this Agreement, no Member shall have management authority or voting or other rights over, or any other ability to take part in the conduct or control of the business of, the Company. Each Manager shall be a “manager” (as defined in the Delaware Act) of the Company, but notwithstanding the foregoing, no Manager shall have any rights or powers beyond the rights and powers granted to such Manager in this Agreement. Notwithstanding any duty existing at law, in equity or otherwise, with respect to any matter that is to be voted on by the Managers, a Manager may grant a proxy to any other Manager or other Person.
The proceeds of the Loans hereunder shall be used solely by each Borrower to provide liquidity for working capital, capital expenditures and other general corporate purposes.
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Purpose of Restatement. Pursuant to direction of the Compensation Committee of Arrow Electronics, Inc. (the “Company”) at a meeting on , a deferred compensation plan for non-employee directors (“Plan”) was established effective as a separate component of the Arrow Electronics, Inc. Executive Deferred Compensation Plan. For the period through , deferrals were authorized, made and administered in accordance with revised Plan terms intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) and regulations and guidance thereunder (“Regulations”). Effective with respect to all deferrals since its original effective date and not previously distributed, the Plan was amended and restated in order to reflect the requirements of the final regulations under Section 409A. Effective , the Plan hereby is amended and restated to provide clarification with respect to deferrals under the Non-Employee Directors Deferred Stock Unit Plan.
Purpose and Authority. This 2018 Outperformance Plan (as amended, restated and supplemented from time to time, this “2018 Outperformance Plan”) was adopted by the Committee of the Board of the Company effective as of , pursuant to authority delegated to it by the Board as set forth in the Committee’s charter. Equity awards granted under this 2018 Outperformance Plan shall be issued pursuant to the Company’s existing equity incentive plans, or any equity incentive plan approved by the Company’s stockholders in the future, and only to the extent there are shares of the Company’s common stock, par value per share (the “Common Stock”), available under such equity incentive plans. The purpose of this 2018 Outperformance Plan is to create a supplemental long-term incentive opportunity to support the Company’s multi-year business plans and to drive outstanding performance.
Purpose and Effect. The purpose of this Agreement is to provide Termination Benefits, as defined in [Section 9] hereof, in the event of a Termination or Change in Control as provided in Section7(a).
Purpose of Agreement. The purpose of this Agreement is to provide a grant of restricted stock units (“RSUs”) to the Participant.
Purpose and Interpretation. With respect to Participants subject to United States federal income tax, the Plan is intended to comply with applicable requirements to avoid a plan failure under Code section 409A and shall be interpreted, construed and applied accordingly by the Committee.
Purpose and Intent. The Board of Directors of the Company (the “Board”) desires to provide certain protections to the Executive in the event of an involuntary termination of his or her employment that does not occur in connection with a change in ownership or control of the Company. Accordingly, the Board has determined that appropriate steps should be taken to enter into an agreement to provide such protections to the Executive. This Agreement is not intended to alter materially the compensation and benefits that Executive could reasonably expect in the absence of an “Involuntary Termination of Employment” (as defined below in [Section 4]) and, accordingly, this Agreement, although taking effect upon the parties’ execution hereof, will be operative only upon an Involuntary Termination of Employment.
Purpose of Agreement. The Executive, being the Chief Accounting Officer of the Company, has decided to resign from those positions, effective . The parties now desire to amicably and completely resolve any and all issues, claims and disputes that may exist between them and have, therefore, entered into this Agreement.
Establishment of Imaging System. Other than with respect to any Electronic Contract, the Servicer shall maintain an imaging system through which the original physical Receivable File and, with respect to any Hard Secured Receivable, the original certificate of title (if such certificate of title is issued in physical and not in electronic form), if any, with respect to the Titled Asset securing such Hard Secured Receivable may be imaged and captured through a standalone PDF, or another electronic medium, and validated through an internal, controlled process with images captured, stored and identifiable at a central location as a backup to physical documentation; provided that any certificates of title that are issued electronically are not imaged and stored pursuant to this [clause (iv)] but are maintained by a third party electronic title lienholder. For the avoidance of doubt, the related image of a Contract that is an Electronic Contract will be stored in the Electronic Vault and will not be retained by the Servicer.
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