Example ContractsClausesEstablishment and Purpose
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The National Western Life Group, Inc. Incentive Plan (the “Plan”) established as of February 5, 2014, is hereby amended and restated, effective as of December 14, 2022, 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 2017, # prospectively modifies the definition of “Change in Controland # 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 January 1, 2005, by the Board of Directors of Potlatch Corporation, and most recently amended and restated effective May 8, 2014 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.

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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 April 26, 2016, 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 April 26, 2026 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 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).

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 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 August 30, 2016, 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 December 24, 2014.

Establishment. Pure Cycle Corporation hereby establishes the Pure Cycle Corporation 2024 Equity Incentive Plan (the “Plan”) for certain officers, employees, consultants, and directors of the Company.

Purpose. The purpose of this QUEST RESOURCE HOLDING CORPORATION 2012 INCENTIVE COMPENSATION PLAN (as amended and restated), subject to stockholder approval (the “Plan”), is to assist QUEST RESOURCE HOLDING CORPORATION, a Nevada corporation (the “Company”) and its Related Entities (as hereinafter defined) in attracting, motivating, retaining, and rewarding high-quality executives and other employees, officers, directors, and individual consultants who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder value.

Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance.

Purpose. The purpose of the ZeroFox Holdings, Inc. Executive Incentive Plan, effective February 20, 2023 (the “Plan”), is to increase stockholder value and the success of ZeroFox Holdings, Inc. and its subsidiaries (collectively, the “Company”) by motivating eligible employees of the Company to # perform to the best of their abilities, and # meet or exceed established performance goals and strategic objectives. The Plan provides for incentive compensation and payment of cash bonuses to eligible employees when the Company achieves its goals.

Purpose. Builders FirstSource, Inc. (the “Company”) established this Builders FirstSource, Inc. Executive and Key Employee Severance Plan (the “Plan”) in order to provide transitional income to certain executive officers and key employees who are involuntarily terminated under certain conditions. The Plan supersedes all prior written or unwritten severance plans, notice plans, practices or programs offered to or established for participants by the Company providing severance pay or similar benefits, including individual employment contracts, change in control agreements or similar arrangements. The Company intends that this Plan qualify as and come within the various exceptions and exemptions under the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, for an unfunded plan maintained primarily for a select group of management or highly compensated employees, and any ambiguities in this Plan shall be construed to effect that intent.

Purpose. The purpose of this Plan is to describe the terms and conditions under which contributions made pursuant to the Plan will be credited and paid to the Participants and their Beneficiaries.

Purpose. Through this ERA, the Employer intends to permit the deferral of compensation and to provide additional benefits to a select group of management or highly compensated employees of the Employer. Accordingly, it is intended that this ERA will not constitute a "qualified plan" subject to the limitations of section 401(a) of the Code, nor will it constitute a "funded plan," for purposes of such requirements.

Purpose. The Plan is intended to assist the Company and its Affiliates in attracting and retaining Eligible Persons of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company and its Affiliates.

Purpose. ITW desires to have the benefit of the advice, counsel, and services of [[SLM Advisory Services:Organization]] and its principal Steven L. Martindale for a period of time under the terms set forth in this Agreement to assist in its business. In consideration of the promises and the mutual covenants set forth herein, ITW and [[SLM Advisory Services:Organization]] agree to the following provisions.

Purpose. The Lease currently covers the Existing Space. The Parties desire to add the Additional Space to the Lease as of the Expansion Date in accordance with the terms and conditions set forth in this Amendment.

Purpose. The purpose of the Plan is to advance the interests of the Company and its stockholders by providing to certain key employees additional incentives and motivation toward superior performance of the Company and its Subsidiaries through the opportunity to acquire equity ownership in the Company, and by enabling the Company and its Subsidiaries to attract and retain the services of employees upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent. At the same time, the Board and Committee will work together to ensure that the implementation of the Plan, in conjunction with the Company’s other compensation policies and practices, does not create risks that are reasonably likely to have a material adverse effect on the Company.

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