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.

Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable # on account of interest on the Note or # as a result of the events described in [Sections 1.3 and 1.4(g)])] of the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Sharesand, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

The Company shall establish and maintain a Trust to provide a source of funds to assist the Company in meeting its liabilities under the Plan. Within thirty (30) days following the end of each Plan Year ending after the Trust has become irrevocable pursuant to the Trust Agreement, the Company shall be required to irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay each Participant or Beneficiary the benefits payable pursuant to the terms of the Plan as of the close of that Plan year.

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Establishment of Goals. The Compensation Committee will establish the performance goals for each Covered Executive for each Performance Period. Such performance goals will be set forth in a writing provided to each Covered Executive. The Compensation Committee may establish different performance goals for different Covered Executives during the same Performance Period.

Establishment of Fees. Manager shall assist Provider in establishing the commercially reasonable fees that Provider shall charge for all Wound Care Products offered for sale by Provider.

Establishment of Fees. Manager shall assist Provider in establishing the commercially reasonable fees that Provider shall charge for Storage and for Cells.

Establishment of Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount equal to all Indemnifiable Liabilities reasonably anticipated at the time to be incurred in connection with any Claim. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; # the trustee of the Trust shall advance, within ten (10) business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under this Agreement); # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; # the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and # all unexpended funds in that Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee. Nothing in this Section 4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under Section 3.

Purpose of Agreement. The purpose of this Agreement is to provide a grant of restricted stock units (“RSUs”) to the Participant.

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reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

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