Reverse Vesting. The Committee in its sole discretion may allow a Participant to exercise unvested Non-ISOs, in which case the Shares then issued shall be Restricted Shares having analogous vesting restrictions to the unvested Non-ISOs.

Scheduled Vesting. If you remain employed (which includes other service relationships described in Section 5 of the Plan) by the Company or any of its Affiliates continuously from the Grant Date specified on the cover page of this Agreement to a Scheduled Vesting Date, then the Achieved Units will vest on such Scheduled Vesting Date.

Vesting; Forfeiture. Except as otherwise provided in this Agreement, the RSUs awarded to a Participant shall vest on the date of the Company’s next annual meeting of stockholders after the date hereof (or the date that is at 50 weeks after the immediately preceding year’s annual meeting, if later) (the “Vesting Date”). If Participant ceases to be a director prior to the Vesting Date, the director shall forfeit the RSUs awarded under this Agreement unless # the Participant dies (in which case the RSUs shall immediately vest), or # the Governance Committee of the Board of Directors in its sole discretion decides to vest in whole or in part the RSUs awarded to the Participant. If the Participant is removed as a director at any time for cause in accordance with the Company’s bylaws, the director shall forfeit the RSUs awarded under this Agreement. An acceleration of vesting shall accelerate the Vesting Date and the payment date accordingly (subject to any applicable deferral election described in Section 6).

This option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 6.25% of the original number of Shares at the end of each successive quarter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ​.

Vesting Criteria. To receive the 20​ Bonus, you must satisfy both of the following criteria (the “Vesting Criteria”):

Restrictions; Vesting. The Restricted Stock shall be subject to the restrictions and other terms and conditions set forth in the Plan, which are hereby incorporated herein by reference, and in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, Participant’s rights in and to the shares of Restricted Stock shall vest on April 10, 2020.

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

-4 Vesting Notwithstanding anything in Section 4.2 to the contrary, [Schedule D.1] Participants shall be vested in their Retirement Contribution Accounts upon completing three years of Vesting Service. For this purpose, a “Year of Vesting Service” means a Plan Year in which the [Schedule D.1] Participant is credited with at least 1,000 Hours of Service. Service with Knife River Corporation and Affiliates shall be recognized for purposes of this Section D.1-4, including, but not limited to, service that occurred prior to the Effective Date, applying these rules as if Knife River Corporation and its affiliates at that time were Affiliates under the Plan. Notwithstanding the foregoing, a [Schedule D.1] Participant shall be fully vested in his or her Retirement Contribution Account upon death, Disability, or attaining Normal Retirement Age.

Vesting Conditions. The number of PBRSUs earned and vested with respect to the Performance Period (as defined in Exhibit A) shall be determined based on the extent to which the performance criteria set forth in Exhibit A hereto (the “Performance Criteria”) are attained. Except as otherwise provided in Section A.2(b) and Section A.2(c) below, if # the Committee certifies in writing the extent to which the applicable Performance Criteria in the Performance Period are attained, # you remain continuously employed by the Company or an Affiliate through the date on which the Committee certifies such performance (the “Certification Date”), and # you comply with the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement, you will become vested in the number of PBRSUs earned pursuant to Exhibit A as of the Certification Date.