MLR · Miller Industries, Inc.

This amendment reflects a deliberate recalibration of Miller Industries’ executive severance framework, shifting away from change-in-control protections — which were fully removed as of March 2, 2026 — toward a more narrowly tailored severance protection plan triggered solely by qualifying terminations (e.g., without Cause, for Good Reason, or due to Disability). The exclusion of the equity portion of annual bonuses from severance calculations reduces potential payout exposure and aligns severance more closely with fixed, cash-based compensation components. While the Plan retains tiered multipliers (2X–3X) for senior executives, the removal of equity-linked value lowers the ceiling on severance obligations. The Plan’s classification as an unfunded, top-hat welfare arrangement signals continued reliance on discretionary, non-qualified arrangements rather than broad-based or pension-like structures. For investors, this signals reduced contingent liability related to M&A scenarios and tighter linkage between severance payouts and current cash compensation — though it may also reduce retention leverage in competitive talent markets.