AAON, INC.

In addition to establishing the pay elements described above, we have adopted a number of policies to further the goals of the

executive compensation program, particularly with respect to strengthening the alignment of our NEOs’ interests with stockholder

long-term interests.

Termination and Severance Arrangements

The Executive Severance Plan includes senior executive officers, which includes NEOs, in order to define a consistent approach of

treatment in the event of a severance event. Under the plan, NEOs are eligible to receive a payment of 1.5 to 2.0 times the sum of

the NEOs base salary and, in certain circumstances, target annual bonus. Any severance payment is subject to the execution of an

irrevocable release of claims.

Change in Control Agreements

Our change in control agreements, in conjunction with the NEOs’ equity award agreements, provide separation benefits for our

NEOs. Our program includes a double trigger for benefits and equity vesting. This means there must be a Company change in control

and the NEO must experience a qualifying termination of employment prior to receiving benefits under the agreement. This practice

creates security for the NEOs but does not provide an incentive for the NEO to leave the Company. Our program is designed to

encourage the NEOs to focus on the best interests of stockholders by alleviating their concerns about a possible detrimental impact

to their compensation and benefits under a potential change in control, not to provide compensation advantages to NEOs for

executing a transaction.

Our Committee reviews our change in control benefits periodically to ensure they are consistent with competitive practice and aligned

with our compensation philosophy. As part of the review, calculations are performed to determine the overall program cost to the

Company if a change in control event were to occur and all covered NEOs were terminated as a result. An assessment of competitive

norms, including the reasonableness of the elements of compensation received, is used to validate benefit levels for a change in

control. The Committee continues to believe that offering a change in control program is appropriate and critical to attracting and

retaining executive talent and keeping them aligned with stockholder interests in the event of a change in control.