8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2022

AAON, INC.

(Exact name of Registrant as Specified in Charter)

Nevada			0-18953	87-0448736
(State or Other Jurisdiction			(Commission File Number: )	(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,	Tulsa,	Oklahoma		74107
(Address of Principal Executive Offices)				(Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AAON	NASDAQ

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AAON, Inc. (“AAON” or the “Company”), announced April 22, 2022, that Norman H. Asbjornson, Director, Executive Chairman and Founder of AAON, Inc. (the “Company”), intends to retire from his position of Executive Chairman effective May 12, 2022, and will continue to serve as a member of the Company’s Board of Directors. In addition, Mr. Asbjornson will continue to assist the Company in a consulting and advisory role until May 2024. Mr. Asbjornson's decision to retire is not the result of any disagreements with management or the Board related to the Company's operations, policies or practices. A copy of the press release announcing Mr. Asbjornson's retirement is attached hereto as Exhibit 99.1.

On April 21, 2022, the Company entered into a Retirement Agreement with Mr. Asbjornson. Per the terms of the Retirement Agreement, Mr. Asbjornson will continue in his current role as Executive Chairman until the date of the Company's annual shareholders' meting to be held on May 12, 2022, and will receive his base salary until that date. Mr. Asbjornson will not be eligible for an annual incentive bonus for 2022 and will not receive any equity or long-term performance awards in 2022 in connection with his Executive Chairman position. All outstanding restricted stock and stock options (the "stock awards") previously received by Mr. Asbjornson will continue to vest and become exercisable in accordance with their existing terms and conditions until the date of retirement. The vesting or exercisability of the stock awards will accelerate upon the retirement date, May 12, 2022. For stock options, the post-retirement exercise period will be the shorter of (i) the original expiration date of each award and (ii) ten (10) years from the grant date. The foregoing summary of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the Retirement Agreement which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Also, on April 21, 2022, the Company entered into a Consulting Agreement with Mr. Asbjornson whereas Mr. Asbjornson will provide services to the Company as an independent contractor. The Consulting Agreement will remain in effect until the earlier of (i) May 12, 2024; (ii) Mr. Asbjornson's death or disability; or (iii) the Company's termination of the Consulting Agreement (the "Term"). The Consulting Agreement may be extended for up to six additional one month periods. Mr. Asbjornson will be paid $348,225 per year, payable in equal monthly installments, during the Term of the Consulting Agreement. For any extension of the original Term, Mr. Asbjornson will be paid $29,021.25 per month. The Company may terminate the Consulting Agreement in the event of material breach of the Consulting Agreement or death or disability of Mr. Asbjornson. The foregoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description
99.1	Press release dated April 22, 2022 announcing retirement of Director, Executive Chairman and Founder of AAON, Inc.
10.1	Retirement Agreement, dated April 21, 2022, between AAON, Inc. and Norman H. Asbjornson
10.2	Consulting Agreement, dated April 21, 2022, between AAON, Inc. and Norman H. Asbjornson
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AAON, INC.
Date:	April 26, 2022	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

Document

Exhibit 10.1

RETIREMENT AGREEMENT

THIS RETIREMENT AGREEMENT (the “Agreement”) is made as of April 21, 2022 (the “Effective Date”), by and among AAON, Inc., an Oklahoma corporation (“Employer”), the Employer’s parent entity, AAON, Inc., a Nevada corporation (“Parent Entity”), Employer’s affiliate entities, AAON Coil Products, Inc., a Texas corporation (“ACP”), and BasX, Inc., an Oregon corporation (“BASX”, and together with Employer and ACP, the “AAON Companies”), and Norman H. Asbjornson, an individual (“Employee”).

WHEREAS, Employee is employed by Employer and serves as an officer and director of Employer, as well as an officer and director of each of the Parent Entity, ACP and BASX. The AAON Companies and Employee desire to set forth the terms and conditions of Employee’s proposed retirement from his officer positions with the AAON Companies and the termination of his employment relationship with Employer due to his retirement, while remaining as a director of each of the AAON Companies, and thereafter to provide certain succession and advisory services to Employer according to the terms and conditions contained herein (including the Consulting Agreement, as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.    Employee’s Retirement; Timing of Public Disclosure. Employee agrees to remain employed in his current position of Executive Chairman until the date of the Parent Entity’s 2022 annual stockholders’ meeting, presently expected to be May 12, 2022 (the “Retirement Date”). The parties confirm and agree that effective as of the Retirement Date, Employee shall be deemed to have resigned from all employment positions with Employer and from all officer positions with the AAON Companies. In addition, the parties confirm and agree that AAON Parent will issue a press release and make timely required disclosure filings concerning Employee’s retirement on Form 8-K with the Securities and Exchange Commission (“SEC”) following the Effective Date of this Agreement. Notwithstanding the foregoing, nothing in this Agreement changes the “at will” nature of Employee’s employment with the Employer prior to the Retirement Date.

2.    Accrued Wages. Upon the Retirement Date, or upon the Employer’s next regularly scheduled payday thereafter (and to the extent permitted by applicable law), Employee will receive from Employer (i) any unpaid base salary accrued up to and including the Retirement Date, (ii) pay for any accrued but unused vacation and sick pay earned up to and including the Retirement Date, (iii) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Employee and under which he has a vested right, and (iv) any unreimbursed business expenses to which Employee is entitled to reimbursement under the Company’s reimbursement policies and procedures; provided, however, any such request for reimbursement shall be submitted to the Employer, c/o Rebecca Thompson at 2425 S. Yukon Ave., Tulsa, Oklahoma 74107, along with appropriate supporting documentation, within thirty (30) days of the Retirement Date.

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3.    Consideration for Signing Agreement. In consideration of Employee signing this Agreement (including the terms, representations, promises and undertakings contained herein) Employer will provide Employee with the following payments and benefits:

(a)    Employee will continue to be employed by Employer in his current position of Executive Chairman until the Retirement Date (subject to Employee’s earlier death or disability), and will continue to receive his base salary until the Retirement Date (subject to Employee’s earlier death or disability) in the amount equal to Employee’s base salary in effect as of the Effective Date, or such other amount as determined by the Compensation Committee.

(b)    [intentionally omitted]

(c)    All outstanding awards of restricted stock and stock options previously received by Employee will continue to vest and become exercisable in accordance with their existing terms and conditions following the Effective Date hereof and Employee will not forfeit any such outstanding awards of restricted stock and stock options. The vesting or exercisability of all such outstanding awards of restricted stock and stock options will accelerate upon the Retirement Date; provided, however, Employee’s post-retirement exercise period with respect to all stock option awards previously received by Employee shall remain unchanged and continue after the Retirement Date, but not beyond the shorter of (i) the original expiration date of each such award, as applicable, and (ii) ten (10) years from the grant date.

(d)    A consulting agreement between Employer and Employee in substantially similar form as attached hereto as Exhibit “A” (the “Consulting Agreement”), which will provide, among other things, payments to Employee of as set forth therein (the “Consulting Payment”), payable as set forth therein following the Retirement Date.

(e)    Subject to the eligibility requirements of any applicable plan, Employee will be entitled to elect to continue his group medical insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Employer shall be responsible for all COBRA premiums for the period of time Employee elects to continue such coverage, not to exceed 18 months or such other maximum period of time Employee is eligible to maintain COBRA continuation coverage. Employee acknowledges his termination of employment with the Employer is voluntary for purposes of COBRA.

(f)    Employee may retain his Employer issued cell phone and Employer will continue to pay the monthly costs for such cell phone until the end of the twenty-four (24) month period following the Retirement Date.

4.    No Further Compensation or Benefits. Employee agrees that this Agreement resolves all outstanding issues arising from his employment and Employee acknowledges and agrees that under this Agreement he will receive all compensation and benefits to which he would otherwise be entitled through the Retirement Date and shall receive no compensation or benefits from Employer beyond that, except as specifically set forth in this Agreement. Notwithstanding the foregoing, Employee shall remain

eligible to receive director fees (whether in the form of cash or equity) in connection with his continuing service as a director of the AAON Companies.

Employee acknowledges, agrees and expressly understands that he will not be entitled or otherwise eligible to receive any further employee incentive awards from the AAON Companies of any kind, including, without limitation the opportunity threshold bonus with respect to any portion of 2022.

5.    Removal of Personal Items. Employer understands that Employee will no longer need office space at Employer’s facilities and Employee shall remove, within a reasonable period of time following the Effective Date, and in any event not later than the Retirement Date, all of the personal contents from his office at the Employer’s facility.

6.    Termination of Other Agreements. Except as otherwise provided in this Agreement (including, without limitation, in paragraph 3), the parties mutually agree, as of the Retirement Date, to terminate any and all other contracts or agreements, including without limitation, rights under all pension, welfare, fringe plans, programs, awards, arrangements and payroll practices. Therefore, except as otherwise provided in this Agreement, this Agreement supersedes any supplants any and all rights, claims, benefits and defenses Employee or Employer would otherwise enjoy or be entitled to assert pursuant to any other document previously executed relating to Employee’s employment with Employer.

7.    Tax Matters. Employer will withhold required federal, state and local taxes from (i) the accrued wages contemplated in paragraph 2, (ii) the base salary continuation contemplated in paragraph 3(a), and (iii) the potential bonus payment contemplated in paragraph 3(b), and will make all tax reporting it determines it should make based on this Agreement. Other than Employer’s obligation to withhold federal, state and local taxes, Employee will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments made or contemplated to be made by this Agreement or the Consulting Agreement (including, without limitation, those imposed under Section 409A, as defined below). Additionally, Employer will timely provide Employee with Form 1099-MISC concerning the Consulting Payment set forth in paragraph 3(d) and payable pursuant to the Consulting Agreement and Employee will be responsible for all taxes arising out of his receipt of the Consulting Payment.

8.    Section 409A.

(a)    Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement (or the Consulting Agreement) will be considered due or payable until and unless Employee has a “separation from service” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder, as each may be amended from time to time (together, “Section 409A”). The parties acknowledge that they believe that Employee will have such a “separation from service” on the Retirement Date. Any benefits payable pursuant to this Agreement (or the Consulting Agreement) following a “separation from service” that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) and are otherwise due to Employee on or within the six-month period following Employee’s “separation from service” will accrue during such six-month period and will instead become payable in a lump sum payment on the later of (i) the date six-months and one day following the date of Employee’s “separation from service” or (ii) January 31, 2023. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each

payment or benefit. Each payment and benefit payable under this Agreement (or the Consulting Agreement) is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything herein to the contrary, if Employee dies following his “separation from service” but prior to the six-month anniversary of the date of his “separation from service,” then any Deferred Compensation Separation Benefits delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death, but not later than ninety (90) days after the date of Employee’s death, and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

(b)    To the extent that any payments or benefits hereunder which provide for reimbursements of expenses would be considered deferred compensation under Section 409A, such payments shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred, and the amount of reimbursable expenses available during a calendar year may not affect the amount of reimbursable expenses or in-kind benefits available in any other calendar year.

(c)    It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

9.    D&O Insurance; Indemnification Matters. Nothing in this Agreement shall affect any of Employee’s rights or obligations with respect to indemnification or director and officer liability insurance coverage to which Employee is entitled or subject to in his capacity as an officer and/or director (or former officer and/or director) of each of the AAON Companies. Employee shall be entitled to the rights to indemnification and director and officer liability insurance coverage that each of the AAON Companies provide to their other officers and directors. In addition, to the extent permitted by applicable law, following the Retirement Date, Employee shall be entitled to the same indemnification rights that Employee is eligible to receive as of the Effective Date.

10.    Confidential and Proprietary Information. During his employment, Employee has been given access to and/or has developed information which is confidential, proprietary in nature and/or qualifies as a trade secret (“Confidential Information”). All such Confidential Information and material shall be treated by Employee as confidential information protected from disclosure or unauthorized use. The confidentiality of such Confidential Information may be waived only by the written consent of the Employer; provided, however, nothing contained herein shall prohibit Employee from cooperating in any law enforcement or regulatory investigation involving the AAON Companies, including each of their respective officers, directors, employees and agents. As used herein, the term “Confidential Information” means information unique to the AAON Companies which has a significant business purpose and is not generally available from sources outside the AAON Companies, and includes, without limitation, information relating to the AAON Companies’ business plans, contracts and licenses, trade secrets, business arrangements, financial results, software, computer and other information technology systems, manufacturing processes, product development, product pricing, sales and marketing strategies and pending or potential acquisition targets and strategies. Employee recognizes and agrees that Confidential Information is proprietary to the AAON Companies. Employee agrees that Employee will not use for Employee or for others or disclose or authorize disclosure to others of any Confidential Information.

11.    Severability. If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall be deemed modified to the extent necessary to render the same valid or not applicable to given circumstances, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application or had not been included herein, as the case may be. Although Employee agrees that the restrictions on Employee’s activities in this Agreement are reasonable, given the nature and scope of Employer’s business, the information made available to Employee during her employment, and the compensation provided for herein, Employee and Employer agree that in lieu of declaring the restrictions void, a court of competent jurisdiction shall be requested by both parties to modify the restrictions to the extent necessary under applicable law and to protect the legitimate interests of both Employer and Employee.

12.    Rules of Construction. This Agreement shall not be admissible in any proceeding except an action to enforce its terms. Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

13.    Entire Agreement. Employee agrees that this Agreement (including Exhibit “A” attached hereto) constitutes the complete agreement between the parties and that no other representations have been made by Employer. Employee agrees that this document resolves all outstanding issues arising from his employment as of the date of Employee's signing the Agreement and that he will not receive anything further from Employer, other than the compensation and other items provided for herein.

14.    Dispute Resolution. Each party agrees to submit any dispute arising under this Agreement to final and binding arbitration before a single arbitrator mutually agreed upon by the parties. Such arbitration shall be conducted in Tulsa, Oklahoma or such other location as may be mutually agreed upon by the parties.

15.    Interpretation Under State Law. This Agreement shall be construed under the internal laws of the State of Oklahoma and shall in all respects be interpreted, enforced, and governed under the law of said State.

16.    Authorization. Each person signing this Agreement as a party or on behalf of a party represents and warrants to the other that he is duly authorized to sign this Agreement on such party’s behalf, and is executing this Agreement voluntarily, knowingly, and without any duress or coercion.

17.    Counterparts. This Agreement may be signed in multiple identical counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of copies of an executed document (including by electronic PDF or similar files, DocuSign or other e-signature method) shall be deemed a valid delivery of an executed Agreement.

[SIGNATURES ON FOLLOWING PAGE]

Remainder of page intentionally left blank.

IN WITNESS WHEREOF, the Employer and the Employee have duly executed this Agreement as of the date first set forth above.

EMPLOYEE:

/s/ Norman H. Asbjornson

Norman H. Asbjornson

EMPLOYER:

AAON, Inc., an Oklahoma corporation

By:    /s/ Gary D. Fields

Gary D. Fields, CEO and President

PARENT ENTITY:

AAON, Inc., a Nevada corporation

By:    /s/ Gary D. Fields

Gary D. Fields, CEO and President

ACP:

AAON Coil Products, Inc., a Texas corporation

By:    /s/ Gary D. Fields

Gary D. Fields, CEO

BASX:

BasX, Inc., an Oregon corporation

By:    /s/ Gary D. Fields

Gary D. Fields, CEO

[Signature Page]

EXHIBIT “A”

Consulting Agreement

[Attached]

[Exhibit A]

Document

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of April 21, 2022 (and effective in accordance with Section 2 below), by and between AAON, Inc., an Oklahoma corporation (the “Company”) and Norman H. Asbjornson, an individual (the “Consultant”).

WHEREAS, Consultant is presently employed by the Company and serves as the Company’s Executive Chairman; and

WHEREAS, Consultant’s employment will end on the date on which the Company’s parent entity, AAON, Inc., a Nevada corporation (“Parent Entity”) conducts its annual meeting of stockholders in the year 2022, presently anticipated to be on or around May 12, 2022 (with such date, as finally determined, referred to herein as the “Retirement Date”). In connection therewith, the parties entered into that certain Retirement Agreement of even date herewith (the “Retirement Agreement”) to set forth the terms and conditions of the Consultant’s proposed retirement; and

WHEREAS, as the Company’s founder, longest tenured member of its board of directors and longstanding service as an executive officer of the Company, the Consultant is uniquely qualified to provide meaningful consulting services to the Company for the benefit of it and its affiliates. In order to ensure the orderly succession planning and resolution of various matters on which Consultant was handling, overseeing or otherwise generally responsible for in connection with his prior role as Executive Chairman, and, upon request, to provide advice, counsel and guidance to the Company’s CEO, the Company desires to retain Consultant to provide certain Services as an independent contractor as further set forth herein; and

WHEREAS, Consultant is willing to perform the Services for Company upon the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    Services. Consultant agrees to provide, as requested by Company, the services specified in the Work Order attached hereto as Schedule A (the “Work Order”). Such services are referred to herein as the “Services”. Any subsequent Work Order, if any, when signed by the parties, shall become a part, and subject to the terms, of this Agreement. Notwithstanding anything to the contrary in this Agreement, it is expressly understood and agreed that the time commitment of the Consultant in providing the Services shall take into consideration Consultant’s other outside business and personal commitments.

2.    Effective Date & Term.

a.    Notwithstanding anything to the contrary herein, this Agreement is expressly conditioned upon the Consultant entering into the Retirement Agreement and shall only become effective upon the Retirement Date. If Consultant declines to execute the Retirement Agreement, this Agreement shall be void ab initio and no party will have any obligation to the other hereunder.

b.    This Agreement shall remain in full force and effect from the Retirement Date through the earlier of (i) May 12, 2024; (ii) the Consultant’s death or Disability (as defined below); or (iii) the Company’s termination of the Agreement pursuant to Section 5 below (with such applicable period referred to herein as the “Term”). After the end of the Term, this Agreement may be extended at the Company’s election (by providing written notice to the Consultant not later than fifteen (15) days after the end of the Term) for up to six (6) additional successive one (1) month periods.

3.    Consultant Compensation. As full compensation for the Services to be provided by Consultant during the Term pursuant to this Agreement (including the Work Order and any subsequent Work Orders), Company agrees to pay Consultant an annualized amount of $348,255.00 per year, payable in equal monthly installments on the first business day of each month during the Term hereof; provided

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that the first payment shall be made on the first business day following the date that is the later of (i) the date six-months and one day after the Retirement Date or (ii) January 31, 2023, pursuant to Section 9.a. below. In the event the Company elects to extend the Term of this Agreement in accordance with Section 2.b. above, the Company agrees to pay the Consultant the sum of $29,021.25 for each additional one (1) month period that this Agreement is extended by the Company, as applicable.

4.    Independent Contractor Relationship. Company and Consultant acknowledge and agree that during the Term of this Agreement, Consultant is an independent contractor and not a servant or employee of Company. Nothing set forth in this Agreement shall be construed as creating a joint venture, partnership or similar association between Consultant and Company, or as imposing upon either party to this Agreement any partnership or similar duty or obligation or liability to the other party or to any third party. Consultant shall have no rights to receive any benefits from Company, such as health and accident insurance, sick leave or vacation, which are accorded to employees of Company.

During the Term of this Agreement, Consultant is free to and may provide services to any other individual or entity so long as such services do not interfere with (i) the Consultant’s service as a member of the Company’s board of directors or (ii) the performance of the Services to be provided by the Consultant pursuant to this Agreement, and such individual or entity does not directly or indirectly compete with Company (including its affiliated entities) and is not presently adverse to the Company.

Consultant shall be solely responsible for satisfying all federal, state and local taxes, including, but not limited to, wage withholding, social security deductions and other applicable income tax and/or self-employment taxes and payroll deductions, associated with any compensation he receives from Company pursuant to this Agreement. Consultant shall have no right to receive any benefits from Company not provided for herein; provided, however, nothing in this Agreement shall impact, reduce or otherwise change any compensation or benefits to which the Consultant shall be entitled to receive arising out of his continued service as a member of the board of directors of each of the Company and Parent Entity.

Consultant further agrees to indemnify and hold harmless Company from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental agency against Company for any amounts claimed due on account of this Agreement or pursuant to claims made under any applicable tax laws and any costs, expenses or damages sustained by Company by reason of such claims, including, but not limited to, any amounts paid by Company as taxes, attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise for Consultant’s share of any applicable tax.

5.    Termination by Company.

a.    In the event of the Consultant’s material breach of this Agreement, the Company may terminate the Term if the Consultant has not cured such breach within fifteen (15) days after the Company provides written notice to the Consultant detailing such breach, and upon such termination the Company shall have no further obligations under this Agreement.

b.    In the event the Company terminates the Term prior to May 12, 2024, other than as a result of (i) a material breach of this Agreement by the Consultant (which remains uncured following the notice and cure period specified in Section 5.a. above); or (ii) the Consultant’s death or Disability, the Company shall continue to pay the amounts due pursuant to Section 3 through May 12, 2024.

6.    Representations, Warranties and Covenants of Consultant.

a.    Consultant represents, warrants and covenants to Company that (i) during Company’s retention of the Consultant, he will not disclose to Company, or use, or induce Company to use, any confidential, proprietary or trade secret information of others; (ii) no confidential, proprietary and trade secret information belonging to third parties, if any, has been or will be used in connection with rendering any of the Services hereunder; (iii) the performance of the terms of this Agreement will not breach any agreement to keep information or materials in

confidence or in trust prior to being retained by Company; and (iv) Consultant has not entered into, and agrees not to enter into, any oral or written agreement in conflict herewith.

b.    Consultant covenants to the Company that during the Company’s retention of the Consultant (i) he agrees to continue to be bound by the Company’s Code of Business Conduct and Ethics as currently in effect and as the same may be amended, revised, supplemented or replaced from time to time; and (ii) he will not, directly or indirectly recruit, solicit or induce, or attempt to induce, any employee, consultant or vendor of the Company or its affiliates to terminate employment or any other relationship with the Company or its affiliates, as the case may be.

7.    Confidential Information.

a.    Definition. The term “Confidential Information” means any information, knowledge or know-how in, or pertaining to any field of business, science, engineering or technology, which information, knowledge or know-how is in the possession of Company, is treated by Company as confidential or proprietary, and is not, at the time in question, lawfully in the public domain. Confidential Information includes, not by way of limitation, financial information, budgets and plans, marketing strategies and plans, techniques, advertising or customer information, processes, promotional ideas, technical data and plans, engineering plans and designs, software code and documentation, trade secrets, devices, or materials with respect to any secret, confidential or sensitive research or business plans, services, products or production methods of Company, operational methods, and proprietary property of any nature relating to the business and operations of Company learned or developed by or shared with Consultant at any time during the Term of this Agreement. Confidential Information does not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Consultant, (ii) was rightfully within Consultant’s possession prior to its being furnished by or on behalf of Company pursuant hereto, (iii) becomes available to the Consultant on a nonconfidential basis from a source other than Company, or (iv) is developed independently by the Consultant.

b.    Use of Confidential Information. During the Term of this Agreement and thereafter, Consultant shall hold all Confidential Information in confidence and will use such information only for the purpose of fulfilling his obligations hereunder and for no other purpose, and shall not disclose, provide, disseminate or otherwise make available any Confidential Information to any third party without the express prior written permission of the Company.

c.    Third-Party Information. Consultant recognizes that Company may receive from third parties their confidential or proprietary information subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes Company and such third parties, during the Term of this Agreement and thereafter, a duty to hold all such confidential and proprietary information in the strictest confidence and not to disclose it to any person, firm, corporation or entity (except as necessary in carrying out work contemplated in this Agreement in a manner consistent with Company’s agreement with such third party) or to use it for the benefit of anyone other than for Company or such third party (consistent with Company’s agreement with such third party) without the express prior written authorization of the Company.

8.    Ownership. Unless otherwise specified in a Work Order, all work performed under any Work Order, and all materials developed or prepared for Company by Consultant under such Work Order (whether or not such Work Order is completed) (the “Creations”), are Confidential Information, deemed “works for hire” and the property of Company, and all right, title and interest (throughout the United States and in all foreign countries) therein shall vest in Company. To the extent that title to any such works may not, by operation of law, vest in Company or such Creations may not be considered works made for hire, all right, title and interest therein are hereby irrevocably assigned to Company. All such Creations shall belong exclusively to Company, with Company having the right to obtain and to hold in its own name all copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Consultant agrees to give Company and any person designated by Company any reasonable assistance, at the cost and expense of Company, to perfect the

rights defined in this Section 8. Consultant further waives any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations as Consultant may have under any applicable law.

9.    Section 409A.

a.    Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until and unless Consultant has a “separation from service” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder, as each may be amended from time to time (together, “Section 409A”). The parties acknowledge that they believe that Consultant will have such a “separation from service” on the Retirement Date. Any benefits payable pursuant to this Agreement following a “separation from service” that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) and are otherwise due to Consultant on or within the six-month period following Employee’s “separation from service” will accrue during such six-month period and will instead become payable in a lump sum payment on the later of (i) the date six-months and one day following the date of Employee’s “separation from service” or (ii) January 31, 2023. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything herein to the contrary, if Consultant dies following his “separation from service” but prior to the six-month anniversary of the date of his “separation from service,” then any Deferred Compensation Separation Benefits delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Consultant’s death, but not later than ninety (90) days after the date of Consultant’s death, and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

b.    To the extent that any payments or benefits hereunder which provide for reimbursements of expenses would be considered deferred compensation under Section 409A, such payments shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred, and the amount of reimbursable expenses available during a calendar year may not affect the amount of reimbursable expenses or in-kind benefits available in any other calendar year.

c.    It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

10.    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors, heirs and permitted assigns. This Agreement is personal to the Consultant and neither this Agreement nor any rights hereunder may be assigned by the Consultant. No rights, obligations or duties of the Company under this Agreement may be assigned or transferred by the Company, except that such rights, obligations or duties may be assigned and transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or pursuant to a sale of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company contained in this Agreement, whether contractually or as a matter of operation of law.

11.    Choice of Law. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Oklahoma.

12.    Dispute Resolution. Each party agrees to submit any dispute arising under this Agreement to final and binding arbitration before a single arbitrator mutually agreed upon by the parties.

Such arbitration shall be conducted in Tulsa, Oklahoma or such other location as may be mutually agreed upon by the parties.

13.    Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality or unenforceability shall in no event affect, prejudice or disturb the validity of the remainder of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.

14.    Survival; Parties Bound. All covenants, representations, obligations, warranties and agreements of the parties shall be binding upon their respective successors and permitted assigns.

15.    No Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or other provision hereof.

16.    Entire Agreement/Amendment. The parties specifically acknowledge that in entering into and executing this Agreement, the parties are relying solely upon the representations and agreements contained in this Agreement (and the Retirement Agreement) and no others. All prior representations or agreements (other than the Retirement Agreement, which is expressly incorporated herein), whether written or verbal, not expressly incorporated herein are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties.

17.    Notice. Any notice to either party to this Agreement shall be in writing and shall be deemed to be sufficiently given, for all purposes, if the same shall be personally delivered to such party or sent to such party by registered mail, postage prepaid, at (in the case of the Company) 2425 South Yukon Avenue, Tulsa, Oklahoma 74107, Attention: Rebecca Thompson, and (in the case of the Consultant) his principal residence address as reflected in the Company’s records as of the date of this Agreement. Either party may change the address to which notices are to be sent to such party by providing written notice of such new address to the other party hereto. Notices shall be deemed given when received if delivered personally or three (3) days after mailing in accordance with this Section.

18.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of copies of an executed document (including by electronic PDF or similar files, DocuSign or other e-signature method) shall be deemed a valid delivery of an executed Agreement.

[Signatures on following page(s)]

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

COMPANY:

AAON, Inc.

By:    /s/ Gary D. Fields

Gary D. Fields, CEO and President

CONSULTANT:

/s/ Norman H. Asbjornson

Norman H. Asbjornson, individually

[Signature Page]

SCHEDULE A

WORK ORDER

[OMITTED]

[Schedule A]

Document

Exhibit 99.1

AAON ANNOUNCES EXECUTIVE LEADERSHIP TRANSITION

AAON Executive Chairman, Norman H. Asbjornson, retiring after nearly 34 years of service

Mr. Asbjornson to remain a member of the AAON Board of Directors

TULSA, OK, April 22, 2022 – AAON, Inc. (NASDAQ-AAON) announced today that Norman H. Asbjornson, Director, Executive Chairman and Founder of AAON, Inc. (the “Company”), intends to retire from his position of Executive Chairman effective May 12, 2022, and will continue to serve as a member of the Company’s Board of Directors. In addition, Mr. Asbjornson will continue to assist the Company in a consulting and advisory role until May 2024.

Mr. Asbjornson said, “It has been an extraordinary privilege to be an employee of this remarkable company for nearly 34 years, and an even greater privilege to serve alongside all of the dedicated team members who have elevated AAON to its current position as an industry leader. I am truly humbled by all that AAON has achieved to date, and remain as confident as ever that our best days are yet to come.”

Gary Fields, AAON CEO and President, commented, “Today’s announcement marks a significant milestone for Norm and AAON, and is the culmination of long-term succession planning efforts. We are well positioned to continue to execute on our strategic objectives and consider ourselves fortunate to be able to continue to pull from Norm’s wealth of experience and company knowledge. On behalf of all AAON team members, please join me in congratulating Norm on his very well-deserved retirement.”

Mr. Asbjornson concluded, “I look forward to my continued involvement with AAON as a member of the Board of Directors and through a consulting and advisory role. I have complete confidence that AAON will continue to innovate and thrive under the leadership team headed by Gary.”

About AAON

AAON, Inc. engaged in the engineering, manufacturing, marketing, and sale of premium air conditioning and heating equipment consisting of standard, semi-custom, and custom rooftop units, data center cooling solutions, cleanroom systems, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers. For more information, please visit www.AAON.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which

speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events.

Contact Information

Joseph Mondillo

Director of Investor Relations

Phone (617) 877-6346

Email: joseph.mondillo@aaon.com