AMERICAN EQUITY INVESTMENT LIFE HOLDING CO: Change of Directors or Principal Officers (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

At February 23, 2022 American Equity Investment Life Holding Company (the “Company”, and including its affiliates, “American Equity”) has disclosed the material terms of the new forms of performance restricted stock unit (RSU) grant agreement and RSU award under the American Equity Investment Life Holding Company Amended and Restated Equity Incentive Plan. Each of the forms is materially the same as its predecessor, except:

•In the event of termination of employment with a final separation agreement, the Company may, at its discretion, make a pro rata cash payment to the fellow. Cash payment will be determined by:

•the number of PSUs in the award (or, in the case of performance PSUs, the lesser of the target number of PSUs and the number of PSUs after adjusting the applicable performance factor);

• the lesser of the closing price of the common shares of the Company (the “closing price”) on the date of grant or the closing price on the day that the restrictions applicable to the RSUs expire (or, in the case of the RSUs of performance, the lesser of the grant date closing price or the closing price on the date on which the Company determines the performance factor ); and

• the number of anniversaries of the start of the performance period elapsed from the day following the beneficiary’s termination of employment.

• the scholarship holder will forfeit any payment related to the award if the scholarship holder:

• before receiving any payments under the award agreement, solicit American Equity employees, independent management organizations, or any customers or suppliers with whom the awardee has had contact during the previous 12 months, to end or reduce a relationship with American Equity; Where

• prior to the end of twelve (12) months following termination of employment with American Equity, agrees to provide the same or similar activities, skills, experience, or expertise that the fellow has performed for American Equity to any person (and its affiliates) identified by the Company as a competitor in its Compensation Discussion and Analysis within twelve (12) months of or prior to the termination of the U.S. Fellow’s employment.

At February 23, 2022 the Company has also disclosed the material terms of its long-term deferred cash incentive plan (the “Plan”). The plan awards are general unsecured obligations of the Company.

Under the plan, American Equity executives will receive annual bonuses of an initial amount determined by a percentage of the executive’s board-approved long-term incentive opportunity. administration of the company. Compensation and Talent Management Committee. Certain other American Equity employees will also receive bonuses under the plan, at the company’s discretion.

For each year’s grant, the Company will set a “target” and “maximum” return on investments in Private Assets in that year (which may be expressed as ranges). If the return for the first three (3) years of investment (the “Initial Period”) is below the Target, the Awards will generate no return for the Initial Period. If the return for the initial period is on target, the rewards will earn the same return as the private assets. If the performance for the initial period is above the target, the awards will earn a multiple of the performance (the “multiplier”): one and one-half (1 ½) for a performance above the target but below the maximum performance, two (2) for the maximum yield, and two and a half (2 ½) for the yield above the maximum. For the fourth (4th) year and each year thereafter, the rewards will earn the same return as the Private Assets multiplied by any multiplier determined by the Return on the Private Assets for the initial period (or no return if the Return on the Private Assets for that year is negative).

Each award will vest at the end of the Initial Term, and any performance after the Initial Term will vest annually to credit, in each case assuming continued employment with American Equity. Awards and earnings will also vest upon termination of employment in the following cases: with a final separation agreement, upon death, with disability benefits, or with at least five (5) years of service from American Equity and fifty (50) years or older. Awards and gains also vest upon a change of control of the Company. Otherwise, an award holder will forfeit any award and any unearned income upon termination of employment with American Equity.

Scholarship holders may elect payment of earned scholarships and earnings upon termination of employment or from a specific date, and in a lump sum or in up to fifteen (15) installments.

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