Breach by Employee. In the event that Employee breaches this Agreement, the Released Parties may seek all remedies specifically identified in this Agreement or otherwise available at law and equity including, without limitation, specific performance of the Agreement. In the event that Employee breaches or repudiates this Agreement, Employee may be required, at the Company’s option, either to compensate the Company for all damages incurred as a result, or to return a sum of money representing the Separation Benefits, with the exception of one hundred dollars ($100.00), which amount shall constitute an irrevocable amount of consideration supporting this Agreement. This option of the Company, however, does not apply to any claims made by or on behalf of Employee under the federal Age Discrimination in Employment Act or the federal Older Workers’ Benefit Protection Act. In the case of any such claims under those statutes, the Company and other Released Parties may receive only those remedies specifically allowed under such statutes.

Breach of Covenants. If CEO breaches any of the covenants and agreements contained in this [Section 6], then, in addition to any other rights or remedies of USPB, USPB shall have at its option the following specific rights and remedies: # CEO’s right to any payments pursuant to [Section 5(d)] [Noncompetition Compensation] may be terminated by USPB; # USPB shall have the right to enforce any legal or equitable remedy (including injunctive relief) that may be available to USPB; and # USPB shall be entitled to relief as necessary to remedy any willful breach of the covenants and agreements under this Section that injures USPB or National Beef Packing Company, LLC or its affiliates.

Waiver of Breach. The failure at any time of a party to enforce any of the provisions of this Agreement or to require performance by the other party of any of the provisions of this Agreement will not be construed to be a waiver of those provisions or to affect either the validity of this Agreement or any part of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Termination for Breach. Either party may terminate this Agreement (including all Statements of Work) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.

Employee agrees that any notices that are required to be given under this Agreement shall be given in writing, sent by certified mail, return receipt requested, to the principal place of business of the Employer or mailing address of the Employee as set forth herein.

Acceleration Provisions. (i) In the event of the occurrence of a Change in Control in which the Stock Units are not continued or assumed (i.e., the Stock Units are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units that have not been cancelled or paid out shall become fully vested. The vested Stock Units shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event); provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder (“[Section 409A]”), and such payout will not result in additional taxes under Section 409A. Otherwise, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Payment Date for such Stock Units (but in no event later than 30 days after such events).

MISCELLANEOUS PROVISIONS. [[Organization A:Organization]] will:

The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Conflicting Provisions. This Section shall supersede any provisions in [Section 2.13 or 10.01]1] to the contrary.