Additional Requirements. The Change in Control Benefits and Severance Benefits are conditional upon # your past and continuing compliance with your obligations under your Confidential Information and Inventions Assignment Agreement; # your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your termination date; and # if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination date (or such other date as requested by the Board) (collectively, the “Additional Requirements”). The Change in Control Salary Continuation or Severance Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your termination date; provided, however, that no payments will be made prior to the 60th day following your Separation from Service. On the 60th day following your Separation from Service, the Company will pay you in a lump sum the applicable Salary Continuation and COBRA Benefits that you would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of the release, with the balance of the applicable Salary Continuation and COBRA Benefits being paid as originally scheduled. For the absence of doubt, in no circumstance will you be entitled to receive both the Change in Control Benefits and the Severance Benefits.

twelve (12) months of notice or the equivalent of twelve (12) months of base salary and benefits continuation as at that date, or any combination thereof, if termination of employment occurs during the first three years of employment measured from the Start Date; and

Date of Termination. “Date of Termination” means # if Employee’s employment is Terminated by the Employer for Cause or Terminated Without Cause, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, # if Employee’s employment is Terminated by Employee for Good Reason, the date of receipt of the Notice of Termination, # if Employee’s employment is Terminated by reason of death or Disability, the date of death of Employee or the Disability Effective Date, as the case may be, and # if Employee’s employment is terminated by Employee without Good Reason, the date specified in the Notice of Termination, which shall be at least 60 days after the Employer’s receipt of the Notice of Termination.

Date of Termination. The Participant’s “Date of Termination” shall be the earlier of the:

Date of Termination. “Date of Termination” shall mean: # if the Executive’s employment is terminated by his death, the date of his death; # if the Executive’s employment is terminated on account of disability under Section 4(b) or by the Company for Cause under Section 4(c), the date on which Notice of Termination is given; # if the Executive’s employment is terminated by the Company under Section 4(d), the date on which a Notice of Termination is given; # if the Executive’s employment is terminated by the Executive under Section 4(e) without Good Reason, 30 days after the date on which a Notice of Termination is given, and # if the Executive’s employment is terminated by the Executive under Section 4(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

Termination Date Amendment. Upon execution of this Agreement by the requisite Lenders under [Section 9.05] of the Existing Credit Agreement, with effect from and including the Extension Date, [Section 1.01] of the Existing Credit Agreement is amended by deleting the definition of "Termination Date" in its entirety and replacing it with the following:

Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans will continue following the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plans, as applicable (except for purposes of providing for shares of Common Stock under such awards to be added to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan pursuant to the share counting rules of this Plan).

Claims After Termination of Employment. If CEO is no longer employed by USPB and existing or new claims are made against USPB Entities or the CEO, the CEO shall be paid (at a daily rate equal to CEO’s Base Salary at the time of termination divided by 260) for all time spent as a witness, for depositions, and similar pre-approved claim-related expenses to defend against an indemnified claim. The USPB Entities shall promptly make information of USPB Entities available to CEO to defend the claims which may impose liability on CEO.

an amount equal to the product of # 24 multiplied by # the sum of # the monthly COBRA premium amount that would apply for continuation coverage of the Employee’s health, dental and vision benefits immediately following the Date of Termination (less the normal monthly amount that Employee paid for such benefits under the Corporation’s applicable benefit plans as of the Date of Termination), plus # the employer portion of the monthly premium for basic life and basic accidental death and dismemberment insurance in effect for the Employee as of the Date of Termination;

Salary Continuation. Employee shall continue to receive Employee's then current Base Salary for a period of twelve (12) months following Employee's termination of employment by the Company for reasons other than Cause. All such severance payments shall be paid in accordance with the Company's normal payroll practices. Such continuation of Employee's Base Salary shall be in lieu of any and all other benefits which Employee is entitled to receive on the date of Employee's termination of employment pursuant to any Company severance and benefit plans and practices or pursuant to other agreements with the Company. Employee shall not be entitled to pro-rated payment of an annual bonus.