Any Other Reason. If an Eligible Director has a Termination of Affiliation for any other reason including, but not limited to, failure to be reelected to the Board or voluntary resignation (including failure to run for reelection), then:

Any Other Reason. If the Grantee has a Termination of Employment for a reason other than those specified in [Sections 5(a)-(f)])] above, all unvested RSUs and Dividend Equivalents shall be immediately forfeited.

Any Other Reason. If the Optionee has a Termination of Employment for a reason other than those specified in [Sections 1(a)-(h)])] above, any Options vested on the date of the Optionee’s Termination of Employment may be exercised not later than the 90th day following the Optionee’s Termination of Employment (but not beyond the Expiration Date). All unvested Options shall be forfeited as of the date of Termination of Employment.

Termination for Any Reason. In the event Executive’s employment is terminated by the Company or by Executive (including due to Executive’s death or disability), Executive will be paid: # any earned but unpaid Base Salary, # except in the case of termination for Cause, the amount of any Actual Bonus earned and payable from a prior bonus period which remains unpaid by the Company as of the date of the termination of employment determined in good faith in accordance with customary practice, to be paid at the same time as bonuses are paid for that period to other eligible executives, provided that with respect to any such Actual Bonus amount payable upon a Qualifying Termination any # requirement of continued employment requirement for such bonus beyond the end of the performance period and # negative discretion by the bonus plan administrator shall be waived, # other unpaid and then-vested amounts, including any amount payable to Executive under the specific terms of any insurance and health and benefit plans in which Executive participates, unless otherwise specifically provided in this Agreement and # reimbursement for all reasonable and necessary expenses incurred by Executive in connection with Executive’s performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the “Accrued Compensation”).

Termination for Any Reason; Termination For Cause. Upon termination of Officer’s employment under this Agreement for any reason, the Company or one of its affiliates shall pay Officer: # unpaid salary earned through the date of termination; # for any vacation time earned but not used as of the date Officer’s employment terminates in accordance with Company policies as then in effect; # reimbursement, in accordance with the Company’s and its affiliates policies and procedures, for business expenses incurred by Officer but not yet paid to Officer as of the date Officer’s employment terminates; # except in the case of a termination by the Company and its affiliates for Cause, Officer’s annual bonus for any completed fiscal year to the extent not yet paid and earned; and # all other payments, benefits or fringe benefits to which Officer are entitled under the terms of the applicable arrangements and/or applicable law (all of the foregoing clauses # – # collectively, the “Accrued Obligations”). Furthermore, if the Officer’s employment is terminated for Cause, then the Awards (or portion thereof) which have been granted to the Officer pursuant to [Section 3(c)] and which are not vested or exercisable as of the date of such termination shall be automatically forfeited on such date.

Any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the ​ and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the ​ or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the ​ and the Administrative Agent to determine the withholding or deduction required to be made.

Good Reason. Notwithstanding any contrary provision of [Section 2(e)] of the Employment Agreement, “Good Reason” shall have the same meaning as under the Option Agreement.

Good Reason. In any case where Executive gives notice of “Good Reason” under the last sentence of [Section 20(i)] above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of his Notice of Termination.

Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

Cause and Good Reason. Unless otherwise defined in a written agreement between the Executive and the Company, for purposes of this Agreement the terms “Cause” and “Good Reason” shall have the following meanings:

Definition of “Good Reason”. As used herein, a “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: # relocation of Executive’s principal business location to a location more than fifty (50) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in the Executive’s Base Salary (other than as a result of a broad based reduction of salary similarly affecting other Company executives having comparable rank, authority and seniority); or # any material breach of this Agreement by the Company; provided that # Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this [Section 2(e)] within thirty (30) days of such ground occurring, # if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates Executive’s employment within sixty-five days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.

Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within

Resignation for Good Reason. The Executive can terminate his employment with the Company and the Period of Employment for Good Reason. “Good Reason” means the occurrence of any of the following by the Company without the Executive’s express written

Resignation Without Good Reason. The Executive shall be entitled to resign from the employment of the Company at any time during the Contract Period without Good Reason, but upon such resignation the Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by the Company, and shall not be entitled to any of the other benefits provided hereunder. No such resignation shall be effective unless in writing with thirty (30) days’ notice thereof.

Termination By CEO For Good Reason. CEO may terminate his employment immediately at any time for good reason (as hereinafter defined) upon written notice to USPB. For purposes of this Subsection, "good reason" shall mean the occurrence of any of the following:

Termination by Employee with Good Reason. Employee may terminate her employment under this Agreement for Good Reason; provided that # Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; # the Company has not cured the event giving rise to such notice within thirty (30) days of receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without Employee’s

Termination by Executive for Good Reason. Unless cured as provided below, the employment of Executive hereunder will terminate 30 days following the date on which Executive gives the Company notice of termination for Good Reason (as hereinafter defined), or such earlier date as may be determined by the Board. For purposes of this Agreement, "Good Reason" means, without Executive's consent: # a material diminution in the duties, authority, or responsibilities of Executive or a material breach of this Agreement by the Company; or # requiring Executive to relocate her principal place of employment to a location that is more than fifty (50) miles from the location of the Company's principal office in Fort Worth as of the Effective Date, provided that the Company fails to cure such material diminution, breach, or relocation within 30 days of receipt of a written notice from Executive of such Good Reason event (which notice will be provided by Executive to the Company within 90 days following the initial occurrence of such event).

Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations, the Payment in Lieu of Lost Future Benefits, if any, described in ​ to the extent the Executive is vested in his benefits under the Pension Plan, and the timely payment or provision of benefits pursuant to the last sentence of [Section 8(a)(4)] and [Section 8(a)(6)]. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits, if any, shall be paid to the Executive or his Beneficiary (within the meaning of the SERP), as the case may be, under the terms set forth in, and pursuant to the elections made under, the SERP.