Incentive Plan. The definition of Incentive Plan in the Agreement is hereby amended by changing the reference of “[[Organization A:Organization]]” and “the Corporation” in such definition to “[[Organization A:Organization]] Holding Company, Inc.” and “Holding or the Corporation,” respectively.

Annual Incentive Plan. In addition to CEO's base Annual Salary, if CEO is employed by USPB on the last day of any employment year (except as otherwise provided in this Agreement), CEO shall be paid an annual incentive compensation, ("Annual Incentive") equal to seventy-five one hundredths of a percent (0.75%) of the sum of the total financial benefits to USPB ("USPB Total Benefits") that exceed $25,000,000. USPB Total Benefits are: # audited fiscal year-end USPB earnings before tax; and # the USPB grid premiums which is the net sum of all USPB unitholder and associate grid premiums and discounts calculated through all USPB grids at all plants, taking into account all calculators including, but not limited to, base price, dressing percent, quality grade, outlier cattle, A/V, Natural, per head category premiums, and other specific categories, less the base price calculator excluding any set base price premium. (Example, if 25 cents per cwt. is paid to a unitholder or associate for one head of cattle over the western Kansas reported USDA average, then 25 cents per cwt. times the weight of the head of cattle would be added to the net grid premium.) This calculation shall be based on the actual cattle delivered by USPB unitholders and associates to National Beef Packing Company, LLC or its successor under the Cattle Purchase and Sale Agreement. In no event shall the non-delivery penalties paid by members be included in the net sum of all USPB member grid premiums under [clause (2) above]. The Annual Incentive is subject to the following:

Incentive Equity Plan. Prior to the Closing Date, BRPA shall cause to be adopted an equity incentive plan (the “BRPA Plan”), the proposed form and terms of which shall be prepared and delivered by the Company and which shall be reasonably acceptable to BRPA. The BRPA Plan shall provide for the reservation by BRPA for the issuance pursuant to the BRPA Plan of a number of shares of BRPA Common Stock as mutually agreed by BRPA and the Company and set forth on [Schedule 5.15] of the BRPA Schedules. BRPA shall file with the

Performance Incentive Plan. You will be eligible for a discretionary bonus tied to the Bank making a profit and meeting annual bank and individual goals.

Equity Incentive Plan The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby incorporated into this Agreement This Agreement is subject to and in all respects limited and conditioned as provided in the Plan including, but not limited to, any provisions relating to the retroactive amendment of Award Agreements All defined terms of the Plan have the same meaning when used in this Agreement The Plan governs this Award and, subject only to [clause (d)] below (Construction), in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan governs, except as the Plan otherwise provides

On the Effective Date, the Reorganized Debtors shall adopt and implement the Management Incentive Plan. Confirmation shall be deemed approval of the Management Incentive Plan, without any further action or approval required by the Bankruptcy Court.

Incentive Plan Rights. As of your termination date, # your Options and related Stock Appreciation Rights awarded under the Amended and Restated 2003 Stock Plan (the “2003 Stock Plan”) or its replacement will become fully vested and payable as provided in this Plan; # the Restricted Period will end for your Restricted Shares awarded under the 2003 Stock Plan; # your Deferred Share Units (also referred to as "Restricted Stock Units") awarded under the 2003 Stock Plan will become fully vested and payable; # you will become entitled to payment at Target for all Performance Shares or Performance Units awarded under the 2003 Stock Plan; and # you will become entitled, under the Amended and Restated 2010 Profit Sharing Incentive Bonus Plan or its replacement (the “Incentive Bonus Plan”), to receive any bonus payments due for the fiscal year immediately preceding the Termination Date and a prorated share of bonus payments for the fiscal year in which the Termination Date occurs. As soon as practicable following the Termination Date and signing of Release Agreement without revoking, the Company will make a single payment to you equal to the aggregate Value of all benefits under the plans identified in this [subsection (1)], in the form of cash, Shares, or a combination of cash and Shares, as determined by the Compensation Committee of the Board of Directors, or its designee, in its sole discretion. That single payment will constitute payment in full and complete satisfaction of your rights and benefits under all of your award agreements and the applicable plans.

Current Incentive Plan. Nothing contained herein shall reduce in any way payments to which the Executive may be entitled under annual bonus plans and/or long-term incentive plans sponsored by the Company or its subsidiaries.

Annual Cash Incentive Plan. Loggenberg shall be entitled to participate in the annual cash incentive plan adopted by the [[Organization B:Organization]] for the benefit of officers and/or regular employees. The target Bonus for Loggenberg will be initially set at 60% for purposes of the calculation with the Maximum Bonus as % of Base Salary being set at 120% of Base Salary.

Annual Incentive Bonus Plan. With respect to each year during Executive’s employment hereunder, Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) pursuant to the terms of the ​ 2014 Annual Incentive Compensation Plan or any successor plan thereto, as it may be amended from time to time (the “Annual Incentive Plan”). Executive’s target incentive opportunity under the Annual Incentive Plan shall be 80% of Base Salary (as at the beginning of the applicable performance period). Executive has been determined by the Committee (as defined in the Annual Incentive Plan) to be a Participant (as defined in the Annual Incentive Plan) under the Annual Incentive Plan, and Executive’s Performance Goals (as defined in the Annual Incentive Plan) shall be determined by the Committee (as defined in the Annual Incentive Plan) in accordance with Section 5 of the Annual Incentive Plan (or the corresponding section of any successor plan). The Annual Bonus for a year (if any) shall be paid to Executive in accordance with Section 6 of the Annual Incentive Plan (or the corresponding section of any successor plan).