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.

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

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:

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.

Incentive Compensation. In addition to amounts paid to Executive as salary and for other benefits, Executive will participate in Employer’s Executive Incentive Plan at a “partnership” rate of 20% of Base Salary for purposes of determining awards under the Plan. All amounts awarded are subject to the terms and conditions of the Plan.

Incentive Programs. The period (the “Extension Period”) beginning on the date when the termination of employment is effective and ending on the earlier of # the third-year anniversary of the date when the employment termination is effective, or # the date of the Executive’s death shall be counted as employment with NWL for purposes of vesting in each of the incentive awards heretofore or hereafter granted to the Executive, any contrary provisions of such awards or the applicable plan notwithstanding. The term “incentive award” shall include, without limitation, all awards with respect to equity or derivative securities of NWLGI, and all cash incentive awards. This Subsection shall not be construed to require NWLGI to grant any new awards to the Executive during the Extension Period. The parties understand and agree that the Extension Period also counts as employment with NWL for purposes of determining the expiration date of any incentive award granted and held by the Executive when employment terminates.

Incentive Award. If the participant's employment ceases on account of:

Stock Incentive. A recommendation will be submitted to the board of directors of the Company to grant you options to acquire 33,360 shares of common stock, with a strike price equal to the fair market value of the Company’s common stock on the day of the grant. The stock options will be subject to the terms of the Company’s Amended and Restated 2008 Stock Incentive Plan (the “Equity Plan”) and a stock option grant document. Vesting will occur over a four-year period with a one-year cliff (25% vested after 12 months with 2.083% vesting at the end of each month thereafter). Notwithstanding the foregoing, in the event that the Company closes a Series C financing transaction or there is a Sale Event (as defined in the Equity Plan), then the one-year cliff vesting shall not apply, and you shall vest monthly in your award starting on the first full month following your date of hire. In addition, upon a Sale Event you shall immediately accelerate in your vesting such that 50% of your then unvested shares shall accelerate and vest as of the Sale Event.

Incentive Compensation. Notwithstanding any provision of any annual cash bonus or annual cash incentive compensation plan of the Employer, the Company shall pay to the Executive, within five (5) days after the Executive’s Termination of Employment (or at such later date provided for in [Section 2.g]. hereof), a lump sum amount, in cash, equal to a pro rata portion to the date of Termination of Employment of the aggregate value of all annual cash bonus or annual cash incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the “target” with respect to such bonus or incentive compensation award had been attained; provided, however, that if the date of Termination of Employment occurs in the same uncompleted period under the plan as the Change of Control, the lump sum amount payable hereunder shall be reduced (but not below zero) by the amount payable under the plan in respect of such uncompleted period. The rights of the Executive in respect of all other incentive compensation awards shall be governed by the terms and conditions of the plans under which such awards were granted and the agreements evidencing such awards.

Deferral Incentive. Deferral Incentive means the incentive amount the Company will credit to an Eligible Employee’s Deferral Account pursuant to [Section 3.3(b)] based on the Eligible Employee’s Deferral Amount.

Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under ​’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific ​-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with ​ policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of ​’s fiscal year in which the MIP Award was earned.

Incentive Compensation. During the Term, the Executive shall be eligible to receive annual cash incentive compensation (“Annual Cash Incentive Compensation”) as determined by performance goals established by the Board of Directors of the Company, upon consultation with the Executive. The Executive’s maximum Annual Cash Incentive Compensation shall be 200 percent (200%) of the Base Salary. The Annual Cash Incentive Compensation for the initial year of Initial Term shall be pro-rated. If earned, Annual Cash Incentive Compensation for any calendar year will be payable within 75 days after the end of such year. Until the Company consummates its Initial (Alternative) Public Offering, the Company may substitute a portion of the Annual Cash Incentive Compensation amount with stock, depending upon cash needs of the Company.

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 90% of Base Salary (with Base Salary for the year on a prorated basis, considering the effective date of any changes during the year). 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).

“Management Incentive Plan” shall mean each of the ​ 2007 Management Incentive Plan, the ​ 2011 Stock Incentive Plan, the ​ 2015 Long-Term Incentive Plan and the ​ Annual Incentive Plan, and each other management incentive plan adopted by the board of directors, board of managers or similar body of any Borrower and designed to attract and retain management and employees of the Borrowers; provided, that such other plan is commercially reasonable given the market capitalization of the Borrowers and their Subsidiaries, taken as a whole.