Noncompetition Compensation. In the event that CEO's employment is terminated (including by expiration of this Agreement), other than by death or permanent disability under [Section 4(a)] [Permanent Disability] or death under [Section 4(b)] [Death] or for cause under [Sections 4(c)(4)] [Felony or Serious Crime] or 4(c)(5) [Fraud, Embezzlement], and CEO is not employed by USPB, then USPB shall provide noncompetition compensation for: # each of the twelve (12) months first following the termination of employment of CEO with USPB ("USPB Noncompetition Payments"), provided USPB may terminate the USPB Noncompetition Payments prior to the end of the twelve month period if the Board of Directors determines the CEO violated the noncompetition restriction in [Section 6(a)] or any of the remaining obligations under [Section 6]. The period in which noncompetition compensation is provided, from start to expiration or earlier termination for the USPB Noncompetition Payments, is the "Noncompetition Period." Noncompetition compensation shall be paid during the Noncompetition Period as follows:

Noncompetition. Executive hereby agrees that for the duration of Executive’s employment with ​ and for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity, employee or otherwise, within the Restricted Territory:

Noncompetition. CEO recognizes and acknowledges that he has knowledge of USPB and its affiliates (including National Beef Packing Company, LLC and entities owned or controlled by National Beef Packing Company, LLC and its affiliates), their operations, strategies and plans (collectively the "Affiliates") which was acquired during his employment with USPB. During the Term and for a period of twelve (12) months after the termination of the CEO's employment with USPB, CEO shall not, without the written consent of USPB, within the United States of America, participate through management or control or consult or be employed by any business or enterprise, other than USPB and its Affiliates, which is engaged in the beef packing or processing industry that involves any business activity that competes with the business of USPB and its Affiliates.

Executive hereby agrees that for the duration of Executive’s employment with ​, and for a period of 24 months thereafter (the “Restrictive Period”), Executive will NOT, either individually or through or by any agent, representative, entity, employee or otherwise, within the Restricted Territory, do any of the following:

Noncompetition. The Executive shall not during the applicable Restriction Period take any of the following actions other than as an employee of the Company, except that the Executive may seek the prior written approval of the Company’s Board of Director’s to allow such actions:

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition of the Executive’s promotion by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from # acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or # working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this [Section 7(c)] shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by ​e, is laid off from employment or if the Company elects to waive the restrictions set forth in this [Section 7(c)]. If [Section 7(c)] is enforced during the post- employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this [Section 7(c)]. In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this [Section 7(c)] shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges that he has been advised by the Company that he has the right to consult with counsel regarding the noncompetition restrictions contained in this [Section 7(c)] prior to executing this Agreement.

payment of the noncompetition compensation under [Section 5(d)].

NONCOMPETITION COVENANT. For purposes of this paragraph, the term “Restricted Area” shall mean Florida, Minnesota, New Mexico, Illinois, Louisiana, North Carolina, Saskatchewan, Canada, Brazil, Saudi Arabia, China, India, Paraguay and Peru, as well as any other states or countries where ​ currently has, or may during the Employee’s term of employment hereafter expand its, operations. Activities that are competitive to ​ include, but are not limited to, any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which ​ is engaged or preparing to engage as of the date of Employee’s termination.

Executive acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders Executive special and unique within the Company’s industry. In consideration of Executive’s continued employment, any payment(s) by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to [Sections 3 and 4]4] hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during Executive’s employment with the Company and for twelve (12) months following termination of Executive’s employment (the “Covered Time”), Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), provided that the provisions of this [Section 5(b)] will not be deemed breached solely because Executive passively owns, without Executive’s active involvement, less than five percent (5%) of the outstanding common stock of a publicly-traded company.

During the term of Employee’s employment, Employer agrees to provide, and to continue to provide Employee, on a daily, weekly, monthly and continual basis, access to, and the use of, its “Confidential Information and Trade Secrets” concerning A.M. Castle’s Business, and Employer’s employees, Customers and Customer Representatives, Suppliers and Supplier Representatives and Employer’s transactional histories with all of them, as well as information about the logistics, details, revenues and expenses of A.M. Castle’s Business, in order to allow Employee to perform Employee’s duties under this Agreement, and to develop or continue to solidify relationships with Customers, Customer Representatives, Suppliers and Supplier Representatives. Employee acknowledges that new and additional Confidential Information and Trade Secrets regarding each of these matters is developed by Employer as a part of its continuing operations, and Employer hereby agrees to provide Employee access to and use of all such new, additional and continuing Confidential Information and Trade Secrets, and Employee acknowledges that access to such new, additional and continuing Confidential Information and Trade Secrets is essential for Employee to be able to perform, and to continue to perform, Employee’s duties under this Agreement. In addition, Employer agrees to provide, and to continue to provide, training, education, direction and development to Employee with respect to all of Employer’s business methods, processes, procedures, software and information, including newly developed and newly discovered