Termination By USPB Other Than For Cause, Death, Or Disability. If the circumstances set forth above in [Sections 4(a)], [Permanent Disability] 4(b) [Death] have not occurred and CEO has not been terminated under [Section 4(c), USPB]B] may terminate CEO's employment for any reason or no reason and with or without cause upon thirty (30) days prior written notice to CEO.

Termination for Reasons Other Than Cause, Death or Disability. If the Participant’s Continuous Service is terminated for any reason other than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of # the date that is three months following the termination of the Participant’s Continuous Service or # the Expiration Date.

Termination Other Than Death, Disability or Retirement. If a Participant’s employment with the Company or a Participating Subsidiary terminates for any reason other than death, Disability or Retirement (as described in Sections 9.2 and 9.3 below) prior to a Purchase Date, the Participant will cease to participate in the Plan and the Company will refund to the Participant the balance in the Participant’s Account.

Termination Other Than for Cause. If the Participant’s Business Relationship with [[Organization A:Organization]] is terminated, other than by reason of death or disability as defined in Section 5 or termination for Cause as defined in Section 4(c), no further installments of this option shall become exercisable, and this option may no longer be exercised after the passage of 90 days after such termination, but in no event later than the scheduled expiration date. For purposes hereof, the Business Relationship shall not be considered as having terminated during any leave of absence if such leave of absence has been approved in writing by [[Organization A:Organization]] and if such written approval contractually obligates [[Organization A:Organization]] to continue the Business Relationship of the Participant after the approved period of absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in [[Organization A:Organization]]’s written approval of the leave of absence. For purposes hereof, Business Relationship shall include a consulting arrangement between the Participant and [[Organization A:Organization]] that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by [[Organization A:Organization]] that specifically refers to this option. This option shall not be affected by any change of employment or other Business Relationship within or among [[Organization A:Organization]] and its Subsidiaries so long as the Participant continuously remains in a Business Relationship with [[Organization A:Organization]] or any Subsidiary.

Termination of Employment: Upon death, Disability or involuntary termination other than for Cause, Career Shares become fully vested.

Employee may terminate his employment hereunder for any reason whatsoever other than “good reason” upon giving at least thirty (30) days’ prior written notice. In addition, Employee shall have the right to terminate his employment hereunder at any time for “good reason.” As used herein, “good reason” means the occurrence of any of the following: # the relocation of Employee’s office to a location outside the State of Illinois or more than fifty (50) miles from its present location, # Employee no longer holds the principal executive office held by Employee on the Effective Date, # a change in reporting structure of Employer where Employee is required to report to someone other than the Board or the Chief Executive Officer, # any action or inaction that constitutes a material breach by Employer of this Agreement (other than with respect to any provision of this Agreement covered by any of [clauses (1) through (3)] of this definition of “good reason”), or # any Change in Control in connection with which # this Agreement is not assumed or continued by any purchaser, acquirer, controlling person or successor to Employer (an “Acquiror”) and # Employee is not offered employment by such Acquiror for the same or a substantially similar executive position and with the same or substantially similar compensation and other benefit opportunities in the aggregate, in each case as enjoyed by Employee immediately before the Change in Control (provided, however, that # if Employee receives gross aggregate proceeds (whether in cash or property) in excess of two million dollars ($2,000,000) as a result of such Change in Control in respect of options, rights or awards under any of Employer’s incentive compensation plans (including shares held following the exercise of any option), with the value of the non-cash portion, if any, of such proceeds being determined in good faith by the Board at fair market value as of the date of such Change in Control, the determination of whether Employee is offered “substantially similar compensation and other benefits opportunities” shall be made without regard to equity-based compensation opportunities, and # if clause (i) does not apply, equity-based compensation opportunities offered by such Acquiror shall be deemed to be “substantially similar” to the equity-based compensation opportunities enjoyed by Employee immediately before the Change in Control if such equity-based compensation opportunities offered by Acquiror are on market-appropriate terms for a company of Employer’s size and industry). Notwithstanding the foregoing, Employee will not have “good reason” to terminate his employment unless # he provides the Board with a written notice detailing the specific circumstances alleged to constitute “good reason” within ninety (90) days after Employee first learns (or should have learned) of the first occurrence of such circumstances, # Employer is given a period of thirty (30) days following receipt of such written notice to cure the applicable “good reason” condition, if susceptible to cure, and

Issuance Other Than Upon Death and Disability. As soon as administratively practicable following the completion of the vesting schedule in Section 2(a), the Company shall cause to be issued, for vested RSUs, Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, evidencing such vested whole Shares (less any Shares withheld to pay withholding taxes). The value of any fractional Shares shall be paid in cash at the same time.

Termination for Cause, Disability or Death. During the term of this Agreement, the Company shall be entitled to terminate the Employee's employment at any time upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee. For purposes of this Agreement, "Disability" shall mean a physical or mental sickness or any injury which renders the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in section 3 above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this

Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.

Termination without Cause or Constructive Termination without Cause. In the event the company terminates the executive’s employment without cause, other than due to disability or death, or in the event there is a constructive termination without cause, the executive shall be entitled to:

if the Participant’s Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service;