Termination of Noncompetition Restrictions. If the Executive terminates his employment with NWL for a reason described in Section 3(a)(2) above during the first year following the Change in Control, or if NWL terminates the Executive’s employment other than for a reason described in Section 3(b) above during such first year, then, effective as of the termination date, the Executive shall cease to be subject to the terms of any noncompetition agreement with NWL previously entered into. If the event described above occurs during the second year following the Change in Control, then, effective as of the termination date, the Executive shall be subject to the terms of any noncompetition agreement with NWL previously entered into for one year thereafter. If the event described above occurs during the third year following the Change in Control, then, effective as of the termination date, the Executive shall be subject to the terms of any noncompetition agreement with NWL previously entered into for two years thereafter.

SECTION #TERMINATION OF NONCOMPETITION RESTRICTIONS; NONDISCLOSURE.

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 twenty-four (24) months thereafter (the “Restrictive Period”), Executive will NOT, within the Restricted Territory, do any of the following:

Noncompetition. During Employee’s employment with the Company and for a period of one year following the termination of her employment for any reason, whether voluntary or involuntary, Employee agrees that she will not, anywhere in the United States (which Employee acknowledges to be Employer’s trade area), directly or indirectly, on behalf of herself or another individual or entity, own, manage, operate, control, be employed by, consult for, participate in, or provide services to any business, entity or person that is in competition with Employer or sells or provides products or services that are the same as or similar to, or compete with, products or services offered by Employer at the time.

Noncompetition. During the Retention Period Employee will not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in direct competition with ​ in any market in any line of business engaged in by ​ during the Retention Period.

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:

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 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.

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 [[Organization A:Organization]] currently has, or may during the Employee’s term of employment hereafter expand its, operations. Activities that are competitive to [[Organization A:Organization]] 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 [[Organization A:Organization]] is engaged or preparing to engage as of the date of Employee’s termination.