Claims After Termination of Employment. If CEO is no longer employed by USPB and existing or new claims are made against USPB Entities or the CEO, the CEO shall be paid (at a daily rate equal to CEO's Base Salary at the time of termination, including expiration of employment, divided by 260) for all time spent as a witness, for depositions, and similar pre-approved claim-related expenses to defend against an indemnified claim. The USPB Entities shall promptly make information of USPB Entities available to CEO to defend the claims which may impose liability on CEO.

After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of the Company and its respective affiliates as a result of his employment. The parties further acknowledge that the scope of business in which the Company and its respective affiliates are engaged as of the Effective Date is international and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure the Company and its respective affiliates. Accordingly, for a period of one year after Employee's employment terminates for any reason whatsoever with the Company, Employee agrees: # not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that competes with the Company or its affiliates in their principal products and markets, that is a reasonably anticipated extension of the Company’s or its affiliates in their principal products and markets, or that is engaged in the research or development of a product that will compete with the Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate.

In the event this Agreement is terminated for any reason whatsoever (including without cause), the Distributor shall remain liable to pay for all Products delivered to the Distributor prior to the date of termination. The Distributor shall discontinue all marketing activities with regard to the Products from and after the day following the expiration or termination of this Agreement. Any exceptions hereto (i.e. sales of then remaining inventory to customers of the Distributor in the Territory) are subject to the express prior written approval of the Manufacturer, as set forth below.

CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

Exercise of Option After Termination of Employment. Except as otherwise provided in the Plan, if the Optionholder’s employment with # the Company, # an Affiliate, or # a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason other than by disability (within the meaning of [section 22] (e)(3) of the Code) or death, the Optionholder may exercise the rights which were available to the Optionholder at the time of such termination only within three months from the date of termination. If Optionholder’s employment is terminated as a result of disability, such rights may be exercised within twelve months from the date of termination. Upon the death of Optionholder, his or her Designated Beneficiary shall have the right, at any time within twelve months after the date of death, to exercise in whole or in part any rights that were available to the Optionholder at the time of death. Notwithstanding the foregoing, no rights under this Option may be exercised after the Expiration Date.

Employment Termination. The Parties acknowledge and agree that Employee’s employment with the ​ terminated on the Termination Date. Following the Termination Date, Employee shall not be, or represent that Employee is, an employee, agent, or representative of the ​. Without limiting the foregoing, the Parties agree to deem the termination to be a termination without “Cause” (as defined in the Employment Agreement) and Employee will no longer be an officer of the ​ or any of its affiliates.

Death After the End of Employment. In the event of your death while you are entitled to receive compensation or benefits under paragraphs 11 or 15, in lieu of such payments your designated beneficiary (or, if there is no such beneficiary, your estate) shall receive, to the extent not previously paid to you, # continuation of Salary pursuant to the applicable paragraph through the date of death; # if you were entitled to receive compensation or benefits under paragraph 11, for the year in which death occurs, any Bonus or Pro-Rated Bonus, as applicable, for the year in which death occurs, payable under such paragraph, calculated in accordance with paragraph 19(e)(iii); and # any Accrued Compensation and Benefits. In no event shall a distribution be made pursuant to [clauses [(i) and (iii)])]])] in the preceding sentence later than the 60th day following your death and a distribution pursuant to [clause (ii)] in the preceding sentence shall be made at the same time and in the same manner as if you were still actively employed with the Company.

Termination of Employment. Upon death, Disability or Retirement, all unvested SARs become fully exercisable for their remaining term. Upon termination due to voluntary termination or involuntary termination without Cause, SARs may be exercised for three months following termination, but only to the extent vested at the time of termination. Upon involuntary termination with Cause, unexercised SARs are forfeited.

Termination of Employment. If Executive’s employment is terminated by the Corporation without Case within six (6) months prior to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in [Section 2]. For the purpose of this Agreement, “Cause” means # willful dishonesty involving the Corporation, excluding good faith expense account disputes, # conviction of or entering of a no contest plea to a felony or other crime involving material dishonesty or moral turpitude, # material failure or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # willful violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # Executive’s will violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of interest or similar policies or # illegal drug or substance abuse or addiction by Executive which is not protected by law.

If, at the time of a Participant’s Termination of Employment, the Participant is a party to an employment agreement with the Company or one of its Subsidiaries or is covered by a written severance arrangement for the benefit of Company employees, in either case that contains provisions different from those set forth in [Section 1.2(d)(2)] below, then such different provisions will control so long as they are in effect and applicable to the Participant at the time of the Participant’s Termination of Employment. Further, if any such written arrangement should provide for accelerated vesting of outstanding PSUs, then unless otherwise provided in the terms of such arrangement, such PSUs shall be deemed earned at the Target Award and settled as soon as administratively practicable following the Participant’s termination date (without requirement by the Committee to certify performance), but in no event later than March 15th of the calendar year following the Participant’s termination date. In the event that any such provision would cause the PSUs to be subject to the requirements of Section 409A, the vesting and settlement of the PSUs shall also comply with [Section 4.6] hereof.