Executive’s Death or Disability. Executive’s employment shall terminate immediately upon Executive’s death. In the event the Company, in good faith, determines that Executive is unable to perform the functions of his position due to a Disability (as defined below), it may notify Executive in writing of its intention to terminate Executive’s employment and Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment that renders Executive unable to perform the essential functions of his position # for a continuous period of ninety (90) days, not including any vacation days, holidays or sick days, # for a cumulative period of ninety (90) days in any twelve-month period, not including any vacation days, holidays or sick days, or # at such earlier time as Executive submits medical evidence satisfactory to the Company that the Executive has a physical or mental disability or infirmity that will likely prevent Executive from substantially performing his duties and responsibilities for ninety (90) days or longer. In the event of any disagreement between the Executive and the Company as to whether the Executive is physically or mentally incapacitated so as to constitute a Disability under this Agreement, the question of such incapacity shall be submitted to an impartial and reputable physician selected by mutual agreement of the Company and the Executive, or, failing such agreement, a physician selected by two physicians, one of whom shall have been selected by the Company, and the other by the Executive, and the determination of the question of such incapacity by such physician shall be final and binding upon the Company and the Executive. The Company shall pay the fees and expenses of such physicians, and the Executive shall submit to any medical examinations reasonably necessary to enable such physicians to make a determination as to whether the Executive’s incapacity constitutes a Disability under this Agreement.

Executive’s Death or Disability. In the event of Executive’s termination of employment during the Term due to his death or Disability, then the Company shall have no further obligations to Executive other than for:

Termination on Executive’s Death or Disability. If Executive’s employment is terminated at any time on Executive’s death or by the Company due to Executive’s Disability, Executive or Executive’s legal representative, as applicable, shall be entitled to, in addition to the continued benefits set forth in Section 7 of this Agreement, the following:

Termination for Executive’s Death or Disability. In the event that Executive dies or becomes Disabled, no compensation or benefits shall be payable to Executive or her estate after the date of termination, except as provided for in paragraph 6(f) of this Agreement. For purposes of this Agreement, “Disabled” shall mean either # Executive’s inability to perform the essential duties and responsibilities of her position (even with reasonable accommodation taken into account) by reason of Executive’s mental or physical disability, illness or impairment that has already lasted for a period of ninety (90) or more days during any twelve (12) month period, or # Executive’s inability to perform the essential duties and responsibilities of her position (even with reasonable accommodation taken into account) by reason of Executive’s mental or physical disability, illness or impairment that can be expected to result in death or that can be expected to last for a period of ninety (90) or more days during any twelve (12) month period, as determined by a physician selected by the Company and reasonably agreeable to Executive.

Termination by Executive’s Death or Disability. The Employment Term and the Agreement will terminate upon the Executive’s death. If the Executive is incapacitated or disabled by accident, sickness, or otherwise, so as to render the Executive mentally or physically incapable of performing the services required to be performed by the Executive under this Agreement, with or without reasonable accommodation, for a period of one hundred eighty (180) days or longer, the Company, at its option, may terminate the employment of the Executive under this Agreement upon 60 days’ written notice. The Executive must submit to a reasonable number of examinations by a medical doctor, acceptable to the Company’s Board, and to authorize the release to the Company of any medical records or records bearing on a claim of disability by the Executive.

Ultra may terminate Executive’s employment and officer and director positions upon a determination that Executive has suffered a Disability; provided, however, that if Ultra elects to terminate Executive’s employment because Executive has suffered a Disability, Ultra must provide written notice to Executive specifying that Ultra is terminating Executive’s employment as a result of a Disability and specifying the effective date thereof, which may be immediate.

Ultra may terminate Executive’s employment and officer and director positions upon a determination that Executive has suffered a Disability; provided, however, that if Ultra elects to terminate Executive’s employment because Executive has suffered a Disability, Ultra must provide written notice to Executive specifying that Ultra is terminating Executive’s employment as a result of a Disability and specifying the effective date thereof, which may be immediate.

Ultra may terminate Executive’s employment and officer and director positions upon a determination that Executive has suffered a Disability; provided, however, that if Ultra elects to terminate Executive’s employment because Executive has suffered a Disability, Ultra must provide written notice to Executive specifying that Ultra is terminating Executive’s employment as a result of a Disability and specifying the effective date thereof, which may be immediate.

In the event of the Participant’s Termination of Service at any time due to the Participant’s death or Disability, any unvested PSUs shall vest at target level on the date of such Termination of Service.

Death or Disability. In the event of Termination Upon Death or Termination For Disability pursuant to Sections 4(a)(i) or 4(a)(ii) of this Agreement: