If during the term of this Agreement Employee becomes permanently disabled, as defined below, or dies, Employer shall pay to Employee or his estate compensation through the date of death or determination of permanent disability, including salary, any prior-year STIP compensation earned but not yet paid and the prorated portion of any current year STIP as

provided that in the event a qualified medical doctor certifies, upon request of the Company, that the Executive’s illness, disease, disability or incapacity is not permanent but merely temporary and that the Executive is able to perform his duties as Executive, with or without a reasonable accommodation (e.g., unpaid leave) of the Company # within 180 days of the date of the commencement of such illness, disease, disability or incapacity, or # for least 270 days in the aggregate during the 365 consecutive days starting from the commencement of such illness, disease, disability or incapacity, then such illness, disease, disability or incapacity will not be deemed to constitute Permanent Incapacity.

The Company may terminate the Executive’s employment with the Company at any time upon written notice if the Executive becomes Permanently Incapacitated, provided that this does not affect the Executive’s entitlement to long-term disability insurance in accordance with the terms of any applicable long-term disability plan. Upon such termination, and provided that the Executive executes a waiver and release agreement, in a form satisfactory to the Company, that releases the Company and all Affiliates from any and all claims of any nature whatsoever relating to Executive’s employment (including, without limitation, any and all statutory claims), the Executive will be entitled to receive continuing payments of the Base Salary for a period of six months.

Termination Upon Death Or Permanent Disability. If CEO's employment is terminated pursuant to [Section 4(a)] [Permanent Disability] or 4(b) [Death] above, CEO shall be entitled to, and USPB's obligation under this Agreement shall be limited to:

Termination Due to Death or Incapacity. If the Executive’s employment is terminated by reason of the Executive’s death or incapacity, this Agreement shall terminate automatically on the date of death or the date of determination by the Board that the incapacity of the Executive has occurred, as the case may be. “Incapacity” means any physical or mental illness or disability of the Executive which continues for a period of six consecutive months or more and which at any time after such six-month period the Board shall reasonably determine renders the Executive incapable of performing his duties.

termination due to death or Permanent Disability; or

Termination Due to Death or Permanent Disability. If the Employment Period is terminated pursuant to [Section 8(a)(i)] above, then, through the date of termination of Executive’s employment with ​, the Executive will be entitled to the Accrued Benefits payable no later than thirty (30) days following Executive’s Termination Date. Except as set forth in this paragraph (b), the Executive will not be entitled to any other Base Salary, severance, compensation or benefits from ​ thereafter, other than those previously earned under any of ​’s retirement plans or expressly required under applicable law.

Termination by the Company of a Participant’s employment based on “Disability” shall mean termination because of absence from duties with the Company on a full-time basis for six consecutive months, as a result of the Participant’s incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Participant or the Participant’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. If an Eligible Director’s term of service as a director is terminated by reason of death or permanent and total disability or, if following termination or Retirement as a director, a former director dies while continuing to have rights under any RSU Awards, upon such death or termination by reason of permanent and total disability, any such RSUs shall immediately vest and be settled in Shares.

Upon the Executives death or upon the Executives permanent disability (as defined below) continuing for a period of ninety (90) days. Upon termination or the event of death or permanent disability as provided in the [Section 6(c)], all obligations of the Company under the Agreement thereupon shall immediately terminate other than any obligations with respect to earned but unpaid salary and any unpaid bonus and benefits through date of termination, and to the extent applicable, the Executive shall continue to be subject to the covenants, terms, and provisions under the Agreement with regard to Non-competition and Intellectual Property. As used herein, the term permanent disability or permanently disabled is hereby defined as the inability of the Executive, due to illness, injury, or other cause, to perform a major part of the duties and responsibilities which the Executive had been performing prior to the date of disability in connection with the conduct of the business and affairs of the Company.