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.

Section # “Disability” means a condition of incapacity, mental or physical, for the performance of services which the Committee determines, on the basis of competent medical evidence, is likely to be permanent, to continue for an indefinite period of at least one hundred eighty (180) days, or to result in death.

All rights of Employee under this Agreement (other than rights already accrued) shall terminate upon Employee’s permanent disability, although Employee shall continue to receive any disability benefits to which he may be entitled under any disability income insurance that may be carried by or provided by Employer from time to time. For the avoidance of doubt, during any period of disability, illness or incapacity during the term of this Agreement that renders Employee at least temporarily unable to perform the services required under this Agreement and does not result in Employee’s permanent disability, Employee shall receive the compensation payable under [Section 3(a)] of this Agreement plus any STIP compensation earned during such period, less any benefits received by him under any disability insurance carried by or provided by Employer.

Termination Due to Permanent Total Disability. The Employment Period shall be terminated upon the Permanent Total Disability (as defined in this [Section 4.4]) of Executive following written notice from the Company. Permanent Total Disability is defined as an inability by Executive to perform substantially all of the services required pursuant to this Agreement for a continuous period of ninety (90) days or for a period aggregating at ninety (90) days in any consecutive twelve (12) month period when such inability is caused by illness or a physical or mental disability. Such Permanent Total Disability shall be determined by a physician selected jointly by the parties hereto. All unvested Stock and Stock Options shall immediately become vested.

the Employee’s death or permanent disability.

“Permanent Disability” means permanently disabled so as to qualify for full benefits under ​’s then-existing long-term disability insurance policy. If ​ does not maintain any such policy on the date of termination, “Permanent Disability” shall mean the inability of ​ to work for a period of four full calendar months during any eight consecutive calendar months due to illness or injury of a physical or mental nature, supported by the completion by ​’s attending physician of a medical certification form outlining the disability and treatment.

90 days after the date of voluntary termination of employment by the Holder (other than for death or permanent and total disability as defined in the Plan);

become permanently incapacitated by accident or illness from performing your duties under this Agreement. For the purposes of this clause, incapacity rendering you unable to perform his or her duties for a period aggregating more than 3 months in any 6 month period, or for any period beyond 3 consecutive months, is deemed to be permanent incapacity.

In the event of a termination of Awardee’s employment as a result of Awardee’s death or permanent disability (as defined under the Company’s long-term disability policies), then all Units that have not previously become vested or been forfeited shall become immediately vested and nonforfeitable on the date of such termination.

Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability.

have rights under an Award of Restricted Stock, upon such death or termination by reason of permanent and total disability, the restrictions contained in any such Award of Restricted Stock shall lapse.