Obligations of Adtalem upon Executive’s Permanent Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Change in Control Period, Adtalem shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date.

Termination Upon Permanent Disability. The employment of CEO may be terminated by USPB on at least thirty (30) days prior written notice if the Board of Directors determines that the CEO has become permanently disabled. CEO shall be deemed to be "permanently disabled," as used in this Section, if CEO has been substantially unable to discharge his duties and obligations under this Agreement by reason of illness, accident, or disability for a period of 180 days in any twelve-month period. Any disputes concerning the nature or extent of CEO's disability will be determined by a neutral physician at the expense of USPB.

Permanent Disability.

4.01. The Company may terminate Executive's employment by reason of his Permanent Disability, and in such case the compensation to which Executive is entitled shall be paid through the last day of the month in which the notice is given. In addition, in such case Executive shall be entitled to receive:

Permanent Disability. If you cease to be a director of the Company by reason of Permanent Disability (as defined in the Company’s 2008 Director Compensation Plan), any outstanding Options shall vest and be immediately exercisable with respect to all or any part of the Options which remain unexercised. You (or, in the event of your death, your legal representative) may, within a period of not more than twenty-four (24) months after the date of such cessation as a director, exercise the Options.

during the Change in Control Period, Adtalem terminates the Executive’s employment without Cause (other than for death or Disability) or the Executive terminates employment for Good Reason, and

“Disability” means the Executive’s total and permanent disability as defined in AEPSC’s long-term disability plan covering the Executive immediately prior to the Change In Control.

Obligations of DeVry Group upon Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Change in Control Period, DeVry Group shall provide the Executive’s estate or beneficiaries with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive’s estate or beneficiary, as applicable, within thirty (30) days following the Termination Date.

Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Executive, Adtalem and their respective heirs, successors and assigns. The Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of Adtalem. Adtalem may not assign its rights and obligations hereunder, without the consent of, or notice to, the Executive, with the sole exception being a sale to any Person that acquires all or substantially all of Adtalem whether stock or assets, in which case such consent of the Executive is not necessary.

Termination of Employment Upon Executive’s Death or Disability. Notwithstanding anything to the contrary in [Section 2] (Term), Flagship may terminate the Executive’s employment with Flagship under this Agreement and the Term hereunder upon the Executive’s death or Disability as follows:

upon ​’s Permanent Disability, or