Termination by Reason of Death or Disability. In the event that Executive’s employment is terminated by reason of Executive’s death or Disability (as defined below), Executive (or Executive’s estate, as the case may be) shall be entitled only to the following:

Termination by the Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason. If Employee's employment is terminated by: # the Company for any reason other than Cause, death or Disability; or # Employee for Good Reason:

Death or Disability. A termination of the Participant’s employment by reason of the Participant’s death or Disability (as such term is defined in Section 22(e)(3) of the Code) shall not constitute a termination by Participant for Good Reason or a termination by the Company without Cause.

Death or Disability. Upon your termination of employment from Arrow by reason of death or Disability, any unvested part of the Restricted Stock Units will vest immediately.

Disability; Death. If Executive’s employment with the Company is terminated due to Executive becoming Disabled or Executive’s death, then Executive or Executive’s estate (as the case may be) will # receive the earned but unpaid base salary through the date of termination of employment, # receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with Company-provided or paid plans, policies and arrangements, and # not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA).

Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or the Employee’s employment terminates due to the Employee’s death, then the Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

Termination By USPB Other Than For Cause, Death or Disability; Termination By CEO For Good Reason. If CEO's employment is terminated pursuant to [Section 4(d)] [Other than For Cause, Death, Or Disability] or 4(f) [By CEO For Good Reason] above, CEO shall be entitled to, and USPB's obligation under this Agreement shall be limited to:

Termination by the Company for Cause, by You Without Good Reason, or by Reason of Death, and Failure to Perform Duties Due to Disability. If during the Protected Period you are Terminated by the Company for Cause, you voluntarily Terminate without Good Reason, Termination occurs due to your death, or Termination results from your failure to perform your duties with the Company due to a disability (for which you qualify for disability benefits), the Company will have no obligation to pay any amounts or benefits to you under this Agreement.

if the Participant’s Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and

Effect of Termination Due to Death or Disability. Notwithstanding Section 3 above, if you are no longer a NonEmployee Director by reason of death or disability (as reasonably determined by Gentex) before the Vesting Date, the shares will become nonforfeitable.