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:

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.

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. “Permanent Disability” is as defined and provided for in this paragraph. If Executive has been unable by reason of physical or mental disability to properly perform Executive’s duties hereunder for a period of one hundred eighty (180) days, the Corporation may give Executive notice of its intention to terminate Executive’s employment due to Permanent Disability. If Executive wishes to contest the existence of termination due to Permanent Disability, Executive must give the Corporation notice of Executive’s disagreement within ten (10) days after receipt of the notice from the Corporation, and Executive must promptly submit to examination by three physicians in Ottawa County or Kent County, Michigan, who are reasonably acceptable to both Executive and the Corporation (with consultation from other physicians as determined by those three). If # within sixty (60) days after receipt by Executive of the notice from the Corporation, two of such physicians shall issue their written statement to the effect that in their opinion, based on their diagnosis, Executive is capable of resuming employment and devoting Executive’s full time and energy to discharging Executive’s duties within sixty (60) days after the date of such statement, and # Executive does in fact within such sixty (60) day period resume employment and properly perform Executive’s duties, then Executive’s employment shall not be terminated due to Permanent Disability. It is understood that the Corporation has the right to terminate Executive’s employment due to Executive’s disability without meeting the standards in this paragraph, but in that event the termination shall be deemed to be a discretionary termination of Executive’s employment.

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 Adtalem, 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 Adtalem thereafter, other than those previously earned under any of Adtalem’s retirement plans or expressly required under applicable law.

Termination Upon Disability. In the event of termination by Flagship of the Executive’s employment with Flagship upon the Executive’s incapacity or inability to perform his duties and responsibilities as contemplated under this Agreement without reasonable accommodation in accordance with the Americans with Disabilities Act for one hundred twenty (120) consecutive days, or for more than one hundred twenty (120) days within any one (1) year period (cumulative or consecutive), in each case due to impairment to his physical or mental health (a “Disability”), the Executive or his personal representatives shall receive the following compensation from Flagship in connection with such termination:

Termination Upon Death. The employment of CEO shall automatically terminate on the date of CEO's death.

Termination Upon Death. In the event of termination by Flagship of the Executive’s employment with Flagship upon his death, the Executive’s estate shall receive the following compensation from Flagship in connection with such termination:

Benefits upon Death/Disability. During the Term, if the Executive’s employment is terminated on account of death under Section 4(a) or Disability under Section 4(b), all time-based equity awards (including the Initial Equity Award and any awards originally subject to performance vesting conditions that remain subject to time-based vesting after satisfaction of such performance conditions) held by the Executive on the Date of Termination shall automatically vest and become exercisable or nonforfeitable and all performance-based equity awards held by the Executive on the Date of Termination which the Executive would have vested had he remained employed through the end of the performance period in respect of each such award shall become vested as of the end of such performance period(s) based on the Company’s actual performance through the end of such performance period(s) but such amount shall be further prorated in the manner set forth in the applicable award agreement.

the Employee’s death or permanent disability.