In the event Participant is Disabled prior to the Vesting Date ,   Participant shall immediately vest in a pro-rata portion of the PBRSUs as determined below and the remaining unvested PBRSUs shall be automatically forfeited and returned to the Company for no consideration.  For purposes of this subsection, the pro-rata portion of the PBRSUs  t hat will vest shall be determined by dividing the number of days since the Grant Date   through the date Participant is Disabled by 1 , 09 6 and applying this percentage to the number of PBR SUs earned , if any, as determined in accordance with Schedule A .  Any fractional Shares shall be rounded down such that only whole S hares are issued .  For purposes of this subsection, Participant shall be “Disabled” if he or she has been unable, for a period of twelve consecutive months, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and has been receiving income replacement benefits for a period of twelve consecutive months under the Company’s Long-Term Disability Program.  The date that Participant is Disabled for purposes of this Agreement is the twelve-month anniversary of the date Participant commences receiving such benefits under the Company’s Long-Term Disability Program.