Common use of Termination Due to Death Clause in Contracts

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 40% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's death; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that based on the Executive would have received an award equal to 40% of Base Salary most recently established market target annual cash incentive amount for such yearExecutive, which shall be payable in a cash lump sum promptly (but in no event later than 15 days) after his death); (iii) elimination of all restrictions on any restricted or deferred stock awards outstanding at the time of his deathdeath (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if lessless (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Formsany then applicable deferred compensation plan or election form; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 40% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. "Target Performance" for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, plus (ii) the "target" performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4055% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less;granted (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance,, payable in a cash lump sum promptly (but in no event later than 15 days) after his death; (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's death; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 4050% of Base Salary for such year, which shall be payable in a cash lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted or deferred stock awards outstanding at the time of his deathdeath (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if lessless (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Formsany then applicable deferred compensation plan or election form; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 40% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. “Target Performance” for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, plus (ii) the “target” performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4080% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election FormsForms and the plan documents; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his her death, his her estate or his her beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 4045% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his her death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his her death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's ’s duly executed Deferral Election FormsForms and the plan documents; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 4090% of Base Salary for such year, which shall be payable in a cash lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted or deferred stock awards outstanding at the time of his deathdeath (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if lessless (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Formsany then applicable deferred compensation plan or election form; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event that the Executive's employment with the Company hereunder is terminated due to his death, his estate or his beneficiaries, beneficiaries (as the case may be, ) shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date end of death, the month in which shall be paid in a single lump sum not later than 15 days following the Executive's deathhis death occurs; (ii) pro rata a Pro-Rata annual incentive award for the fiscal year in which his death occurs, based on the Executive's death occurs assuming that target bonus opportunity for the Executive would have received an award equal to 40% year of Base Salary for such yeardeath, which shall be payable in a lump sum promptly (but in no event later than 15 days) after following his death, regardless of the Executive's and Company's performance during such fiscal year; (iii) elimination the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all restrictions on any deferred stock awards outstanding at such options to become fully exercisable as of the time date of his death; (iv) immediate vesting of any outstanding shares from his Sign-On Deferrable Restricted Stock Award and all outstanding other restricted stock options and the right to exercise such stock options for a period of one year following death (or such longer period awards shall vest as may be provided in stock options granted to other similarly situated executive officers of the Company) or for date of his death; provided, however, that, notwithstanding the remainder foregoing, unless the 40,000 shares from his Sign-On Deferrable Restricted Stock Award which are scheduled to vest on the Executive's 65th birthday have otherwise vested, those shares will be forfeited as of the exercise period, if lessdate of his death; (v) immediate vesting of all outstanding long-term incentive awards in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan (including the Supplemental Pension ) and a pro rata payment of such awards based on target performance,deferred compensation plans, or the cash equivalent thereof; (vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the balance of any incentive awards earned as of December 31 end of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following the Executive's death;performance periods; and (vii) settlement of all deferred compensation arrangements the benefits described in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the CompanySection 8(h)(i).

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4070% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. "Target Performance" for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, plus (ii) the "target" performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that based on the Executive would have received an award equal to 40% of Base Salary most recently established market target annual cash incentive bonus amount for such yearExecutive, which shall be payable in a cash lump sum promptly (but in no event later than 15 days) after his death); (iii) elimination of all restrictions on any restricted or deferred stock awards outstanding at the time of his deathdeath (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if lessless (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Formsany then applicable deferred compensation plan or election form; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4045% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding any long-term incentive awards previously granted and a pro rata payment of any such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. "Target Performance" for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, PLUS (ii) the "target" performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 40% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. “Target Performance” for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, plus (ii) the “target” performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 4065% of Base Salary for such year, which shall be payable in a cash lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted or deferred stock awards outstanding at the time of his deathdeath (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if lessless (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Formsany then applicable deferred compensation plan or election form; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 4075% of Base Salary for such year, which shall be payable in a cash lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted or deferred stock awards outstanding at the time of his deathdeath (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if lessless (other than awards under the Company’s Partnership Equity Program, which shall be governed by the terms of such awards); (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single cash lump sum not later than 15 days following the Executive's ’s death; (viivi) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Formsany then applicable deferred compensation plan or election form; and (viiivii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4055% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding any long-term incentive awards previously granted and a pro rata payment of any such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. "Target Performance" for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, PLUS (ii) the "target" performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's ’s employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's ’s death; (ii) pro rata annual incentive award for the year in which the Executive's ’s death occurs assuming that the Executive would have received an award equal to 4045% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death;: (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. “Target Performance” for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, plus (ii) the “target” performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4080% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all any outstanding long-term incentive awards previously granted and a pro rata payment of any such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. "Target Performance" for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, PLUS (ii) the "target" performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.

Termination Due to Death. In the event the Executive's employment with the Company is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death, which shall be paid in a single lump sum not later than 15 days following the Executive's death; (ii) pro rata annual incentive award for the year in which the Executive's death occurs assuming that the Executive would have received an award equal to 4050% of Base Salary for such year, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his death; (iii) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of his death; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options for a period of one year following death (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company) or for the remainder of the exercise period, if less; (v) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on target performance, (vi) the balance of any incentive awards earned as of December 31 of the prior year Target Performance, payable in a lump sum in cash or stock promptly (but not yet paid), which shall be paid in a single lump sum not no event later than 15 days following days) after his death. "Target Performance" for purposes of this Agreement shall mean (i) the Executive's deathactual performance for each completed year under each applicable award, plus (ii) the "target" performance for the then current year under each applicable award; (vii) settlement of all deferred compensation arrangements in accordance with the Executive's duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.