Death. 5.01. In the event of Executive’s death while an employee of the Company, Executive’s estate or designated beneficiaries shall receive # payments of Executive’s Base Salary for a period of three months after the date of death; # all unpaid amounts, as of the date of death, in respect of any annual incentive awards for any calendar year ending before the calendar year in which such death occurs, which would have been payable had Executive remained in the Company’s employ until the date such annual incentive awards would otherwise have been paid, plus an amount equal to # Executive’s target annual incentive awards for the calendar year in which his death occurs multiplied by a fraction, the numerator of which is the number of days in such calendar year Executive was an employee of the Company, and the denominator of which is 365; and # any death benefits provided under the employee benefit programs, in accordance with their terms. Notwithstanding the foregoing, if Executive’s employment terminates in a termination described in this [Section 5.01] during a calendar year before the terms of annual award opportunities for such year shall have been established for the year of termination, then for purposes of this [Section 5.01], such target annual award opportunities shall be deemed to be those for the immediately preceding calendar year. 5.02. Nothing herein contained shall affect Executive's rights to any benefits that may accrue under the terms of any other Company death benefit plan or life insurance policy or programs by reason of Executive's death.

Death. 5.01. In the event of Executive’s death while an employee of the Company, Executive’s estate or designated beneficiaries shall receive # payments of Executive’s Base Salary for a period of three months after the date of death; # all unpaid amounts, as of the date of death, in respect of any annual incentive awards for any calendar year ending before the calendar year in which such death occurs, which would have been payable had Executive remained in the Company’s employ until the date such annual incentive awards would otherwise have been paid, plus an amount equal [[Organization A:Organization]] # Executive’s target annual incentive awards for the calendar year in which her death occurs multiplied by a fraction, the numerator of which is the number of days in such calendar year Executive was an employee of the Company, and the denominator of which is 365; and # any death benefits provided under the employee benefit programs, in accordance with their terms. Notwithstanding the foregoing, if Executive’s employment terminates in a termination described in this [Section 5.01] during a calendar year before the terms of annual award opportunities for such year shall have been established for the year of termination, then for purposes of this [Section 5.01], such target annual award opportunities shall be deemed [[Organization A:Organization]] be those for the immediately preceding calendar year. 5.02. Nothing herein contained shall affect Executive's rights [[Organization A:Organization]] any benefits that may accrue under the terms of any other Company death benefit plan or life insurance policy or programs by reason of Executive's death.

Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) # any Base Salary earned through his date of death, to the extent theretofore unpaid, # a pro-rated Incentive Bonus Payment for the year in which the Executive’s death occurs, equal to the product of # the actual Incentive Bonus Payment for the year of termination multiplied by # a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and # such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.