If a Participant dies while employed by the Company or an Affiliated Company, payouts of all his/her outstanding Awards will be made to the Participant’s estate as provided in Section 4.5 of the Plan.  Payouts will be prorated based on the number of months that the Participant actually worked as a full-time employee for the Company or an Affiliated Company during the Program Period(s), and will be based on the extent to which the performance goals for the Program Period(s) have been satisfied.  The payout(s) will be made at the time each outstanding Award payout is due for each Program Period.  The Company’s determination with respect to payout amounts based on the above criteria shall be final and binding on the Participant’s estate.