Your employment under this Agreement shall terminate immediately upon your death, and the Company shall have no further obligations under this Agreement, except to pay to your estate (or your beneficiary, as may be appropriate) (a) any Base Salary earned through your date of death, to the extent theretofore unpaid, (b) a pro-rated discretionary Incentive Bonus Payment for the year in which your death occurs, equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which you were 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 you would have become entitled to such amount if you had not terminated yours employment, and (c) such retirement and other benefits earned and vested (if applicable) by you as of the date of your death under any U.S. law governed employee benefit plan of the Company in which you participate, including without limitation all vested benefits due under the SERP and other U.S. 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.