Upon death of the Employee, all Restrictions upon the Target Award Amount shall lapse and such Units shall immediately vest and the Shares representing such vested Units shall be paid promptly to the Employee’s executors, administrators, heirs or distributes, as the case may be. In the event that Employee is continuously employed during the three-year performance period but dies prior to the Committee’s certification of payout level as a result of cumulative performance achievement during that three-year performance period, then the Employee’s executors, administrators, heirs or distributes, as the case may be, shall vest in the number of Units that the Employee would have earned if employed on the date of such certification in accordance with the terms of this Agreement and the Shares representing such vested Units shall be paid promptly to the Employee’s executors, administrators, heirs or distributes, as the case may be.