In the event a Participant dies while employed by the Company or any of its Affiliates, a number of Performance Shares equal to the target number of Performance Shares awarded (as set forth in the Certificate) shall immediately vest in the estate of such Participant or in any person who acquired such Performance Shares by bequest or inheritance, or by the Permitted Assignee. References in this Agreement to a Participant shall include any person who acquired Performance Shares from such Participant by bequest or inheritance.