If a Participant’s employment terminates due to death or Disability prior to the end of the Performance Period, the Participant (or his or her estate, in the event of death) will be entitled to receive a pro-rata number of shares of Stock that would have been delivered pursuant to Section 4 had the Participant remained employed through the end of the Performance Period, based on the number of days during the Performance Period that the Participant is considered to be an active employee as determined by the Company, deliverable at the time and manner specified in Section 4 above.