Death and Disability Benefit. In the event of the Executive's death prior to the end of the Employment Term, the Executive's estate or his designated beneficiary shall be entitled to receive the Executive's Annual Base Salary for the balance of the Employment Term, with such balance to be paid incrementally in accordance with the Company's normal payroll practices for current employees. Except as provided in Section 6(a), upon the Executive's death or disability, the 62,461 RSUs granted in 2006 shall vest notwithstanding anything in Section 4(c) to the contrary. The 60,000 performance-based RSUs granted in 2006 shall only vest if the Executive dies or becomes disabled on or after January 1, 2008 and if the performance target set by the Compensation Committee is ultimately met. In such event the number of RSUs which vest shall equal 60,000 multiplied by a fraction in which the numerator is the number of months of the Employment Term up to the date of death or disability (rounded to the nearest whole number), divided by 36. To the extent that any RSUs vest as provided in this Section 5(d), any restrictions imposed by the Company on securities of the Company held by the Executive shall be removed, except restrictions imposed by applicable federal and/or state securities laws. Future performance based long-term incentives shall vest as established by the Compensation Committee.
Death and Disability Benefit. Upon the Participant's Separation from Service on account of Death or Disability, he or she shall be entitled to a Death or Disability Benefit, as the case may be. The Death or Disability Benefit shall be equal to the Termination Account and all remaining amounts credited to the Participant's Specified Date Account(s) based on the value of such Account(s) as of the end of the Business Day immediately preceding the date the benefit is to be paid. The benefit paid under this paragraph shall be payable in a lump sum within 90 days after the effective date of the Participant's Separation from Service except that, for any Participant who is a Specified Employee, payment of the benefit will be made in a lump sum in the seventh month following the month in which Separation from Service occurs.