Common use of Death or Disability of the Executive Clause in Contracts

Death or Disability of the Executive. If the Executive dies prior to the close of business on March 5, 2000, or if the Executive ceases to be a regular full-time employee of the Company prior to such time by reason of a Disability, then the Board of Directors of Holdings shall have the authority, exercisable in its sole and absolute discretion, to approve the payment to the Executive (or to the Executive's estate, in the event of the Executive's death) of all or any portion of the Long-Term Incentive Award payment which the Executive would have received on March 6, 2000, pursuant to Paragraph 2 if the Executive had satisfied the conditions set forth in Paragraph 2 for the receipt of such payment; but the Executive shall have no right to receive any amount pursuant to this Paragraph 3 unless a discretionary payment is so approved by the Board of Directors of Holdings. If a discretionary payment pursuant to this Paragraph 3 is approved by the Board of Directors of Holdings, then such payment shall be made at such time as the Board of Directors of Holdings may specify. For purposes of this agreement, "Disability" means a physical or mental illness or incapacity of the Executive which has resulted in a determination that the Executive is entitled to receive benefits (a) under a long-term disability insurance policy maintained by the Company for the Executive or (b) if no such insurance policy is then in existence, under the federal social security disability insurance program.