UPON WRITTEN NOTICE TO DR. BROWNE.
DR. BROWNE SHALL BE DEEMED DISABLED FOR PURPOSES OF THIS AGREEMENT EITHER I) IF
HE IS DEEMED DISABLED FOR PURPOSES OF ANY LONG-TERM DISABILITY INSURANCE POLICY
PAID FOR BY THE COMPANY AND AT THE TIME IN EFFECT, OR II) IF A PHYSICIAN
SATISFACTORY TO THE COMPANY AND DR. BROWNE DETERMINES THAT DUE TO ACCIDENT,
MENTAL OR PHYSICAL ILLNESS, OR ANY OTHER REASON, HE CANNOT PERFORM HIS DUTIES AS
PRESIDENT AND CHIEF EXECUTIVE OFFICER.
IN THE EVENT THE COMPANY SHALL TERMINATE
DR. BROWNE DUE TO DISABILITY, AS DESCRIBED ABOVE, DR. BROWNE SHALL BE ENTITLED
TO RECEIVE THE BENEFITS SET FORTH IN SECTION 4(A) ABOVE, REDUCED BY THE AMOUNT
OF ANY DISABILITY PLAN OR INSURANCE BENEFIT PAID TO HIM.
5
G.
NON-RENEWAL.
FOLLOWING THE EXPIRATION OF THE TERM BY REASON OF
TIMELY NOTICE OF NON-RENEWAL BY THE COMPANY IN ACCORDANCE WITH SECTION 2(B),
DR. BROWNE SHALL BE ENTITLED TO RECEIVE THE BENEFITS SET FORTH IN
SECTION 4(A) ABOVE, EXCEPT THAT THE SEVERANCE DESCRIBED IN SECTION 4(A)(2) SHALL
BE FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING THE EXPIRATION OF THE TERM.
UPON THE EXPIRATION OF THE TERM BY REASON OF TIMELY NOTICE OF NON-RENEWAL BY
DR. BROWNE, DR. BROWNE WILL REMAIN ELIGIBLE TO RECEIVE A PRO RATA INCENTIVE
BONUS FOR THE YEAR IN WHICH THE TERM EXPIRES.
IN THE EVENT THE TERM EXPIRES BY
REASON OF TIMELY NOTICE OF NON-RENEWAL, THE TWENTY-FOUR (24) MONTH TIME PERIOD
SET FORTH IN SECTION 11 OF THIS AGREEMENT SHALL BE REDUCED TO TWELVE (12) MONTHS
FOLLOWING THE EXPIRATION OF THE TERM.
THE PROVISIONS OF THIS SECTION 4(G) SHALL
NOT APPLY UPON AN AUTOMATIC EXPIRATION OF THE TERM AFTER A CHANGE OF CONTROL AS
DESCRIBED IN THE LAST SENTENCE OF SECTION 2(B).
H.
DEATH.
IN THE EVENT OF THE DEATH OF DR. BROWNE, THIS AGREEMENT
SHALL AUTOMATICALLY TERMINATE AND ANY OBLIGATION TO CONTINUE TO PAY COMPENSATION
AND BENEFITS SHALL CEASE AS OF THE DATE OF HIS DEATH.
I.
NO MITIGATION.
DR. BROWNE HAS NO DUTY TO MITIGATE ANY PAYMENT
OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 4.
J.
CERTAIN ADDITIONAL PAYMENTS.
IF ANY OF THE BENEFITS OR PAYMENTS
UNDER THIS AGREEMENT, OR UNDER ANY OTHER AGREEMENT WITH OR PLAN OF THE COMPANY
(IN THE AGGREGATE, THE "TOTAL PAYMENTS"), WILL BE SUBJECT TO THE TAX (THE
"EXCISE TAX") IMPOSED BY SECTION 4999 OF THE CODE, THE COMPANY SHALL PAY
DR. BROWNE IN CASH AN ADDITIONAL AMOUNT (THE "GROSS-UP PAYMENT") SUCH THAT THE
NET AMOUNT RETAINED BY DR. BROWNE AFTER DEDUCTION OF ANY EXCISE TAX UPON THE
TOTAL PAYMENTS AND ANY FEDERAL, STATE AND LOCAL INCOME TAX AND EXCISE TAX UPON
THE GROSS-UP PAYMENT PROVIDED FOR BY THIS SECTION 4(J) SHALL BE EQUAL TO THE
TOTAL PAYMENTS.
SUCH PAYMENTS SHALL BE MADE BY THE COMPANY TO DR. BROWNE WITHIN
THIRTY (30) DAYS FOLLOWING A DETERMINATION THAT ANY OF THE TOTAL PAYMENTS WILL
BE SUBJECT TO THE EXCISE TAX, BUT IN NO EVENT LATER THAN THE DATE ON WHICH THE
RELATED TAXES ARE