THIS SECTION 4 OR AS REQUIRED BY THE COMPANY'S BENEFITS POLICY.
A.
INVOLUNTARY TERMINATION WITHOUT CAUSE.
IF DR. BROWNE'S
EMPLOYMENT AS PRESIDENT AND CHIEF EXECUTIVE OFFICER IS TERMINATED INVOLUNTARILY
BY THE BOARD, WITHOUT "CAUSE" (AS DEFINED BELOW), DURING THE TERM, THE COMPANY
SHALL:
(1)
PAY DR. BROWNE ALL COMPENSATION AND BENEFITS ACCRUED, BUT UNPAID,
UP TO THE DATE OF HIS TERMINATION.
DR. BROWNE'S INCENTIVE BONUS FOR THE
CALENDAR YEAR IN WHICH HIS EMPLOYMENT IS TERMINATED SHALL BE PAID ON A PRO RATA
BASIS, BASED ON DR. BROWNE'S TARGET BONUS DETERMINED BY THE BOARD FOR THE YEAR
IN WHICH THE TERMINATION OCCURS.
THE PRO RATA INCENTIVE BONUS SHALL BE PAID IN
A LUMP SUM WITHIN THIRTY (30) DAYS AFTER THE DATE OF HIS TERMINATION OF
EMPLOYMENT.
(2)
PAY DR. BROWNE IN A LUMP SUM TWO (2) TIMES AN AMOUNT EQUAL TO HIS
ANNUAL BASE SALARY IN EFFECT AS OF THE DATE OF TERMINATION, WITHIN THIRTY (30)
DAYS AFTER THE DATE OF HIS TERMINATION OF EMPLOYMENT.
THE COMPANY WILL MAINTAIN
DR. BROWNE'S GROUP MEDICAL COVERAGE UNDER THE COMPANY'S INSURED HEALTH PLAN FOR
A PERIOD OF TWENTY-FOUR (24) MONTHS AFTER SUCH TERMINATION.
(3)
ALLOW ALL VESTED OPTIONS TO BE EXERCISABLE PURSUANT TO THE TERMS
OF THE STOCK OPTION AGREEMENT(S) UNDER WHICH THE OPTIONS WERE GRANTED.
B.
TERMINATION BY DR. BROWNE FOR GOOD REASON.
IN THE EVENT
DR. BROWNE TERMINATES THIS AGREEMENT FOR "GOOD REASON" (AS DEFINED BELOW) DURING
THE TERM, HE SHALL BE ENTITLED TO RECEIVE THE BENEFITS PROVIDED IN
SECTION 4(A) ABOVE.
FOR PURPOSES OF THIS SECTION 4(B), "GOOD REASON" SHALL MEAN
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS, WITHOUT DR. BROWNE'S EXPRESS
WRITTEN CONSENT: I) A MATERIAL DIMINUTION BY THE COMPANY OF DR. BROWNE'S DUTIES,
AUTHORITY OR RESPONSIBILITIES, INCLUDING WITHOUT LIMITATION, ANY REMOVAL OF
DR. BROWNE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, EXCEPT IN
CONNECTION WITH PROMOTION TO A HIGHER POSITION; II) ANY MATERIAL DIMINUTION IN
DR. BROWNE'S BASE COMPENSATION, WHICH, FOR PURPOSES OF THIS AGREEMENT, MEANS A
REDUCTION OF MORE THAN TWENTY PERCENT (20%) OF DR. BROWNE'S BASE SALARY THEN IN
EFFECT; III) ANY MATERIAL CHANGE IN THE GEOGRAPHIC LOCATION AT WHICH DR. BROWNE
MUST PERFORM SERVICES UNDER THIS AGREEMENT, WHICH, FOR PURPOSES OF THIS
AGREEMENT, MEANS RELOCATION OF THE COMPANY'S HEADQUARTERS TO A FACILITY MORE
THAN FIFTY (50) MILES FROM THE COMPANY'S CURRENT LOCATION, WHICH REQUIRES
DR. BROWNE TO RELOCATE HIS RESIDENCE; OR IV) ANY ACTION OR INACTION THAT
CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY.
DR. BROWNE
SHALL NOT HAVE GOOD REASON FOR TERMINATION UNLESS DR. BROWNE GIVES WRITTEN
NOTICE OF THE EVENT THAT CONSTITUTES GOOD REASON TO THE COMPANY WITHIN NINETY
(90) DAYS OF THE INITIAL OCCURRENCE OF SUCH EVENT, THE COMPANY FAILS TO CURE THE
EVENT WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH DR. BROWNE GIVES WRITTEN
NOTICE THEREOF, AND DR. BROWNE TERMINATES EMPLOYMENT
3
WITHIN THIRTY (30) DAYS AFTER THE END OF THE CURE PERIOD.
IN ADDITION TO THE
FOREGOING, IF A CHANGE OF CONTROL