Mr. Brown's continuity agreement provides that upon termination of his employment without cause or resignation for good reason within two years following a change of control, he will receive a cash severance amount equal to two times the sum of his current salary plus target annual incentive compensation for that year plus his accrued but unpaid base salary and annual incentive compensation. Mr. Brown is not provided a conditional payment of resulting excise tax for excess parachute payments and related income tax but is entitled to receive the greater of the after-tax change of control payment, including his payment of the 20% excise tax for excess parachute payments, or the after tax safe harbor limit less one dollar. The other terms of Mr. Brown's continuity agreement are as described in the Company's Definitive Proxy Statement on Schedule 14A filed on April 10, 2012.