Juno 2013 Annual Report Download - page 179

Issuance Schedule Each Share in which the Participant vests in accordance with the Normal Vesting Schedule shall be issued, subject to the
Corporation’s collection of all applicable Withholding Taxes, on the applicable vesting date specified for that Share or as soon
thereafter as administratively practicable, but in no event later than the close of the calendar year in which such vesting date occurs
or (if later) the fifteenth day of the third calendar month following such vesting date (the “Issuance Date”). The applicable
Withholding Taxes are to be collected pursuant to the procedures set forth in Paragraph 7 of this Agreement.
2. . Prior to actual receipt of the Shares which vest hereunder, the Participant may not transfer any interest in
the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be
transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this
Award. The Participant may also direct the Corporation to re-issue the stock certificates for any Shares which in fact vest and become issuable under the
Award during his or her lifetime to one or more designated family members or a trust established for the Participant and/or his or her family members. The
Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its
designee.
3. .
(a) Except as otherwise provided in Paragraph 3(b) below, should the Participant cease Service for any reason prior to vesting in one
or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the number of Restricted Stock
Units will be reduced accordingly. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.
(b) The following provisions shall apply to the Award with respect to the Participant’s termination of employment:
(i) If the Participant’s employment is terminated by the Corporation without Cause or by Participant for Good Reason, then
upon the Participant’s satisfaction of the Release Condition, the Award will vest on an accelerated basis as to that number of additional shares in
which the Participant would have otherwise been vested at the time of such termination had the Participant completed an additional twelve (12)
months of employment with the Corporation and had the Award been structured so as to vest in successive equal monthly installments over the
vesting schedule. In no event will the number of additional Shares which vest on such an accelerated basis exceed the number of Shares unvested
under the Award immediately prior to the date of such termination. Except to the extent another issuance date may be required to comply with any
applicable requirements of Section 409A of the Code, the Shares that vest on an accelerated basis in accordance with this Paragraph 3(c)(i) will be
issued to the Participant within the sixty (60)-day period following the date of the Participant’s Separation from Service as a result of the Participant’s
termination without Cause or the Participant’s resignation for Good Reason, provided that the Release required of the Participant has become effective
and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release. However, should
such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of that period that occurs in the second taxable
year if required in order to comply with Section 409A of the Code.
2