Juno 2013 Annual Report Download - page 180

(ii) If the Participant’s employment is terminated by the Corporation without Cause or by the Participant for Good Reason
within the period commencing with the execution by the Corporation of a definitive agreement for a Change in Control and ending with the earlier of
(i) the termination of that agreement without the consummation of such Change in Control or (ii) the expiration of the twenty-four (24)-month period
measured from the date such Change in Control occurs, then upon the Participant’s satisfaction of the Release Condition, the Award (or replacement
award, as the case may be) will fully vest on an accelerated basis to the extent then unvested. Except to the extent another issuance date may be
required to comply with any applicable requirements of Section 409A of the Code, the Shares (or replacement awards or cash proceeds, as the case
may me) underlying the Award that vests on an accelerated bases in accordance with this Paragraph 3(c)(ii) will be issued or distributed 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.
(iii) Upon the Participant’s Separation from Service as a result of the Participant’s death or Disability, the Award will vest
on an accelerated basis as to that number of additional Shares in which the Participant would have otherwise been vested on the date of such
Separation from Service 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. Except to the extent that another issuance date may be
required in order to comply with any applicable requirements of Section 409A of the Code, the Shares underlying the Award that vests on an
accelerated basis in accordance with this Paragraph 3(b)(iii) will be issued on the date of such Separation from Service or as soon as administratively
practicable thereafter, but in no event later than the later of (A) the end of the calendar year in which such separation from Service occurs or (B) the
15 day of the third calendar month following the date of such Separation from Service.
4. 
(a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the
Shares subject to the Award until the Participant becomes the record holder of those Shares upon their actual issuance following the Corporation’s collection of
the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary, payable in
cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares remain subject
to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following
provisions shall govern the Participant’s interest in that dividend or distribution:
(i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall be
entitled to a current cash distribution from the Corporation equal to the cash dividend the Participant would have received with respect to the Shares at the time
subject to this Award had those Shares actually been issued and outstanding and entitled to that cash
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