Juno 2013 Annual Report Download - page 181

dividend. Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual
cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment
withholding taxes.
(ii) For any other dividend or distribution, a special book account shall be established for the Participant and
credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award
had they been issued and outstanding and entitled to that dividend or distribution; provided, however, that no such crediting shall occur if it would result in
the Participant receiving credit for the same dividend or distribution more than once, as determined in the sole discretion of the Plan Administrator. As the
Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall also vest, and those vested
dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock
entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate. However,
each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. In no event shall any such
phantom dividend equivalents vest or become distributable unless the Shares to which they relate vest in accordance with the terms of this Agreement.
5. .
(a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor
entity (or parent thereof) or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity (or parent
thereof) which preserves the Fair Market Value of the unvested shares of Common Stock subject to the Award at the time of the Change in Control and
provides for the subsequent vesting and concurrent payout of that value in accordance with the same vesting and issuance schedule that would otherwise be in
effect for those shares in the absence of such Change in Control. In the event of such assumption or continuation of the Award or such replacement of the
Award with a cash retention program, no accelerated vesting of the Restricted Stock Units shall occur at the time of the Change in Control. Notwithstanding
the foregoing, no such cash retention program shall be established for the Restricted Stock Units subject to this Award to the extent such program would
otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations
thereunder.
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