Juno 2013 Annual Report Download - page 183

the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income.
Participant shall be notified in writing in the event such Share Withholding Method is no longer available.
(c) Should any Shares vest under the Award when the Share Withholding Method is not available, then the Withholding
Taxes shall be collected from the Participant through either of the following alternatives:
· the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes,
or
· the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is
permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on
or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited
loan under Section 402 of the Sarbanes-Oxley Act of 2002.
(d) The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing provisions of
this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares. The Corporation shall
collect the Withholding Taxes with respect to each distribution of such phantom dividend equivalents by withholding a portion of that distribution equal to the
amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld, or through such other tax withholding
arrangement as the Corporation deems appropriate.
(e) Except as otherwise provided in Paragraph 5 or Paragraph 7(b), the settlement of all Restricted Stock Units which vest
under the Award shall be made solely in shares of Common Stock. No fractional share of Common Stock shall be issued pursuant to this Award, and any
fractional share resulting from any calculation made in accordance with the terms of this Agreement shall be rounded down to the next whole share of Common
Stock.
8.  . The issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of the Stock
Exchange on which the Common Stock is listed for trading at the time of such issuance.
9.  Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices and directed to the attention of Stock Plan Administrator. Any notice required to be given or
delivered to Participant shall be in writing and addressed to Participant at the most current address then indicated for Participant on the Corporation’s employee
records or delivered electronically to Participant through the Corporation’s electronic mail system. All notices shall be deemed effective upon personal delivery
or delivery through the Corporation’s electronic mail system or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be
notified.
10. . Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and
legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
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