Juno 2013 Annual Report Download - page 184

11. . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects
limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in the Award. In the event of a conflict between the terms of this Agreement and
the terms of the Participant’s Employment Agreement, the terms set forth in this Agreement shall control.
12. . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of
California without resort to that State’s conflict-of-laws rules.
13. . Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining
Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without
cause.
14. .
(a) It is the intention of the parties that the provisions of this Agreement comply with the requirements of the short-term
deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to
whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-
term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations
of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.
(b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Code
Section 409A, then the following provisions shall apply:
·· No Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s
cessation of Service shall actually be issued or distributed to Participant until the date of the Participant’s Separation from Service due to such
cessation of Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in
which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service.
· No Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s
cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following
the date of the Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from
Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the
Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation,
and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred
Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of
Participant’s Separation from
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