Juno 2013 Annual Report Download - page 187

Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such quotation exists.
N.  shall have the meaning assigned to such term in the Employment Agreement.
O.  shall mean the Securities Exchange Act of 1934, as amended from time to time.
P.  shall mean the person to whom the Award is made pursuant to the Agreement.
Q.  shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
R.  shall mean the Corporation’s 2010 Incentive Compensation Plan, as amended and restated from time to time.
S.  shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.
T.  shall mean the release agreement referred to in the definition of Release Condition.
U.  shall mean the following requirements: (i) Participant must execute and deliver to the Corporation, within
twenty-one (21) days (or forty-five (45) days to the extent such longer period is required under applicable law) after the effective date of Participant’s
termination of employment, a comprehensive agreement releasing the Corporation and its officers, directors, employees, stockholders, subsidiaries, affiliates,
representatives and other related parties from all claims that Participant may have with respect to such parties relating to Participant’s employment with the
Corporation and the termination of that employment relationship and containing such other and additional terms as the Corporation deems satisfactory and
(ii) such release must become effective and enforceable after the expiration of any applicable revocation period under federal or state law.
V.  means the Participant’s cessation of Employee status and shall be deemed to occur at such time as the
level of bona fide services the Participant is to render as an Employee (or non-employee consultant) permanently decreases to a level that is not more than
twenty percent (20%) of the average level of services the Participant rendered as an Employee during the immediately preceding thirty-six (36) months (or such
shorter period of time in which the Participant has been in Employee status). Any such determination, however, shall be made in accordance with the
applicable standards of the Treasury Regulations issued under Code Section 409A.
W.  shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of
an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this
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