Juno 2013 Annual Report Download - page 191

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. l
(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.
(b) In the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award shall
be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to
those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been
issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor entity (or parent thereof) may, in connection with the assumption or continuation of the Restricted
Stock Units subject to the Award at that time, but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of
its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction,
provided the substituted common stock is readily tradable on an established U.S. securities exchange.
(c) Any Restricted Stock Units which are assumed or otherwise continued in effect in connection with a Change in Control
or replaced with a cash retention program under Paragraph 5(a) shall be subject to accelerated vesting in accordance with the following provisions:
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