Juno 2013 Annual Report Download - page 192

· If an Involuntary Termination of the Participant’s Service occurs within twelve (12) months after the Change in Control
event, then the Participant shall immediately vest in an additional number of Shares equal to the additional number of Shares in which the Participant
would have been vested at the time of such Involuntary Termination if the Shares subject to this Award had vested in a series of successive equal
monthly installments over the duration of the Normal Vesting Schedule. In no event, however, shall the number of Shares which vest on such an
accelerated basis exceed the number of Shares unvested immediately prior to the date of the Participant’s Involuntary Termination. The Shares that
vest upon such Involuntary Termination of Service shall be issued to the Participant, subject to the Corporation’s collection of all applicable
Withholding Taxes, on the date of such Involuntary Termination or as soon thereafter as administratively practicable, but in no event later than the
close of the calendar year in which the date of such Involuntary Termination occurs or (if later) the fifteenth day of the third calendar month following
such date. In the event of a replacement cash retention program under Paragraph 5(a), the foregoing provisions shall be applied to the proceeds of such
replacement program attributable to the portion of Shares that would have otherwise vested on an accelerated basis in accordance herewith upon such
Involuntary Termination had the Award been assumed or otherwise continued in effect.
(d) If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise
continued in effect or replaced with a cash retention program in accordance with Paragraph 5(a), then those units shall vest immediately prior to the closing of
the Change in Control. The Shares subject to those vested units shall be converted into the right to receive for each such Share the same consideration per share
of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control, and such consideration shall be
distributed to Participant on the effective date of such Change in Control or as soon as administratively practicable thereafter, but in no event later than three
(3) business days following such effective date. Such distribution shall be subject to the Corporation’s collection of the applicable Withholding Taxes
pursuant to the provisions of Paragraph 7.
(e) Upon the Participant’s Separation from Service as a result of the Participant’s death or Disability, this Award will vest
on an accelerated basis as to that number of additional Shares in which the Participant would have otherwise been vested on the date of such Separation from
Service had the Participant completed an additional twelve (12) months of employment with the Corporation and had this Award been structured so as to vest
in successive equal monthly installments over the vesting schedule. Except to the extent that another issuance date may be required in order to comply with
any applicable requirements of Code Section 409A, the Shares underlying the Award that vests on an accelerated basis in accordance with this Paragraph
5(e) will be issued, subject to the Corporation’s collection of all applicable Withholding Taxes, on the date of such Separation from Service or as soon as
thereafter as administratively practicable, but in no event later than the close of the calendar year in which the date of such Separation from Service occurs or
(if later) the fifteenth day of the third calendar month following the date of such Separation from Service.
(f) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
6. . The total number and/or class of securities issuable pursuant to this Award shall be subject to
adjustment upon certain corporate events as set forth in Article One, Section V(H) of the Plan. The adjustments shall be made in such manner as the Plan
Administrator deems appropriate, and those adjustments shall be final, binding and conclusive.
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