Juno 2013 Annual Report Download - page 194

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.
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.
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
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