Juno 2013 Annual Report Download - page 197

before after-hours trading begins) on the date in question on the Stock Exchange serving as the primary market for the Common Stock, as such price is
reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the
composite tape of transactions on any other Stock Exchange on which the 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.
M.  shall mean the termination of the Participant’s Service which occurs by reason of:
(i) Participant’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons
other than Cause, or
(ii) Participant’s resignation following (A) a material reduction in the scope of the duties, responsibilities and
authority of his or her position with the Corporation (or any Parent or Subsidiary), it being understood that a change in Participant’s title or
Participant’s reporting responsibilities or requirements shall not, in and of itself, be deemed a material reduction, (B) a material reduction in
Participant’s base salary, or (C) a relocation of Participant’s place of employment by more than fifty (50) miles; provided and only if such reduction
or relocation is effected by the Corporation (or any Parent or Subsidiary) without Participant’s consent. In no event, however, shall Participant’s
resignation for any of the foregoing reasons constitute an Involuntary Termination unless each of the following requirements is satisfied:
(x) Participant provides written notice of the clause (A), (B) or (C) event to the Corporation (or the Parent or Subsidiary employer) within thirty (30)
days after the occurrence of that event, (y) the Corporation (or the Parent or Subsidiary employer) fails to take appropriate remedial action to remedy
such event within thirty (30) days after receipt of such notice and (z) Participant resigns from his or her employment with the Corporation (or the
Parent or Subsidiary employer) within ninety (90) days following the initial occurrence of the clause (A), (B) or (C) event.
N.  shall mean the Securities Exchange Act of 1934, as amended from time to time.
O.  shall mean the person to whom the Award is made pursuant to the Agreement.
P.  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.
Q.  shall mean the Corporation’s 2010 Incentive Compensation Plan, as amended and restated from time to time.
R.  shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.
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