Juno 2013 Annual Report Download - page 231

(d) At the next regularly scheduled grant of equity awards to executive officers following the Effective Date, which grant is currently expected to
occur in March 2014, the Board of Directors shall grant to Employee (i) a number of restricted stock units relating to the Company’s common stock 
Common Stock with an aggregate value of $1,500,000, determined based on the closing price of the Common Stock on the date of grant; and (ii) a
number of options to purchase Common Stock equal to 1.33 multiplied by the number of restricted stock units granted pursuant to Section 2(d)(i), with an
exercise price equal to the per-share closing price on the date of grant. The restricted stock units and options shall vest at the rate of one-third on each of the
first three anniversaries of the Effective Date, and shall be subject to such other terms and conditions as may be determined by the Board of Directors (or an
appropriate committee thereof). The options shall be exercisable by the methods permitted under the Company’s form of option agreement for officers and the
post-termination of employment exercisability periods and term of the option shall also be as set forth in such form. The options shall be “incentive stock
options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code, to the extent allowed under applicable law ( if so
requested by Employee within thirty (30) days following the Effective Date) , and are intended to be exempt from Section 409A of the Code. The grants
described in this Section 2(d) shall be referred to herein as the “ Initial Grants.”
(e) In order to compensate Employee for potential payments which he is forfeiting from his prior employer by virtue of his termination of
employment with that employer, he shall be (i) paid, within thirty (30) days following the Effective Date, a lump sum cash payment of $1,100,000; and
(ii) granted, as soon as practicable following the Effective Date, restricted stock units with an aggregate value of $500,000, determined based on the average
per-share closing price of the Common Stock for the five (5) trading days prior to the date of grant, which restricted stock units shall vest on the first
anniversary of the date of grant. If Employee’s employment with the Company is terminated by the Company for “cause” or by Employee without “good
reason” (each as defined below), in each case on or prior to October 31, 2014, then Employee shall be obligated to repay to the Company an amount equal to
the after-tax value of $1,100,000 multiplied by a fraction, the numerator of which is the number of days remaining between the date of termination and
October 31, 2014 and the denominator of which is 365, within thirty (30) days following the date of termination.
(f) In order to assist Employee with the costs associated with relocation (including but not limited to travel for him and for his family,
temporary housing and other associated expenses), the Company shall provide Employee with a lump sum payment of $150,000 (the “ Relocation Payment”)
within thirty (30) days following the Effective Date. If Employee’s employment with the Company is terminated by the Company for “cause” or by Employee
without “good reason” (each as defined below), in each case on or prior to October 31, 2014, then Employee shall be obligated to repay the Relocation Payment
to the Company within thirty (30) days following the date of termination.
3. Bonus.
For 2013, Employee’s bonus shall be $175,000. For each subsequent fiscal year of the Company during the Term of this Agreement, Employee will
be eligible to participate in a bonus program with a target bonus set by the Board of Directors in an amount of up to 100% of Employee’s annual rate of base
salary. The performance criteria for purposes of determining Employee’s actual bonus for each fiscal year will be established by the Board of Directors, and
Employee’s annual bonus for one or more of those fiscal years may be increased to include any additional amounts approved by the Board of Directors.
Except as otherwise determined by the Board of Directors or set forth herein, Employee will not be entitled to a bonus payment for any fiscal year unless
Employee is employed by, and in good standing with, the Company at the time such bonus payment is paid. Employee’s bonus payment for each fiscal year
shall in no event be paid later than the 15th day of the third month following the end of the Company’s fiscal year for which such bonus is earned.
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