Juno 2013 Annual Report Download - page 232

4. Restricted Stock Units and Other Equity Awards.
(a) If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is defined
below) during the Term, then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity awards Employee holds
on the date of such termination (other than any equity award granted after the Initial Grants that expressly provides to the contrary) will fully vest on an
accelerated basis with respect to all non-vested shares of Common Stock at the time subject to those awards, except to the extent otherwise provided in the
equity award agreement for any equity award granted after the Initial Grants. Except as otherwise expressly provided in the agreement evidencing a particular
restricted stock unit or other equity award or to the extent another issuance date may be required to comply with any applicable requirements of Section 409A
of the Codethe shares of Common Stock underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(a) will be issued to
Employee within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination
“without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the Release required of Employee pursuant to
Section 7(b) has become effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that
Release. However, should such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of that period that occurs in the
second taxable year.
(b) If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is defined
below) at any time during the Term and within the period commencing with the execution by the Company of a definitive agreement for a Change in Control
(as defined below) and ending with the earlier of (i) the termination of that agreement without the consummation of such Change in Control or (ii) the
expiration of the twenty-four (24)-month period measured from the date such Change in Control occurs, then upon Employee’s satisfaction of the Release
Condition set forth in Section 7(b) below, any and all equity awards Employee holds on the date of such termination will fully vest on an accelerated basis
with respect to all non-vested shares of Common Stock at the time subject to those awards, except to the extent otherwise provided in the equity award
agreement for any equity award granted after the Initial Grants. Except as otherwise expressly provided in the agreement evidencing a particular restricted
stock unit or other equity award or to the extent another issuance date may be required in order to comply with any applicable requirements of Section 409A of
the Code, the shares of Common Stock (or any replacement securities) underlying the equity awards that fully vest on an accelerated basis in accordance with
this Section 4(b), or the proceeds of any cash retention program established in replacement of those shares pursuant to the terms of the applicable award
agreement, will be issued or distributed to Employee within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined
below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the
Release required of Employee pursuant to Section 7(b) has become effective and enforceable in accordance with its terms following the expiration of the
applicable revocation period in effect for that Release. However, should such sixty (60)-day period span two taxable years, the issuance shall be effected
during the portion of that period that occurs in the second taxable year.
(c) Upon Employee’s “separation from service” (as defined below) as a result of Employee’s death or Disability (as defined below), any and
all equity awards Employee holds on the date of such separation from service will vest on an accelerated basis as to that number of additional shares in which
Employee would have otherwise been vested on the date of such separation from service had Employee completed an additional twelve (12) months of
employment with the Company and had each applicable
3