Juno 2013 Annual Report Download - page 233

equity award been structured so as to vest in successive equal monthly installments over the vesting schedule for that award. 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 underlying the equity awards that vest on an accelerated
basis in accordance with this Section 4(c) will be issued on the date of such separation from service or as soon as administratively practicable thereafter, but
in no event later than the later of (i) the end of the calendar year in which such separation from service occurs or (ii) the 15th day of the third calendar month
following the date of such separation from service. For purposes of this Agreement, Disabilitymeans Employee’s inability to engage in any substantial
activity necessary to perform Employee’s duties and responsibilities hereunder by reason of any medically determinable physical or mental impairment which
can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.
(d) The vesting acceleration provisions of this Section 4 and Section 7 will apply to all equity awards made after the Effective Date of this
Agreement except to the extent specifically stated in the applicable award agreement or in a resolution of the Board of Directors covering those future awards.
The shares subject to each equity award that vests pursuant to the vesting acceleration provisions of this Section 4 shall be issued in accordance with the
applicable issuance date provisions of this Section 4, except to the extent the agreement evidencing such award provides otherwise or to the extent another
issuance date may be required in order to comply with any applicable requirements of Section 409A of the Code.
5. Policies; Procedures.
As an employee of the Company, Employee will be expected to abide by all of the Company’s policies and procedures, including (without limitation)
the terms of any Company handbook, insider trading policy and code of ethics in effect from time to time.
6. At Will Employment.
Notwithstanding anything to the contrary contained herein, Employee’s employment with the Company is “at will” and will not be for any specified
term, meaning that either Employee or the Company will be entitled to terminate Employee’s employment at any time and for any reason, with or without cause
or advance notice. Any contrary representations that may have been made to Employee are hereby superseded by the terms set forth in this Agreement. This is
the full and complete agreement between Employee and the Company on this subject. Although Employee’s job duties, title, compensation and benefits, as well
as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of Employee’s employment may only be changed in
an express written agreement signed by Employee and the Chairman of the Board of the Company and approved by the Board of Directors.
7. Separation from Service.
(a) Termination by Employee. If Employee terminates his or her employment with the Company for any reason other than as a result of his
or her death or Disability or his or her resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this Agreement will
cease, other than the obligation to pay Employee, on his or her employment termination date, any earned but unpaid compensation for services rendered
through that termination date and any accrued but unused vacation days as of that termination date (collectively, the Accrued Obligations If Employee
terminates his or her employment with the Company for “good reason” (as defined below) during the Term, then in addition to Employee’s right to receive the
Accrued Obligations, Employee will, upon
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