Juno 2013 Annual Report Download - page 234

Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the
Additional Payments (as defined below), to the same extent as if Employee’s employment had been terminated by the Company “without cause” (as defined
below) during the Term, and Employee will also be entitled, in accordance with the applicable provisions of Section 4 above, to the accelerated vesting of any
equity awards Employee holds at the time of such termination. Following Employee’s termination of his or her employment with the Company under this
Section 7(a), Employee will continue to be obligated to comply with the terms of Section 9 below.
(b) Termination by the Company. If Employee’s employment is terminated by the Company “without cause” (as defined below) during the
Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth
below in this Section 7(b), become entitled to a cash separation payment (the Separation Paymentin an aggregate amount equal to two (2) times the base
salary at the annual rate in effect for Employee at the time. In addition, contingent upon Employee’s satisfaction of the Release Condition, Employee will be
eligible for the following additional separation payments (the Additional Payments
(I) Employee will be eligible for an additional separation payment in an amount equal to a pro-rated bonus for the fiscal year in
which such involuntary termination occurs. Such pro-rated bonus will be determined by multiplying (A) the actual bonus (if any) Employee would
have earned for that fiscal year, based on the level at which the applicable performance goals for such fiscal year are in fact attained, had Employee
continued in the Company’s employ through the date that bonus award becomes due and payable by (B) a fraction the numerator of which is the
number of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal year and the
denominator of which is twelve (12), with such pro-rated bonus (if any) to be paid at the same time and in same form that the bonus payment for
such fiscal year would have been made following the completion of that fiscal year had Employee remained in the Company’s employ through the
payment date. However, if such involuntary termination occurs in the same fiscal year of the Company in which a Change in Control occurs, then
such pro-rated bonus will instead be determined by (1) multiplying (A) Employee’s target bonus for that fiscal year by (B) a fraction the numerator
of which is the number of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal
year and the denominator of which is twelve (12) and (2) reducing such amount by any bonus earned by Employee for the same fiscal year under
Section 3 of this Agreement, with such pro-rated bonus to be paid (in the same form in which the bonus payment for such fiscal year would have
been paid had Employee remained in the Company’s employ through the payment date) as follows:
(i) if such Change in Control occurs on or before the date of such involuntary termination, then such payment shall be
made on the date on which the first monthly installment of the Separation Payment (or, in the case of a termination following a Qualifying
Change in Control (as defined below), the lump sum Separation Payment) is paid; or
(ii) if such Change in Control occurs after the date of such involuntary termination, then such payment shall be made on
the of (x) the third (3rd) business day following the effective date of such Change in Control or (y) the sixtieth (60th) day following the
date of Employee’s separation from service (as defined below) or, if such sixtieth (60th) day is not otherwise a business day, then the
immediately preceding business day.
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