Juno 2013 Annual Report Download - page 236

If Employee’s employment is terminated by the Company “without cause” (as defined below) or if Employee terminates his or her employment with
the Company for “good reason” (as defined below) during the Term and within the twenty-four (24) month period beginning on the effective date of a
Qualifying Change in Control (as defined below), the Separation Payment to which Employee becomes entitled under this Section 7(b) or under
Section 7(a) above upon Employee’s satisfaction of the Release Condition will be payable in a single lump-sum payment on the first regular payday for the
Company’s salaried employees, 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), on which Employee’s executed
Release is 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, then such payment shall be made during the portion of that period that occurs in the second taxable
year. Any Separation Payment to which Employee becomes entitled hereunder in connection with a termination following a Change in Control other than a
Qualifying Change in Control will be paid in installments as set forth in the immediately preceding paragraph of this Section 7(b). For purposes of this
Agreement, a “Change in Controlshall have the meaning assigned to such term in the Company’s most recently-adopted equity compensation plan, and a
Qualifying Change in Controlshall mean the date on which there occurs a “Change in Control” (as defined above) that also qualifies as: (i) a change in
the ownership of the Company, as determined in accordance with Section 1.409A-3(i)(5)(v) of the Treasury Regulations, (ii) a change in the effective control of
the Company, as determined in accordance with Section 1.409A-3(i)(5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial
portion of the assets of the Company, as determined in accordance with Section 1.409A-3(i)(5)(vii) of the Treasury Regulations. For the avoidance of doubt,
the spin-off of FTD Companies, Inc. from United Online, Inc. shall not constitute a Change in Control or a Qualifying Change in Control for purposes of this
Agreement.
If Employee’s employment is terminated by the Company “without cause” (as defined below), the Company will have no further obligation to
Employee pursuant to this Agreement other than the Accrued Obligations, the vesting of Employee’s outstanding equity awards in accordance with the
applicable vesting acceleration provisions of Section 4 above and the obligations of the Company pursuant to this Section 7(b).
If Employee’s employment is terminated by the Company “with cause” (as defined below), the Company will have no further obligation to Employee
under the terms of this Agreement, other than the Accrued Obligations.
Notwithstanding the termination of Employee’s employment by the Company “with cause” or “without cause,” or by Employee for “good reason” or
without “good reason”, Employee will continue to be subject to the restrictive covenants set forth in Section 9, whether or not Employee becomes entitled to any
severance or separation payments or benefits pursuant to Section 4 or Section 7 of this Agreement.
If any payment or benefit received or to be received by Employee (including any payment or benefit received pursuant to this Agreement or otherwise)
would be (in whole or part) subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto, or any similar tax imposed by
state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter
collectively referred to as the Excise Taxthen the cash payments provided to Employee under this Agreement shall first be reduced, with each such
payment to be reduced pro-rata but without any change in the payment date and with the monthly installments of the Separation Payment (or the lump sum
Separation Payment in the event of a Qualifying Change in Control) to be the first such cash payments so reduced, and then, if necessary, the accelerated
vesting of Employee’s equity awards pursuant to the provisions of this Agreement shall be reduced in the
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