Juno 2013 Annual Report Download - page 237

same chronological order in which those awards were made, but only to the extent necessary to assure that Employee receives only the greater of (i) the amount
of those payments and benefits which would not constitute a parachute payment under Code Section 280G or (ii) the amount which yields Employee the
greatest after-tax amount of benefits after taking into account any Excise Tax imposed on the payments and benefits provided Employee hereunder (or on any
other payments or benefits to which Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent
termination of Employee’s employment with the Company). Calculations required by this paragraph shall be performed by a national accounting firm
mutually acceptable to Employee and the Company.
(c) Termination by Death or Disability.
If Employee incurs a “separation from service” (as defined below) as a result of his or her death or Disability, the Company will be obligated to pay
the Accrued Obligations to Employee, Employee’s estate or beneficiaries (as the case may be) on the date of such separation from service or as soon as
administratively practicable thereafter, but in no event later than sixty (60) days after the date of such separation from service. In the event of such separation
from service due to Employee’s death or Disability, Employee or Employee’s estate or beneficiaries, as the case may be, will also be entitled to the accelerated
vesting of Employee’s equity awards as set forth in Section 4(c) above. The provisions of this Section 7(c) will not affect or change the rights or benefits to
which Employee is otherwise entitled under the Company’s employee benefit plans or otherwise.
(d) Definitions.
For purposes of this Agreement, the following definitions will be in effect:
“good reason” means:
(i) a material reduction in Employee’s base salary without Employee’s prior written consent;
(ii) a material reduction in Employee’s authority, duties, reporting relationship or responsibilities, without Employee’s prior written consent;
(iii) a material change in the geographic location at which Employee must perform services (the parties acknowledge that Employee is currently
required to perform services at 21301 Burbank Boulevard, Woodland Hills, California 91367) without Employee’s prior written consent;
or
(iv) any material un-waived breach by the Company of the terms of this Agreement; provided however, that with respect to any of the clause
(i) — (iv) events above, Employee will not be deemed to have resigned for good reason unless (A) Employee provides written notice to the
Company of the existence of the good reason event within ninety (90) days after its initial occurrence, (B) the Company is provided with
thirty (30) days after receipt of such notice in which to cure such good reason event and (C) Employee effectively terminates Employee’s
employment within one hundred eighty (180) days following the occurrence of the non-cured clause (i) — (iv) event.
with causemeans Employee’s termination of employment by the Company for any of the following reasons:
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(i) if Employee is convicted of, or enters a plea of to, a felony or a misdemeanor involving any act of moral turpitude;
(ii) if Employee commits an act of actual fraud, embezzlement, theft or similar dishonesty against the Company or any of its subsidiaries or
affiliates;
(iii) if Employee commits any willful misconduct or gross negligence resulting in material harm to the Company or any of its subsidiaries or
affiliates; or
(iv) if Employee fails, after receipt of detailed written notice and after receiving a period of at least thirty (30) days following such notice to cure
such failure, to use his or her reasonable good faith efforts to follow the reasonable and lawful direction of the Board of Directors.
without causemeans any reason not within the scope of the definition of the term “with cause.”
separation from servicmeans Employee’s cessation of employee status with the Company by reason of Employee’s death, resignation,
dismissal or other termination event and shall be deemed to occur at such time as the level of bona fide services Employee is to render as such an employee (or
as a non-employee consultant) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services Employee rendered as
an employee during the immediately preceding thirty-six (36) months (or such shorter period of time in which Employee has actually been in employee status
with the Company). Any such determination of Employee’s separation from service shall, however, be made in accordance with the applicable standards of
the Treasury Regulations issued under Section 409A of the Code.
(e) Code Section 409A Deferral Period . Notwithstanding any provision in this Agreement to the contrary (other than Section 7(f) below), no
payment or distribution under this Agreement which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by
reason of Employee’s termination of employment with the Company will be made to Employee until Employee incurs a separation from service (as such term
is defined above and determined in accordance with Treasury Regulations issued under Section 409A of the Code) in connection with such termination of
employment. For purposes of this Agreement, each amount to be paid or benefit to be provided Employee shall be treated as a separate identified payment or