Juno 2013 Annual Report Download - page 238

benefit for purposes of Section 409A of the Code. In addition, no payment or benefit which constitutes an item of deferred compensation under Section 409A
of the Code and becomes payable by reason of Employee’s separation from service will be made to Employee prior to the earlier of (i) the first day of the
seventh (7th) month measured from the date of such separation from service or (ii) the date of Employee’s death, if Employee is deemed at the time of such
separation from service to be a “specified employee” (as determined pursuant to Code Section 409A and the Treasury Regulations thereunder) and such
delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable
deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have otherwise been payable in a single sum or in
installments in the absence of such deferral) shall be paid or provided to Employee in a lump sum on the first day of the seventh (7th) month after the date of
Employee’s separation from service or, if earlier, the first day of the month immediately following the date the Company receives proof of Employee’s death.
Any remaining payments or benefits due under this Agreement will be paid in accordance with the normal payment dates specified herein.
(f) Provisions Applicable to “Specified Employee ”. Notwithstanding Section 7(e) above, the following provisions shall also be applicable
to Employee if Employee is a “specified employee” at the time of Employee’s separation of service:
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