Juno 2013 Annual Report Download - page 239

(i) Any payments or benefits which become due and payable to Employee during the period beginning with the date of
Employee’s separation from service and ending on March 15 of the following calendar year and otherwise qualify for the short-term deferral
exception to Code Section 409A shall not be subject to the holdback provisions of Section 7(e) and shall accordingly be paid as and when
they become due and payable under this Agreement in accordance with such short-term deferral exception to Code Section 409A.
(ii) The remaining portion of the payments and benefits to which Employee becomes entitled under this Agreement, to the
extent they do not in the aggregate exceed the dollar limit described below and are otherwise scheduled to be paid no later than the last day of
the second calendar year following the calendar year in which Employee’s separation from service occurs, shall not be subject to the
holdback provisions of Section 7(e) and shall be paid to Employee as they become due and payable under this Agreement. For purposes of
this subparagraph (ii), the applicable dollar limitation will be equal to two times the of (i) Employee’s annualized compensation
(based on Employee’s annual rate of pay for the calendar year preceding the calendar year of Employee’s separation from service, adjusted
to reflect any increase during that calendar year which was expected to continue indefinitely had such separation from service not occurred)
or (ii) the compensation limit under Section 401(a)(17) of the Code as in effect in the year of such separation from service. To the extent the
portion of the severance payments and benefits to which Employee would otherwise be entitled under this Agreement during the deferral
period under Section 7(e) exceeds the foregoing dollar limitation, such excess shall be paid in a lump sum upon the expiration of that
deferral period, in accordance with the deferred payment provisions of Section 7(e), and the remaining severance payments and benefits (if
any) shall be paid in accordance with the normal payment dates specified for them herein.
8. Withholding Taxes.
All forms of compensation payable pursuant to the terms this Agreement, whether payable in cash, shares of Common Stock or other property, are
subject to reduction to reflect the applicable withholding and payroll taxes.
9. Restrictive Covenants.
Until one (1) year after the termination of Employee’s employment with the Company, Employee will not, directly or indirectly, solicit or recruit for
employment, any person or persons who are employed by Company or any of its subsidiaries or affiliates, or who were so employed at any time within a
period of twelve (12) months immediately prior to the date Employee’s employment terminated, or otherwise interfere with the relationship between any such
person and the Company; nor will Employee assist anyone else in recruiting any such employee to work for another company or business or discuss with any
such person his or her leaving the employ of the Company or engaging in a business activity in competition with the Company. Notwithstanding the
foregoing, if Employee and the Company enter into any restrictive covenant agreement, the terms of which conflict with this Section 9, the terms of such
agreement shall govern. Employee hereby agrees to enter into an Employee Proprietary Information and Inventions Agreement with the Company on or prior to
the Effective Date, which agreement shall be in substantially the form attached hereto as Appendix A.
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