Juno 2013 Annual Report Download - page 240

10. Deferred Compensation Programs
Any compensation deferred by Employee pursuant to one or more non-qualified deferred compensation plans or arrangements of the Company
subject to Section 409A of the Code and not otherwise expressly addressed by the terms of this Agreement, shall be paid at such time and in such form of
payment as set forth in each applicable plan or arrangement governing the payment of any such deferred amounts.
11. Clawback.
Any amounts paid or payable to Employee pursuant to this Agreement or the Company’s equity or compensation plans shall be subject to recovery or
clawback to the extent required by any applicable law or any applicable securities exchange listing standards.
12. Entire Agreement/Construction of Terms.
(a) This Agreement, together with any Company handbooks and policies in effect from time to time and the applicable stock plans and
agreements evidencing the equity awards made to Employee from time to time during Employee’s period of employment, contains all of the terms of
Employee’s employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between Employee and the
Company. The Company shall reimburse Employee’s attorney for up to $20,000 in fees associated with the negotiation of this Agreement.
(b) If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to conflict with any federal, state or local
law, or to be otherwise invalid or unenforceable, such provision shall be construed or modified in a manner so as to maximize its enforceability while giving
the greatest effect as possible to the intent of the parties. To the extent any provision cannot be construed or modified to be enforceable, such provision will be
deemed to be eliminated from this Agreement and of no force or effect, and the remainder of this Agreement will otherwise remain in full force and effect and be
construed as if such portion had not been included in this Agreement.
(c) This Agreement is not assignable by Employee. This Agreement may be assigned by the Company to its subsidiaries or affiliates or to
successors in interest to the Company or its lines of business.
(d) The severance payments and benefits under this Agreement are intended, where possible, to comply with the “short term deferral exception”
and the “involuntary separation pay exception” to Code Section 409A. Accordingly, the provisions of this Agreement applicable to the Separation Payment and
the accelerated vesting of Employee’s equity awards and the issuance of shares of Common Stock thereunder and the determination of Employee’s separation
from service due to termination of Employee’s employment without cause or Employee’s resignation for good reason shall be applied, construed and
administered so that those payments and benefits qualify for one or both of those exceptions, to the maximum extent allowable. However, to the extent any
payment or benefit to which Employee becomes entitled under this Agreement is deemed to constitute an item of deferred compensation subject to the
requirements of Code Section 409A, the provisions of this Agreement applicable to that payment or benefit shall be applied, construed and administered so
that such payment or benefit is made or provided in compliance with the applicable requirements of Code Section 409A. In addition, should there arise any
ambiguity as to whether any other provisions of this Agreement would contravene one or more applicable requirements or limitations of Code Section 409A and
the Treasury Regulations thereunder, such provisions shall be interpreted, administered and applied in a manner that complies with the applicable
requirements of Code Section 409A and the Treasury Regulations thereunder.
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