Juno 2013 Annual Report Download - page 255

revocation of a general release of claims in a form provided by the Company, you will be eligible to receive a pro-rated bonus for the fiscal year in which such
termination occurs based on the level at which the applicable performance goals for such fiscal year are in fact attained, multiplied by a fraction, the
numerator of which is the number of whole months you were employed by the Company during such fiscal year and the denominator of which is twelve (12),
with such pro-rated bonus (if any) to be paid at the same time and in the same form that the bonus payment for such fiscal year would have been made
following completion of that fiscal year had you remained in the Company’s employ through the payment date (such bonus, the “ Pro Rata Bonus”).
For purposes of this letter, “Cause” means one or more of the following: (i) if you are convicted of, or enter into a plea of nolo contendere to, a felony or a
misdemeanor involving any act of moral turpitude; (ii) if you commit an act of actual fraud, embezzlement, theft or similar dishonesty against the Company
or any of its subsidiaries; (iii) if you commit any willful misconduct or gross negligence resulting in material harm to the Company or any of its subsidiaries;
or (iv) if you fail, 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
your reasonable good faith efforts to follow the reasonable and lawful direction of the Board and to perform your obligations hereunder.
For purposes of this letter, “Good Reason” means (i) a material reduction in your base salary without your prior written consent; (ii) a material reduction in
your authority, duties or responsibilities, without your prior written consent; (iii) a material change in the geographic location at which you must perform
services, as set forth in the third paragraph of this letter, without your prior written consent (it being acknowledged that the travel requirements set forth in that
paragraph do not constitute Good Reason) 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, you will not be deemed to have resigned for Good Reason unless (A) you provide 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) you effectively terminate your employment within one hundred eighty (180) days
following the occurrence of the non-cured clause (i) - (iv) event.
For purposes of this letter, “Disability” means your inability to engage in any substantial activity necessary to perform your duties and responsibilities
hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than twelve (12) months.
You will be eligible for any change in control policy or benefits which may be established from time to time by the Board following the date of this letter, as
generally provided to other senior executives of the Company below the level of Chief Executive Officer or as provided to any one or more such senior
executives hired after the date of this letter, based on the terms of such policy or provisions (including but not limited to
any requirement to provide a release of claims); provided, however, that the severance payment to be made to you upon a termination of your employment by
the Company without Cause or by you for Good Reason pursuant to the change in control policy or provisions shall be not less than the sum of (a) the
Separation Payment and (b) the Pro Rata Bonus in your first year of employment, and thereafter shall not be less than the sum of (a) two (2) times your salary
at the time of termination, (b) any earned but unpaid bonus for the fiscal year preceding the year of termination; and (c) your annual target bonus for the year
in which such termination occurs; and provided further, however, that any unvested Stock Options and RSUs shall vest upon such termination.
Withholding Taxes
All forms of compensation payable to you by the Company, whether in cash, common stock or other property, are subject to reduction to reflect applicable
withholding and payroll taxes.
Restrictive Covenants
Until one year after the termination of your employment with the Company, you agree not to, 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 your employment terminated, or otherwise interfere with the relationship between any such person and the Company; nor
will you 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.
Clawback
Any amounts paid or payable to you pursuant to this letter or the Company’s equity or compensation plans will be subject to recovery or clawback to the
extent required by any applicable law or any applicable securities exchange listing standards.
Section 409A Compliance
The intent of the parties is that payments and benefits described in this letter comply with Section 409A and accordingly, to the maximum extent permitted,
this letter will be interpreted in compliance therewith. You will not be considered to have terminated employment with the Company for purposes of any
payments which are subject to Section 409A unless you have incurred a “separation from service” from the Company within the meaning of Section 409A.
Should the 60-day period referred to in the “At Will Employment” section above span two taxable years, then to the extent necessary to comply with
Section 409A, the first monthly severance payment installment will be paid during the portion of that period that occurs in the second taxable year. Any equity
award which vests on an accelerated basis based on termination of employment will be