Juno 2013 Annual Report Download - page 256

issued within the sixty (60)-day period following your “separation from service” within the meaning of Section 409A, so long as the release has become
effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that release; provided, however,
that should such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of that period that occurs in the second taxable
year; and provided further, however, that if a different issuance date is required for purposes of Section 409A, then the issuance shall occur on such different
date. Each amount to be paid or benefit to be provided under this letter will be construed as a separate identified payment for purposes of Section 409A.
Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or
additional tax under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this letter
during the six-month period immediately following your separation from service will instead be paid on the first business day after the date that is six months
following your separation from service. In no event will any expense be reimbursed later than the end of the calendar year following the calendar year in which
that expense is incurred, and the amounts reimbursed in any one calendar year will not affect the amounts reimbursable in any other calendar year. Your right
to receive such reimbursements may not be exchanged or liquidated for any other benefit.
Section 280G
If any payment or benefit received or to be received by you (including any payment or benefit received pursuant to this letter or otherwise) would be (in whole
or part) subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, or any successor provision thereto, or any similar tax imposed by
state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter
collectively referred to as the “Excise Tax”), then the cash payments provided to you under this letter will first be reduced, with each such payment to be
reduced pro-rata but without any change in the payment date and with the monthly installments of the Separation Payment to be the first such cash payments
so reduced, and then, if necessary, any other payments or benefits reduced, but only to the extent necessary to assure that you receive only the greater of (i) the
amount of those payments and benefits which would not constitute a parachute payment under Section 280G of the Internal Revenue Code or (ii) the amount
which yields you the greatest after-tax amount of benefits after taking into account any Excise Tax imposed on the payments and benefits provided to you
hereunder (or on any other payments or benefits to which you may become entitled in connection with any change in control or ownership of the Company or
the subsequent termination of your employment with the Company). Calculations required by this paragraph will be performed by a national accounting firm
mutually acceptable to you and the Company.