Juno 2013 Annual Report Download - page 268

3. Payment of Accrued Obligations; Cash Payments; Equity Treatment .
(a) Accrued Obligations. Upon the Separation Date, the Company will pay Executive the Accrued Obligations pursuant to the
Employment Agreement.
(b) Benefit Plans. All of Executive’s benefits under the Company’s or its affiliates’ employee benefit plans and arrangements shall
terminate effective as of the Separation Date, except as provided herein and except for any benefits under such plans or arrangements that may provide for later
termination in accordance with the provisions of such plan or arrangement.
(c) COBRA. Executive shall retain any rights he may have under the federal Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”), or any similar state law, to elect continuation of certain healthcare coverage after the Separation Date.
(d) Cash Payments. In consideration of Executive’s agreements and covenants contained herein, the Company shall pay Executive a
cash bonus equal to the greater of (i) Executive’s target annual bonus for 2013 ( i.e., not less than 85% of $420,000, or $357,000) or (ii) the annual bonus for
2013 which would be due to Executive based on actual performance, which amount shall be paid no later than the date on which bonuses with respect to 2013
are paid to the Company’s executives. On the Separation Date, the Company shall reimburse Executive for up to $25,000 in legal fees and expenses incurred
in connection with this Agreement. In consideration of Executive’s agreements and covenants contained herein, and provided that Executive has executed
within twenty-one (21) days following, but not before, the Separation Date, and does not revoke within seven (7) days after such execution, the General Release
and Agreement in the form attached hereto as Exhibit B (the “Release”; and the date on which the Release becomes irrevocable, the “ Release Effectiveness
Date”), and so long as Executive is not in violation of the terms of the Employment Agreement which survive as set forth herein and listed in Section 4 below,
this Agreement or the Consulting Agreement as of the Release Effectiveness Date, the Company shall pay to Executive, on the Release Effectiveness Date, a
lump sum cash severance payment equal to ten (10) months of his annual base salary, or $350,000 (the “ Severance Payment”).
(e) Equity Treatment. In consideration of Executive’s agreements and covenants contained herein, and so long as Executive is not in
violation of the terms of the Employment Agreement which survive as set forth herein and listed in Section 4 below, this Agreement or the Consulting
Agreement as of the Release Effectiveness Date, Executive’s outstanding equity awards shall be treated as follows:
(i) 29,677 restricted stock units which would have vested on February 15, 2015 shall vest and be settled as of the Release Effectiveness
Date; and
(ii) 19,202 restricted stock units which would have vested on February 15, 2016 shall vest and be settled as of the Release Effectiveness
Date.
As of the Separation Date, assuming no prior option exercise, Executive will hold a vested option to acquire 26,185 shares of Company stock, which option
was granted as of February 15, 2011 (the “Option”). The Option shall remain exercisable until the earlier of (i) the date which is 90 days following the
termination of the Consulting Period (as defined in the Consulting Agreement) or (ii) the final date of the term of such option. Executive acknowledges that the
Option, together with the restricted stock units set forth above, represent the only equity awards with respect to Company stock held by Executive.
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