Juno 2013 Annual Report Download - page 269

(g) Consulting Agreement. In further consideration of Executive’s agreements and covenants contained herein, the Company and
Executive are entering into the Consulting Agreement, which Consulting Agreement shall become effective as of the Separation Date.
(h) Taxes. Tax withholding upon the vesting and settlement of restricted stock units pursuant to Section 3(e) hereof shall be
accomplished via the “Share Withholding Method,” as defined in the agreements evidencing the grant of such restricted stock units, which the Company
agrees to keep available to Executive unless prohibited by law, and on the assumption that the Company has withholding obligations with respect to such
settlement even though Executive will no longer be an employee of the Company at such time. All cash payments hereunder shall be subject to any required tax
withholdings.
(i) Section 409A of the Internal Revenue Code . This Agreement is intended to comply with, or otherwise be exempt from,
Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder (“ Section 409A”). Notwithstanding
any provision to the contrary in this Agreement, no payment or distribution under this Agreement that constitutes an item of deferred compensation under
Section 409A, and becomes payable by reason of Executive’s termination of employment with the Company will be made to Executive unless Executive’s
termination of employment constitutes a “separation from service” (as the term is defined Section 409A) solely to the extent required to avoid accelerated
taxation or tax penalties in respect of such amounts. The parties acknowledge that the level of services which are required under the Consulting Agreement are
such that the date of Executive’s separation from service for purposes of Section 409A shall be the Separation Date. For purposes of this Agreement, each
amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. It is intended that this Agreement
shall comply with the provisions of Section 409A so as not to subject Executive to the payment of additional taxes and interest under Section 409A. In
furtherance of this intent, the Agreement shall be interpreted, operated, and administered, and payments hereunder reported, in a manner consistent with these
intentions. To the extent that any reimbursable expenses hereunder are deemed to constitute compensation to Executive, such expenses shall be paid or
reimbursed promptly, but not later than by December 31 of the year following the year in which such expenses were incurred. The amount of such expenses
eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive’s
right to reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
4. Termination of Employment Agreement; Survival of Certain Provisions . The Parties agree that the Employment Agreement shall
terminate and be of no further effect, effective as of the Separation Date, except as to Sections 5, 8, 9, 10, 11, 12(a), 12(b), 12(c), 13 and 14 thereof.
5. No Additional Obligations. The Company shall not be obligated to pay any other sums to Executive or to provide any other
benefits to Executive after the Separation Date, except (i) as set forth in this Agreement, the Consulting Agreement or the Release; and (ii) for reimbursement of
business expenses in accordance with Company policy and for claims or rights to indemnification arising under the charter or by-laws of the Company
(and/or its affiliates) or under that certain Indemnification Agreement dated July 23, 2002 between the Company and the Executive, or any rights arising from
the director and officer insurance policy or policies of the Company, or any claims that, as a matter of applicable law, are not waivable or otherwise subject to
release, all of which shall survive the termination of Executive’s employment with the Company, the expiration or termination of the Employment Agreement,
this Agreement and/or the Consulting Agreement, and the effectiveness of the Release.
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