Juno 2013 Annual Report Download - page 273

service” for purposes of Section 409A shall be the Effective Date. In structuring the level and timing of the services to be provided hereunder, the Company
shall be mindful of, and coordinate with, the requirements of Consultant’s travel and/or Consultant’s then-current employment, if any, so as to permit
Consultant to fulfill the requirements of and not interfere with any such travel or employment, and Consultant may reasonably postpone the time for rendering
services requested by the Company when necessary in order to accommodate the needs of Consultant’s travel and/or Consultant’s new employer, if any;
provided, however, that Consultant has provided reasonable notice of such travel and/or employment to the Company. Absent extraordinary circumstances,
the Company acknowledges that the services rendered by Consultant need not be rendered on Company premises. During the Consulting Period, Consultant
shall comply with all applicable policies of the Company with which he has been provided, including but not limited to any policies relating to insider trading,
conduct/ethics and finance operations.
3. Consulting Payments. As compensation for his services hereunder, and subject to the terms of this Agreement, Consultant shall be paid,
during the Consulting Period, an aggregate amount equal to two (2) months of his annual base salary in effect as of the date hereof, which amounts shall be
paid in equal monthly installments; provided, however, that if he shall be in material breach of the terms of this Agreement or the Separation Agreement (as
determined by a three-member arbitration panel comprised of two party-appointed arbitrators who will then select the third member of the panel (collectively,
the “Panel”)) after Consultant is provided written notice of such breach and a twenty-one (21) day period to cure such breach, if such breach is amenable to
cure), then effective as of the date the Panel specifies in its written determination that such breach occurred and was not timely cured (such uncured material
breach, a “Breach”): (a) no further payments shall be made under this Section 3; and (b) the Consulting Period shall terminate. Between the date of written
notice of alleged breach and the date on which the Panel issues its written determination as to whether there was a Breach (the “ Determination Date”), amounts
which would otherwise have been paid pursuant to this Section 3 during such period shall instead be deposited with the neutral arbitrator described above, to
be paid to Consultant or returned to the Company, as the case may be, within seven (7) days following the Determination Date. Upon termination of the
Consulting Period due to death or Disability (as defined below), then so long as Consultant is not then in Breach of this Agreement or the Separation Agreement
(as determined in accordance with the process set forth in the foregoing provisions of this Section 3), Consultant (or Consultant’s estate, as the case may be)
shall be entitled to continue to receive any remaining payments under this Section 3 as if the Consulting Period had continued through the date which is two
months following the Effective Date.
4. Other Compensation and Benefits. Other than as specifically set forth in Section 3 of this Agreement, Consultant shall not be entitled
during the Consulting Period to, and shall make no claim to, rights or fringe benefits afforded generally to the Company’s employees, including health
insurance, disability or unemployment insurance, workers’ compensation insurance, pension and retirement, profit-sharing, or any other policy or plan
applicable to employees of the Company; provided, however, that nothing herein shall adversely affect Consultant’s right to (a) receive his vested benefits
under any such plan maintained by the Company in respect of his prior services as an employee of the Company; or (b) elect
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