Juno 2013 Annual Report Download - page 275

7. Independent Contractor Status. The Company and Consultant each acknowledge and agree that, following the Effective Date, Consultant
shall serve as an independent contractor and not as an employee of the Company. The Company and Consultant hereby covenant with one another to treat the
engagement of Consultant as that of an independent contractor, and not an employee, for all purposes.
7.1 Exercise of Independent Judgment. Consultant is engaged by the Company to exercise his own independent and professional
judgment in performing the services pursuant to this Agreement. Consultant, in his sole discretion, will determine the manner, means, details and methods
used in performing the services.
7.2 Inability to Bind the Company. Consultant shall not have any right or authority to assume or create any obligation or
responsibility, express or implied, on behalf of or in the name of the Company, or to bind the Company in any manner, except as may be authorized in writing
by a duly authorized officer or manager of the Company, and shall not make any contrary representation to any third party.
7.3 Responsibility for Taxes. Consultant shall be issued a tax form 1099 by the Company, which reflects the applicable amount of
any taxable payments received by Consultant in respect of his consulting services hereunder. There shall be no withholding or deduction from any amounts
payable for such services, and Consultant shall be solely responsible for the payment of any federal, state, local or other taxes. Furthermore, Consultant
agrees, upon the request of the Company, to provide any reasonable assistance to the Company required to demonstrate that Consultant’s services under this
Agreement qualified as services by an independent contractor and that all appropriate taxes with respect to any amounts paid hereunder have been paid.
8. Section 409A of the Internal Revenue Code; Delay of Payments . The terms of this Agreement have been designed to comply with or be
exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder (
“Section 409A”), where applicable, and shall be interpreted and administered in a manner consistent with such intent. To the extent required to avoid an
accelerated or additional tax under Section 409A, amounts reimbursable to Consultant under this Agreement shall be paid to Consultant on or before the last
day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement during any one year may not affect
amounts reimbursable or provided in any subsequent year.
9. Notices. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in
accordance with the notice provisions of the Separation Agreement.
10. Assignment; Binding Effect. Consultant may not assign his rights or delegate his
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