Juno 2013 Annual Report Download - page 291

(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) 2013 Bonus. In consideration of Executive’s agreements and covenants contained herein, so long as Executive is not in violation
of the terms of the Employment Agreement, this Agreement or the Consulting Agreement, the Company shall pay to Executive a cash bonus equal to the greater
of (i) Executive’s target annual bonus for 2013 (i.e., not less than 85% of $387,500 or $329,375) or (ii) the annual bonus for 2013 which would be due to
Executive based on actual performance, no later than January 24, 2014. On the same date, the Company shall reimburse Executive for up to $25,000 in legal
fees and expenses incurred in connection with this Agreement.
(e) Equity Treatment. 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 so long as Executive is not in violation of the terms of the
Employment Agreement which survive by virtue of Section 14 thereof, this Agreement or the Consulting Agreement as of each date below, Executive’s
outstanding equity awards shall be treated as follows, subject to the terms of Section 3 of the Consulting Agreement:
(i) 30,549 options to acquire Company stock which would have vested on February 15, 2014 shall vest as of February 15, 2014;
(ii) 29,676 restricted stock units with respect to Company stock which would have vested on February 15, 2014 shall vest and be settled as
of February 15, 2014;
(iii) 9,892 restricted stock units which would have vested on February 15, 2015 shall vest and be settled as of April 30, 2014;
(iv) 9,892 restricted stock units which would have vested on February 15, 2015 shall vest and be settled as of May 30, 2014; and
(v) 9,893 restricted stock units which would have vested on February 15, 2015 shall vest and be settled as of June 30, 2014.
Any options to acquire Company stock which are vested as of the Separation Date or become vested due to the foregoing provisions of this Section 3(e) 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. Any restricted stock units held by Executive and not referenced above shall remain outstanding through July
15, 2014, at which point they shall terminate and be of no further force or effect, unless alternative treatment for such restricted stock units shall have been
determined on or prior to July 15, 2014.
(f) 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.
(g) 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.
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