Juno 2013 Annual Report Download - page 292

(h) 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 Restrictive Covenants . The Parties agree that the Employment Agreement
shall terminate and be of no further effect, effective as of the Separation Date, except as set forth in Section 14 of the Employment Agreement.
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 August 15, 2009 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.
6. Cooperation Following Separation Date. Following the Separation Date, in addition to the obligations set forth in the Consulting
Agreement, Executive agrees to cooperate and assist the Company so as to aid the Company in connection with de minimis informational requests relating to
Executive’s employment by the Company or about which Executive is knowledgeable, provided that the Company will make reasonable efforts not to furnish
Executive with material non-public information which would preclude Executive from trading in the stock of the Company or FTD Companies, Inc. without
advance notice and discussion with Executive.
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