Juno 2013 Annual Report Download - page 296

from 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 then-current employment, if any, so as to permit Consultant to fulfill the
requirements of and not interfere with any such 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 new employer, if any. Absent extraordinary circumstances, the Company
acknowledges that the services rendered by Consultant need not be rendered on Company premises. For purposes of this Agreement, “ Multistate Investigation”
shall mean the investigation of the Company by the Attorneys General of multiple jurisdictions regarding certain post-transaction sales practices of FTD.COM
Inc. and Classmates Online, Inc., renamed Memory Lane, Inc., as described in more detail in the Company’s public filings.
3. Equity Vesting. Consultant shall be provided with the equity vesting (the “ Equity Vesting”) set forth in Section 3(e) of the Transition and
Separation Agreement entered into as of the date hereof (the “ Separation Agreement”); provided, however, that if Executive 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 ten (10) 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 Equity Vesting shall occur; (b) any unvested equity awards held by
Consultant shall be forfeited; (c) Consultant shall have no further rights with respect to such awards; and (d) 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”), the delivery of shares pursuant to Section 3(e) of the Separation Agreement in settlement of restricted stock units shall be suspended. If the Panel
determines that there was a Breach, then all such undelivered shares shall be forfeited by Consultant. If the Panel determines that there was not a Breach, then
all such shares shall be delivered to Consultant within ten (10) days following the Determination Date, but in no event later than December 31, 2014. 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 receive the Equity Vesting as if the Consulting Period had continued through June 30, 2014.
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 continuation of certain
healthcare benefits coverage after the Effective Date under the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA”), or
any similar state law.
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