Juno 2013 Annual Report Download - page 297

5. Expenses. Upon presentation of documentation reasonably and typically acceptable to the Company, with a copy to the Company officer
charged with expense review for the Company, the Company shall reimburse Consultant for all reasonable expenses incurred by Consultant in connection with
the performance of the Consulting Services (“Expenses”) in accordance with the Company’s expense reimbursement policy in effect from time to time.
Consultant agrees to obtain Company’s prior written approval for travel expenses or out of pocket expense items expected to exceed $250.00.
6. Termination of Consulting Period.
6.1 Termination of Consulting Period. Notwithstanding any other provision hereof, the Consulting Period and Consultant ’s services
as a consultant hereunder shall terminate, and, except as otherwise specifically provided herein, this Agreement shall terminate on the earliest to occur of the
following dates:
(a) the date of Consultant’s death;
(b) the date Consultant is determined to be Disabled;
(c) the date the Panel specifies in its determination pursuant to Section 3 hereof that a Breach has occurred and the
Consulting Period is terminated; or
(d) the expiration date of the Consulting Period.
For purposes of this Agreement, “ Disability” shall mean Consultant’s inability to engage in any substantial activity necessary to perform his duties and
responsibilities hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has
lasted, or can be expected to last, for a continuous period of not less than three (3) months, as determined in the reasonable discretion of the Company.
6.2 Payment of Expenses Upon Termination. Upon termination of the Consulting Period for any reason, the Company shall pay or
provide to Consultant (or his estate, as the case may be), within ten (10) days after the Date of Termination, any incurred but unpaid or unreimbursed
Expenses.
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.
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