Juno 2014 Annual Report Download - page 152

8. I understand and agree that this Release shall not be construed at any time as an admission of liability or wrongdoing by either myself or the Company.
9. I agree not to disparage the Company, any of its officers, directors and employees, and any shareholders and agents who I know to be shareholders or
agents of the Company, in any manner likely to be harmful to its or their business, business reputation, or personal reputation; and the current Chief
Executive Officer shall not disparage me in any manner likely to be harmful to my business or personal reputations; provided, however, that either party will
respond accurately and fully to any question, inquiry or request for information when required by legal process.
10. If any one or more of the provisions contained in this Release is, for any reason, held to be unenforceable, that holding will not affect any other provision
of this Release, and this Release shall then be construed as if the unenforceable provisions had never been contained in the Release.
11. I acknowledge that I have obtained sufficient information to intelligently exercise my own judgment regarding the terms of this Release before
executing this Release. I understand that I may discuss this Release with an attorney of my choosing before signing this Release.
12. I acknowledge that this Release was delivered to me in final form on January 5—, 2015 (the “Release Delivery Date”) and that I have been given a
minimum of twenty-one (21) days from the Release Delivery Date in which to review and consider it. I understand and acknowledge that the Company has
advised me to obtain advice concerning this Release from an attorney of my choice before signing this Release. I further represent that I have had sufficient
time to review and consider the terms of this Release. I represent that if I execute this Release before the twenty-one (21)-day review/consideration period has
elapsed, I do so voluntarily, and that I voluntarily waive any remaining review/consideration period.
13. I understand that the Separation Benefits are intended to satisfy the exemptions from application of Section 409A of the Internal Revenue Code of 1986,
as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury
Regulations Section 1.409A-1(b)(4) and 1.409A-1(b)(5) and this Release will be construed to the greatest extent possible as consistent with those provisions
(and any ambiguities herein shall be interpreted accordingly). To the extent not so exempt, this Release will be construed in a manner that complies with
Section 409A, and incorporates by reference all required definitions and payment terms. However, if such exemptions are not available and I am, upon my
Separation Date, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under
Section 409A, I understand that the timing of the payment of the Separation Benefit shall be delayed until the earlier of (i) six (6) months and one day after
my separation from service under Section 409A, or (ii) my death. If the Separation Benefits are not covered by one or more exemptions from the application
of Section 409A and the First Release Effective Date or the Second Release Effective Date, as applicable, could become effective in the calendar year
following the calendar year in which my separation from service under Section 409A occurs, this Release will not be deemed effective until the calendar year
following the calendar year in which my separation from service occurs.
14. I acknowledge that this Release shall be governed by and construed according to the laws of the State of California, without regard to its conflicts of law
principles. I also consent to the venue and jurisdiction of the state and federal courts located in Los Angeles, California in the event that the Company takes
legal action to enforce any of the terms of this Release.
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