Juno 2015 Annual Report Download - page 25

Table of Contents
· for all participants in the Policy, any non-performance-based equity awards awarded (after February 19, 2015) under the Company’s equity-
based compensation plans shall be fully vested and exercisable. Equity awards awarded prior to February 19, 2015 are not subject to the Policy
and will be governed by the underlying terms of the award agreement; such awards include accelerated vesting under certain circumstances.
If any payment under the Policy would cause a participant to become subject to the excise tax imposed under Section 4999 of the Code, then the
payments and, if necessary, accelerated vesting of equity awards, will be reduced if such reduction would provide the participant with a greater after-tax
amount of benefits than retaining the payments in full. The Compensation Committee has currently designated the following individuals as participants
under the Policy: the Company’s Chief Financial Officer (Tier I), General Counsel (Tier I) and Chief Accounting Officer (Tier II). The Compensation
Committee has the authority to designate additional participants in the future. By accepting the benefits provided under the Policy, each participant agrees
that the benefits supersede any provisions relating to severance benefits provided under any employment or offer letter agreement to which such participant
is a party.
As of April 28, 2016, Mr. Zinser and Mr. Harrington are the only named executive officers who are participants in the Policy.
The Policy, our amended and restated severance benefit plan and our executive officers’ offer letters and employment agreements do not currently
provide for any tax “gross-up” or other reimbursement obligation in respect of “golden parachute” taxes under Sections 280G and 4999 of the Code.
The benefits and payments for which the named executive officers are eligible are described in greater detail under the “Employment Agreements
and Potential Payments upon Termination or Change in Control” section, which appears later in this Form 10-K/A.
Offer Letters, Employment Agreements and Separation Agreements
In October 2013, we entered into an employment agreement with Mr. Lobo in connection with our hiring him to serve as our new Chief Executive
Officer. Mr. Lobo departed the Company in November 2015. Mr. Lobo did not receive any severance benefits in connection with his departure.
In May 2014, we entered into an offer letter with Mr. Zinser in connection with our hiring him to serve as our new Chief Financial Officer.
In May 2014, we entered into an offer letter with Ms. Tsuda in connection with our hiring her to serve as our new Chief People Officer. In
November 2015, we entered into a General Release and Agreement with Ms. Tsuda in connection with her departure from the Company. On November 18,
2015, Ms. Tsuda entered into a General Release and Agreement with the company which contained a customary release of claims in favor of the company.
Pursuant to the General Release and Agreement, Ms. Tsuda received (a) a severance payment of $215,000; (b) a $4,000 payment in lieu of career
outplacement services; (c) the premium amount for three months of COBRA health benefits continuation coverage; and (d) accelerated vesting of stock
option awards covering 14,000 shares of company common stock and restricted stock unit awards covering 4,778 shares of company common stock.
In March 2015, we entered into an amended and restated offer letter with Mr. Fakiri in connection with his promotion to the position of Senior Vice
President and General Manager, Communications and MyPoints.
In July 2015, we entered into an offer letter with Mr. Harrington in connection with our hiring him to serve as our new Executive Vice President and
General Counsel.
In January 2016, we entered into an offer letter with Mr. Goldstein in connection with our hiring him to serve as our new Interim Chief Executive
Officer. The key provisions of his offer letter are as follows: (i) Mr. Goldstein’s employment will be “At Will” and it began on January 11, 2016, (ii) his base
salary is $55,000 per month (which is inclusive of bonus consideration) and is guaranteed unless he resigns or is terminated for cause by the Company prior
to the end of the six-month anniversary of his start date (the “Interim Period”), (iii) Mr. Goldstein is not eligible to participate in the Company’s bonus plan,
(iv) Mr. Goldstein received a one-time new hire grant of 45,495 restricted stock units, (v) the restricted stock units are scheduled to vest in full on July 11,
2016 and are subject to the terms of the Company’s 2010 Incentive Compensation Plan, as amended, and the applicable restricted stock unit award
agreement, and (vi) the restricted stock units will vest on an accelerated basis in the event (a) Mr. Goldstein is terminated without cause (subject to the
execution of a release agreement), (b) Mr. Goldstein dies or is disabled, or (c) a single acquirer (or a group working in concert) obtains beneficial ownership of
100% of the Company’s common stock. On April 26, 2016, the Company and Mr. Goldstein entered into an amendment to his offer letter (the
“Amendment”). The key provisions of the Amendment are as follows: (i) Mr. Goldstein’s employment continues to be “At Will”, (ii) his Interim Period of
employment is extended for an additional four (4) months and is scheduled to conclude on November 11, 2016, (iii) his base salary continues to be $55,000
per month (which is inclusive of bonus consideration) and is guaranteed unless he resigns or is terminated for cause by the Company prior to the end of the
Interim Period, and (iv) Mr. Goldstein will be entitled to a one-time payment of $250,000, payable on the earlier of (a) November 11, 2016, and (b) the date a
single acquirer (or a group working in concert) obtains beneficial ownership of 100% of the Company’s common stock. In addition, Mr. Goldstein is entitled
to the one-time payment of $250,000 if (subject to the execution of a release agreement) he is terminated without cause prior the date he would have
otherwise been entitled to the $250,000 payment. However, in no event, shall Mr. Goldstein be entitled to receive the $250,000 payment more than once.
The Company intends to file the Amendment with the Securities and Exchange Commission.
The offer letters and employment agreements and separation agreements with our named executive officers are summarized under the “Employment
Agreements and Potential Payments upon Termination or Change in Control” section, which appears elsewhere in this Form 10-K/A.
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