Juno 2015 Annual Report Download - page 35

Table of Contents
The independent Chairperson of the Board receives an annual retainer fee in the aggregate amount of $100,000, of which $75,000 will be payable in
cash and $25,000 will be payable in the form of an automatic grant of restricted stock units covering shares of the Company’s common stock, generally made
on January 2 of each year. For the 2015 calendar year, the restricted stock unit award was granted on January 2, 2015, with an aggregate value of $24,988.
The shares subject to those units vested and became issuable upon Mr. Phanstiel’s continuation in Board service through December 31, 2015.
 Under our 2010 Incentive Compensation Plan, as amended and restated as of June 13, 2013 and as amended as of April 23, 2015
(the “2010 Incentive Compensation Plan”), non-employee directors may receive option grants, restricted stock or restricted stock unit awards and other
equity incentives in connection with their service on the Board.
Effective as of January 2, 2015, the Board made a restricted stock unit award with a grant-date fair value of $24,988 to Howard Phanstiel. This award
constituted the equity award component of the annual retainer fee for the independent Chairperson of the Board, which has an aggregate value of $24,988
based on the per-share closing price of the common stock on January 2, 2015. The number of shares of our common stock subject to the restricted stock unit
award was determined by dividing $25,000 by the $14.69 fair market value per share of our common stock on the effective date of the award. As a result,
Mr. Phanstiel received a restricted stock unit award covering 1,701 shares of our common stock. The shares subject to those units vested and became issuable
upon Mr. Phanstiel’s continuation in Board service through December 31, 2015. However, had Mr. Phanstiel voluntarily ceased such Board service prior to
such vesting date, then he would have vested in the number of shares of our common stock in which he would have been vested as of the termination date
had such units vested in successive equal monthly installments between January 2, 2015, the vesting commencement date, and December 31, 2015, the
scheduled vesting date, and the remaining units would have been canceled. In the event of a change in control, the shares subject to the units would have
vested in full and would have become immediately issuable.
Effective as of February 23, 2015, the Board made a restricted stock unit award with a grant-date fair value of $29,986 to each non-employee
director. The number of shares of our common stock covered by each such restricted stock unit award was determined by dividing $30,000 by $15.26, which
represents the fair market value per share of our common stock on the effective date of the award. As a result, each such director received a restricted stock
unit award covering 1,965 shares of our common stock. The shares subject to those units vested and became issuable upon the non-employee director’s
continuation in Board service through June 5, 2015. However, had the director voluntarily ceased Board service prior to the vesting of such units, then that
director would have vested in the number of shares of our common stock in which he or she would have been vested as of such termination date had the units
vested in successive equal monthly installments between February 23, 2015, the vesting commencement date, and June 5, 2015, the scheduled vesting date,
and the remaining units would have been canceled. In the event of a change in control, the shares subject to the units would have vested in full and would
have become immediately issuable.
Effective as of June 5, 2015, the Board made a restricted stock unit award with a grant-date fair value of $119,990 to each non-employee director.
The number of shares of our common stock covered by each such restricted stock unit award was determined by dividing $120,000 by $16.81, which
represents the fair market value per share of our common stock on the effective date of the award. As a result, each such director received a restricted stock
unit award covering 7,138 shares of our common stock. The shares subject to those units will vest and become issuable upon his or her continuation in Board
service through the date of the 2016 annual stockholders meeting. However, should the director voluntarily cease Board service prior to the vesting of such
units, then that director will vest in the number of shares of our common stock in which he or she would have been vested as of such termination date had the
units vested in successive equal monthly installments between the vesting commencement date (June 5, 2015), and the scheduled vesting date, and the
remaining units will be canceled. In the event of a change in control, the shares subject to the units will vest in full and become immediately issuable.
Effective as of January 11, 2016, the Board made a restricted stock unit award with a grant-date fair value of $24,991 to Howard Phanstiel. This
award constituted the equity award component of the annual retainer fee for the independent Chairperson of the Board, which has an aggregate value of
$24,991 based on the per-share closing price of the common stock on January 11, 2016. The number of shares of our common stock subject to the restricted
stock unit award was determined by dividing $25,000 by the $10.99 fair market value per share of our common stock on the effective date of the award. As a
result, Mr. Phanstiel received a restricted stock unit award covering 2,274 shares of our common stock. The shares subject to those units will vest and become
issuable upon his continuation in Board service through January 11, 2017. However, should Mr. Phanstiel voluntarily cease such Board service prior to such
vesting date, then he will vest in the number of shares of our common stock in which he would have been vested as of the termination date had such units
vested in successive equal monthly installments between January 11, 2016, the vesting commencement date, and January 11, 2017, the scheduled vesting
date, and the remaining units will be canceled. In the event of a change in control, the shares subject to the units will vest in full and become immediately
issuable.
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