Juno 2015 Annual Report Download - page 45

Table of Contents

The following table provides information as of December 31, 2015 with respect to the shares of our common stock that may be issued under our
existing equity compensation plans:


 




 



 






Equity Compensation Plans Approved by
Stockholders(1) 1,241,917(4) $ 12.58 17,173,931(6)(7)
Equity Compensation Plans Not Approved by
Stockholders(2) 2,618 $ 24.62 —(7)
Total 1,244,535 $ 12.61 17,173,931
(1) Consists of the 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”), the 2001 Stock Incentive Plan (the “2001 Plan”) and the 2010 Employee Stock Purchase Plan, effective as of
November 1, 2013, as amended (the “2010 ESPP”).
(2) Consists of the 2001 Supplemental Stock Incentive Plan, as amended and restated (the “2001 Supplemental Plan”).
(3) This column reflects the aggregate number of shares of our common stock to be issued upon the exercise of options and the vesting of restricted
stock units outstanding as of December 31, 2015.
(4) Excludes purchase rights outstanding under the 2010 ESPP. Under the 2010 ESPP, each eligible employee may purchase up to 1,963 shares of our
common stock at semi-annual intervals on the last business day of April and October each year at a purchase price per share equal to 85% of the
lower of (i) the closing selling price per share of common stock on the employee’s entry date into the two-year offering period in which that semi-
annual purchase date occurs or (ii) the closing selling price per share on the purchase date.
(5) The calculation in this column does not take into account 401,701 shares of our common stock underlying outstanding restricted stock units as of
December 31, 2015. Such shares will be issued at the time the restricted stock units vest, without any cash consideration payable for those shares
(6) As of December 31, 2015, 16,138,251 shares of our common stock remained available for issuance under the 2010 Incentive Compensation Plan and
1,035,680 shares of our common stock remained available for issuance under the 2010 ESPP. The shares available for issuance under the 2010
Incentive Compensation Plan may be issued upon the exercise of stock options or stock appreciation rights granted under such plan, or those shares
may be issued through direct stock issuances or pursuant to restricted stock awards or restricted stock units which vest upon the attainment of
prescribed performance milestones or the completion of designated service periods. Shares may also be issued as a bonus for services rendered to the
Company, without any cash payment required from the recipient.
(7) To the extent awards outstanding under the 2001 Supplemental Plan, on or after December 31, 2009, are subsequently canceled, forfeited or expire
without the issuance of the underlying shares of our common stock, then those shares will be automatically transferred to the 2010 Incentive
Compensation Plan and increase the number of shares of our common stock available for issuance thereunder. No further awards were able to be
made under the 2001 Supplemental Plan after May 26, 2010.


Pursuant to our Code of Ethics, without full disclosure and prior written approval, our executive officers and directors are not permitted to make any
investment, accept any position or benefits, participate in any transaction or business arrangement or otherwise act in a manner that creates or appears to
create a conflict of interest. Our executive officers and directors are required to make such disclosure to, and receive the prior written approval of, our General
Counsel and the Chair of the Audit Committee, or such other individual or committee of the Board of Directors as may be designated by the Board of
Directors with respect to any related-party transactions. A current copy of the Code of Ethics is available on our corporate website (www.unitedonline.com)
under “Investors.” In addition, each year, our directors and executive officers are required to complete Director and Officer Questionnaires that, among other
things, identify any potential related-party transactions. Our Board of Directors determines, on an annual basis, which members of our Board meet the
definition of an independent director as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules.
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