<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>WASHINGTON, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934 </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of Earliest Event Reported):
November&nbsp;13, 2013 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Juniper Networks, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD WIDTH="34%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="32%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-34501</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>770422528</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>1194 North Mathilda Avenue,</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Sunnyvale, California</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>94089</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (408)&nbsp;745-2000 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Former
name or former address, if changed since last report </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, Juniper Networks, Inc. (the &#147;Company&#148;) issued a press
release announcing that Shaygan Kheradpir, 52, has been appointed to serve as Chief Executive Officer of the Company, effective January&nbsp;1, 2014. Mr.&nbsp;Kheradpir will also be appointed to the Company&#146;s Board of Directors (the
&#147;Board&#148;). A copy of the press release is furnished as Exhibit 99.1 to this report. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There are no arrangements or understandings between
Mr.&nbsp;Kheradpir and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item&nbsp;404 (a)&nbsp;of Regulation S-K. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Kheradpir joins the Company from Barclays PLC where he has served as Chief Operations and Technology Officer since March 2013. Prior to his
appointment as Chief Operations and Technology Officer, beginning in January 2011, he was Chief Operating Officer of Barclays global retail business bank (RBB). From January 2007 to December 2010, Mr.&nbsp;Kheradpir served as the Executive Vice
President and Chief Information&nbsp;&amp; Technical Officer for Verizon Communications, where he was responsible for the information technology initiatives of all of Verizon&#146;s business units. Prior to this, Mr.&nbsp;Kheradpir was Senior Vice
President and Chief Information Officer for Verizon Telecom, with oversight of all information technology initiatives for the company&#146;s wireline communications unit. Mr.&nbsp;Kheradpir began his communications career with GTE in 1987.
Mr.&nbsp;Kheradpir was a member of the National Institute of Standards&nbsp;&amp; Technology VCAT (Visiting Committee on Advanced Technology), an adjunct professor of electrical engineering at Northeastern University, and holds several patents. He
was named to CIO magazine&#146;s Hall of Fame in 2007. Mr.&nbsp;Kheradpir holds a Bachelor&#146;s, Master&#146;s and Doctorate degree in electrical engineering from Cornell University. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Employment Offer Letter </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company and
Mr.&nbsp;Kheradpir entered into an employment offer letter dated October&nbsp;25, 2013 (the &#147;Agreement&#148;). The Agreement has no specified term, and Mr.&nbsp;Kheradpir&#146;s employment with the Company will be on an at-will basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following is a brief summary of the compensation elements of the Agreement and should be read in conjunction with the more detailed description that
follows: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="57%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="41%"></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Annual base salary</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">$1 million</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Annual cash incentive bonus target</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">$1.75 million</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Equity awards (with performance shares at target)</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">$6.75 million</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Buyout of existing incentives</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">$5 million in cash and $5 million in equity awards</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Additional equity incentive for stock price improvement</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">$15 million</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Relocation</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">Up to $275,000</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The material terms of the Agreement are summarized below. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Base Salary </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Kheradpir will receive an annual
base salary of $1,000,000, subject to annual review. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Annual Cash Incentive Bonus </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Commencing in 2014, Mr.&nbsp;Kheradpir will also be eligible for incentive compensation as a participant in the Company&#146;s Annual Incentive Bonus Plan for
its executive officers. Mr.&nbsp;Kheradpir&#146;s 2014 target incentive under the plan is 175% of base salary. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Equity Awards </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subject to grant by the Compensation Committee of the Board (the &#147;Compensation Committee&#148;), in February 2014, Mr.&nbsp;Kheradpir will receive equity
awards consisting of restricted stock units (RSUs) and performance shares having a total aggregate value of $6,750,000 with the allocation of value between RSUs and performance shares based on the same proportions used for awards made to the
Company&#146;s Grade 16 officers in February 2014. The conversion of such dollar values into shares will be based on the same per share price determined by the Compensation Committee for the equity awards made to other Section&nbsp;16 officers in
February 2014. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The RSUs will vest cumulatively over a period of three years as long as Mr.&nbsp;Kheradpir remains an employee of the Company, with 34%
vesting on the first anniversary of the grant date, 33% vesting on the second anniversary of the grant date and 33% vesting on the third anniversary of the grant date. All RSUs will be subject to the terms of the Company&#146;s 2006 Equity Incentive
Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The performance shares will vest based on achievement of specific performance objectives and subject to continued employment through the Vesting
Date (as defined below). The amount of performance shares earned (subject to vesting) will be based on the achievement of annual performance targets established for each applicable year. With respect to each year&#146;s performance,
Mr.&nbsp;Kheradpir can earn between zero and a specified maximum percentage of the target amount for that year depending on the level of achievement against the target(s) and maximum established for that year. One third of the target amounts will be
for each of 2014, 2015 and 2016. For each of 2014, 2015 and 2016, the annual targets will be established by the Compensation Committee. After the completion of the three year period and the determination of financial results, the Board or
Compensation Committee will approve the performance calculation for the third year (the &#147;Final Calculation Date&#148;). Following the Final Calculation Date and provided that Mr.&nbsp;Kheradpir is still employed by the Company on the Vesting
Date, Mr.&nbsp;Kheradpir shall be issued a number of fully paid and fully vested shares of common stock equal to the number &#147;earned&#148; over the three year period on the next occurring date after the Final Calculation Date that is a third
Friday of the month (the &#147;Vesting Date&#148;). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Buyout </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To address the loss of compensation resulting from his decision to join the Company and end his current employment, the Agreement provides for the following
cash and equity awards: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Kheradpir will be entitled to receive a one-time payment of $5,000,000 (the &#147;Hiring Bonus&#148;) payable to him in
his first regular paycheck following his commencement of employment. Should he voluntarily terminate his employment without Good Reason (as defined below) or if his employment is terminated by the Company with Cause (as defined in the Severance
Agreement referenced below) prior to the second anniversary of service as an employee, he will be required to repay a pro-rated portion of the Hiring Bonus, calculated based on the number of whole months remaining in the two- year period from the
date of termination. In addition to the Hiring Bonus, subject to grant by the Compensation Committee, he will receive RSUs having a value of $5,000,000, calculated based on the average closing price of the Company&#146;s common stock over the 90
days preceding the date of grant (the &#147;Hiring Bonus RSU&#148;). The Hiring Bonus RSU will vest cumulatively over a period of three years as long as Mr.&nbsp;Kheradpir remains an employee of the Company, with (i)&nbsp;40% vesting six months
after the grant date, (ii)&nbsp;40% vesting eighteen months after the grant date, (iii)&nbsp;15% vesting thirty months after the grant date and (iv)&nbsp;5% vesting on the third anniversary of the grant date. The Hiring Bonus RSU is expected to be
granted to Mr.&nbsp;Kheradpir after he commences employment. If Juniper terminates his employment without Cause or if he voluntarily terminates his employment for Good Reason prior to eighteen months after the grant date, the shares specified in
(i)&nbsp;and (ii)&nbsp;shall become immediately vested. For purposes hereof, &#147;Good Reason&#148; means Mr.&nbsp;Kheradpir&#146;s termination of employment following the expiration of any cure period (discussed below) following the occurrence,
without his express written consent, of one or more of the following: (a)&nbsp;a material reduction of his duties, title, authority or </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
responsibilities, relative to his duties, title, authority or responsibilities as in effect immediately prior to such reduction, such as the appointment of an executive chairman or other
executive office to which he would report; or (b)&nbsp;a reduction by the Company of Mr.&nbsp;Kheradpir&#146;s base compensation or total target cash compensation as in effect immediately prior to such reduction except to the extent it is in
connection with compensation program changes made with respect to U.S.-based senior executives Grade 15 and higher; or (c)&nbsp;Mr.&nbsp;Kheradpir&#146;s relocation to a facility or a location outside the United States. Mr.&nbsp;Kheradpir may not
resign for Good Reason without first providing the Company with written notice within sixty (60)&nbsp;days of the event that he believes constitutes &#147;Good Reason,&#148; specifically identifying the acts or omissions constituting the grounds for
Good Reason and a reasonable cure period of not less than thirty (30)&nbsp;days following the date of such notice. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Price Vested Shares </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In order to create increased alignment between executive compensation and company performance, as measured by stock price, the Agreement provides for the
following RSU award to Mr.&nbsp;Kheradpir: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subject to grant by the Compensation Committee, at the same time as the Hiring Bonus RSU is granted,
Mr.&nbsp;Kheradpir will receive a performance-contingent RSU award (the &#147;Price Vested Shares&#148;) for an aggregate number of shares of the Company&#146;s Common Stock having a value of $15,000,000, calculated based on the average closing
price of the Company&#146;s common stock over the 90 days preceding the date of grant. The Price Vested Shares shall vest as follows: (i)&nbsp;one third of the shares will vest immediately if the ASP (as defined below) equals or exceeds $25.00
between January&nbsp;1, 2015 and December&nbsp;31, 2016; (ii)&nbsp;two thirds of the shares (minus any portion of which have previously vested under (i)&nbsp;above) will vest immediately if the ASP equals or exceeds $32.50 between January&nbsp;1,
2016 and December&nbsp;31, 2017; and (iii)&nbsp;all of the unvested shares will vest immediately if the ASP equals or exceeds $40.00 between January&nbsp;1, 2017 and December&nbsp;31, 2018. For purposes hereof, ASP means the average closing market
price of the Company&#146;s Common Stock over a period of 60 consecutive trading days. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Annual Compensation Review </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For years subsequent to 2014, Mr.&nbsp;Kheradpir&#146;s salary, annual cash incentive bonus and future additional equity awards (which could include stock
options, performance shares or restricted stock units) will be considered annually by the Compensation Committee or the full Board. Pursuant to the terms of the Agreement, neither his base salary nor the bonus target percentage under the Annual
Incentive Bonus Plan may be reduced, except to the extent it is commensurate with reduction made to all U.S.-based senior executives Grade 15 and higher. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Relocation Assistance </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In conjunction with
Mr.&nbsp;Kheradpir&#146;s relocation to California, the Company will reimburse reasonable and customary relocation costs. To the extent such relocation benefits are taxable, the reimbursement will be tax-assisted. The aggregate amount of all such
relocation assistance, payments reimbursements and tax assistance will not exceed $275,000. Should Mr.&nbsp;Kheradpir&#146;s employment be terminated for Cause (as defined in his Severance Agreement) or should he voluntarily terminate his employment
(other than for &#147;Good Reason&#148; as permitted under his Change in Control Agreement) prior to completing two full years of service after the completion of his relocation, he will be responsible for pro-rated repayment of relocation expenses
where the amount to be repaid is equal to the portion of the two full years of service to the Company that is not completed.</P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Severance and Change in
Control </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company also intends to enter into its standard form severance agreement with Mr.&nbsp;Kheradpir, which is filed as Exhibit 10.50 to the
Company&#146;s Annual Report on Form 10-K filed on February&nbsp;26, 2013, and is incorporated by reference herein. Mr.&nbsp;Kheradpir&#146;s severance agreement will expire on January&nbsp;1, 2017. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company also intends to enter into a change of control agreement with Mr.&nbsp;Kheradpir. Upon a change of control of the Company, provided that
Mr.&nbsp;Kheradpir signs a release of claims and complies with certain post-</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
termination non-solicitation and non-competition provisions, Mr.&nbsp;Kheradpir will receive change of control benefits if either (i)&nbsp;between the date that is four months following a Change
of Control and the date that is twelve months following a Change of Control he terminates his employment&nbsp;for Good Reason, or (ii)&nbsp;within twelve months following a Change of Control the Company&nbsp;terminates his employment for other than
Cause. The change of control benefits consist of (i)&nbsp;a cash payment&nbsp;equal to his annual base salary and target bonus for the fiscal year in which the Change of Control or Mr.&nbsp;Kheradpir&#146;s termination occurs, whichever is greater;
(ii)&nbsp;$36,000 in lieu of continuation of benefits; and (iii)&nbsp;acceleration of his then unvested equity awards&nbsp;that vest based on time. With respect to equity awards that vest wholly or in part based on factors other than time, such as
performance, (i)&nbsp;any portion for which the measurement or performance period or performance measures have been completed, shall immediately vest and become exercisable (and any rights of repurchase by the Company or restriction on sale shall
lapse),&nbsp;and (ii)&nbsp;the remaining portions shall immediately vest or become exercisable&nbsp;in an amount equal to the number that would be calculated if the performance measures were achieved at the target level; provided however, that if
there is no &#147;target&#148; number, then the number that vests shall be 100% of the amounts that could vest with respect to that measurement period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes hereof, &#147;Cause&#148; means (i)&nbsp;an act of personal dishonesty taken by Mr.&nbsp;Kheradpir in connection with his responsibilities as an
employee and intended to result in his substantial personal enrichment; or (ii)&nbsp;his being convicted of, or pleading nolo contendere to a felony; or (iii)&nbsp;a willful act by him which constitutes gross misconduct and which is injurious to the
Company; or (iv)&nbsp;following delivery to him of a written demand for performance from the Company which describes the basis for the Company&#146;s reasonable belief that he has not substantially performed his duties, continued violations by him
of his obligations to the Company which are demonstrably willful and deliberate on his part. &#147;Good Reason&#148; means Mr.&nbsp;Kheradpir&#146;s termination of employment, if one or more of the following events occur without his written consent:
(i)&nbsp;a material reduction of his duties, title, authority or responsibilities, relative to his duties, title, authority or responsibilities as in effect immediately prior to such reduction; or (ii)&nbsp;a substantial reduction of the facilities
and perquisites (including office space and location)&nbsp;available to him immediately prior to such reduction; or (iii)&nbsp;a reduction by the Company in his base compensation or total target cash compensation as in effect immediately prior to
such reduction; or (iv)&nbsp;a material reduction by the Company in the kind or level of benefits to which he was entitled immediately prior to such reduction with the result that his overall benefits package is significantly reduced; or
(v)&nbsp;his relocation to a facility or a location more than 40&nbsp;miles from his then present location. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Benefits and Expenses </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Kheradpir will be eligible to participate in the benefit programs made available to other officers of the Company. The Company will also reimburse
Mr.&nbsp;Kheradpir for reasonable and actual out-of-pocket expenses of up to $25,000 associated with review of his employment offer by his legal and financial advisors. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Termination and Benefits Loss </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company agreed to pay
to Mr.&nbsp;Kheradpir the actual amount of certain lost compensation from his current employer, up to a specified maximum amount, in the event that the Company terminated its offer of employment on the basis that Mr.&nbsp;Kheradpir&#146;s current
employer determined to enforce Mr.&nbsp;Kheradpir&#146;s contractual notice of termination period and not permit him to commence his job responsibilities at the Company by January&nbsp;1, 2014 (or such later date as agreed upon by the Company). The
Company has since been advised that Mr.&nbsp;Kheradpir will be available to begin employment within such timeframe and therefore, the Company believes that this provision of the Agreement is no longer applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein. The Company also intends to enter into its standard form
indemnification agreement with Mr.&nbsp;Kheradpir, which is filed as Exhibit 10.1 to the Company&#146;s Periodic Report on Form 10-Q filed on November&nbsp;14, 2003 and is incorporated by reference herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Kheradpir&#146;s bonuses and equity awards will be subject to the Company&#146;s &#147;clawback&#148; policies as in effect from time to time. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with Mr.&nbsp;Kheradpir&#146;s appointment to the Company&#146;s Board, effective on the date immediately preceding Mr.&nbsp;Kheradpir&#146;s
commencement of employment with the Company and prior to Mr.&nbsp;Kheradpir&#146;s appointment to the Board, Section&nbsp;3.2 of the Company&#146;s Bylaws will be amended to increase the size of the Board from 10 members to 11 members. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01 Financial Statements and Exhibits </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d)
Exhibits </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" ALIGN="center">Exhibit&nbsp;No.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Description</TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Offer Letter, dated October 24, 2013 between Juniper Networks, Inc. and Shaygan Kheradpir</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Press Release issued by Juniper Networks, Inc. on November 13, 2013</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="46%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="2%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">Juniper Networks, Inc.</TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: November&nbsp;13, 2013</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Mitchell L. Gaynor</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">Name: Mitchell L. Gaynor</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">Title: Executive Vice President and General Counsel</TD></TR>
</TABLE>
</BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "d627862d8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 36590}]
{"company-data": {"conformed-name": "JUNIPER NETWORKS INC", "cik": "0001043604", "assigned-sic": "3576", "irs-number": "770422528", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-34501", "film-number": "131215132"}, "business-address": {"street1": "1194 NORTH MATHILDA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087452000"}, "mail-address": {"street1": "1194 NORTH MATHILDA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 13, 2013
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-34501
770422528
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1194 North Mathilda Avenue,
Sunnyvale, California
94089
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (408) 745-2000
Not Applicable
Former
name or former address, if changed since last report
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On November 13, 2013, Juniper Networks, Inc. (the "Company") issued a press
release announcing that Shaygan Kheradpir, 52, has been appointed to serve as Chief Executive Officer of the Company, effective January 1, 2014. Mr. Kheradpir will also be appointed to the Company's Board of Directors (the
"Board"). A copy of the press release is furnished as Exhibit 99.1 to this report.
There are no arrangements or understandings between
Mr. Kheradpir and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404 (a) of Regulation S-K.
Mr. Kheradpir joins the Company from Barclays PLC where he has served as Chief Operations and Technology Officer since March 2013. Prior to his
appointment as Chief Operations and Technology Officer, beginning in January 2011, he was Chief Operating Officer of Barclays global retail business bank (RBB). From January 2007 to December 2010, Mr. Kheradpir served as the Executive Vice
President and Chief Information & Technical Officer for Verizon Communications, where he was responsible for the information technology initiatives of all of Verizon's business units. Prior to this, Mr. Kheradpir was Senior Vice
President and Chief Information Officer for Verizon Telecom, with oversight of all information technology initiatives for the company's wireline communications unit. Mr. Kheradpir began his communications career with GTE in 1987.
Mr. Kheradpir was a member of the National Institute of Standards & Technology VCAT (Visiting Committee on Advanced Technology), an adjunct professor of electrical engineering at Northeastern University, and holds several patents. He
was named to CIO magazine's Hall of Fame in 2007. Mr. Kheradpir holds a Bachelor's, Master's and Doctorate degree in electrical engineering from Cornell University.
Employment Offer Letter
The Company and
Mr. Kheradpir entered into an employment offer letter dated October 25, 2013 (the "Agreement"). The Agreement has no specified term, and Mr. Kheradpir's employment with the Company will be on an at-will basis.
The following is a brief summary of the compensation elements of the Agreement and should be read in conjunction with the more detailed description that
follows:
Annual base salary
$1 million
Annual cash incentive bonus target
$1.75 million
Equity awards (with performance shares at target)
$6.75 million
Buyout of existing incentives
$5 million in cash and $5 million in equity awards
Additional equity incentive for stock price improvement
$15 million
Relocation
Up to $275,000
The material terms of the Agreement are summarized below.
Base Salary
Mr. Kheradpir will receive an annual
base salary of $1,000,000, subject to annual review.
Annual Cash Incentive Bonus
Commencing in 2014, Mr. Kheradpir will also be eligible for incentive compensation as a participant in the Company's Annual Incentive Bonus Plan for
its executive officers. Mr. Kheradpir's 2014 target incentive under the plan is 175% of base salary.
Equity Awards
Subject to grant by the Compensation Committee of the Board (the "Compensation Committee"), in February 2014, Mr. Kheradpir will receive equity
awards consisting of restricted stock units (RSUs) and performance shares having a total aggregate value of $6,750,000 with the allocation of value between RSUs and performance shares based on the same proportions used for awards made to the
Company's Grade 16 officers in February 2014. The conversion of such dollar values into shares will be based on the same per share price determined by the Compensation Committee for the equity awards made to other Section 16 officers in
February 2014.
The RSUs will vest cumulatively over a period of three years as long as Mr. Kheradpir remains an employee of the Company, with 34%
vesting on the first anniversary of the grant date, 33% vesting on the second anniversary of the grant date and 33% vesting on the third anniversary of the grant date. All RSUs will be subject to the terms of the Company's 2006 Equity Incentive
Plan.
The performance shares will vest based on achievement of specific performance objectives and subject to continued employment through the Vesting
Date (as defined below). The amount of performance shares earned (subject to vesting) will be based on the achievement of annual performance targets established for each applicable year. With respect to each year's performance,
Mr. Kheradpir can earn between zero and a specified maximum percentage of the target amount for that year depending on the level of achievement against the target(s) and maximum established for that year. One third of the target amounts will be
for each of 2014, 2015 and 2016. For each of 2014, 2015 and 2016, the annual targets will be established by the Compensation Committee. After the completion of the three year period and the determination of financial results, the Board or
Compensation Committee will approve the performance calculation for the third year (the "Final Calculation Date"). Following the Final Calculation Date and provided that Mr. Kheradpir is still employed by the Company on the Vesting
Date, Mr. Kheradpir shall be issued a number of fully paid and fully vested shares of common stock equal to the number "earned" over the three year period on the next occurring date after the Final Calculation Date that is a third
Friday of the month (the "Vesting Date").
Buyout
To address the loss of compensation resulting from his decision to join the Company and end his current employment, the Agreement provides for the following
cash and equity awards:
Mr. Kheradpir will be entitled to receive a one-time payment of $5,000,000 (the "Hiring Bonus") payable to him in
his first regular paycheck following his commencement of employment. Should he voluntarily terminate his employment without Good Reason (as defined below) or if his employment is terminated by the Company with Cause (as defined in the Severance
Agreement referenced below) prior to the second anniversary of service as an employee, he will be required to repay a pro-rated portion of the Hiring Bonus, calculated based on the number of whole months remaining in the two- year period from the
date of termination. In addition to the Hiring Bonus, subject to grant by the Compensation Committee, he will receive RSUs having a value of $5,000,000, calculated based on the average closing price of the Company's common stock over the 90
days preceding the date of grant (the "Hiring Bonus RSU"). The Hiring Bonus RSU will vest cumulatively over a period of three years as long as Mr. Kheradpir remains an employee of the Company, with (i) 40% vesting six months
after the grant date, (ii) 40% vesting eighteen months after the grant date, (iii) 15% vesting thirty months after the grant date and (iv) 5% vesting on the third anniversary of the grant date. The Hiring Bonus RSU is expected to be
granted to Mr. Kheradpir after he commences employment. If Juniper terminates his employment without Cause or if he voluntarily terminates his employment for Good Reason prior to eighteen months after the grant date, the shares specified in
(i) and (ii) shall become immediately vested. For purposes hereof, "Good Reason" means Mr. Kheradpir's termination of employment following the expiration of any cure period (discussed below) following the occurrence,
without his express written consent, of one or more of the following: (a) a material reduction of his duties, title, authority or
responsibilities, relative to his duties, title, authority or responsibilities as in effect immediately prior to such reduction, such as the appointment of an executive chairman or other
executive office to which he would report; or (b) a reduction by the Company of Mr. Kheradpir's base compensation or total target cash compensation as in effect immediately prior to such reduction except to the extent it is in
connection with compensation program changes made with respect to U.S.-based senior executives Grade 15 and higher; or (c) Mr. Kheradpir's relocation to a facility or a location outside the United States. Mr. Kheradpir may not
resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that he believes constitutes "Good Reason," specifically identifying the acts or omissions constituting the grounds for
Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice.
Price Vested Shares
In order to create increased alignment between executive compensation and company performance, as measured by stock price, the Agreement provides for the
following RSU award to Mr. Kheradpir:
Subject to grant by the Compensation Committee, at the same time as the Hiring Bonus RSU is granted,
Mr. Kheradpir will receive a performance-contingent RSU award (the "Price Vested Shares") for an aggregate number of shares of the Company's Common Stock having a value of $15,000,000, calculated based on the average closing
price of the Company's common stock over the 90 days preceding the date of grant. The Price Vested Shares shall vest as follows: (i) one third of the shares will vest immediately if the ASP (as defined below) equals or exceeds $25.00
between January 1, 2015 and December 31, 2016; (ii) two thirds of the shares (minus any portion of which have previously vested under (i) above) will vest immediately if the ASP equals or exceeds $32.50 between January 1,
2016 and December 31, 2017; and (iii) all of the unvested shares will vest immediately if the ASP equals or exceeds $40.00 between January 1, 2017 and December 31, 2018. For purposes hereof, ASP means the average closing market
price of the Company's Common Stock over a period of 60 consecutive trading days.
Annual Compensation Review
For years subsequent to 2014, Mr. Kheradpir's salary, annual cash incentive bonus and future additional equity awards (which could include stock
options, performance shares or restricted stock units) will be considered annually by the Compensation Committee or the full Board. Pursuant to the terms of the Agreement, neither his base salary nor the bonus target percentage under the Annual
Incentive Bonus Plan may be reduced, except to the extent it is commensurate with reduction made to all U.S.-based senior executives Grade 15 and higher.
Relocation Assistance
In conjunction with
Mr. Kheradpir's relocation to California, the Company will reimburse reasonable and customary relocation costs. To the extent such relocation benefits are taxable, the reimbursement will be tax-assisted. The aggregate amount of all such
relocation assistance, payments reimbursements and tax assistance will not exceed $275,000. Should Mr. Kheradpir's employment be terminated for Cause (as defined in his Severance Agreement) or should he voluntarily terminate his employment
(other than for "Good Reason" as permitted under his Change in Control Agreement) prior to completing two full years of service after the completion of his relocation, he will be responsible for pro-rated repayment of relocation expenses
where the amount to be repaid is equal to the portion of the two full years of service to the Company that is not completed.
Severance and Change in
Control
The Company also intends to enter into its standard form severance agreement with Mr. Kheradpir, which is filed as Exhibit 10.50 to the
Company's Annual Report on Form 10-K filed on February 26, 2013, and is incorporated by reference herein. Mr. Kheradpir's severance agreement will expire on January 1, 2017.
The Company also intends to enter into a change of control agreement with Mr. Kheradpir. Upon a change of control of the Company, provided that
Mr. Kheradpir signs a release of claims and complies with certain post-
termination non-solicitation and non-competition provisions, Mr. Kheradpir will receive change of control benefits if either (i) between the date that is four months following a Change
of Control and the date that is twelve months following a Change of Control he terminates his employment for Good Reason, or (ii) within twelve months following a Change of Control the Company terminates his employment for other than
Cause. The change of control benefits consist of (i) a cash payment equal to his annual base salary and target bonus for the fiscal year in which the Change of Control or Mr. Kheradpir's termination occurs, whichever is greater;
(ii) $36,000 in lieu of continuation of benefits; and (iii) acceleration of his then unvested equity awards that vest based on time. With respect to equity awards that vest wholly or in part based on factors other than time, such as
performance, (i) any portion for which the measurement or performance period or performance measures have been completed, shall immediately vest and become exercisable (and any rights of repurchase by the Company or restriction on sale shall
lapse), and (ii) the remaining portions shall immediately vest or become exercisable in an amount equal to the number that would be calculated if the performance measures were achieved at the target level; provided however, that if
there is no "target" number, then the number that vests shall be 100% of the amounts that could vest with respect to that measurement period.
For purposes hereof, "Cause" means (i) an act of personal dishonesty taken by Mr. Kheradpir in connection with his responsibilities as an
employee and intended to result in his substantial personal enrichment; or (ii) his being convicted of, or pleading nolo contendere to a felony; or (iii) a willful act by him which constitutes gross misconduct and which is injurious to the
Company; or (iv) following delivery to him of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that he has not substantially performed his duties, continued violations by him
of his obligations to the Company which are demonstrably willful and deliberate on his part. "Good Reason" means Mr. Kheradpir's termination of employment, if one or more of the following events occur without his written consent:
(i) a material reduction of his duties, title, authority or responsibilities, relative to his duties, title, authority or responsibilities as in effect immediately prior to such reduction; or (ii) a substantial reduction of the facilities
and perquisites (including office space and location) available to him immediately prior to such reduction; or (iii) a reduction by the Company in his base compensation or total target cash compensation as in effect immediately prior to
such reduction; or (iv) a material reduction by the Company in the kind or level of benefits to which he was entitled immediately prior to such reduction with the result that his overall benefits package is significantly reduced; or
(v) his relocation to a facility or a location more than 40 miles from his then present location.
Benefits and Expenses
Mr. Kheradpir will be eligible to participate in the benefit programs made available to other officers of the Company. The Company will also reimburse
Mr. Kheradpir for reasonable and actual out-of-pocket expenses of up to $25,000 associated with review of his employment offer by his legal and financial advisors.
Termination and Benefits Loss
The Company agreed to pay
to Mr. Kheradpir the actual amount of certain lost compensation from his current employer, up to a specified maximum amount, in the event that the Company terminated its offer of employment on the basis that Mr. Kheradpir's current
employer determined to enforce Mr. Kheradpir's contractual notice of termination period and not permit him to commence his job responsibilities at the Company by January 1, 2014 (or such later date as agreed upon by the Company). The
Company has since been advised that Mr. Kheradpir will be available to begin employment within such timeframe and therefore, the Company believes that this provision of the Agreement is no longer applicable.
The Agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein. The Company also intends to enter into its standard form
indemnification agreement with Mr. Kheradpir, which is filed as Exhibit 10.1 to the Company's Periodic Report on Form 10-Q filed on November 14, 2003 and is incorporated by reference herein.
Mr. Kheradpir's bonuses and equity awards will be subject to the Company's "clawback" policies as in effect from time to time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with Mr. Kheradpir's appointment to the Company's Board, effective on the date immediately preceding Mr. Kheradpir's
commencement of employment with the Company and prior to Mr. Kheradpir's appointment to the Board, Section 3.2 of the Company's Bylaws will be amended to increase the size of the Board from 10 members to 11 members.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
Description
10.1
Employment Offer Letter, dated October 24, 2013 between Juniper Networks, Inc. and Shaygan Kheradpir
99.1
Press Release issued by Juniper Networks, Inc. on November 13, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Juniper Networks, Inc.
Date: November 13, 2013
By:
/s/ Mitchell L. Gaynor
Name: Mitchell L. Gaynor
Title: Executive Vice President and General Counsel