exv10w1






Exhibit 10.1









PERSONAL & CONFIDENTIAL




June 20, 2008




John Morris



RE: Offer of Employment




Dear John:



We are delighted to extend an offer to you to join Juniper Networks (“JNI” or the “Company”) as
Executive Vice President, Worldwide Sales & Services, reporting to the CEO, or at such time as a
COO is hired, the COO. This offer is contingent upon successful background investigation and
approval from the Compensation Committee of the Board of Directors. This letter will confirm the
terms of your employment with the Company as follows:



Base Salary: In consideration of your services, you will be paid an annual base salary at a rate
of $500,000 which will be paid semi-monthly in the amount of $20,833.33 less applicable taxes,
deductions and remittances, in accordance with the Company’s normal payroll processing.



Hiring Bonus: In addition, you will be offered a one-time hiring bonus of $250,000 (less
applicable withholding at the supplemental tax rate). This bonus will be paid to you with your
first or second paycheck. Should you voluntarily terminate your employment or if or your
employment is terminated by JNI with Cause (as defined below) prior to one year of service with
JNI, you will be responsible for repayment (pro-rated) of this bonus amount to the company where
the amount to be repaid is equal to the portion of the full year of service to JNI that is not
completed.



Stock Options: As soon as practicable upon or following the commencement of your employment, and
subject to compliance with applicable state and federal securities laws, I will recommend to the
Compensation Committee of the Board of Directors that a non-statutory option to purchase 150,000
shares JNI Common Stock be granted to you under the terms of the Company’s 2006 Equity Incentive
Plan and related forms (the “Plan”). The option will have a term of seven (7) years from the date
of grant (the “Grant Date”). Your right to exercise the option will vest cumulatively over a
period of four years so long as you remain an employee of the Company, with 12/48ths of the
shares vesting on the one-year anniversary of the Grant Date and 1/48th vesting each month
thereafter. I believe, in good faith, that the Compensation Committee will approve the stock
option grant and the performance share grant discussed below.



Performance Shares:  As soon as practicable upon or following the commencement of your employment,
and subject to compliance with applicable state and federal securities laws, I will recommend to
the Compensation Committee of the Board of Directors a performance share award with an aggregate
target of 100,000 shares of JNI Common Stock be granted to you under the terms of the Plan.  The
exact number of shares that you will ultimately receive will be determined based on achievement of
certain Company’s performance targets for 2008, 2009, and 2010, as determined by the Compensation
Committee. You will only be entitled to shares earned under this award if you remain an employee
of the Company through the date of vesting, which will be three (3) years from the date the award
is granted.  Additional information about the Plan, company goals, and objectives will be available
to you after the start of your employment. 



Bonus:  You will be eligible to participate in Juniper Networks 2008 Executive Incentive Bonus Plan
with an annualized bonus target of 100% of base salary, prorated for duration of your service to
the Company in 2008.  Additional information about the plan, company goals, and objectives will be
available to you after the start of your employment.  The plan and funding schedule is subject to
change at any time during the plan year.



Relocation Assistance:  In conjunction with your relocation to the Sunnyvale area, Juniper Networks
will reimburse costs for a house-hunting trip lasting no more than 5 days for you and your spouse.
The Company will also provide one-way transportation for you and your eligible dependents per the
Company’s Travel Policy, including 15 days of car rental and 60 days of temporary


 









 






housing.
Additional Company-paid long-term business housing in Sunnyvale will be provided for up to 12
additional months until your family relocates from Chicago.  You are eligible to receive packing,
shipment, insurance and storage for 60 days of eligible
household goods, a taxable relocation allowance of US$7,500 and up to 3 days of Settling In
Assistance. Home Sale Assistance for your home in the Chicago area will be provided through the
Buyer Value Option (BVO) real estate agent commissions and closing costs program and will be
coordinated by the Company’s relocation service provider.  To be eligible for the BVO program, the
listing agreement for your home must be signed with a Company-approved real estate agent and your
home must meet certain criteria as specified in the BVO Home Sale relocation policy addendum.  New
Home Purchase assistance in Sunnyvale will be provided in the form of reimbursement of reasonable
and customary non-recurring closing costs up to 2% of the new loan amount and a 3-2-1 thirty-six
month mortgage interest buy down. All arrangements must be made through the Company’s relocation
service provider.  Should you voluntarily terminate your employment prior to completing three full
years of service after the completion of your relocation, you will be responsible for pro-rated
repayment of relocation expenses where the amount to be repaid is equal to the portion of the three
full years of service to JNI that is not completed.  Taxable benefits will be taxed at the federal
and state supplemental tax withholding rates.  The following items will be grossed up for federal
and state taxes:  Temporary and Long-term housing costs, car rental fees and house hunting
expenses.  For more details, a copy of the relocation policy and to initiate the relocation
process, please contact Juniper’s relocation consultant at Juniper@primacy.com. 



Severance and Change in Control:  JNI will enter into a severance agreement with you on
substantially the following terms: In the event you are terminated involuntarily by JNI without
Cause, as defined below, and provided you execute a full release of claims, in a form satisfactory
to JNI, promptly following termination, you will be entitled to receive the following severance
benefits (i) an amount equal to six months of your base salary and (ii) an amount equal to half of
your annual at target bonus for the fiscal year in which your termination occurs.  For purposes of
this Agreement, “Cause” is defined as (i) willfully engaging in gross misconduct that is
demonstrably injurious to JNI; (ii) willful act or acts of dishonesty or malfeasance undertaken by
you; (iii) conviction of a felony; or (iv) willful and continued refusal or failure to
substantially perform your duties with JNI (other than incapacity due to physical or mental
illness); provided that the action or conduct described in clause (iv) above will constitute
“Cause” only if such failure continues after  the JNI CEO, COO or Board of Directors has provided
you with a written demand for substantial performance setting forth in detail the specific respects
in which it believes you have willfully and not substantially performed your duties thereof and you
have been provided a reasonable opportunity (to be not less than 30 days) to cure the same.   In
addition, subject to approval of the Compensation Committee, JNI will enter into with you our
standard executive Change in Control Agreement that provides for severance benefits under certain
circumstances following a change in control. For your reference, a form of the foregoing severance
agreement and Change in Control Agreement is attached to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007.



Benefits; Expenses: You will be entitled to receive the employee benefits made available to other
employees and officers of the Company to the full extent of your eligibility. We have put a great
deal of emphasis on our benefits, and expect that they will continue to evolve as we grow and as
the needs of our people and their families change. JNI shall reimburse you for all reasonable
business and travel expenses actually incurred or paid by you in the performance of your services
on behalf of the Company, in accordance with the Company’s expense reimbursement policy as from
time to time in effect.



Proprietary Information Agreement: Upon commencement of your employment, you will sign the
Company’s standard employee confidentiality, invention assignment and non-competition agreement.



Confidentiality: Except as required by applicable laws, neither party shall disclose the contents
of this agreement without first obtaining the prior written consent of the other party, provided,
however, that you may disclose this agreement to your attorney, financial planner and tax advisor
if such persons agree to keep the terms hereof confidential.



Arbitration: Any claim, dispute or controversy arising out of this Agreement, the interpretation,
validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by
the parties to binding arbitration by the American Arbitration Association, provided, however, that
this arbitration provision shall not preclude the Company from seeking injunctive relief from any
court having jurisdiction with respect to any disputes or claims relating to or arising out of the
misuse or appropriation of the Company’s trade secrets or confidential and proprietary information.
Judgment may be entered on the award of the arbitration in any court having jurisdiction.



For purposes of federal immigration law, you will be required to provide to JNI documentary
evidence of your identity and eligibility for employment in the United States. Such documentation
must be provided to us within three business days of your date of hire with JNI, or our employment
relationship with you may be terminated. A complete list of acceptable documents is provided with
this offer. Please bring the appropriate documents on your first day of employment to insure legal
employment.




 









 







This offer is contingent upon your obtaining the requisite immigration status and employment
authorization. If you are a foreign national requiring work authorization to begin employment,
you must contact the Company’s Immigration Department at
immigration@juniper.net to initiate the visa process. The Company will submit a petition
on your behalf to obtain employment authorization, as well as file visa applications for your
immediate dependent family members. The Company will pay the legal fees and costs related to
these filings. Due to the number of work visas available each year is limited by the U.S.
government, the Company reserves the right to withdraw or suspend this offer if the Company is
not able to obtain work authorization for you in a reasonable period of time. Please note that if
you currently have employment authorization such as practical, curricular or academic training
(F-1 or J-1), you must contact the Company’s Immigration Department before beginning employment.



If you choose to accept this offer, your employment with Juniper Networks will be voluntarily
entered into and will be for no specified period. As a result, you will be free to resign at any
time, for any reason or for no reason, as you deem appropriate. Juniper Networks will have a
similar right and may conclude its employment relationship with you at any time, with or without
cause.



You may accept this offer by signing below and faxing a copy to the attention of Elisa Hoppner in
our Corporate Human Resources Organization at (408) 745-8927. This offer will be valid until June
23, 2008 after which we will consider this offer closed.



We are delighted to have you join us at Juniper Networks. Welcome aboard!




Very truly yours,




 









Steven Rice

EVP, Human Resources

Juniper Networks



I accept the terms of this letter and agree to keep the terms of this letter confidential.




	 	 	 
	/s/ John Morris

	 	6/22/8
	 

	 	 
	 
	 	 
	Signature

	 	Date Signed






Start date: Monday, July 7, 2008