EX-10.2






Exhibit 10.2




JUNIPER NETWORKS, INC.




2006 EQUITY INCENTIVE PLAN




STOCK OPTION AGREEMENT




Unless otherwise defined herein, the terms defined in the Juniper Networks, Inc. 2006 Equity
Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement
(the “Option Agreement”).



I. NOTICE OF GRANT



[Optionee’s Name and Address]



You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Option Agreement, as follows:



	 	 	 	 	 	 	 	 	 
	 
	 	Grant Number
	 	 	 	 
	 
	 	Grant Date
	 	 	 	 
	 
	 	Vesting Commencement Date
	 	 	 	 
	 
	 	Exercise Price per Share
	 	$	 	 
	 
	 	Total Number of Shares Granted
	 	 	 	 
	 
	 	Total Exercise Price
	 	$	 	 
	 
	 	Type of Option:
	 	Nonstatutory Stock Option

	 
	 	Term/Expiration Date:
	 	7 Years From the Grant Date
	 
	 	Vesting Schedule:
	 	 	 	 
	 
	 	[Insert Vesting Schedule]	 	 	 	 
	II.
	 	AGREEMENT	 	 	 	 







	 	1.	 	Grant of Option.





The Board hereby grants to the Optionee (the “Optionee”) named in the Notice of Grant section
of this Agreement (the “Notice of Grant”), an option (the “Option”) to purchase the number of
Shares set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the “Exercise Price”), subject to the terms and conditions of the Plan (which is
incorporated herein by reference) and this Option Agreement. In the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan shall prevail.




	 	2.	 	Exercise of Option.





(a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Option Agreement, subject to Optionee’s remaining a Service Provider on each vesting date.



(b) Post-Termination Exercise Period. Subject to any extended post-termination
exercise period set forth in duly authorized written agreements by and between Optionee and the
Company, if Optionee ceases to be a Service Provider, then this Option may be exercised, but only
to the extent vested on the date of such cessation as a Service Provider, until the earlier of (i)
ninety days after the date upon which Optionee ceases to be a Service Provider, or (ii) the
original seven-year Option term.



(c) Method of Exercise. This option may be exercised with respect to all or any part
of any vested Shares by giving the Company, E*Trade OptionsLink, or any successor third-party stock
option plan administrator designated by the Company written or electronic notice of such exercise,
in the form designated by the Company or the Company’s designated third-party stock option plan
administrator, specifying the number of shares as to which this option is exercised and accompanied
by payment of the aggregate Exercise Price as to all exercised shares.



This Option shall be deemed to be exercised upon receipt by the Company, E*Trade OptionsLink
or any successor third-party stock option plan administrator designated by the Company of such
fully executed exercise notice accompanied by such aggregate Exercise Price.



No Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with applicable laws. Assuming such compliance, for income tax purposes the
exercised shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such exercised shares.



(d) Payment of Exercise Price. Payment of the aggregate exercise price shall be by
any of the following, or a combination thereof, at the election of the Optionee:




(i) cash; or




(ii) check; or



(iii)  delivery of a properly executed exercise notice together with such other documentation
as the Administrator and a broker, if applicable, shall require to effect an exercise of the Option
and delivery to the Company of the sale proceeds required to pay the exercise price.




	 	3.	 	Non-Transferability of Option.





This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee.
The terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.




	 	4.	 	Term of Option.





This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option Agreement.




	 	5.	 	Tax Consequences.





Some of the federal tax consequences relating to this Option, as of the date of this Option,
are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.



(a) Exercising the Option. The Optionee may incur regular federal income tax
liability upon exercise of a Nonstatutory Stock Option. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of
the fair market value of the exercised shares on the date of exercise over their aggregate Exercise
Price. If the Optionee is an Employee or a former Employee, the Company will be required to
withhold from his or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income at the time of
exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding
amounts are not delivered at the time of exercise.



(b) Disposition of Shares. If the Optionee holds NSO Shares for at least one year,
any gain realized on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes.




	 	6.	 	Entire Agreement; Governing Law.





The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.



By your acknowledgement and acceptance of the terms of this Agreement, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully
understands all provisions of the Plan and this Option Agreement. Optionee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company
upon any change in his/her residence address.