EX-10.4






Exhibit 10.4





JUNIPER NETWORKS, INC.



2006 EQUITY INCENTIVE PLAN




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Notice of Grant.



Name:      



You have been granted      Restricted Stock Units. Each such Unit is equivalent to one
Share of Common Stock of the Company for purposes of determining the number of Shares subject to
this award. None of the Restricted Stock Units will be issued (nor will you have the rights of a
stockholder with respect to the underlying shares) until the vesting conditions described below are
satisfied. Additional terms of this grant are as follows:



	 	 	 
	Date of Grant

Vesting Schedule:

	 	     , 2006

[Insert Vesting Schedule]






You acknowledge and agree that this agreement and the vesting schedule set forth herein does
not constitute an express or implied promise of continued engagement as a Service Provider for the
vesting period, for any period, or at all, and shall not interfere with your right or the Company’s
right to terminate your relationship as a Service Provider at any time, with or without cause.



You hereby agree to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions relating to the Plan and this Award.



By your acknowledgement and acceptance of the terms of this Notice of Grant prior to the
Expiration Date, you agree that this Notice of Grant, the form of Restricted Stock Unit Agreement
attached as Exhibit A hereto and the 2006 Equity Incentive Plan constitute your entire agreement
with respect to this Award and may not be modified adversely to your interest except by means of a
writing agreed by the Company and you.



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Exhibit A




JUNIPER NETWORKS, INC.




2006 EQUITY INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




1. Grant. The Company hereby grants to the Employee an award of Restricted Stock
Units (“RSUs”), as set forth in the Notice of Grant of Restricted Stock Units and subject to the
terms and conditions in this Agreement and the Company’s 2006 Equity Incentive Plan (the “Plan”).
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Restricted Stock Unit Agreement.



2. Company’s Obligation. Each RSU represents the right to receive a Share on the
vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares
under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs
will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company.



3. Vesting Schedule. Subject to paragraph 4, to Plan Sections 16 and 17 and to any
other relevant Plan provisions, the RSUs awarded by this Agreement will vest in the Employee
according to the vesting schedule specified in the Notice of Grant.



4. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary
provision of this Agreement or the Notice of Grant, if the Employee terminates service as a Service
Provider for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will
thereupon be forfeited at no cost to the Company.



5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be
paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares,
provided that to the extent determined appropriate by the Company, any national, state and local
withholding of taxes and/or social security contributions with respect to such RSUs, if applicable,
will be paid by the Employee. The tax and/or social security contributions payment shall generally
be made through the Employee’s brokerage account designated by the Company. The Employee may choose
to cover the tax and/or social security contributions payment through (i) cash on deposit at the
broker, or (ii) by electing to have the broker sell vested shares to cover taxes, social security
contributions and related fees. However, should the Employee’s account have insufficient funds, the
Employee will be deemed to have elected to have the broker sell vested shares to cover taxes,
social security contributions and related fees. The Employee acknowledges and agrees that the
amount of withholding taxes, social security contributions and related fees to be satisfied by
selling vested shares be in excess, the Company will refund the excess amount to him or her within
a reasonable period without any interest.



6. Payments after Death. Any distribution or delivery to be made to the Employee
under this Agreement will, if the Employee is then deceased, be made to the administrator or
executor of the Employee’s estate. Any such administrator or executor must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the
Company to establish the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.



7. Rights as Stockholder. Neither the Employee nor any person claiming under or
through the Employee will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to the Employee or Employee’s broker.



8. No Effect on Employment. The Employee’s employment with the Company and its
Subsidiaries is on an at-will basis only. Accordingly, the terms of the Employee’s employment with
the Company and its Subsidiaries will be determined from time to time by the Company or the
Subsidiary employing the Employee (as the case may be), and the Company or the Subsidiary will have
the right, which is hereby expressly reserved, to terminate or change the terms of the employment
of the Employee at any time for any reason whatsoever, with or without good cause or notice.



9. Address for Notices. Any notice to be given to the Company under the terms of this
Agreement will be addressed to the Company at 1194 North Mathilda Avenue



Sunnyvale, California, 94089 Attn: Stock Administration, or at such other address as
the Company may hereafter designate in writing or electronically.



10. Grant is Not Transferable. Except to the limited extent provided in paragraph 6,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.



11. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



12. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Employee (or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. The Company will make all reasonable efforts to
meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.



13. Plan Governs. This Agreement and the Notice of Grant are subject to all terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this
Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan
will govern.



14. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any RSUs have vested). All
actions taken and all interpretations and determinations made by the Administrator in good faith
will be final and binding upon Employee, the Company and all other interested persons. No member
of the Administrator will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement.




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