EX-10.1






Exhibit 10.1




November 16, 2014



Rami Rahim



On behalf of the Board of Directors, I am delighted you have accepted the position of Chief
Executive Officer of Juniper Networks, Inc. (“Juniper” or the “Company”). This letter will confirm
the terms of your compensation.



Position: As Chief Executive Officer you will serve with all of the authority and responsibilities
provided in the Bylaws of the Company as customarily associated with that position, reporting to
the Company’s Board of Directors (the “Board”). You have also been elected as a director to the
Board of Directors.



Base Salary: In consideration of your services, you will be paid by an annual base salary of
$1,000,000, which will be paid semi-monthly in the amount of $41,166.67, less applicable taxes,
deductions and remittances, in accordance with the Company’s normal payroll processing.



Annual Cash Incentive Bonus:  You will be eligible to participate in Juniper Executive Annual
Incentive Bonus Plan with an annualized bonus target of 175% of base salary (for 2014, your
incentive bonus will be calculated based on 10 months at 150% and 2 months at 175%).  The Board, or
a committee thereof, shall establish your performance targets under the plan. The plan and funding
schedule is subject to change at any time during the plan year.



Equity Awards: You will be granted under the 2006 Equity Incentive Plan (“Plan”) in February 2015
equity awards having a total aggregate value of $6,750,000. The allocation of that value between
RSUs, price vested awards, performance shares or other types of equity awards will be based on the
same proportions used for awards made to the Company’s Grade 16 and 15 executive officers at the
same time. The vesting schedules for these awards will be the same as established for awards made
to the Company’s Grade 16 and 15 executive officers at the same time. The conversion of such
dollar values into a number of shares of Common Stock will be based on the same per share price
determined by the Compensation Committee of the Board of Directors for the equity awards made to
other Section 16 officers in February 2015.



Price Vested Shares: On November 21, 2014, you will be granted under the terms of the Plan a price
vested performance share award (the “Price Vested Shares”) for an aggregate number of shares of
Juniper Common Stock having a value of $5,000,000, calculated based on the average closing price of
Juniper common stock over the 90 days preceding the date of grant. The Price Vested Shares shall
vest as follows: immediately as to 33% of the applicable number of shares if between November 1,
2015 and October 31, 2017, the Company’s 60-trading-day average closing market stock price is
$29.00 or more; and 67% (excluding any shares already vested) if between November 1, 2016 and
October 31, 2018, the Company’s 60-trading-day average closing market stock price is $32.50 or
more; and 100% (excluding any shares already vested) if between November 1, 2017 and October 31,
2019, the Company’s 60-trading-day average closing market stock price is $40.00 or more. The
60-trading-day average closing market stock means the average closing market price of Juniper
Common Stock (as reported by the Wall Street Journal) over a period of 60 consecutive trading days.
A trading day means a day on which trading is open on the New York Stock Exchange. This award will
be on the applicable form of price vested award agreement approved by the General Counsel. Except
as provided under the Change in Control Agreement between the Company and you, in no event shall
the PVAs become vested for any shares after the cessation of Continuous Status as an Employee or
Consultant as defined in the Plan and award agreement.



409A: Notwithstanding anything to the contrary in this agreement, if you are a “specified employee”
within the meaning of Internal Revenue Code Section 409A (“Section 409A”) at the time of your
termination (other than due to death) or resignation, then the severance payable to you, if any,
pursuant to this agreement, when considered together with any other severance payments or
separation benefits that are considered deferred compensation under Section 409A (together, the
“Deferred Compensation Separation Benefits”) that are payable within the first six (6) months
following your termination of employment, will become payable on the first payroll date that occurs
on or after the date six (6) months and one (1) day following the date of your termination of
employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in
accordance with the payment schedule applicable to each payment or benefit. Notwithstanding
anything herein to the contrary, if you died following your termination but prior to the six (6)
month anniversary of your termination, then any payments delayed in accordance with this paragraph
will be payable in a lump sum as soon as administratively practicable after the date of your death
and all other Deferred Compensation Separation Benefits will be payable in accordance with the
payment schedule applicable to each payment or benefit. Each payment and benefit payable under
this agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations.



Any amount paid under this agreement that satisfies the requirements of the “short-term
deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute
Deferred Compensation Separation Benefits for purposes of the first paragraph above.



Any amount paid under this agreement that qualifies as a payment made as a result of an
involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation
Separation Benefits for purposes of the first paragraph above. “Section 409A Limit” will mean the
lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to
your during your taxable year preceding your taxable year of your termination of employment as
determined under, and with such adjustments as are set forth in, Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or
(ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section
401(a)(17) of the Code for the year in which your employment is terminated.



The foregoing provisions are intended to comply with the requirements of Section 409A so that
none of the severance payments and benefits to be provided hereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. The Company and your agree to work together in good faith to consider amendments to this
agreement and to take such reasonable actions which are necessary, appropriate or desirable to
avoid imposition of any additional tax or income recognition prior to actual payment to you under
Section 409A.



Arbitration: Any claim, dispute or controversy arising out of this Agreement, the interpretation,
validity or enforcement of this Agreement or the alleged breach thereof shall be submitted by the
parties to final, binding and confidential arbitration by the American Arbitration Association
(“AAA”), in San Francisco, California, conducted before a single arbitrator under the
then-applicable AAA rules. By agreeing to this arbitration procedure, you and the Company waive
the right to resolve any such dispute, claim or demand through a trial by jury or judge or by
administrative proceeding. You will have the right to be represented by legal counsel at any
arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery
for the resolution of the dispute and to award such relief as would otherwise be available under
applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator
regarding the disposition of each claim and the relief, if any, awarded as to each claim, the
reasons for the award, and the arbitrator’s essential findings and conclusions on which the award
is based. The Company shall pay all AAA arbitration fees, except the amount of such fees
equivalent to the filing fee you would have paid if the claim had been litigated in court. Nothing
in this offer letter is intended to prevent either you or the Company from obtaining injunctive
relief in court to prevent irreparable harm pending the conclusion of any arbitration, including
but not limited 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.



At-Will Employment: Your employment with Juniper 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 will have a similar right and may conclude its employment
relationship with you at any time, with or without cause.



Entire Agreement and Miscellaneous: This agreement, together with all exhibits and agreements
incorporated by reference herein, forms your complete and exclusive agreement with the Company
concerning the subject matter hereof. The terms in this agreement supersede any other
representations or agreements made to you by any party, whether oral or written. This agreement is
to be governed by the laws of the state of California without reference to conflicts of law
principles. In case any provision contained in this agreement shall, for any reason, be held
invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the
other provisions of this agreement, and such provision will be reformed, construed and enforced so
as to render it valid and enforceable consistent with the general intent of the parties insofar as
possible under applicable law. With respect to the enforcement of this agreement, no waiver of any
right hereunder shall be effective unless it is in writing. This agreement may be executed in more
than one counterpart, and signatures transmitted via facsimile shall be deemed equivalent to
originals.



Juniper will also reimburse you for reasonable and actual out-of-pocket expenses of up to $10,000
associated with review of this offer by your legal and financial advisers.



You may accept this offer by signing below and returning a copy to Mitch Gaynor.



On behalf of the Board and the entire Juniper community, we look forward to working together
with you as a director and Chief Executive Officer.



Very truly yours,



/s/ David Schlotterbeck



David Schlotterbeck


Chairman of the Compensation Committee


Juniper Networks, Inc.



I accept the terms of this letter.



	 	 	 
	/s/ Rami Rahim	 	11/18/2014
	Rami Rahim

	 	Date