This Severance
Agreement (the “Agreement”) is made and entered into by
and between Robyn Denholm (the “Employee”) and Juniper
Networks, Inc., a Delaware Corporation (the “Company”),
effective as of November 18, 2008 (the “Effective
Date”).
The Compensation
Committee believes that it is imperative to provide the Employee
with certain severance benefits upon certain terminations of
employment. These benefits will provide the Employee with enhanced
financial security and incentive and encouragement to remain with
the Company.
Certain
capitalized terms used in the Agreement are defined in
Section 6 below.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Term of
Agreement . This Agreement shall terminate upon the later of
(i) January 1, 2012 or (ii) if Employee is
terminated involuntarily by Company without Cause prior to
January 1, 2012, the date that all of the obligations of the
parties hereto with respect to this Agreement have been
satisfied.
2. At-Will
Employment . The Company and the Employee acknowledge that the
Employee’s employment is and shall continue to be at-will, as
defined under applicable law, except as may otherwise be
specifically provided by applicable law or under the terms of any
written formal employment agreement or offer letter between the
Company and the Employee (an “Employment Agreement”).
This Agreement does not constitute an agreement to employ Employee
for any specific time.
3. Severance
Benefits and Obligations .
(a) In the event
the Employee is terminated involuntarily by Company without Cause,
as defined below, and provided the Employee executes a full,
effective release of claims promptly following termination,
substantially in the form attached hereto as Exhibit A and
effective no later than March 15 of the year following the
year in which the termination occurs (“Release”), the
Employee will be entitled to receive the following severance
benefits in a lump sum (less any withholding taxes): (i) an
amount equal to six months of base salary (as in effect immediately
prior to the
termination)
(ii) an amount equal to half of the Employee’s annual
target bonus (as in effect immediately prior to the termination)
for the fiscal year in which the termination occurs and
(iii) to the extent permitted to be continued under COBRA
coverage, Company-paid health, dental and vision insurance coverage
at the same level of coverage as was provided to such Employee
immediately prior to the termination and at the same ratio of
Company premium payment to Employee premium payment as was in
effect immediately prior to the termination (the
“Company-Paid Coverage”) for the period described in
this section. If such coverage included the Employee’s
dependents immediately prior to the termination, such dependents
shall also be covered at Company expense. Company-Paid Coverage
shall continue until the earlier of (i) six (6) months
from the date of termination, or (ii) the date upon which the
Employee and her dependents become covered under another
employer’s group health, dental and vision insurance plans
that provide Employee and her dependents with comparable benefits
and levels of coverage. For purposes of Title X of the Consolidated
Budget Reconciliation Act of 1985 (“COBRA”), the date
of the “qualifying event” for Employee and her
dependents shall be the date upon which the Company-Paid Coverage
terminates. Subject to subsection (d) below, the severance
payment in (i) and (ii) above to which Employee is
entitled shall be paid by the Company to Employee in cash not later
than 30 calendar days after the effective date of the Release. For
purposes of this Agreement, “Cause” is defined as:
(i) willfully engaging in gross misconduct that is
demonstrably injurious to Company; (ii) willful act or acts of
dishonesty or malfeasance undertaken by the individual;
(iii) conviction of a felony; or (iv) willful and
continued refusal or failure to substantially perform duties with
Company (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 Company’s CEO or Board of
Directors has provided the individual with a written demand for
substantial performance setting forth in detail the specific
respects in which it believes the individual has willfully and not
substantially performed the individual’s duties thereof and
has been provided a reasonable opportunity (to be not less than
30 days) to cure the same.
(b) In the event
Employee terminates her employment voluntarily for Good Reason, as
defined below, and provided the Employee executes promptly
following termination a full, effective release of claims,
substantially in the form attached hereto as Exhibit A and
effective no later than March 15 of the year following the
year in which the termination occurs, the Employee will be entitled
to receive the following severance benefits in a lump sum (less any
withholding taxes): (i) an amount equal to six months of base
salary (as in effect immediately prior to the termination),
(ii) an amount equal to half of the Employee’s annual
target bonus (as in effect immediately prior to the termination)
for the fiscal year in which the termination occurs, (iii) to
the extent permitted to be continued under COBRA coverage,
Company-paid health, dental and vision insurance coverage at the
same level of coverage as was provided to such Employee immediately
prior to the termination and at the same ratio of Company premium
payment to Employee premium payment as was in effect immediately
prior to the termination (the “Company-Paid Coverage”)
for the period described in this section, (iv) provided no
shares have otherwise vested under the restricted stock unit award
granted to Employee upon her initial employment with the
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Company
according to its terms, acceleration of vesting of such restricted
stock units equal to the total number of shares covered by such
award, multiplied by the number of full months of Employee’s
service to the Company completed through the date of termination
divided by 48, and (v) provided no shares have otherwise
vested under the stock option award granted to Employee upon her
initial employment with the Company according to its terms,
acceleration of vesting of such options equal to the total number
of shares covered by such award, multiplied by the number of full
months of Employee’s service to Company complet
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