Change of Control Agreement - Juniper Networks Inc. and Scott Kriens


                           CHANGE OF CONTROL AGREEMENT

        This Change of Control Agreement (the 'Agreement') is made and entered
into effective as of October 1, 1996 (the 'Effective Date'), by and between
Scott Kriens (the 'Employee') and Juniper Networks, Inc., a California
corporation (the 'Company').


                                 R E C I T A L S

        A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the 'Board') recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Employee, notwithstanding the
possibility, threat or occurrence of a change of control (as defined below) of
the Company.

        B. The Board believes that it is in the best interests of the Company
and its shareholders to provide the Employee with an incentive to continue his
employment and to maximize the value of the Company upon a Change of Control for
the benefit of its shareholders.

        C. The Board believes that it is imperative to provide the Employee with
certain severance benefits upon the Employee's termination of employment
following a Change of Control and thereby provide the Employee with enhanced
financial security and sufficient encouragement to remain with the Company
notwithstanding the possibility of a Change of Control.

        D. To accomplish the foregoing objectives, the Board of Directors has
directed the Company, upon execution of this Agreement by the Employee, to agree
to the terms provided herein.

        E. Certain capitalized terms used in the Agreement are defined in
Section 8 below.


                                    AGREEMENT

        In consideration of the mutual covenants herein contained, and in
consideration of the continuing employment of Employee by the Company, the
parties agree as follows:

        1.     Duties and Scope of Employment.

               (a) Position. The Company shall employ the Employee in the
position of Chief Executive Officer with such duties, responsibilities and
compensation as in effect as of the Effective Date; provided, however, that the
Board shall have the right, prior to the occurrence of a Change of Control, to
revise such responsibilities and compensation from time to time as the Board may
deem necessary or appropriate.









               (b) Obligations. The Employee shall devote his full business
efforts and time to the Company and its subsidiaries. The foregoing, however,
shall not preclude the Employee from engaging in such activities and services as
do not interfere or conflict with his responsibilities to the Company.

        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. If the Employee's employment terminates for any reason,
including (without limitation) any termination prior to a Change of Control, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's established Employee plans and
policies at the time of termination. The terms of this Agreement shall terminate
upon the earlier of (i) the date that all obligations of the parties hereunder
have been satisfied or (ii) the date upon which this Agreement terminates by
consent of the parties hereto. A termination of the terms of this Agreement
pursuant to the preceding sentence shall be effective for all purposes, except
that such termination shall not affect the payment or provision of compensation
or benefits on account of a termination of employment occurring prior to the
termination of the terms of this Agreement.

        3. Compensation and Benefits.

               (a) Base Compensation. The Company shall pay the Employee as
compensation for services a base salary at the annualized rate agreed upon by
the Company and the Employee as of the Effective Date in effect at the time of
the Change of Control (as defined herein). Such salary shall be reviewed at
least annually and shall be increased from time to time subject to
accomplishment of such performance and contribution goals and objectives as may
be established from time to time by the Board of Directors. Such salary shall be
paid periodically in accordance with normal Company payroll practices. The
annual compensation specified in this Section 3(a), together with any increases
in such compensation that the Board may grant from time to time, is referred to
in this Agreement as 'Base Compensation.'

               (b) Bonus. Beginning with the Company's next fiscal year and for
each fiscal year thereafter during the term of this Agreement, if the Board
implements a bonus program, the Employee shall be eligible to receive an annual
bonus (the 'Bonus') based upon targets approved prior to the beginning of each
fiscal year by the Board (the 'Target Bonus'). The Bonus payable hereunder shall
be paid in accordance with the Company's normal practices and policies.

               (c) Employee Benefits. The Employee shall be eligible to
participate in the Employee benefit plans and executive compensation programs
maintained by the Company applicable to other key executives of the Company,
including (without limitation) retirement plans, savings or profit-sharing
plans, deferred compensation plans, supplemental retirement or excess-benefit
plans, stock option, incentive or other bonus plans, life, disability, health,
accident and other insurance programs, paid vacations, and similar plans or
programs, subject in each case to the generally applicable terms and conditions
of the plan or program in question and to the determination of any committee
administering such plan or program.

                                      -2-









        4. Change of Control.

               (a) Accelerated Vesting Upon a Change of Control. In the event of
a Change of Control, in addition to any portion of the Employee's restricted
stock and options that were vested immediately prior to such Change of Control,
shares of restricted stock shall be released from the repurchase option and
options shall become vested and exercisable as to an additional amount as though
the Employee had remained continuously employed for a period of eighteen (18)
months following such Change of Control. In addition, at a Change of Control,
shares of restricted stock and options shall be released from the repurchase
option and options shall become vested and exercisable at a rate which is 1.5
times the rate otherwise set forth in the Agreement for a period of twelve (12)
full calendar months following the Change of Control; provided however, if the
Employee's employment with the Company terminates at any time within such twelve
(12) month period after a Change of Control as a result of Involuntary
Termination other than for Cause, then upon such termination, shares of
restricted stock shall be released from the repurchase options and options shall
become vested and exercisable with respect to all of the shares which otherwise
would vest during such twelve (12) month period under this section; provided
further that if such Involuntary Termination results from an event described in
Section 8(b)(i), (ii), (iii), (iv) or (v), Employee shall agree to provide
transition services pursuant to Section 5 hereof and during such transition
period, shares of restricted stock shall be released from the repurchase option
and options shall become vested and exercisable at a rate which is 1.5 times the
rate otherwise set forth in the Agreement.

               (b) Compensation. In addition to the above, if Employee's
employment with the Company is terminated as a result of an Involuntary
Termination other than for Cause, upon a Change of Control, Employee shall be
entitled to receive Base Compensation and Benefits for a period of three (3)
months.

        5. Transition Services. Following a Change of Control, if the Board of
Directors so requests, Employee shall continue his employment for a period not
to exceed twelve (12) months to assist in the transition. Employee's duties and
obligations under this Section 5 are limited solely to provide transition
services. Any additional or other duties or obligations must be negotiated
separately. During such time, Employee shall continue to receive an amount equal
to the Base Compensation (including bonus) and Benefits for the year in which
the Change of Control occurs.

        6. Termination Apart from a Change of Control. If Employee's employment
is terminated as a result of Involuntary Termination other than for Cause, he
shall be entitled to receive three (3) months Base Compensation and Benefits,
regardless of whether there has been a Change of Control. In addition, if no
Change of Control has occurred, Employee's restricted stock shall be released
from the repurchase option and options shall become vested and exercisable as to
an additional amount as though the Employee had remained continuously employed
for a period of three (3) months.

        7. Certain Business Combinations. In the event it is determined by the
Board of Directors, upon receipt of a written opinion of the Corporation's
independent public accountants, that the enforcement of any Section or
subsection of this Agreement, including, but not limited to,



                                      -3-








Section 4(a) hereof, which allows for the acceleration of the release of the
repurchase option with respect to restricted shares of the Corporation's common
stock upon a termination in connection with a Change of Control, would preclude
accounting for any proposed business combination of the Corporation involving a
Change of Control as a pooling of interests, and the Board otherwise desires to
approve such a proposed business transaction which requires as a condition to
the closing of such transaction that it be accounted for as a pooling of
interests, then any such Section or subsection of this Statement shall be null
and void. For purposes of this Section 7, the Board's determination shall
require the unanimous approval of the disinterested Board members.

        8. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:

               (a) Change of Control. 'Change of Control' shall mean the
occurrence of any of the following events:

                        (i) Any 'person' (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the
'beneficial owner' (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities,
other than in a private financing where securities are acquired directly from
the Company;

                        (ii) A change in the composition of the Board of
Directors of the Company occurring within a two-year period, as a result of
which fewer than a majority of the directors are Incumbent Directors. 'Incumbent
Directors' shall mean directors who either (A) are directors of the Company as
of the date hereof, or (B) are elected, or nominated for election, to the Board
of Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual not otherwise an Incumbent Director whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or

                        (iii) The approval by shareholders of the Company of a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the approval by
the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.

               (b) Involuntary Termination. 'Involuntary Termination' shall mean
(i) without the Employee's express written consent, a significant reduction of
the Employee's duties, position or responsibilities, or the removal of the
Employee from such position and responsibilities, unless the Employee is
provided with a comparable position (i.e., a position of equal or greater
organizational level, duties, authority, compensation and status); (ii) without
the Employee's express written


                                      -4-






consent, a substantial reduction, without good business reasons, of the
facilities and perquisites (including office space and location) available to
the Employee immediately prior to such reduction; (iii) a significant reduction
by the Company in the Base Compensation of the Employee as in effect immediately
prior to such reduction; (iv) a material reduction by the Company in the kind or
level of Employee benefits to which the Employee is entitled immediately prior
to such reduction with the result that the Employee's overall benefits package
is significantly reduced; (v) without the Employee's express written consent,
the relocation of the Employee to a facility or a location more than 50 miles
from the Employee's then present location; (vi) any purported termination of the
Employee by the Company which is not effected for Disability or for Cause, or
any purported termination for which the grounds relied upon are not valid; or
(vii) the failure of the Company to obtain the assumption of this Agreement by
any successors contemplated in Section 10 below.

               (c) Cause. 'Cause' shall mean (i) any act of personal dishonesty
taken by the Employee in connection with his responsibilities as an Employee and
intended to result in substantial personal enrichment of the Employee, (ii) the
conviction of a felony which the Board reasonably believes had or will have a
material detrimental effect on the Company's reputation or business, (iii) a
willful act by the Employee which constitutes gross misconduct and which is
injurious to the Company, and (iv) continued violations by the Employee of the
Employee's obligations which are demonstrably willful and deliberate on the
Employee's part after there has been delivered to the Employee a written demand
for performance from the Company which describes the basis for the Company's
belief that the Employee has not substantially performed his duties.

               (d) Disability. 'Disability' shall mean that the Employee has
been unable to perform his duties under this Agreement as the result of his
incapacity due to physical or mental illness, and such inability, at least 26
weeks after its commencement, is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Employee
or the Employee's legal representative (such agreement as to acceptability not
to be unreasonably withheld).

               (e) Termination Date. 'Termination Date' shall mean the date on
which either party delivers a notice of termination to the other.

        9. Successors.

               (a) Company's Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under this Agreement, the term
'Company' shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this
subsection (a) or which becomes bound by the terms of this Agreement by
operation of law.


                                      -5-









               (b) Employee's Successors. The terms of this Agreement and all
rights of the Employee hereunder shall inure to the benefit of, and be
enforceable by, the Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.

        10. Notice.

               (a) General. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid. In the case of the Employee,
mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing. In the case of the Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Secretary.

               (b) Notice of Termination. Any termination by the Company for
Cause or by the Employee as a result of a voluntary resignation or an
Involuntary Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with Section 10 of this Agreement. Such
notice shall indicate the specific termination provision in this Agreement
relied upon, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination under the provision so indicated, and
shall specify the termination date (which shall be not more than 30 days after
the giving of such notice). The failure by the Employee to include in the notice
any fact or circumstance which contributes to a showing of Involuntary
Termination shall not waive any right of the Employee hereunder or preclude the
Employee from asserting such fact or circumstance in enforcing his rights
hereunder.

        11. Arbitration. At the option of either party, any and all disputes or
controversies whether of law or fact and of any nature whatsoever arising from
or respecting this Agreement shall be decided by arbitration in accordance with
the rules and regulations of the American Arbitration Association.

            The arbitrator shall be selected as follows: in the event the
Company and the Employee agree on one arbitrator, the arbitration shall be
conducted by such arbitrator. In the event the Company and the Employee do not
so agree, the Company and the Employee shall each select one independent,
qualified arbitrator and the two arbitrators so selected shall select the third
arbitrator. The Company reserves the right to object to any individual
arbitrator who shall be employed by or affiliated with a competing organization.

            Arbitration shall take place at Santa Clara County, California, or 
any other location mutually agreeable to the parties. At the request of either
party, arbitration proceedings will be conducted in the utmost secrecy; in such
case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in secrecy under seal, available for the
inspection only of the Company or the Employee and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
secrecy until such information shall become generally known. The arbitrator, who
shall act by majority vote, shall be able to decree any and all relief of an
equitable nature,


                                      -6-








including but not limited to such relief as a temporary restraining order, a
temporary and/or a permanent injunction, and shall also be able to award
damages, with or without an accounting and costs, provided that punitive damages
shall not be awarded. The decree or judgment of an award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.

               Reasonable notice of the time and place of arbitration shall be
given to all persons, other than the parties, as shall be required by law, in
which case such persons or those authorized representatives shall have the right
to attend and/or participate in all the arbitration hearings in such manner as
the law shall require.

        12. Miscellaneous Provisions.

               (a) No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement, nor shall any
such payment be reduced by any earnings that the Employee may receive from any
other source.

               (b) Waiver. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Employee and by an authorized officer of the
Company (other than the Employee). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.

               (c) Whole Agreement. No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof.

               (d) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California.

               (e) Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.

               (f) No Assignment of Benefits. The rights of any person to
payments or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this subsection (d) shall be
void.

               (g) Employment Taxes. All payments made pursuant to this
Agreement will be subject to withholding of applicable income and employment
taxes.

               (h) Assignment by Company. The Company may assign its rights
under this Agreement to an affiliate, and an affiliate may assign its rights
under this Agreement to another



                                      -7-








affiliate of the Company or to the Company; provided, however, that no
assignment shall be made if the net worth of the assignee is less than the net
worth of the Company at the time of assignment. In the case of any such
assignment, the term 'Company' when used in a section of this Agreement shall
mean the corporation that actually employs the Employee.

               (i) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.

        IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.

COMPANY:                               JUNIPER NETWORKS, INC.


                                       By:    
                                           -------------------------------------
                                       Title: 
                                              ----------------------------------

EMPLOYEE:                              -----------------------------------------
                                       Scott Kriens



                                      -8-