{"id":38618,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-agreement-juniper-networks-inc-and-marcel.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-agreement-juniper-networks-inc-and-marcel","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-agreement-juniper-networks-inc-and-marcel.html","title":{"rendered":"Change of Control Agreement &#8211; Juniper Networks Inc. and Marcel Gani"},"content":{"rendered":"<pre>\n\n                             JUNIPER NETWORKS, INC.\n\n                           CHANGE OF CONTROL AGREEMENT\n\n\n        This Change of Control Agreement (the 'AGREEMENT') is made and entered\ninto by and between Marcel Gani (the 'EMPLOYEE') and Juniper Networks, Inc., a\nCalifornia corporation (the 'COMPANY'), effective as of February 18, 1997.\n\n\n                                 R E C I T A L S\n\n        A. It is expected that the Company from time to time will consider the\npossibility of an acquisition by another company or other Change of Control. The\nBoard of Directors of the Company (the 'BOARD') recognizes that such\nconsideration can be a distraction to the Employee and can cause the Employee to\nconsider alternative employment opportunities. The Board has determined that it\nis in the best interests of the Company and its stockholders to assure that the\nCompany will have the continued dedication and objectivity of the Employee,\nnotwithstanding the possibility, threat or occurrence of a Change of Control (as\ndefined below) of the Company.\n\n        B. The Board believes that it is imperative to provide the Employee with\ncertain benefits upon a Change of Control which provides the Employee with\nenhanced financial security and provides incentive and encouragement to the\nEmployee to remain with the Company notwithstanding the possibility of a Change\nof Control.\n\n        The parties hereto agree as follows:\n\n        1. TERM OF AGREEMENT. This Agreement shall terminate on the earlier of\n(i) the date that all obligations of the parties hereto with respect to this\nAgreement have been satisfied or (ii) the date upon which this Agreement\nterminates by consent of the parties hereto.\n\n        2. AT-WILL EMPLOYMENT. The Company and the Employee acknowledge that the\nEmployee's employment is and shall continue to be at-will, as defined under\napplicable law. If the Employee's employment terminates for any reason,\nincluding (without limitation) any termination prior to a Change of Control,\nunless the termination is to avoid this agreement, the Employee shall not be\nentitled to any payments, benefits, damages, awards or compensation other than\nas provided by this Agreement, or as may otherwise be available in accordance\nwith the Company's established employee plans and practice or pursuant to other\nagreements with the Company.\n\n        3. DEFINITIONS.\n\n               (a) 'CHANGE OF CONTROL' means the occurrence of any of the\nfollowing events:\n\n\n\n\n\n\n\n\n\n\n\n\n                       (i)Any 'person' (as such term is used in Sections s13(d)\nand 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the\n'BENEFICIAL OWNER' (as defined in Rule 13d-3 under said Act), directly or\nindirectly, of securities of the Company representing 50% or more of the total\nvoting power represented by the Company's then outstanding voting securities\nother than in a private financing transaction approved by the Board of\nDirectors; or\n\n                       (ii) the direct or indirect sale or exchange by the\nstockholders of the Company of all or substantially all of the stock of the\nCompany;\n\n                       (iii) a merger or consolidation in which the Company is a\nparty and in which the stockholders of the Company before such Ownership Change\ndo not retain, directly or indirectly, at a least majority of the beneficial\ninterest in the voting stock of the Company after such transaction;\n\n                       (iv) or an agreement for the sale or disposition by the\nCompany of all or substantially all the Company's assets.\n\n               (b) BASE COMPENSATION. The Company shall pay the Employee as\ncompensation for services a base salary at the annualized rate agreed upon by\nthe Company and the Employee as of the Effective Date or in effect at the time\nof Termination. Such salary shall be reviewed at least annually and shall be\nincreased from time to time subject to accomplishment of such performance and\ncontribution goals and objectives as may be established from time to time by the\nBoard of Directors. Such salary shall be paid periodically in accordance with\nnormal Company payroll practices. The annual compensation specified in this\nSection, together with any increases in such compensation that the Board may\ngrant from time to time, is referred to in this Agreement as 'Base\nCompensation.'\n\n               (c) EMPLOYEE BENEFITS. The Employee shall be eligible to\nparticipate in the Employee benefit plans and executive compensation programs\nmaintained by the Company applicable to other key executives of the Company,\nincluding (without limitation) retirement plans, savings or profit-sharing\nplans, deferred compensation plans, supplemental retirement or excess-benefit\nplans, stock option, incentive or other bonus plans, life, disability, health,\naccident and other insurance programs, paid vacations, and similar plans or\nprograms, subject in each case to the generally applicable terms and conditions\nof the plan or program in question and to the determination of any committee\nadministering such plan or program.\n\n               (d) INVOLUNTARY TERMINATION. 'Involuntary Termination' shall mean\n(i) without the Employee's express written consent, a significant reduction of\nthe Employee's duties, position or responsibilities, or the removal of the\nEmployee from such position and responsibilities, unless the Employee is\nprovided with a comparable position (i.e., a position of equal or greater\norganizational level, duties, authority, compensation and status); (ii) without\nthe Employee's express written consent, a substantial reduction, without good\nbusiness reasons, of the facilities and perquisites (including office space and\nlocation) available to the Employee immediately prior to such reduction; (iii) a\nsignificant reduction by the Company in the Base Compensation of the Employee as\nin effect immediately prior to such reduction; (iv) a material reduction by the\nCompany in the kind or level of\n\n\n                                      -2-\n\n\n\n\n\n\n\nEmployee benefits to which the Employee is entitled immediately prior to such\nreduction with the result that the Employee's overall benefits package is\nsignificantly reduced; (v) without the Employee's express written consent, the\nrelocation of the Employee to a facility or a location more than 50 miles from\nthe Employee's then present location; (vi) any purported termination of the\nEmployee by the Company which is not effected for Disability or for Cause, or\nany purported termination for which the grounds relied upon are not valid; or\n(vii) the failure of the Company to obtain the assumption of this Agreement by\nany successors contemplated in Section 7 below.\n\n               (e) CAUSE. 'Cause' shall mean (i) any act of personal dishonesty\ntaken by the Employee in connection with his responsibilities as an Employee and\nintended to result in substantial personal enrichment of the Employee, (ii) the\nconviction of a felony which the Board reasonably believes had or will have a\nmaterial detrimental effect on the Company's reputation or business, (iii) a\nwillful act by the Employee which constitutes gross misconduct and which is\ninjurious to the Company, and (iv) continued violations by the Employee of the\nEmployee's obligations which are demonstrably willful and deliberate on the\nEmployee's part after there has been delivered to the Employee a written demand\nfor performance from the Company which describes the basis for the Company's\nbelief that the Employee has not substantially performed his duties.\n\n        4. CHANGE OF CONTROL BENEFITS.\n\n               (a) Change of Control. Employee shall be entitled to receive from\nthe Company the benefits as provided in this Section 4 if there is a Change of\nControl that occurs while Employee is employed by the Company.\n\n                        (i)Option and Restricted Stock Accelerated Vesting. In\nthe event of a Change of Control that occurs while Employee is employed by the\nCompany, shares of restricted stock shall be released from the repurchase option\nand options shall become immediately vested and exercisable as to the number of\nshares that would vest over the next thirty (30) months or the balance of\nEmployee's unvested stock if a lesser amount. Notwithstanding the foregoing, if\nsuch vesting acceleration would cause a contemplated Change of Control\ntransaction that was intended to be accounted for as a 'pooling-of-interests'\ntransaction to become ineligible for such accounting treatment under generally\naccepted accounting principles, as determined by the Company's independent\npublic accountants (the 'ACCOUNTANTS') prior to the Change of Control,\nEmployee's stock options and restricted stock shall not have their vesting so\naccelerated.\n\n                        (ii) Compensation. In addition to the above, if\nEmployee's employment with the Company is terminated as a result of Involuntary\nTermination other than for Cause, regardless of whether there has been a Change\nof Control, Employee shall be entitled to receive Base Compensation and Benefits\nfor a period of three (3) months.\n\n        5. ATTORNEY FEES, COSTS AND EXPENSES. The prevailing party, determined\nwithout regard to whether or not the action results in a final judgment, shall\nbe entitled to collect from the other party its reasonable attorneys' fees,\ncosts and expenses incurred in connection with any action brought by either\nparty in connection with the subject matter of this Agreement.\n\n\n                                      -3-\n\n\n\n\n\n\n\n\n        6. LIMITATION ON PAYMENTS. In the event that the benefits provided for\nin this Agreement or otherwise payable to the Employee (i) constitute 'parachute\npayments' within the meaning of Section 280G of the Internal Revenue Code of\n1986, as amended (the 'Code') and (ii) but for this Section, would be subject to\nthe excise tax imposed by Section 4999 of the Code, then the Employee's\nseverance benefits under subsection 3(b) shall be payable either\n\n               (a) in full, or\n\n               (b) as to such lesser amount which would result in no portion of\nsuch benefits being subject to excise tax under Section 4999 of the Code,\n\nwhichever of the foregoing amounts, taking into account the applicable federal,\nstate and local income taxes and the excise tax imposed by Section 4999, results\nin the receipt by the Employee on an after-tax basis, of the greatest amount of\nbenefits under subsection 3(b), notwithstanding that all or some portion of such\nbenefits may be taxable under Section 4999 of the Code. Unless the Company and\nthe Employee otherwise agree in writing, any determination required under this\nSection 6 shall be made in writing by the Company's independent public\naccountants (the 'Accountants'), whose determination shall be conclusive and\nbinding upon the Employee and the Company for all purposes. For purposes of\nmaking the calculations required by this Section 6, the Accountants may make\nreasonable assumptions and approximations concerning applicable taxes and may\nrely on reasonable, good faith interpretations concerning the application of\nSections 280G and 4999 of the Code. The Company and the Employee shall furnish\nto the Accountants such information and documents as the Accountants may\nreasonably request in order to make a determination under this Section. The\nCompany shall bear all costs the Accountants may reasonably incur in connection\nwith any calculations contemplated by this Section 6.\n\n        7. SUCCESSORS.\n\n               (a) Company's Successors. Any successor to the Company (whether\ndirect or indirect and whether by purchase, merger, consolidation, liquidation\nor otherwise) to all or substantially all of the Company's business and\/or\nassets shall assume the obligations under this Agreement and agree expressly to\nperform the obligations under this Agreement in the same manner and to the same\nextent as the Company would be required to perform such obligations in the\nabsence of a succession. For all purposes under this Agreement, the term\n'COMPANY' shall include any successor to the Company's business and\/or assets\nwhich executes and delivers the assumption agreement described in this Section 7\n(a) or which becomes bound by the terms of this Agreement by operation of law.\n\n               (b) Employee's Successors. The terms of this Agreement and all\nrights of the Employee hereunder shall inure to the benefit of, and be\nenforceable by, the Employee's personal or legal representatives, executors,\nadministrators, successors, heirs, distributes, devisees and legatees.\n\n        8. NOTICE. Notices and all other communications contemplated by this\nAgreement shall be in writing and shall be deemed to have been duly given when\npersonally delivered or when mailed by U.S. registered or certified mail, return\nreceipt requested and postage prepaid. In the case\n\n\n                                      -4-\n\n\n\n\n\n\nof the Employee, mailed notices shall be addressed to him at the home address\nwhich he most recently communicated to the Company in writing. In the case of\nthe Company, mailed notices shall be addressed to its corporate headquarters,\nand all notices shall be directed to the attention of its Secretary.\n\n        9. MISCELLANEOUS PROVISIONS.\n\n               (a) Waiver. No provision of this Agreement shall be modified,\nwaived or discharged unless the modification, waiver or discharge is agreed to\nin writing and signed by the Employee and by an authorized officer of the\nCompany (other than the Employee). No waiver by either party of any breach of,\nor of compliance with, any condition or provision of this Agreement by the other\nparty shall be considered a waiver of any other condition or provision or of the\nsame condition or provision at another time.\n\n               (b) Whole Agreement. No agreements, representations or\nunderstandings (whether oral or written and whether express or implied) which\nare not expressly set forth in this Agreement have been made or entered into by\neither party with respect to the subject matter hereof.\n\n               (c) Choice of Law. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nCalifornia as applied to agreements entered into and performed within California\nsolely by residents of that state.\n\n               (d) Severability. The invalidity or unenforceability of any\nprovision or provisions of this Agreement shall not affect the validity or\nenforceability of any other provision hereof, which shall remain in full force\nand effect.\n\n               (e) Counterparts. This Agreement may be executed in counterparts,\neach of which shall be deemed an original, but all of which together will\nconstitute one and the same instrument.\n\n\n\n\n                                      -5-\n\n\n\n\n\n\n\n        IN WITNESS WHEREOF, each of the parties has executed this Agreement, in\nthe case of the Company by its duly authorized officer, as of the date set forth\nabove.\n\n\n\nCOMPANY                              JUNIPER NETWORKS, INC.\n\n\n                                     -----------------------------------\n                                     Scott Kriens, President\n\nEMPLOYEE\n\n                                     -----------------------------------\n                                     Marcel Gani\n\n\n\n                                      -6-\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7951],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9539,9551],"class_list":["post-38618","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-juniper-networks-inc","corporate_contracts_industries-technology__networking","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38618","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38618"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38618"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38618"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38618"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}