{"id":38619,"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-scott.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-agreement-juniper-networks-inc-and-scott","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-agreement-juniper-networks-inc-and-scott.html","title":{"rendered":"Change of Control Agreement &#8211; Juniper Networks Inc. and Scott Kriens"},"content":{"rendered":"<pre>                           CHANGE OF CONTROL AGREEMENT\n\n        This Change of Control Agreement (the 'Agreement') is made and entered\ninto effective as of October 1, 1996 (the 'Effective Date'), by and between\nScott Kriens (the 'Employee') and Juniper Networks, Inc., a California\ncorporation (the 'Company').\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 of the Employee, notwithstanding the\npossibility, threat or occurrence of a change of control (as defined below) of\nthe Company.\n\n        B. The Board believes that it is in the best interests of the Company\nand its shareholders to provide the Employee with an incentive to continue his\nemployment and to maximize the value of the Company upon a Change of Control for\nthe benefit of its shareholders.\n\n        C. The Board believes that it is imperative to provide the Employee with\ncertain severance benefits upon the Employee's termination of employment\nfollowing a Change of Control and thereby provide the Employee with enhanced\nfinancial security and sufficient encouragement to remain with the Company\nnotwithstanding the possibility of a Change of Control.\n\n        D. To accomplish the foregoing objectives, the Board of Directors has\ndirected the Company, upon execution of this Agreement by the Employee, to agree\nto the terms provided herein.\n\n        E. Certain capitalized terms used in the Agreement are defined in\nSection 8 below.\n\n\n                                    AGREEMENT\n\n        In consideration of the mutual covenants herein contained, and in\nconsideration of the continuing employment of Employee by the Company, the\nparties agree as follows:\n\n        1.     Duties and Scope of Employment.\n\n               (a) Position. The Company shall employ the Employee in the\nposition of Chief Executive Officer with such duties, responsibilities and\ncompensation as in effect as of the Effective Date; provided, however, that the\nBoard shall have the right, prior to the occurrence of a Change of Control, to\nrevise such responsibilities and compensation from time to time as the Board may\ndeem necessary or appropriate.\n\n\n\n\n\n\n\n\n\n               (b) Obligations. The Employee shall devote his full business\nefforts and time to the Company and its subsidiaries. The foregoing, however,\nshall not preclude the Employee from engaging in such activities and services as\ndo not interfere or conflict with his responsibilities to the Company.\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, the\nEmployee shall not be entitled to any payments, benefits, damages, awards or\ncompensation other than as provided by this Agreement, or as may otherwise be\navailable in accordance with the Company's established Employee plans and\npolicies at the time of termination. The terms of this Agreement shall terminate\nupon the earlier of (i) the date that all obligations of the parties hereunder\nhave been satisfied or (ii) the date upon which this Agreement terminates by\nconsent of the parties hereto. A termination of the terms of this Agreement\npursuant to the preceding sentence shall be effective for all purposes, except\nthat such termination shall not affect the payment or provision of compensation\nor benefits on account of a termination of employment occurring prior to the\ntermination of the terms of this Agreement.\n\n        3. Compensation and Benefits.\n\n               (a) 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 in effect at the time of\nthe Change of Control (as defined herein). Such salary shall be reviewed at\nleast annually and shall be increased from time to time subject to\naccomplishment of such performance and contribution goals and objectives as may\nbe established from time to time by the Board of Directors. Such salary shall be\npaid periodically in accordance with normal Company payroll practices. The\nannual compensation specified in this Section 3(a), together with any increases\nin such compensation that the Board may grant from time to time, is referred to\nin this Agreement as 'Base Compensation.'\n\n               (b) Bonus. Beginning with the Company's next fiscal year and for\neach fiscal year thereafter during the term of this Agreement, if the Board\nimplements a bonus program, the Employee shall be eligible to receive an annual\nbonus (the 'Bonus') based upon targets approved prior to the beginning of each\nfiscal year by the Board (the 'Target Bonus'). The Bonus payable hereunder shall\nbe paid in accordance with the Company's normal practices and policies.\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                                      -2-\n\n\n\n\n\n\n\n\n\n        4. Change of Control.\n\n               (a) Accelerated Vesting Upon a Change of Control. In the event of\na Change of Control, in addition to any portion of the Employee's restricted\nstock and options that were vested immediately prior to such Change of Control,\nshares of restricted stock shall be released from the repurchase option and\noptions shall become vested and exercisable as to an additional amount as though\nthe Employee had remained continuously employed for a period of eighteen (18)\nmonths following such Change of Control. In addition, at a Change of Control,\nshares of restricted stock and options shall be released from the repurchase\noption and options shall become vested and exercisable at a rate which is 1.5\ntimes the rate otherwise set forth in the Agreement for a period of twelve (12)\nfull calendar months following the Change of Control; provided however, if the\nEmployee's employment with the Company terminates at any time within such twelve\n(12) month period after a Change of Control as a result of Involuntary\nTermination other than for Cause, then upon such termination, shares of\nrestricted stock shall be released from the repurchase options and options shall\nbecome vested and exercisable with respect to all of the shares which otherwise\nwould vest during such twelve (12) month period under this section; provided\nfurther that if such Involuntary Termination results from an event described in\nSection 8(b)(i), (ii), (iii), (iv) or (v), Employee shall agree to provide\ntransition services pursuant to Section 5 hereof and during such transition\nperiod, shares of restricted stock shall be released from the repurchase option\nand options shall become vested and exercisable at a rate which is 1.5 times the\nrate otherwise set forth in the Agreement.\n\n               (b) Compensation. In addition to the above, if Employee's\nemployment with the Company is terminated as a result of an Involuntary\nTermination other than for Cause, upon a Change of Control, Employee shall be\nentitled to receive Base Compensation and Benefits for a period of three (3)\nmonths.\n\n        5. Transition Services. Following a Change of Control, if the Board of\nDirectors so requests, Employee shall continue his employment for a period not\nto exceed twelve (12) months to assist in the transition. Employee's duties and\nobligations under this Section 5 are limited solely to provide transition\nservices. Any additional or other duties or obligations must be negotiated\nseparately. During such time, Employee shall continue to receive an amount equal\nto the Base Compensation (including bonus) and Benefits for the year in which\nthe Change of Control occurs.\n\n        6. Termination Apart from a Change of Control. If Employee's employment\nis terminated as a result of Involuntary Termination other than for Cause, he\nshall be entitled to receive three (3) months Base Compensation and Benefits,\nregardless of whether there has been a Change of Control. In addition, if no\nChange of Control has occurred, Employee's restricted stock shall be released\nfrom the repurchase option and options shall become vested and exercisable as to\nan additional amount as though the Employee had remained continuously employed\nfor a period of three (3) months.\n\n        7. Certain Business Combinations. In the event it is determined by the\nBoard of Directors, upon receipt of a written opinion of the Corporation's\nindependent public accountants, that the enforcement of any Section or\nsubsection of this Agreement, including, but not limited to,\n\n\n\n                                      -3-\n\n\n\n\n\n\n\n\nSection 4(a) hereof, which allows for the acceleration of the release of the\nrepurchase option with respect to restricted shares of the Corporation's common\nstock upon a termination in connection with a Change of Control, would preclude\naccounting for any proposed business combination of the Corporation involving a\nChange of Control as a pooling of interests, and the Board otherwise desires to\napprove such a proposed business transaction which requires as a condition to\nthe closing of such transaction that it be accounted for as a pooling of\ninterests, then any such Section or subsection of this Statement shall be null\nand void. For purposes of this Section 7, the Board's determination shall\nrequire the unanimous approval of the disinterested Board members.\n\n        8. Definition of Terms. The following terms referred to in this\nAgreement shall have the following meanings:\n\n               (a) Change of Control. 'Change of Control' shall mean the\noccurrence of any of the following events:\n\n                        (i) Any 'person' (as such term is used in Sections 13(d)\nand 14(d) of the Securities Exchange Act of 1934, as amended) becoming 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 where securities are acquired directly from\nthe Company;\n\n                        (ii) A change in the composition of the Board of\nDirectors of the Company occurring within a two-year period, as a result of\nwhich fewer than a majority of the directors are Incumbent Directors. 'Incumbent\nDirectors' shall mean directors who either (A) are directors of the Company as\nof the date hereof, or (B) are elected, or nominated for election, to the Board\nof Directors of the Company with the affirmative votes of at least a majority of\nthe Incumbent Directors at the time of such election or nomination (but shall\nnot include an individual not otherwise an Incumbent Director whose election or\nnomination is in connection with an actual or threatened proxy contest relating\nto the election of directors to the Company); or\n\n                        (iii) The approval by shareholders of the Company of a\nmerger or consolidation of the Company with any other corporation, other than a\nmerger or consolidation which would result in the voting securities of the\nCompany outstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted into voting securities of the\nsurviving entity) at least fifty percent (50%) of the total voting power\nrepresented by the voting securities of the Company or such surviving entity\noutstanding immediately after such merger or consolidation, or the approval by\nthe shareholders of the Company approve a plan of complete liquidation of the\nCompany or an agreement for the sale or disposition by the Company of all or\nsubstantially all the Company's assets.\n\n               (b) 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\n\n\n                                      -4-\n\n\n\n\n\n\nconsent, a substantial reduction, without good business reasons, of the\nfacilities and perquisites (including office space and location) available to\nthe Employee immediately prior to such reduction; (iii) a significant reduction\nby the Company in the Base Compensation of the Employee as in effect immediately\nprior to such reduction; (iv) a material reduction by the Company in the kind or\nlevel of Employee benefits to which the Employee is entitled immediately prior\nto such reduction with the result that the Employee's overall benefits package\nis significantly reduced; (v) without the Employee's express written consent,\nthe relocation of the Employee to a facility or a location more than 50 miles\nfrom the 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 10 below.\n\n               (c) 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               (d) Disability. 'Disability' shall mean that the Employee has\nbeen unable to perform his duties under this Agreement as the result of his\nincapacity due to physical or mental illness, and such inability, at least 26\nweeks after its commencement, is determined to be total and permanent by a\nphysician selected by the Company or its insurers and acceptable to the Employee\nor the Employee's legal representative (such agreement as to acceptability not\nto be unreasonably withheld).\n\n               (e) Termination Date. 'Termination Date' shall mean the date on\nwhich either party delivers a notice of termination to the other.\n\n        9. Successors.\n\n               (a) Company's Successors. Any successor to the Company (whether\ndirect or indirect and whether by purchase, lease, merger, consolidation,\nliquidation or otherwise) to all or substantially all of the Company's business\nand\/or assets shall assume the obligations under this Agreement and agree\nexpressly to perform the obligations under this Agreement in the same manner and\nto the same extent as the Company would be required to perform such obligations\nin the absence 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\nsubsection (a) or which becomes bound by the terms of this Agreement by\noperation of law.\n\n\n                                      -5-\n\n\n\n\n\n\n\n\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, distributees, devisees and legatees.\n\n        10. Notice.\n\n               (a) General. Notices and all other communications contemplated by\nthis Agreement shall be in writing and shall be deemed to have been duly given\nwhen personally delivered or when mailed by U.S. registered or certified mail,\nreturn receipt requested and postage prepaid. In the case of the Employee,\nmailed notices shall be addressed to him at the home address which he most\nrecently communicated to the Company in writing. In the case of the Company,\nmailed notices shall be addressed to its corporate headquarters, and all notices\nshall be directed to the attention of its Secretary.\n\n               (b) Notice of Termination. Any termination by the Company for\nCause or by the Employee as a result of a voluntary resignation or an\nInvoluntary Termination shall be communicated by a notice of termination to the\nother party hereto given in accordance with Section 10 of this Agreement. Such\nnotice shall indicate the specific termination provision in this Agreement\nrelied upon, shall set forth in reasonable detail the facts and circumstances\nclaimed to provide a basis for termination under the provision so indicated, and\nshall specify the termination date (which shall be not more than 30 days after\nthe giving of such notice). The failure by the Employee to include in the notice\nany fact or circumstance which contributes to a showing of Involuntary\nTermination shall not waive any right of the Employee hereunder or preclude the\nEmployee from asserting such fact or circumstance in enforcing his rights\nhereunder.\n\n        11. Arbitration. At the option of either party, any and all disputes or\ncontroversies whether of law or fact and of any nature whatsoever arising from\nor respecting this Agreement shall be decided by arbitration in accordance with\nthe rules and regulations of the American Arbitration Association.\n\n            The arbitrator shall be selected as follows: in the event the\nCompany and the Employee agree on one arbitrator, the arbitration shall be\nconducted by such arbitrator. In the event the Company and the Employee do not\nso agree, the Company and the Employee shall each select one independent,\nqualified arbitrator and the two arbitrators so selected shall select the third\narbitrator. The Company reserves the right to object to any individual\narbitrator who shall be employed by or affiliated with a competing organization.\n\n            Arbitration shall take place at Santa Clara County, California, or \nany other location mutually agreeable to the parties. At the request of either\nparty, arbitration proceedings will be conducted in the utmost secrecy; in such\ncase all documents, testimony and records shall be received, heard and\nmaintained by the arbitrators in secrecy under seal, available for the\ninspection only of the Company or the Employee and their respective attorneys\nand their respective experts who shall agree in advance and in writing to\nreceive all such information confidentially and to maintain such information in\nsecrecy until such information shall become generally known. The arbitrator, who\nshall act by majority vote, shall be able to decree any and all relief of an\nequitable nature,\n\n\n                                      -6-\n\n\n\n\n\n\n\n\nincluding but not limited to such relief as a temporary restraining order, a\ntemporary and\/or a permanent injunction, and shall also be able to award\ndamages, with or without an accounting and costs, provided that punitive damages\nshall not be awarded. The decree or judgment of an award rendered by the\narbitrators may be entered in any court having jurisdiction thereof.\n\n               Reasonable notice of the time and place of arbitration shall be\ngiven to all persons, other than the parties, as shall be required by law, in\nwhich case such persons or those authorized representatives shall have the right\nto attend and\/or participate in all the arbitration hearings in such manner as\nthe law shall require.\n\n        12. Miscellaneous Provisions.\n\n               (a) No Duty to Mitigate. The Employee shall not be required to\nmitigate the amount of any payment contemplated by this Agreement, nor shall any\nsuch payment be reduced by any earnings that the Employee may receive from any\nother source.\n\n               (b) 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               (c) 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               (d) Choice of Law. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nCalifornia.\n\n               (e) 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               (f) No Assignment of Benefits. The rights of any person to\npayments or benefits under this Agreement shall not be made subject to option or\nassignment, either by voluntary or involuntary assignment or by operation of\nlaw, including (without limitation) bankruptcy, garnishment, attachment or other\ncreditor's process, and any action in violation of this subsection (d) shall be\nvoid.\n\n               (g) Employment Taxes. All payments made pursuant to this\nAgreement will be subject to withholding of applicable income and employment\ntaxes.\n\n               (h) Assignment by Company. The Company may assign its rights\nunder this Agreement to an affiliate, and an affiliate may assign its rights\nunder this Agreement to another\n\n\n\n                                      -7-\n\n\n\n\n\n\n\n\naffiliate of the Company or to the Company; provided, however, that no\nassignment shall be made if the net worth of the assignee is less than the net\nworth of the Company at the time of assignment. In the case of any such\nassignment, the term 'Company' when used in a section of this Agreement shall\nmean the corporation that actually employs the Employee.\n\n               (i) 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        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 day and year\nfirst above written.\n\nCOMPANY:                               JUNIPER NETWORKS, INC.\n\n\n                                       By:    \n                                           -------------------------------------\n                                       Title: \n                                              ----------------------------------\n\nEMPLOYEE:                              -----------------------------------------\n                                       Scott Kriens\n\n\n\n                                      -8-\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-38619","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\/38619","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=38619"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38619"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38619"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38619"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}