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JNPR > SEC Filings for JNPR > Form 8-K on 25-Jul-2013All Recent SEC Filings

Show all filings for JUNIPER NETWORKS INC



Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with a grade level promotion and expanded responsibilities, on July 19, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Juniper Networks, Inc. (the "Company") approved changes to the compensation of Robyn Denholm, the Company's Chief Financial Officer. As a result, she received a promotion bonus of $500,000 and her annual base salary effective from July 1, 2013 was raised to $750,000, with an annual cash incentive target under the 2013 Executive Annual Incentive Plan of 150% of base salary. Ms. Denholm was also granted a restricted stock unit award on July 19, 2013.

In addition, Section 3(a) of the Severance Agreement between the Company and Ms. Denholm was amended on July 19, 2013 to read as follows:

"(a) In the event the Employee voluntarily terminates employment for "Good Reason", as defined below, or is terminated involuntarily by Company without Cause, as defined below, and provided in either such case the Employee executes and does not revoke a full release of claims with the Company (in a form satisfactory to the Company) (the "Release"), the Employee will be entitled to receive the severance benefits set out in subsections (i) and (ii). 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 or a plea of nolo contendere to 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. "Good Reason" means Employee's termination of employment following the expiration of any cure period (discussed below) following the occurrence, without Employee's express written consent, of one or more of the following: (x) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction; or (y) a reduction by the Company in the base compensation or total target cash compensation of the Employee as in effect immediately prior to such reduction; or (z) the relocation of the Employee to a facility or a location more than forty (40) miles from such Employee's then present location. Employee will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Employee believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice.

(i) A cash payment in a lump sum (less any withholding taxes) equal to 15 months of base salary (as in effect immediately prior to the termination).

(ii) In lieu of continuation of benefits, Employee shall receive $18,000 (whether or not Employee elects COBRA).

(iii) Any portion of the Restricted Stock Unit award granted to Employee on July 19, 2013 that has not vested prior to the date of termination of employment shall immediately vest in full on the last day of Employee's employment."

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