EXHIBIT 10.6
JUNIPER NETWORKS, INC.
2000 NONSTATUTORY STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Juniper
Networks, Inc. 2000 Nonstatutory Stock Option Plan (the "Plan") shall have the
same defined meanings in this Stock Option Agreement (the "Option Agreement").
I. NOTICE OF GRANT
[Optionee's Name and Address]
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:
Grant Number ________________________________________
Grant Date ________________________________________
Vesting Commencement Date ________________________________________
Exercise Price per Share $_______________________________________
Total Number of Shares Granted ________________________________________
Total Exercise Price $_______________________________________
Type of Option: Nonstatutory Stock Option
Term/Expiration Date: ________________________________________
Vesting Schedule:
Subject to accelerated vesting as set forth in duly authorized written
agreements by and between Optionee and the Company, this Option may be
exercised, in whole or in part, in accordance with the following schedule:
25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest each month thereafter, subject to the Optionee remaining in Continuous
Status as an Employee or Consultant on such dates.
II. AGREEMENT
1. Grant of Option.
The Board hereby grants to the Optionee (the "Optionee") named in the
Notice of Grant section of this Agreement (the "Notice of Grant"), an option
(the "Option") to purchase the number of Shares set forth in the Notice of
Grant, at the exercise price per share set forth in the Notice of Grant (the
"Exercise Price"), subject to the terms and conditions of the Plan (which is
incorporated herein by reference) and this Option Agreement. In the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement, subject to
Optionee's Continuous Status as an Employee or Consultant on each vesting date.
(b) Post-Termination Exercise Period. Subject to any extended
post-termination exercise period set forth in duly authorized written agreements
by and between Optionee and the Company, if Optionee's Continuous Status as an
Employee or Consultant ceases this Option may be exercised, but only to the
extent vested on the date of such cessation of Continuous Status as an Employee
or Consultant, until the earlier of (i) ninety days after the date upon which
Optionee ceases his or her Continuous Status as an Employee or Consultant, or
(ii) the original ten-year Option term.
(c) Method of Exercise. This option may be exercised with respect to
all or any part of any vested Shares by giving the Company, E*Trade OptionsLink,
or any successor third-party stock option plan administrator designated by the
Company written or electronic notice of such exercise, in the form designated by
the Company or the Company's designated third-party stock option plan
administrator, specifying the number of shares as to which this option is
exercised and accompanied by payment of the aggregate Exercise Price as to all
exercised shares.
This Option shall be deemed to be exercised upon receipt by the Company,
E*Trade OptionsLink, or any successor third-party stock option plan
administrator designated by the Company of such fully executed exercise notice
accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with applicable laws. Assuming such
compliance, for income tax purposes the exercised shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such exercised shares.
(d) Payment of Exercise Price. Payment of the aggregate exercise
price shall be by any of the following, or a combination thereof, at the
election of the Optionee:
(i) cash; or
2
(ii) check; or
(iii) other Shares which (x) in the case of Shares acquired
upon exercise of an Option, have been owned by the Optionee for more than six
months on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such
Option shall be exercised, or
(iv) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and a broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale proceeds required to pay the exercise price.
3. Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
4. Term of Option.
This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option Agreement.
5. Tax Consequences.
Some of the federal tax consequences relating to this Option, as of
the date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
(a) Exercising the Option. The Optionee may incur
regular federal income tax liability upon exercise of a Nonstatutory Stock
Option. The Optionee will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the fair
market value of the exercised shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an Employee or a former Employee,
the Company will be required to withhold from his or her compensation or collect
from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of exercise, and
may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.
(b) Disposition of Shares. If the Optionee holds NSO Shares
for at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
3
6. Entire Agreement; Governing Law.
The Plan is incorporated herein by reference. The Plan and this
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of the Plan and this Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
OPTIONEE: JUNIPER NETWORKS, INC.
_______________________________________ ____________________________________
Signature By
_______________________________________ ____________________________________
Print Name Title
_______________________________________
Residence Address
4