EXHIBIT 10.21
PERSONAL & CONFIDENTIAL
October 27, 2004
Ms. Carol Mills
821 Laverne Way
Los Altos, CA 94022
Dear Carol:
We are delighted to extend an offer to you to join Juniper Networks Inc. ("JNI"
or the "Company") as a Vice President and General Manager of the Infrastructure
Product Group reporting to me. This letter will confirm the terms of your
employment with the Company as follows:
1. Base Salary. In consideration of your services, you will be paid a base
salary at the rate of $275,000.00 which will be paid semimonthly in the
amount of $11,458.34 less applicable taxes in accordance with JNI's normal
payroll processing.
2. Annual Bonus. You will also be eligible to participate in the Juniper
Executive Bonus Program, which will be targeted at 100% of your base salary
on an annual basis. You are eligible for this bonus beginning FY2005. The
details of the bonus plan will be finalized by the Executive Compensation
Committee in January 2005. For FY2005, you will receive a guaranteed
minimum at target bonus of 25%. This bonus will be paid during our normal
FY2005 bonus payout schedule. Any bonuses paid shall be less any applicable
withholding taxes.
3. Hire-on Bonus: You will also receive a bonus of $50,000.00, less applicable
taxes. This payment will be processed through JNI's regular payroll
processing cycle.
4. Stock Options. Effective upon the commencement date of your employment and
subject to compliance with applicable state and federal securities laws, I
will recommend to the Stock Option Committee that an option of 350,000
shares of JNI Common Stock be granted to you. The Option will have a term
of ten (10) years from the date of grant (the "Grant Date"). Your right to
exercise the Option will vest cumulatively over a period of four years so
long as you remain an employee of the company, with 12/48ths of the shares
vesting on the one-year anniversary of the commencement of your employment
and 1/48th vesting each month thereafter.
5. Benefits; Expenses. You will be entitled to receive the employee benefits
made available to other employees and officers of the Company to the full
extent of your eligibility. We have put a great deal of emphasis on our
benefits, and expect that they will continue to evolve as we grow and as
the needs of our people and their families change. JNI shall reimburse you
for all reasonable business and travel expenses actually incurred or paid
by you in the performance of your services on behalf of the Company, in
accordance with the Company's expense reimbursement policy as from time to
time in effect.
6. Proprietary Information Agreement. Upon commencement of your employment,
you will sign the Company's standard employee Employment, Confidential
Information, Invention Assignment and Arbitration Agreement.
7. Confidentiality. Except as required by applicable laws, neither party shall
disclose the contents of this agreement without first obtaining the prior
written consent of the other party, provided, however, that you may
disclose this agreement to your attorney, financial planner and tax advisor
if such persons agree to keep the terms hereof confidential.
8. Arbitration. Any claim, dispute or controversy arising out of this
Agreement, the interpretation, validity or enforceability of this Agreement
or the alleged breach thereof shall be submitted by the parties to binding
arbitration by the American Arbitration Association, provided, however,
that this arbitration provision shall not preclude the Company from seeking
injunctive relief from any court having jurisdiction with respect to any
disputes or claims relating to or arising out of the misuse or
appropriation of the Company's trade secrets or confidential and
proprietary information. Judgment may be entered on the award of the
arbitration in any court having jurisdiction.
9. Severance. In the event you are terminated involuntarily by JNI without
Cause, as defined below, and provided you execute a full release of claims,
in a form satisfactory to JNI, promptly following termination, you will be
entitled to receive the following severance benefits (i) an amount equal to
six months of your base salary, (ii) an amount equal to half of your annual
at target bonus for the fiscal year in which your termination occurs and
(iii)
and acceleration of six months of vesting of the above specified stock
options. For purposes of this Agreement, "Cause" is defined as (i)
willfully engaging in gross misconduct that is demonstrably injurious to
JNI; (ii) willful act or acts of dishonesty or malfeasance undertaken by
you; (iii) conviction of a felony; or (iv) willful and continued refusal or
failure to substantially perform your duties with JNI (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 JNI CEO or Board of Directors has provided you
with a written demand for substantial performance setting forth in detail
the specific respects in which it believes you have willfully and not
substantially performed your duties thereof and you have been provided a
reasonable opportunity (to be not less than 30 days) to cure the same. In
addition, and subject to the approval of the Board of Directors or
Compensation Committee of the Board of Directors, should change of control
benefits be granted to any Section 16 reporting officer after the date
hereof, you will receive the same change in control benefits.
The terms of this offer are contingent upon the approval of the Compensation
Committee of the Board of Directors.
For purposes of federal immigration law, you will be required to provide to JNI
documentary evidence of your identity and eligibility for employment in the
United States. Such documentation must be provided to us within three business
days of your date of hire with JNI, or our employment relationship with you may
be terminated. Documents, which may be submitted for inspection, include one of
the following: current passport, alien registration card, or certificate of U.
S. citizenship or naturalization. Alternately, you may submit one of each of the
following two categories: (1) current state issued driver's license or I.D. card
with photograph, U. S. military card; (2) original social security card, birth
certificate issued by state, county or municipal authority bearing a seal or
other certification, or unexpired INS Employment authorization.
This offer is contingent upon your obtaining the requisite immigration status
and employment authorization. If you are a foreign national requiring work
authorization to begin employment, you must contact the Company's Immigration
Department at immigration@juniper.net to initiate the visa process. The Company
will submit a petition on your behalf to obtain employment authorization, as
well as file visa applications for your immediate dependent family members. The
Company will pay the legal fees and costs related to these filings. Because the
number of work visas available each year is limited by the U.S. government, the
Company reserves the right to withdraw or suspend this offer if the Company is
not able to obtain work authorization for you in a reasonable period of time.
Please note that if you currently have employment authorization such as
practical, curricular or academic training (F-1 or J-1), you must contact the
Company's Immigration Department before beginning employment.
If you choose to accept this offer, your employment with JNI will be voluntarily
entered into and will be for no specified period. As a result, you will be free
to resign at any time, for any reason or for no reason, as you deem appropriate.
JNI will have a similar right and may conclude its employment relationship with
you at any time, with or without cause.
Carol, let me close by reaffirming our belief that the skill and background you
bring to Juniper Networks will be instrumental to the future success of the
company. We look forward to you joining our team. If you have any questions
regarding this offer, please contact me.
You may accept this offer by signing below and returning the original letter
along with the enclosed paperwork to June Weaver at 1194 N. Mathilda Avenue,
Sunnyvale, CA. 94089. Please retain the extra original letter for your personal
records.
Very truly yours,
/s/ Scott Kriens
Scott Kriens
Chief Executive Officer
JUNIPER NETWORKS, INC.
I accept the terms of this letter and agree to keep the terms of this
letter confidential.
/s/ Carol G. Mills 10/1/04
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Signature of Carol G. Mills Date
Start date. 11/10/2004, 2004