EXHIBIT 10.14
JUNIPER NETWORKS, INC. AMENDMENT AND ASSUMPTION AGREEMENT
This AMENDMENT AND ASSUMPTION AGREEMENT (the "AMENDMENT AND ASSUMPTION
AGREEMENT") is made and entered into as of April 15, 2004 by and between Xxxxxxx
Xxxxxxx ("EMPLOYEE") and Juniper Networks, Inc., a Delaware corporation
("JUNIPER"). This Agreement shall be effective as of the closing of the
acquisition by Juniper of NetScreen Technologies, Inc. ("NetScreen").
RECITALS
WHEREAS, Employee is a party to that certain Amendment and Assumption Agreement
dated October 3, 2003 by and between Netscreen and Employee (the "NETSCREEN
AMENDMENT AND ASSUMPTION AGREEMENT");
WHEREAS, Employee is a party to that certain Amended and Restated Employment
Agreement dated April 19, 2001 by and between Neoteris and Employee (the
"NEOTERIS EMPLOYMENT AGREEMENT"); WHEREAS, Juniper, Netscreen and Nerus
Acquisition Corp., a wholly owned subsidiary of Juniper ("MERGER SUB"), have
entered into that certain Agreement and Plan of Reorganization dated February 9,
2004 (the "MERGER AGREEMENT") providing for the merger of Merger Sub with
Netscreen (the "MERGER"); and
WHEREAS, it is intended that at the effective time of the merger of Merger Sub
with Netscreen as defined in the Merger Agreement (the "EFFECTIVE TIME")
Employee shall commence employment with Juniper; NOW, THEREFORE, in
consideration of the foregoing and the mutual promises, covenants and conditions
contained herein, the parties hereby agree as follows:
Assumption of Netscreen Amendment and Assumption Agreement. As of the
Effective Time, Juniper shall assume the Netscreen Amendment and Assumption
Agreement, as amended by this Juniper Amendment and Assumption Agreement, and
Employee hereby consents to such assumption. Except as expressly set forth in
this Juniper Amendment and Assumption Agreement, the terms and provisions of the
Netscreen Amendment and Assumption Agreement shall remain in full force and
effect. References herein to the Neoteris Employment Agreement shall be to the
Neoteris Employment Agreement as amended by this Juniper Amendment and
Assumption Agreement and by the Netscreen Amendment and Assumption Agreement,
except in Section 2 hereof. References herein to the Netscreen Amendment and
Assumption Agreement shall be to the Netscreen Amendment and Assumption
Agreement as amended by this Juniper Amendment and Assumption Agreement.
No Termination Event. Employee hereby acknowledges and agrees that the
commencement of Employee's employment with Juniper on the terms and conditions
of this Juniper Amendment and Assumption Agreement shall not constitute (i)
"Good Reason" (as defined in Section 5.5(b) of the Neoteris Employment
Agreement) for a voluntary termination of Employee's employment, (ii) any other
type of "constructive termination" as such term is generally understood, or
(iii) grounds for a termination without Cause under Employee's Netscreen
agreements.
Amendment of Netscreen Amendment and Assumption Agreement and Neoteris
Employment Agreement.
After the Effective Time, the terms "COMPANY,""NETSCREEN" or
"NEOTERIS" in the Netscreen Amendment and Assumption Agreement and in the
Neoteris Employment Agreement
shall mean Juniper and/or its subsidiary that employs Employee, and their
successors and assigns.
Section 1.2(a), which was added to the Neoteris Employment Agreement
by the Netscreen Amendment and Assumption Agreement, is hereby amended to
read in its entirety as follows:
"(a) As of the Effective Time, Juniper employs Employee as the General
Manager of the Security Products Group and Employee hereby accepts such
employment with Juniper. Employee shall report to the Chief Executive
Officer of Juniper and perform such duties and services for Juniper,
commensurate with such General Manager position and as may be designated
from time to time by the Chief Executive Officer; provided that such
position shall have the following basic attributes: (i) The General Manager
shall be an officer of the Company with responsibilities commensurate with
a Section 16 person and (ii) the General Manager's functional and
operational responsibilities shall include management of the Company's
Security Products Group, which shall include the security related products
acquired with NetScreen, including but not limited to product management
and engineering."
Subsection 4.3 of the Neoteris Employment Agreement, which was added
pursuant to the Netscreen Amendment and Assumption Agreement, is hereby
amended to read in its entirety as follows:
"4.3 Corporate Bonus. In accordance with the terms and conditions of and
pursuant to Juniper's Executive Officer Incentive Plan, as such Plan may be
amended from time to time by Juniper's Board of Directors or its
Compensation Committee, Employee will be eligible for a bonus of up to 100%
of Employee's Base Salary."
Subsection 5.3(c) of the Neoteris Employment Agreement, which was
added pursuant to the Netscreen Amendment and Assumption Agreement, is
hereby amended to read in its entirety as follows:
"(c) A transfer of Employee to Juniper from a subsidiary or other affiliate
of Juniper or a transfer of Employee from Juniper to a subsidiary or other
affiliate of Juniper shall not be construed as a termination."
Section 6 of the Neoteris Employment Agreement, which was added
pursuant to the Netscreen Amendment and Assumption Agreement, is hereby
amended to read in its entirety as follows:
"6. Confidentiality Agreement. Employee has executed and delivered to an
officer of Juniper the standard form Employment, Confidential Information,
Invention Assignment and Arbitration Agreement, a copy of which is attached
hereto as EXHIBIT A (the "CONFIDENTIALITY AGREEMENT"), which shall become
effective at the Effective Time of the Merger."
Section 7(a) of the Neoteris Employment Agreement is hereby amended by
substituting Juniper's address as follows:
"(a) if to Juniper:
Juniper Networks, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: General Counsel
Fax: 000-000-0000"
Arbitration. In the event of any dispute or claim relating to or
arising out of Employee's employment relationship (other than with respect to
any outstanding NetScreen stock options, Neoteris, Inc. stock options or other
written agreement Employee had with NetScreen or Neoteris, Inc. prior to the
Closing Date and which continue to be effective), Employee and Juniper agree
that all such disputes shall be fully and finally resolved by binding
arbitration conducted by the American Arbitration Association in Santa Xxxxx
County, California. However, the parties agree that this arbitration provision
shall not apply to any disputes or claims relating to or arising out of the
misuse or misappropriation of Juniper's trade secrets or proprietary
information. Juniper will pay the arbitrator's fee and any other type of expense
or cost that Employee would not be required to bear if Employee was free to
bring the dispute or claim in court as well as any other expense or cost that is
unique to arbitration. Juniper and Employee each will pay their own counsel fees
and other expenses associated with the arbitration. The arbitrator will allow
discovery consistent with the California Arbitration Act or as otherwise
required by law in arbitration proceedings. Additionally, the arbitrator shall
issue a written award that sets forth the essential findings and conclusions on
which the award is based.
Employee Benefits. Employee will be eligible to participate in the
employee benefit plans currently and hereafter maintained by Juniper of general
applicability to other Juniper employees, including, by way of example only,
group medical, dental, vision, disability, life insurance, 401(k) plan and
flexible-spending account plans. Juniper reserves the right to cancel or change
the benefit plans and programs it offers to its employees at any time.
Paid-Time Off. Employee will be entitled to paid time off ("PTO") in
accordance with Juniper's vacation policy. Employee will receive prior service
credit with respect to PTO for the time that Employee was employed with
NetScreen and Neoteris, provided such credit does not result in duplication of
benefits.
At-Will Employment. Employee's employment with Juniper constitutes
"at-will" employment. Accordingly, Employee's employment relationship with
Juniper may be terminated at any time with or without notice, with or without
cause or for any or no cause, at either party's option. Employee understands and
agrees that neither his job performance nor promotions, commendations, bonuses
or the like from Juniper give rise to or in any way serve as the basis for
modification, amendment, or extension, by implication or otherwise, of
Employee's employment with Juniper.
Prohibited Activities. Employee agrees that, during the term of his
employment with Juniper, he will not engage in any other employment, occupation,
consulting or other business activity directly related to the business in which
Juniper is now involved or becomes involved during the term of his employment,
nor will Employee engage in any other activities that conflict with his
obligations to Juniper.
Company Rules. Employee will be expected to abide by Juniper rules and
regulations. Employee will be specifically required to sign an acknowledgment
that he has read and understood the Juniper rules of conduct. Employee also
agrees, as a condition of his employment, to execute the Company's Worldwide
Code of Business Conduct and Ethics Policy.
Release. As a condition to receiving any benefits (including any
severance payments, if any), acceleration, post-termination exercisability
period or lapse of any repurchase right ("Termination Benefits"), other than any
Termination Benefits which Employee may be entitled to receive pursuant to any
written agreements he had with NetScreen or Neoteris, Inc. prior to the
Effective Time, Employee agrees to execute and not revoke a release of claims in
favor of Juniper.
Miscellaneous.
Entire Agreement. This Juniper Amendment and Assumption
Agreement, the Netscreen Amendment and Assumption
Agreement as amended hereby, the Neoteris Employment
Agreement as amended hereby, Neoteris, Inc. stock
option agreements, Netscreen option agreements,
Netscreen Noncompetition agreement dated October 3,
2003, the Vesting Waiver Agreement dated October 3,
2003, the Netscreen Employee Invention Assignment and
Confidentiality Agreement and the Confidentiality
Agreement, constitutes the entire agreement and
understanding of the parties with respect to the
subject matter of this Juniper Amendment and
Assumption Agreement, and supersedes all prior
understandings and agreements, whether oral or
written, between or among the parties hereto with
respect to the specific subject matter hereof.
Construction of Agreement. This Juniper Amendment and
Assumption Agreement has been negotiated by the
respective parties hereto and their attorneys and the
language hereof will not be construed for or against
either party.
Governing Law. The internal laws of the State of
California (irrespective of its choice of law
principles) will govern the validity of this Juniper
Amendment and Assumption Agreement, the construction
of its terms, and the interpretation and enforcement
of the rights and duties of the parties hereto.
Severability. If any provision of this Juniper Amendment
and Assumption Agreement, or the application thereof,
shall for any reason and to any extent be invalid or
unenforceable, then the remainder of this Juniper
Amendment and Assumption Agreement, and the
application of such provisions to other persons or
entities or circumstances as applicable, will be
interpreted so as reasonably to effect the intent of
the parties hereto.
Amendment and Waivers. Any term or provision of this
Juniper Amendment and Assumption Agreement may be
amended, and the observance of any term of this
Juniper Amendment and Assumption Agreement may be
waived (either generally or in a particular instance
and either retroactively
or prospectively), only by a writing signed by the
party to be bound thereby.
Counterparts. This Juniper Amendment and Assumption
Agreement may be executed in counterparts, each of
which will constitute an original and all of which
together will constitute one agreement.
Effective Date. This Juniper Amendment and Assumption
Agreement shall become effective only upon the
Effective Time. This Juniper Amendment and Assumption
Agreement shall be null and void if the Merger
Agreement is terminated in accordance with its terms.
Immigration Law Compliance. For purposes of federal
immigration law, Employee will be required to provide
to the Company documentary evidence of his identity
and eligibility for employment in the United States.
Such documentation must be provided to Juniper within
three (3) business days of Employee's date of hire,
or the employment relationship may be terminated.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Employee and Juniper have executed this Juniper Amendment
and Assumption Agreement as of the date first indicated above.
JUNIPER NETWORKS, INC. EMPLOYEE
By: /s/ XXXXXXXX X. XXXXXX By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxx
Title: VP
