TOLLING AGREEMENT
EXHIBIT
10.3
This Tolling Agreement is entered into between Juniper Networks, Inc. (“Juniper” or “the
Company”), by and through the Special Litigation Committee of its Board of Directors (the “SLC”),
and Xxxxx Xxxxxx (“Xxxxxx”). Juniper and Kriens are collectively referred to as “the Parties.”
WHEREAS, certain claims have been asserted against Xxxxxx derivatively on behalf of Juniper in
the following actions: In re Juniper Networks, Inc. Derivative Actions, United States District
Court for the Northern District of California, Case No. C 06-03396 JW; and In re Juniper Networks,
Inc. Derivative Litigation, Santa Xxxxx County Superior Court, Lead Case No. 1:06CV064294
(collectively, the “Derivative Actions”);
WHEREAS, the SLC has reached an agreement in principle with the plaintiffs in the Derivative
Actions under which all claims asserted on Juniper’s behalf in the Derivative Actions will be
assigned to Juniper;
WHEREAS, the SLC believes that the factual record with respect to the claims asserted against
Xxxxxx in the Derivative Actions may be incomplete at this time due to Xxxx Xxxxx’x failure to
cooperate in the investigations by Juniper’s Audit Committee and SLC, and therefore the SLC has
concluded, out of an abundance of caution, that the claims asserted against Xxxxxx should be
dismissed without prejudice and preserved so that the SLC can make a final determination, based
upon further developments in the S.E.C. x. Xxxxx lawsuit and any other potential governmental
actions against Defendant Xxxxx arising out of or related to her conduct while employed at Juniper,
as to whether the claims against Xxxxxx should be pursued in whole or in part;
NOW, THEREFORE, the Parties agree as follows:
1. This Tolling Agreement applies to any claims Juniper may have against Xxxxxx arising out of
or related to Juniper’s stock option granting practices (including but not limited to any claims
that have been asserted previously against Xxxxxx in the Derivative Actions and are being assigned
to Juniper in connection with the partial settlement of the Derivative Actions), and any
counter-claims that Xxxxxx may raise against Juniper in response to the assertion of such claims.
Such claims and counter-claims are collectively referred to as “Claims” in this Tolling Agreement.
2. Any statute of limitations and any other defense in law or equity relating solely to the
passage of time is tolled from the Effective Date of this Tolling Agreement with respect to the
Claims.
3. Juniper will dismiss, without prejudice, all claims against Xxxxxx in the Derivative
Actions. In any subsequent action brought directly by Juniper against Xxxxxx, or in the event
Juniper seeks to add Xxxxxx as a defendant in In re Juniper Networks, Inc. Derivative Litigation
pending in California state court, referred to above, Xxxxxx agrees not to raise as a defense the
fact that Juniper’s claims against him in the Derivative Actions were dismissed without prejudice.
4. Xxxxxx agrees not to object to, or otherwise oppose the partial settlement of the
Derivative Actions as set forth in that certain Stipulation of Settlement between Juniper and all
parties to those actions except Xxxxxx, Xxxxxx Xxxx and Xxxx Xxxxx (attached hereto as Exhibit A).
5. This Tolling Agreement may be terminated by mutual written agreement of the Parties at any
time. This Tolling Agreement may also be terminated unilaterally by either Party upon written
notice to the other Party. In the case of termination by Xxxxxx said notice shall be delivered by
e-mail and registered mail to Xxxxx X. Xxxxxxxxx, Xxxxxx & Xxxxxx, 000 Xxxxxxx Xxxxxx, XX,
Xxxxxxxxxx, XX 00000, xxxxx.xxxxxxxxx@xxxxxxx.xxx; and in the case of termination by Juniper said
notice shall be delivered by e-mail and registered mail to Xxxx X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxxxxx
& Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000, xxxxxxx@xxxx.xxx. The termination pursuant to
said notice shall be effective sixty (60) days after the date said notice is sent.
6. Unless terminated earlier pursuant to the provisions of Paragraph 4 above, this Tolling
Agreement will automatically terminate twelve (12) months from its Effective Date.
7. The Effective Date of this Tolling Agreement is the date of entry by the United States
District Court for the Northern District of California of an Order dismissing without prejudice all
claims asserted against Xxxxxx in In re Juniper Networks, Inc. Derivative Actions, United States
District Court for the Northern District of California, Case No. C 06-03396 JW ..
8. Nothing in this Tolling Agreement shall be taken as an admission by any of the Parties as
to the applicability, running, expiration or non-expiration of any statute of limitations or
similar rule of law or equity prior to the Effective Date of this Tolling Agreement.
9. Nothing in this Tolling Agreement shall have the effect of reviving any Claims that are
otherwise barred by the applicable statute of limitations or similar rule of law or equity prior to
the Effective Date of this Tolling Agreement.
10. This Tolling Agreement is not, and shall not be construed to be, an admission or
indication that either Party bears any actual or potential liability to any other person (whether
or not a Party to this Tolling Agreement) on any claims whatsoever, nor shall it be asserted or
construed to be a waiver of any claim that either Party may have against the other Party.
11. No waiver, modification, extension or addition to this Tolling Agreement shall be valid
unless in writing and signed by the Parties.
12. This Tolling Agreement shall be governed by the laws of the State of Delaware without
giving effect to its conflict of laws principles.
13. This Tolling Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns and legal representatives.
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14. This Tolling Agreement may be executed in counterparts, each of which shall be deemed an
original. A faxed signature shall be deemed an original signature for the purpose of this Tolling
Agreement.
| DATED: August 25, 2008 | /s/ Xxxxx Xxxxxx | |||
| Xxxxx Xxxxxx | ||||
| DATED: August 25, 2008 | JUNIPER NETWORKS, INC. | |||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Xxxxx X. Xxxxxxxxx | ||||
| Xxxxxx & Xxxxxx LLP | ||||
| Counsel for Juniper Networks, Inc., | ||||
| by its Special Litigation Committee | ||||
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