JUNIPER NETWORKS, INC. RESTRICTED STOCK UNIT AGREEMENT — INDIA
Exhibit 10.3
JUNIPER NETWORKS, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT — INDIA
1. Grant. The Company hereby grants to the Employee an award of Restricted Stock
Units (“RSUs”), as set forth in the Notice of Grant of Restricted Stock Units and subject to the
terms and conditions in this Agreement and the Company’s 2006 Equity Incentive Plan (the “Plan”).
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Restricted Stock Unit Agreement.
2. Company’s Obligation. Each RSU represents the right to receive a Share on the
vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares
under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs
will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company.
3. Vesting Schedule. Subject to paragraph 4, to Plan Sections 17 and 18 and to any
other relevant Plan provisions, the RSUs awarded by this Agreement will vest according to the
vesting schedule specified in the Notice of Grant.
4. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary
provision of this Agreement or the Notice of Grant, if the Employee terminates service as a Service
Provider for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will
thereupon be forfeited at no cost to the Company.
5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be
paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares.
6. Payments after Death. Any distribution or delivery to be made to the Employee
under this Agreement will, if the Employee is then deceased, be made to the administrator or
executor of the Employee’s estate. Any such administrator or executor must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the
Company
to establish the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.
7. Rights as Stockholder. Neither the Employee nor any person claiming under or
through the Employee will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to the Employee or Employee’s broker.
8. No Effect on Employment. The Employee’s employment with the Company and its
Subsidiaries is on an at-will basis only. Accordingly, the terms of the Employee’s employment with
the Company and its Subsidiaries will be determined from time to time by the Company or the
Subsidiary employing the Employee (as the case may be), and the Company or the Subsidiary will have
the right, which is hereby expressly reserved, to terminate or change the terms of the employment
of the Employee at any time for any reason whatsoever, with or without good cause or notice.
9. Address for Notices. Any notice to be given to the Company under the terms of this
Agreement will be addressed to the Company at 0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx, 00000 Attn: Stock Administration, or at such other address as
the Company may hereafter designate in writing or electronically.
10. Grant is Not Transferable. Except to the limited extent provided in paragraph 6,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.
11. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
12. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Employee (or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. The Company will make all reasonable efforts to
meet
the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.
13. Plan Governs. This Agreement and the Notice of Grant are subject to all terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this
Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan
will govern.
14. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any RSUs have vested). All
actions taken and all interpretations and determinations made by the Administrator in good faith
will be final and binding upon Employee, the Company and all other interested persons. Neither the
Administrator nor any member of the Company will be personally liable for any action, determination
or interpretation
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made in good faith with respect to the Plan or this Agreement.
15. Agreement Severable. In the event that any provision in this Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.
16. Amendment, Suspension or Termination of the Plan. By accepting this RSU, the
Employee expressly warrants that he or she has received a right to purchase stock under the Plan,
and has received, read and understood a description of the Plan. The Employee understands that the
Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any
time.
17. Notice of Governing Law. This grant of RSUs shall be governed by, and construed
in accordance with, the laws of the State of California without regard to principles of conflict of
laws.
18. Withholding. Employee acknowledges that the ultimate liability for all income
tax, social insurance, payroll tax or other tax-related withholding legally due by the Employee
(“Tax-Related Items”) are, and remain, the Employee’s responsibility and that the Company and its
Indian Subsidiary (1) make no representations regarding the treatment of any Tax-Related Items in
connection with the RSU, including the grant or vesting of the RSU, the subsequent sale of Shares
acquired pursuant to the RSU and the receipt of any dividends; and (2) do not commit to structure
the RSU to reduce or eliminate the Employee’s liability for Tax-Related Items.
Prior to the vesting of the RSU, the Employee agrees to make adequate arrangements
satisfactory to the Company and its Indian Subsidiary to satisfy all Tax-Related Items. In this
regard, the Employee authorizes the Company and its Indian Subsidiary to withhold all applicable
Tax-Related Items legally payable by the Employee from his or her wages, or other cash
compensation paid by the Company or its Indian Subsidiary or from proceeds from the sale of
the Shares. Alternatively, or in addition, if permissible under Applicable Laws, the Company may
(1) sell or arrange for the sale of Shares vesting under the RSU to satisfy the withholding
obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that the Company only
withholds the amount of Shares with a Fair Market Value equal to the minimum amount necessary to
satisfy the Tax-Related Items. The Company may refuse to deliver the Shares if Employee fails to
comply with his or her obligations under this Section 18.
19. Fringe Benefit Tax. Except as otherwise determined by the Administrator, Employee
also agrees to reimburse or pay the Company (or its Subsidiary, as directed by the Indian
Subsidiary) in full, any liability that the Company or its Subsidiary incurs towards any fringe
benefit tax (“FBT”), social tax, or other tax paid or payable in respect of the grant, vesting,
delivery of the RSU or allotment/transfer of the underlying Shares, within the time and in the
manner prescribed by the Company or its Subsidiary. The Administrator may in its sole discretion
determine whether the FBT with respect to the RSU or its underlying Shares will be paid by selling
a portion of vested Shares or by direct payment from the Employee to the Company, by withholding
cash proceeds from sale to a third party or a number of Shares upon vesting with a Fair Market
Value equal to the FBT liability, some other method, or by some combination thereof. Employee
agrees to execute any additional documents requested by the Company or its Subsidiary for the
reimbursement of such taxes to the
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Company.
Employee grants to the Company and its Subsidiary the irrevocable authority, as agents of
Employee and on his or her behalf, to sell, retain or procure the sale of sufficient Shares subject
to the RSU so that the net proceeds receivable by the Company or its Indian Subsidiary are as far
as possible equal to but not less than the amount of any tax the Employee is liable for (including
FBT reimbursement obligations pursuant to the preceding paragraph) and the Company or its
Subsidiary shall remit any balance to Employee.
Employee acknowledges and agrees that the Company may refuse to deliver Shares upon vesting of
the RSU if Employee has not made appropriate arrangements with the Company or its Subsidiary to
satisfy the FBT.
20. Nature of the Grant. In accepting the grant, Employee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this letter;
(b) the grant of the RSU is voluntary and occasional and does not create any contractual or
other right to receive future RSU grants, or benefits in lieu of RSUs, even if RSUs have been
granted repeatedly in the past;
(c) all decisions with respect to future RSUs, if any, will be at the sole discretion of the
Company;
(d) participation in the Plan shall not create a right to further employment with the
Employee’s employer and shall not interfere with the ability of the Employee’s employer to
terminate the Employee’s employment relationship at any time with or without cause;
(e) the Employee is voluntarily participating in the Plan;
(f) the RSU is an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or to the Employee’s employer, and which is outside
the scope of the Employee’s employment contract, if any;
(g) the RSU is not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end
of service payments, bonuses, long-service RSUs, pension or retirement benefits or similar
payments;
(h) in the event that the Employee’s not an employee of the Company, the RSU will not be
interpreted to form an employment contract or relationship with the Company; and furthermore, the
RSU will not be interpreted to form an employment contract with any subsidiary or affiliate of the
Company;
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(i) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;
(j) in consideration of the grant of the RSU, no claim or entitlement to compensation or
damages shall arise from termination of the RSU or diminution in value of the RSU or the Shares
acquired through the RSU which results from termination of your employment by the Company or its
affiliates (for any reason whatsoever and whether or not in breach of local labor laws) and the
Employee irrevocably releases the Company or its affiliates from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by accepting the RSU, the Employee shall be deemed irrevocably to have waived his or
her entitlement to pursue such claim; and
(k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of
involuntary termination of the Employee’s employment (whether or not in breach of local labor
laws), the Employee’s right to receive RSUs and vest in RSUs under the Plan, if any, will terminate
effective as of the date that the Employee is no longer actively employed; furthermore, in the
event of involuntary termination of employment (whether or not in breach of local labor laws), the
Employee’s right to receive Shares pursuant to the RSUs or to exercise the Options after
termination of employment, if any, will be measured by the date of termination of the Employee’s
active employment.
21. Data Privacy. By accepting the RSU the Employee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or other form, of the
Employee’s personal data as described in this document by and among, as applicable, the Employee’s
employer and the Company and its subsidiaries and affiliates for the exclusive purpose of
implementing, administering and managing participation in the Plan.
The Employee understands that the Company and the Employee’s employer hold certain personal
information about the Employee, including, but not limited to, his or her name, home address and
telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any Shares of stock or directorships held in the Company, details of all
Options or any other entitlement to Shares of stock Awarded, canceled, exercised, vested, unvested
or outstanding in the Employee’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”). The Employee understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan that these recipients
may be located in the Employee’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than the Employee’s country. The Employee understands
that he or she may request a list with the names and addresses of any potential recipients of the
Data by contacting the local human resources representative. The Employee authorizes the
recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party with whom the
Employee may elect to deposit any Shares of stock acquired through the RSU. The Employee
understands that Data will be held only as long as is necessary to implement, administer and manage
participation in the Plan. The Employee understands that he or she may, at any time, view Data,
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request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, without cost, by contacting in
writing the local human resources representative. The Employee understands, however, that refusing
or withdrawing consent may affect his or her ability to participate in the Plan. For more
information on the consequences of refusal to consent or withdrawal of consent, the Employee
understands that the Employee may contact the local human resources representative.
Employee has reviewed the Plan and this 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 Agreement. Employee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions relating to the Plan and
Agreement. Employee further agrees to notify the Company upon any change in the residence address
indicated below.
By Employee’s acknowledgement and acceptance of the terms of this Agreement (whether by
electronic acknowledgment and acceptance of this Agreement or by signature below), Employee and the
Company agree that this RSU award is granted under and governed by the terms and conditions of the
Plan and this Agreement.
EMPLOYEE:
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