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.
Xxxxxxxxx, Xxxxxxxxxx, 00000 Attn: Stock Administration, or at such other address as
the Company may hereafter designate in writing or electronically.
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made in good faith with respect to the Plan or this Agreement.
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.
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.
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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.
(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.
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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