8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 9, 2005

Juniper Networks, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-26339	770422528
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1194 North Mathilda Avenue, Sunnyvale, California		94089
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (408) 745-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2005, the Compensation Committee of the Board of Directors of Juniper Networks, Inc. (the "Company") approved compensation arrangements for Mr. Robert Sturgeon, an executive officer of the Company. The compensation arrangements for Mr. Sturgeon are summarized on Exhibit 10.1 to this report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

10.1. Summary of Compensatory Arrangements approved by the Compensation Committee of the Board of Directors of Juniper Networks, Inc. on September 9, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Juniper Networks, Inc.
September 15, 2005	By:	Mitchell L. Gaynor
		Name: Mitchell L. Gaynor
		Title: Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Summary of Compensatory Arrangements approved by the Compensation Committee of the Board of Directors of Juniper Networks, Inc. on September 9, 2005.

EX-10.1

Summary of Robert Sturgeon Compensatory Arrangements

On September 9, 2005, the Compensation Committee of the Board of Directors of Juniper Networks, Inc. (the “Company”) approved compensation arrangements for Mr. Robert Sturgeon who was recently named Executive Vice President and General Manager, Security Products Group.

In addition to approving an increase in his base salary, the Compensation Committee approved Mr. Sturgeon’s participation in the Company’s 2005 Bonus Incentive Plan for Executive Officers (the “Plan”). A summary of the Plan was provided with a Form 8-K filed with the Securities and Exchange Commission on February 8, 2005. The payment of bonuses under the Plan is based on performance against revenue, earnings and margin targets. As a Business Team participant, Mr. Sturgeon’s bonus under the Plan will be based 50% on overall corporate performance and 50% on the performance of the Security Product business team. The target bonus for Mr. Sturgeon under the Plan is 100% of base salary.

For each of the participants under the Plan, a specified minimum achievement against all target metrics is required for any payment of bonuses. Overachievement of the target metrics can result in payment of bonuses in excess of the target bonus (up to a maximum of 200% of target bonus). The final bonus for each participant under the Plan is also subject to certain adjustments. For business team participants, the adjustments are based upon individually set performance goals.

Mr. Sturgeon was also granted two stock options: (1) An option to purchase 130,000 shares of the Company’s Common Stock that vests as to 25% of such shares on August 25, 2006 and in equal monthly installments thereafter over three years; and (2) an option to purchase 70,000 shares of the Company’s Common Stock that vests as to 1/48^th of such shares on August 25, 2006 and in equal monthly installments of 1/48^th of such shares thereafter. Each option has a ten year term and an exercise price equal to the closing price of the Company’s Common Stock on NASDAQ on the date of grant.