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): February 8, 2006

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 February 8, 2006, the Compensation Committee of the Board of Directors of Juniper Networks, Inc. met and approved certain bonus payments for executive officers and also approved a restricted stock unit program and bonus compensation plan for executive officers for the registrant's 2006 fiscal year. The payments as well as the restricted stock unit program and 2006 executive officer bonus plan are summarized on Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

10.1 Summary of Compensatory Plans and Arrangements Adopted on February 8, 2006

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.
February 14, 2006	By:	Mitchell L. Gaynor
		Name: Mitchell L. Gaynor
		Title: Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Summary of Compensatory Plans and Arrangements Adopted on February 8, 2006

EX-10.1

Exhibit 10.1

Summary of Compensatory Plans and Arrangements Adopted February 8, 2006

On February 8, 2006, the Compensation Committee of the Board of Directors of Juniper Networks, Inc. (the “Company”) met and (i) adopted the Company’s 2006 Bonus Incentive Plan for Executive Officers (the “Plan”); (ii) approved a restricted stock unit program for Executive Officers; and (iii) approved certain bonus payments to 2005 executive officers under the 2005 executive officer bonus plan.

(i) 2006 Executive Officer Bonus Plan. The participants in the Plan are divided into two categories as follows:

Corporate Participants	Title
Scott Kriens	Chairman and CEO
Robert R.B. Dykes	Chief Financial Officer and Executive Vice President, Business Operations
Edward Minshull	Executive Vice President, Field Operations
Pradeep Sindhu	Vice Chairman and Chief Technology Officer
Business Team Participants	Title
Kim Perdikou	Vice President and Acting General Manager, Infrastructure Products Group
Robert Sturgeon	Executive Vice President and General Manager, Security Products Group

The payment of bonuses under the Plan for corporate participants is based on performance against six month Company revenue and non-GAAP operating income targets. The payment of bonuses under the Plan for business team participants is based on performance against six month Company revenue targets and business team revenue and contribution margin targets. Corporate participant bonuses are based 100% on overall Company performance. Business team participant bonuses are based 50% on overall Company performance and 50% on the performance of their respective business team. Payments under the plan are calculated and paid after each six month measurement period.

The target bonus of Mr. Kriens is 150% of base salary. The target bonus for each other participant is 100% of base salary.

For each of the participants, 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, calculated as described above, is subject to adjustment based upon the company’s revenue performance compared to industry peers and individually set performance goals.

(ii) Restricted Stock Unit Program. The Compensation Committee approved a restricted stock performance program pursuant to which Executive Officers will be awarded a number of restricted stock units based on the achievement of earnings per share objectives for 2006. Depending on the performance against the objectives, participants could be granted restricted stock units for as much as 150% of the target number of restricted stock units or as few as 25% of the target number of restricted stock units. Once the restricted stock units are granted they will vest over a multiple year period following the grant date. The target number of restricted stock units for the executive officers is as follows: 100,000 for Mr. Kriens; 50,000 for Mr. Minshull; 33,000 for each of Mr. Dykes, Mr. Sindhu and Mr. Sturgeon; and 25,000 for Ms. Perdikou.

iii) 2005 Bonus Payments. The Compensation Committee also authorized payments to 2005 executive officers under the Company’s 2005 executive officer bonus plan as follows:

Executive Officer	Title	Total 2005 Bonus Payment
Scott Kriens	Chairman and CEO	$	733,875
Robert R.B. Dykes	Chief Financial Officer and	$	420,000
	Executive Vice President
	Business Operations
James A. Dolce	Executive Vice President,	$	312,000
	Field Operations
Pradeep Sindhu	Vice Chairman and Chief	$	222,750
	Technical Officer
Robert Sturgeon	Executive Vice President	$	94,417
	and General Manager,
	Security Products Group