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 26, 2008

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 26, 2008, in connection with a regularly scheduled meeting to determine nominees for election to the Board of Directors (the "Board") of Juniper Networks, Inc. (the "Company") at the 2008 Annual Meeting of Stockholders, Mr. William Hearst indicated that he would step down from the Board at the expiration of his current term and that he did not wish to be nominated for re-election. Mr. Hearst’s decision was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices.


(e) On February 26, 2008, the Compensation Committee of the Board adopted certain compensatory plans and arrangements for the Company's executive officers for the 2008 fiscal year. A description of the terms and conditions of the plans and arrangements adopted by the Compensation Committee is set forth on Exhibit 99.1 hereto, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Description of Compensatory Plans and Arrangements Adopted on February 26, 2008

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 28, 2008	By:	Mitchell L. Gaynor
		Name: Mitchell L. Gaynor
		Title: Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Description of Compensatory Plans and Arrangements Adopted on February 26, 2008

EX-99.1

Exhibit 99.1

On February 26, 2008, the Compensation Committee of the Board adopted the 2008 Annual Incentive Plan for the Company’s executive officers. Each executive officer has an incentive target specified for that individual which is expressed as a percentage of base salary, ranging between 150% and 75%. Under the 2008 Annual Incentive Plan, each participant receives an annual incentive bonus based on achievement of specified objectives during the year. The incentive is based 50% on the Company’s revenue results, 30% on the Company’s operating income results and 20% on achievement of other specified strategic goals. However, in the case of a general manager of a business group, such as the Company’s Infrastructure Products Group or Service Layer Technology Business Group, the revenue and operating income factors are based half on achievement of the Company’s revenue and operating income targets and half on achievement of the applicable business group’s revenue and operating income targets. The incentive amounts paid after the end of the year will depend on the level of achievement and range between zero and 200% of the target incentive. For example, no payment is earned for the revenue component or operating income component if less than 80% of the respective objective is achieved. At 80% of the objective, 30% of the applicable component is earned; achievement of 100% of the objective results in 100% of the component earned; and if 120% of the objective is achieved, 200% of that component is earned. Target incentive percentages for the Company’s named executive officers (including its principal executive officer and principal financial officer) were not changed compared to 2007 and continue at previously disclosed levels. As part of its 2008 executive compensation review and actions, the Compensation Committee also established new base salaries for Scott Kriens and Pradeep Sindhu of $700,000 and $396,750, respectively.