Exhibit 10.1
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential.
Acceleration and Clawback Agreement
As you are aware, on January 9, 2024, Juniper Networks, Inc., a Delaware corporation (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement), with Hewlett Packard Enterprise Company, a Delaware corporation (Parent), and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (Merger Sub), pursuant to which, among other things, the parties agreed to implement the transactions contemplated therein (the Transactions), including the merger of Merger Sub with and
into the Company (the Merger), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.
In connection with the Merger, certain employees of the Company and its subsidiaries, including yourself, may be eligible to receive payments
that may be considered excess parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended (Section 280G), which may result in the imposition of an excise tax on such
employees. On December 16, 2024, the Compensation Committee of the Board of Directors (the Compensation Committee) of the Company approved certain actions to mitigate the potential adverse impact of Section 280G on
certain impacted employees, including you, including accelerating to December 2024 (the actual date of such accelerated payment, the Acceleration Date) the payment of certain compensation that could otherwise have been paid to you
in subsequent years.
As described in Section 4 below, such acceleration of your payments is conditioned upon your timely execution
of this Acceleration and Clawback Agreement (this Agreement).
1. |
Accelerated Payment of Certain Compensation |
If you sign this Agreement setting forth the terms and conditions of your obligation to repay accelerated payments, as described in
Section 2 below, then to the extent any of the following payments would have otherwise been paid to you following 2024, the Company will instead make the following payments to you in December 2024:
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(i) |
Payment of the cash portion of your annual incentive program bonus for fiscal year 2024 of the Company at 90%
(the Accelerated Rate) of the target level of performance (the Accelerated Cash Bonuses) (which, for the avoidance of doubt, will be trued up and paid directly to you in the ordinary course of business of the
Company in the event that the actual level of performance exceeds the Accelerated Rate of the target level of performance and the component payable in shares of the Companys common stock, if any, of such annual incentive program bonus will be
paid directly to you in the ordinary course of business of the Company); and |
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(ii) |
Accelerated vesting and settlement in 2024 of certain outstanding time-based restricted stock units and a
portion of certain outstanding performance-based performance stock units (which, for the avoidance of doubt, the remainder of such performance stock units will vest in accordance with their terms) held by you that would have otherwise settled in
accordance with their terms following 2024 (collectively, the Accelerated RSUs). |
Your specific
acceleration and the extent to which any of the types of compensation identified above apply to you are set forth on Schedule A hereto. Any Accelerated Cash Bonuses and/or Accelerated RSUs (collectively, the Accelerated Amounts)
will offset the corresponding payments or amounts that you would have otherwise become entitled to receive (i) upon the consummation of the Merger or (ii) otherwise in years following 2024, so there will in no event be any duplication of
payments.