SCHEDULE 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DPS0klhkl7dahRoXD4RcnVXyZWsixUqEJAgQ6dCmLUvb+a1F5NfqLiXPj2ctHx3R +W8kKxynoh83cXD4GcK55A== 0001193125-04-026477.txt : 20040219 0001193125-04-026477.hdr.sgml : 20040219 20040219133254 ACCESSION NUMBER: 0001193125-04-026477 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NETSCREEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0001088454 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770469208 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 805 11TH AVENUE STREET 2: BUILDING 3 CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: (408) 543-2100 MAIL ADDRESS: STREET 1: 805 11TH AVENUE STREET 2: BUILDING 3 CITY: SUNNYVALE STATE: CA ZIP: 94089 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JUNIPER NETWORKS INC CENTRAL INDEX KEY: 0001043604 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770422528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57757 FILM NUMBER: 04615503 BUSINESS ADDRESS: STREET 1: 1194 NORTH MATHILDA AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 6505268000 MAIL ADDRESS: STREET 1: 1194 NORTH MATHILDA AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 SC 13D 1 dsc13d.htm SCHEDULE 13D SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

JUNIPER NETWORKS, INC.

(Name of Issuer)

Common Stock, Par Value $0.00001 Per Share

(Title of Class of Securities)

48203R104

(CUSIP Number)


Matthew P. Quilter, Esq.		Robert D. Thomas
Fenwick & West, LLP		Chief Executive Officer
Silicon Valley Center		NetScreen Technologies, Inc.
801 California Street		805 11^th Avenue, Building 3
Mountain View, CA 94041		Sunnyvale, CA 94089
Phone: 650-988-8500		Phone: 408-543-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D



CUSIP No. 48203R104				Page 2 of 7 Pages



1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NetScreen Technologies, Inc., I.R.S. Identification No. 77-0469208

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ Not applicable.

3.	SEC Use Only

4.	Source of Funds (See Instructions) OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization State of Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

None.

8. Shared Voting Power

38,860,290 shares of common stock¹

9. Sole Dispositive Power

None.

10. Shared Dispositive Power

None.


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,860,290 shares of common stock¹

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 9.7%²

14.	Type of Reporting Person (See Instructions) CO

This number of shares of common stock is subject to voting agreements (the “Voting Agreements”), dated February 9, 2004 between NetScreen Technologies, Inc. and certain officers and directors of Juniper Networks, Inc., described in Items 3 and 4 below, which collectively provide that NetScreen shall have the power to vote or direct the vote of a number of shares of Juniper Common Stock (defined below) equal to 9.7% of the total outstanding shares of Juniper Common Stock with respect to matters specified in the Voting Agreements in connection with any meeting or action by written consent of the stockholders of Juniper. Of the 38,860,290 shares, 7,107,360 shares are issuable upon the exercise of outstanding options which are either vested or will vest within 60 days of February 9, 2004. NetScreen expressly disclaims beneficial ownership of any of the shares of Juniper Common Stock subject to the Voting Agreements.

²	Based on 395,346,544 shares of Juniper Common Stock outstanding as of February 9, 2004 and the issuance of 7,107,360 shares of Juniper Common Stock upon the exercise of outstanding options which either are vested or will vest within 60 days of February 9, 2004 as identified in footnote 1 above.

SCHEDULE 13D



CUSIP No. 48203R104				Page 3 of 7 Pages

Item 1. Security and Issuer.

The class of equity securities to which this statement on Schedule 13D (this “Schedule 13D”) relates is common stock, par value $0.00001 per share (“Juniper Common Stock”), of Juniper Networks, Inc., a Delaware corporation (“Juniper”). The principal executive offices of Juniper are located at 1194 North Mathilda Avenue, Sunnyvale, CA 94089.

Item 2. Identity and Background.

(a) The name of the corporation filing this statement is NetScreen Technologies, Inc., a Delaware corporation, (“NetScreen”).

(b) The address of NetScreen’s principal office is 805 11^th Avenue, Building 3, Sunnyvale, CA 94089.

(c) NetScreen develops, markets and sells a broad family of integrated network security solutions for enterprises, carriers and government entities. NetScreen’s security solutions provide key technologies such as firewall, virtual private networking, denial of service protection, antivirus and intrusion detection and prevention in a line of easy-to-manage security systems and appliances.

(d) Neither NetScreen nor, to NetScreen’s knowledge, any person named on Schedule A attached hereto during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither NetScreen nor, to NetScreen’s knowledge, any person named on Schedule A attached hereto during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect such laws.

(f) To NetScreen’s knowledge, each of the individuals identified on Schedule A attached hereto is a citizen of the United States, except that Mr. Robert D. Thomas is a citizen of Australia and Mr. Anson Chen is a citizen of Canada.

Set forth on Schedule A attached hereto is the (i) name, (ii) residence or business address and (iii) present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of NetScreen as of the date hereof.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to an Agreement and Plan of Reorganization, dated February 9, 2004, a copy of which is attached hereto as Exhibit 1 (the “Reorganization Agreement”), by and among NetScreen, Juniper and Nerus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Juniper (“Merger Sub”), and subject to the conditions set forth therein, it is contemplated that Merger Sub will be merged with and into NetScreen (the “Merger”). At the effective time of the Merger, the separate corporate existence of Merger Sub will cease, and NetScreen will continue as the surviving corporation (sometimes referred to herein as the “Surviving Corporation”) and as a wholly owned subsidiary of Juniper.

As inducement for NetScreen to enter into the Reorganization Agreement and in consideration thereof, certain officers and directors of Juniper set forth in Schedule B (collectively the “Stockholders”), entered into individual Voting Agreements with NetScreen, dated February 9, 2004, the form of which is attached hereto as Exhibit 2 (the



				Page 4 of 7 Pages

“Voting Agreement”) and more fully described in Item 4, whereby each Stockholder agreed to vote all of the shares of Juniper Common Stock beneficially owned by such Stockholder in favor of adoption and approval of the Reorganization Agreement and approval of the Merger and certain related matters. NetScreen did not pay additional consideration to Stockholders who entered into a Voting Agreement. Each of the Stockholders also granted NetScreen an irrevocable proxy (the “Proxy”).

References to, and descriptions of, the Merger, the Reorganization Agreement and the Voting Agreements as set forth throughout this Schedule 13D are qualified in their entirety by reference to the copies of the Reorganization Agreement included as Exhibit 1 to this Schedule 13D and the form of Voting Agreement (and Proxy) included as Exhibit 2 to this Schedule 13D, respectively, and are incorporated in this Item 3 in their entirety where such references and descriptions appear.

Item 4. Purpose of Transaction.

(a)-(b) As described in Item 3 above, this Schedule 13D relates to the proposed acquisition of NetScreen by Juniper pursuant to which, at the effective time of the Merger, the separate existence of Merger Sub will cease and NetScreen will continue as the Surviving Corporation. By virtue of the Merger, each share of outstanding common stock, par value $0.001 per share, of NetScreen (“NetScreen Common Stock”) will be cancelled and extinguished and automatically converted into the right to receive 1.404 (the “Exchange Ratio”) shares of Juniper Common Stock. In connection with the Reorganization Agreement, all options to purchase NetScreen Common Stock then outstanding under each of NetScreen’s 1997 Equity Incentive Plan, 2001 Equity Incentive Plan, OneSecure, Inc. 2000 Stock Option/Stock Issuance Plan, Neoteris 2001 Stock Plan, 2002 Stock Option Plan and any other plan or agreement pursuant to which options to purchase shares of NetScreen Common Stock have been granted or are outstanding following their assumption by NetScreen (collectively, the “Company Option Plans“) will be assumed by Juniper. Rights outstanding under NetScreen’s 2001 Employee Stock Purchase Plan (“NetScreen’s ESPP“) will be exercised in accordance with the procedures set forth in NetScreen’s ESPP, and each share of NetScreen Common Stock purchased pursuant to such exercise will, by virtue of the Merger, be converted into the right to receive a number of shares of Juniper Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of NetScreen Common Stock to participants under NetScreen’s ESPP.

Pursuant to the Voting Agreements, each of the Stockholders has irrevocably appointed certain executive officers and directors of NetScreen as such Stockholder’s lawful attorneys and proxies with respect to certain prescribed matters related to the Merger. The foregoing proxies give such executive officers and directors of NetScreen the full power of substitution and resubstitution, to vote and exercise all voting rights and related rights or deliver a consent with respect to the shares of Juniper Common Stock set forth on Schedule B attached hereto beneficially owned by the Stockholders, at every meeting of the stockholders of Juniper called with respect to any of the following and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of Juniper with respect to any of the following: (i) in favor of approval of the Merger, the execution and delivery by Juniper of the Reorganization Agreement and the adoption and approval of the terms thereof, the issuance of shares of Juniper Common Stock in connection with the Merger (“Juniper Stock Issuance”)and in favor of each of the other actions contemplated by the Reorganization Agreement and the Proxy and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, the consummation of the Merger, Juniper Stock Issuance and the transactions contemplated by the Reorganization Agreement; and (iii) against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger, Juniper Stock Issuance or any of the other transactions contemplated by the Reorganization Agreement.

Pursuant to the Voting Agreements, each of the Stockholders agrees that, at all times during the period beginning February 9, 2004 and ending on the earlier to occur of (i) the effective time of the Merger or (ii) the termination of the Reorganization Agreement in accordance with the terms thereof (the “Expiration Date”), Stockholder will not transfer any of the shares Juniper Common Stock, including any shares of capital stock of Juniper that Stockholder



				Page 5 of 7 Pages

purchases or with respect to which Stockholder otherwise acquires beneficial ownership after February 9, 2004 and prior to the Expiration Date, or make any agreement relating thereto, in each case without the prior written consent of NetScreen.

The purpose of the Voting Agreements is to assist Juniper and NetScreen in consummating the Merger and other transactions contemplated under the Reorganization Agreement. The Voting Agreements provide that the Voting Agreements will not, and it is the intent of the parties that the Voting Agreements will not, preclude the board of directors of Juniper or any member thereof from exercising his or her fiduciary duties as required by applicable law.

(d) Pursuant to the terms of the Reorganization Agreement, Juniper will cause one individual designated by NetScreen that is reasonably acceptable to Juniper to be elected or appointed to Juniper’s Board.

(e) Other than as a result of the Merger described in Item 3 and above in this Item 4, not applicable.

(f) Not applicable.

(g) Juniper will take all necessary action under its charter documents to expand the authorized number of directors on its board in order to add one individual designated by NetScreen as described in Item 4(d) above.

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.

Item 5. Interest in Securities of the Issuer.

(a)-(b) As a result of the Voting Agreements, NetScreen may be deemed to be the beneficial owner of at least 38,860,290 shares of Juniper Common Stock as of February 9, 2004. Such Juniper Common Stock constitutes approximately 9.7% of the issued and outstanding shares of Juniper Common Stock, based on the 395,346,544 shares of Juniper Common Stock outstanding as of February 9, 2004. NetScreen also may be deemed to have shared voting power with respect to the foregoing shares of Juniper Common Stock with respect to those matters described in Item 4 above. However, (a) other than as specifically set forth in the Voting Agreements, NetScreen is not entitled to any rights as a stockholder of Juniper as to the foregoing shares of Juniper Common Stock, and (b) the filing of this Schedule 13D shall not be construed as an admission that NetScreen is, for purposes of Section 13(d) or 13(g) of the Securities Act of 1933, the beneficial owner of any of the shares of Juniper Common Stock subject to the Voting Agreements.

(c) To NetScreen’s knowledge, no shares of Juniper Common Stock are beneficially owned by any of the persons named in Schedule A to this Schedule 13D.

(d) To NetScreen’s knowledge, no transactions in the class of securities reported have been effected during the past 60 days by any person named pursuant to Item 2.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than the Reorganization Agreement and the exhibits thereto, including the Voting Agreement, to the knowledge of NetScreen, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 (including Schedule A hereto) and between such persons and any person with respect to any



				Page 6 of 7 Pages

securities of Juniper, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.


Exhibit No.		Title

1		Agreement and Plan of Reorganization, dated as of February 9, 2004, by and among Juniper Networks, Inc., Nerus Acquisition Corp. and NetScreen Technologies, Inc. (Incorporated by reference from Exhibit 99.1 to NetScreen’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2004.)

2		Form of Voting Agreement, dated February 9, 2004, by and among Juniper Networks, Inc., NetScreen Technologies, Inc. and certain shareholders and/or option holders Juniper Networks, Inc.



				Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.




Dated:		February 19, 2004


By:		/s/ REMO E. CANESSA

		Remo E. Canessa Chief Financial Officer

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF

NETSCREEN TECHNOLOGIES, INC.

The following table sets forth the name, business address and present principal occupation or employment of each executive officer and director of NetScreen. Except as otherwise indicated below, the business address of each person set forth on this Schedule A is: c/o NetScreen Technologies, Inc, 805 11^th Avenue, Building 3, Sunnyvale, CA 94089.


Name of Executive Officer		Title and Present Principal Occupation

Robert D. Thomas		President, Chief Executive Officer and Director

Robert Beaulieu		Vice President of Customer Service

Remo E. Canessa		Chief Financial Officer

Anson Chen		Vice President of Research and Development

Charles R. Clark		Vice President of Operations

Feng Deng		Chief Strategy Officer and Director

David K. Flynn		Vice President of Marketing

Krishna Kolluri		General Manager, Secure Access Products

Mark S. Smith		Vice President of Worldwide Sales

Name of Director		Title, Present Principal Occupation and Business Address

Alan L. Earhart		Director

Michael L. Goguen		Director c/o Sequoia Capital 3000 Sand Hill Road Building 4, Suite 180 Menlo Park, CA 94025

Katherine M. Jen		Director c/o AsiaTech Management, LLC 3945 Freedom Circle, Suite 360 Santa Clara, CA 95054

Frank J. Marshall		Director c/o Timark, L.P., Suite 265 14510 Big Basin Way Saratoga, CA 95070

Thomas F. Mendoza		Director c/o Network Appliance, Inc. 495 East Java Drive Sunnyvale, CA 94089

Victor E. Parker, Jr.		Director c/o Spectrum Equity Investors 333 Middlefield Road, Suite 200 Menlo Park, CA 94025

SCHEDULE B

JUNIPER STOCKHOLDERS THAT ARE A PARTY TO A VOTING AGREEMENT WITH NETSCREEN

The following table sets for the name and principal occupation or employment of each stockholder of Juniper that has entered into a Voting Agreement with NetScreen in connection with the Reorganization Agreement, and the aggregate number of shares of Juniper Common Stock beneficially owned by each such Stockholder as of February 9, 2004 subject to such Voting Agreement. Except as otherwise indicated below, the business address of each Stockholder set forth on this Schedule B is: c/o Juniper Networks, Inc., 1194 North Mathilda Avenue, Sunnyvale, California 94089.


Name and Address of Beneficial Owner(1)	Ownership	Class(2)
Scott Kriens (1) Chairman, Chief Executive Officer and President	16,181,206 shares	4.1	%
Pradeep Sindhu (2) Vice Chairman, Chief Technical Officer	12,491,322 shares	3.2	%
Marcel Gani (3) Executive Vice President, Chief Financial Officer	1,181,119 shares	*
James A. Dolce, Jr. (4) Executive Vice President of Field Operations	620,172 shares	*
William R. Hearst III (5) Director c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025	1,045,463 shares	*
Vinod Khosla (6) Director c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025	2,742,075 shares	*
Kenneth Levy (7) Director c/o KLA-Tencor Corporation One Technology Drive Milpitas, CA 95035	36,111 shares	*
Stratton Sclavos (8) Director VeriSign, Inc. 1350 Charleston Road Mountain View, CA 94303	84,111 shares	*


William R. Stensrud (9) Director c/o Enterprise Partners 2223 Avenida de la Playa, Suite 300 La Jolla, CA 92037	1,579,863 shares	*
Ashok Krishnamurthi (10)	859,516 shares	*
Robert M. Calderoni (11)	13,888 shares	*
Kenneth Goldman (12)	25,444 shares	*
All Stockholders as a group (12 persons) (13)	38,860,290	9.7	%

*	Represents less than 1% of the outstanding shares of common stock.

(1)	Includes 2,305,125 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(2)	Includes 1,287,812 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(3)	Includes 312,500 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(4)	Includes 2,457,411 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(5)	Includes 39,445 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(6)	Includes 36,111 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(7)	Includes 36,111 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(8)	Includes 76,111 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(9)	Includes 56,111 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(10)	Includes 469,291 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(11)	Includes 13,888 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(12)	Includes 19,444 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

(13)	Includes 7,107,360 shares which are subject to options that may be exercised within 60 days of February 9, 2004.

EX-2 3 dex2.htm FORM OF PARENT VOTING AGREEMENT FORM OF PARENT VOTING AGREEMENT

EXHIBIT 2

FORM OF PARENT VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 9, 2004, by and among Juniper Networks, Inc., a Delaware corporation (“Parent”), NetScreen Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of Parent.

RECITALS

A. Concurrently with the execution of this Agreement, Parent, Nerus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company have entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company.

B. Pursuant to the Merger, all of the issued and outstanding shares of capital stock of the Company will be converted into the right to receive the consideration set forth in the Reorganization Agreement, all upon the terms and subject to the conditions set forth in the Reorganization Agreement.

C. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number of shares of outstanding capital stock of Parent and other securities convertible into, or exercisable or exchangeable for, shares of capital stock of Parent, all as set forth on the signature page of this Agreement (collectively, the “Shares”).

D. In consideration of the execution of the Reorganization Agreement by Company, Stockholder desires to restrict the transfer or disposition of any of the Shares, or any other shares of capital stock of Parent acquired by Stockholder hereafter and prior to the Expiration Date (as defined in Section 1(a) hereof), and desires to vote the Shares and any other such shares of capital stock of Parent so as to facilitate the consummation of the Merger.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Agreement to Retain Shares.

(a) Transfer. Stockholder agrees that, at all times during the period beginning on the date hereof and ending on the Expiration Date (as defined below), Stockholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement relating thereto, in each case without the prior written consent of Company.

As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the

Reorganization Agreement, or (ii) the termination of the Reorganization Agreement in accordance with the terms thereof. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift, placement in trust, or the Constructive Sale (as defined below) or other disposition of such security (excluding transfers by testamentary or intestate succession or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing, excluding (i) any Transfer to a family member or charitable organization if the transferee agrees in writing to be bound by the terms of this Agreement to the same extent as Stockholder and delivers a duly signed Proxy (as defined in Section 3), and (ii) any Transfer pursuant to a court order. As used herein, the term “Constructive Sale” shall mean, with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

(b) New Shares. Stockholder agrees that any shares of capital stock of Parent that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date, including, without limitation, shares issued or issuable upon the conversion, exercise or exchange, as the case may be, of all securities held by Stockholder which are convertible into, or exercisable or exchangeable for, shares of capital stock of Parent (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares as of the date hereof.

2. Agreement to Vote Shares. Until the Expiration Date, at every meeting of stockholders of Parent called with respect to any of the following, and at every adjournment or postponement thereof, and every action or approval by written consent of stockholders of Parent with respect to any of the following, Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 3), the outstanding Shares and any outstanding New Shares (to the extent any such New Shares may be voted):

(i) in favor of approval of the Merger, the execution and delivery by Parent of the Reorganization Agreement and the adoption and approval of the terms thereof, the issuance of shares of Parent Common Stock (as defined in the Reorganization Agreement) in connection with the Merger (the “Parent Stock Issuance”) and in favor of each of the other actions contemplated by the Reorganization Agreement and the Proxy and any action required in furtherance thereof;

(ii) against approval of any proposal made in opposition to, or in competition with, the consummation of the Merger, Parent Stock Issuance and the transactions contemplated by the Reorganization Agreement; and

(iii) against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger, Parent Stock Issuance or any of the other transactions contemplated by the Reorganization Agreement.

Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 2.

3. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to Company an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable law, covering the total number of Shares and New Shares.

4. Representations, Warranties and Covenants of Stockholder. Stockholder represents, warrants and covenants to Company as follows:

(i) Stockholder is the beneficial owner of the Shares, with full power to vote or direct the voting of the Shares for and on behalf of any and all beneficial owners of the Shares.

(ii) As of the date hereof, the Shares are, and at all times up until the Expiration Date the Shares will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances of any kind or nature, in each case that would impair Stockholder’s ability to fulfill its obligations under Section 2.

(iii) Stockholder does not beneficially own any shares of capital stock of Parent, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of Parent, other than the Shares.

(iv) Stockholder has full corporate power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other related agreements to which Stockholder is a party.

5. Additional Documents. Stockholder and Parent hereby covenant and agree to execute and deliver any additional documents reasonably necessary or desirable to carry out the purpose and intent of this Agreement.

6. Consents and Waivers. Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Stockholder is a party or pursuant to any rights Stockholder may have.

7. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the Expiration Date.

8. Stop Transfer. Parent agrees to make a notation on its records and give instructions to its transfer agent(s) to not permit, at any time during the term of this Agreement, the transfer of any Shares or New Shares, except as permitted pursuant to Section 1(a).

9. Miscellaneous.

(a) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(b) Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of Stockholder may be assigned to any other person without the prior written consent of the Company.

(c) Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by each of the parties hereto.

(d) Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing.

(e) Specific Performance; Injunctive Relief. The parties acknowledge that the Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the Company upon any such violation, the Company shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Company at law or in equity.

(f) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally, (b) on the date of confirmation of receipt (or the first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service, or (c) on the date of confirmation of receipt (or the first business day following such receipt if the date is not a

business day) if sent via facsimile (receipt confirmed), in each case, to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):


(i)		if to Parent, to:

		JuniperNetworks, Inc.
		1194 North Mathilda Ave.
		Sunnyvale, California 94089-1206

		Attention: Mitchell Gaynor
		Telephone: (408) 745-2384
		Facsimile: (408) 745-8910

		with a copy to:

		Wilson Sonsini Goodrich & Rosati
		Professional Corporation
		650 Page Mill Road
		Palo Alto, California 94304

		Attention: Larry W. Sonsini
		Katharine A. Martin
		Facsimile:(650) 493-6811

		and to:

		Wilson Sonsini Goodrich & Rosati
		Professional Corporation
		One Market
		Spear Tower, Suite 3300
		San Francisco, California 94105

		Attention: Steve L. Camahort
		Facsimile: (415) 947-2099

(ii	)	if to Company, to:

		NetScreen Technologies, Inc.
		805 11^th Avenue, Bdlg. 3
		Sunnyvale, California 94089
		Attention: Vice President, Legal Affairs

		Telephone: (408) 543-2100
		Facsimile: (408) 543-6760

with a copy to:

Silicon Valley Center

801 California Street

Mountain View, California 94041

Attention: Mathew P. Quilter

Facsimile: (650) 938-5200

(iii) If to Stockholder: To the address for notice set forth on the signature page hereof.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

(h) Entire Agreement. This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

(i) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

(j) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.


NETSCREEN TECHNOLOGIES, INC.								STOCKHOLDER:

By:
Name:								Signature
Title:

								Print Name

JUNIPER NETWORKS, INC.

By:								Address
Name:
Title:								Shares:

								Parent Common Stock:
								Parent Options:

[SIGNATURE PAGE TO PARENT VOTING AGREEMENT]

EXHIBIT A

IRREVOCABLE PROXY

The undersigned stockholder (“Stockholder”) of Juniper Networks, Inc., a Delaware corporation (“Parent”), hereby irrevocably (to the fullest extent permitted by law) appoints Remo Canessa and Thomas Tovar of NetScreen Technologies, Inc., a Delaware corporation (the “Company”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Parent that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Parent issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”), in accordance with the terms of this Proxy until the Expiration Date (as defined in the Voting Agreement (as defined below)). The Shares beneficially owned by the undersigned stockholder of Parent as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined in the Voting Agreement).

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Voting Agreement, dated as of February , 2004, by and among the Company, Parent and Stockholder (the “Voting Agreement”), and is granted in consideration of Company entering into that certain Agreement and Plan of Reorganization, dated as of February , 2004, by and among Parent, Nerus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company (the “Reorganization Agreement”). The Reorganization Agreement provides for the merger of Merger Sub with and into the Company in accordance with its terms (the “Merger).

The attorneys and proxies named above are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date (as defined in the Voting Agreement), to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of stockholders of Parent and in every written consent in lieu of such meeting:

(i) in favor of approval of the Merger, the execution and delivery by Parent of the Reorganization Agreement and the adoption and approval of the terms thereof, the issuance of shares of Parent Common Stock (as defined in the Reorganization Agreement) in connection with the Merger (the “Parent Stock Issuance”), and in favor of each of the other actions contemplated by the Reorganization Agreement and this Proxy and any action required in furtherance thereof;

The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided in clauses (i), (ii) or (iii) above, and Stockholder may vote the Shares on all other matters.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

[Remainder of Page Intentionally Left Blank]

*****

This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date (as defined in the Voting Agreement).

Dated: February , 2004




								Signature


								Print Name



								Address

								Shares:

								Parent Common Stock:
								Parent Options:

[SIGNATURE PAGE TO PROXY]

-----END PRIVACY-ENHANCED MESSAGE-----