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 2, 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 Febraury 2, 2005, the Compensation Committee of the Board of Directors of Juniper Networks, Inc. met and approved certain bonus payments for excutive officers and also approved a bonus compensation plan for executive officers for the registrant's 2005 fiscal year. The payments and the 2005 executive officer bonus plan are summarized on Exhibit 10.1 hereto, which is incorporated herein by reference.

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 8, 2005	By:	Mitchell L. Gaynor
		Name: Mitchell L. Gaynor
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Summary of Compensatory Plans and Arrangements approved at the February 2, 2005 Meeting of the Compensation Committee of the Board of Directors of Juniper Networks, Inc.

EX-10.1

Summary of Compensatory Plans and Arrangements Adopted February 2, 2005

On February 2, 2005, the Compensation Committee of the Board of Directors of Juniper Networks, Inc. (the “Company”) met and (i) adopted the Company’s 2005 Bonus Incentive Plan for Executive Officers (the “Plan”); (ii) approved certain bonus payments to 2004 executive officers under the 2004 executive officer bonus plan; and (iii) approved a bonus payment to Krishna “Kittu” Kolluri, in each case as summarized below.

i) 2005 Executive Officer Bonus Plan. The participants in the Plan are divided into two categories as follows:

Corporate Participants	Title
Scott Kriens James A. Dolce Robert R.B. Dykes Pradeep Sindhu	Chairman and CEO Executive Vice President, Field Operations Chief Financial Officer and Executive Vice President, Business Operations Vice Chairman and Chief Technology Officer
Business Team Participants
Krishna “Kittu” Kolluri Carol Mills	Vice President and General Manager, Security Products Group Vice President and General Manager, Infrastructure Products Group

The payment of bonuses under the Plan for all participants is based on performance against revenue, earnings and margin targets. The relative weighting of each metric varies between corporate and business team participants, such that corporate participant bonuses are based 50% on overall corporate performance and 25% on the performance of each business team. Business team participant bonuses are based 50% on overall corporate performance and 50% on the performance of their respective business team.

The target bonus of Scott 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. For corporate participants, those adjustments are based upon a combination of the company’s performance compared to industry peers and individually set performance goals. For business team participants, the adjustments are based upon individually set performance goals.

ii) 2004 Bonus Payments. The committee also authorized payments to 2004 executive officers under the 2004 executive officer bonus plan as follows:

Executive Officer	Title	2004 Bonus Payment
Scott Kriens	Chairman and CEO	$	539,077
Marcel Gani	Executive Vice President,	$	315,851
	Business Systems and
	Chief Financial Officer
James A. Dolce	Executive Vice President,	$	319,611
	Field Operations
Krishna “Kittu” Kolluri	Vice President and General	$	236,888
	Manager, Security Products
	Group
Pradeep Sindhu	Vice Chairman and Chief	$	253,683
	Technical Officer

These payments were based upon the relative achievement of 2004 goals for revenue and earnings targets, revenue growth versus industry peers and new business acquisition (as described in the Joint Proxy/Prospectus filed by the registrant in connection with the NetScreen acquisition), and were adjusted based on achievement against individual goals.

iii) Krishna “Kittu” Kolluri Merger Bonus. The committee also approved the payment to Mr. Kolluri of a $200,000 bonus that was committed to him by NetScreen Technologies at the time that NetScreen acquired Neoteris, Inc. The bonus milestones were based upon on-time delivery of certain products, SSL VPN product leadership and length of service.