This excerpt taken from the VRSN 8-K filed Jan 14, 2009.
2. Annual Base Salary: $500,000 (Paid in Bi-Weekly installments)
3. Equity Grants
a. Stock Options: VeriSign will recommend to the Board of Directors that you be granted stock options to purchase 152,000 shares of Common Stock of VeriSign, Inc., such grant to be subject to terms and conditions of the VeriSign, Inc. 2006 Equity Incentive Plan and corresponding Stock Option Agreement in accordance with the Companys Stock Option Guidelines for newly hired employees. The exercise price of the options will be the closing price of the Companys Common Stock as listed on the Nasdaq Global Market on the date of your commencement of employment as President and Chief Operating Officer of the Company (the Grant Date), provided that in the event the Nasdaq Global Market is not open for trading on the date of your commencement of employment as President and Chief Operating Officer of the Company the Grant Date shall be the first date the Nasdaq Global Market is open for trading after such employment commences You will be eligible to exercise up to twenty-five percent (25%) of your total shares one year from the Grant Date, provided that you are employed by VeriSign or one of its direct or indirect subsidiaries at that time. Each subsequent quarter (3 months) an additional 6.25% of your total shares will become eligible to exercise provided that you are employed by VeriSign or one of its direct or indirect subsidiaries at that time.
b. Restricted Stock Units: VeriSign will recommend to the Board of Directors that you be granted 61,000 restricted stock units of VeriSign, Inc., such grant to be subject to the terms and conditions of the VeriSign, Inc. 2006 Equity Incentive Plan and the corresponding Restricted Stock Unit Agreement. This Restricted Stock Unit award will be made on the Grant Date (as defined above) and will fully vest over a period of four years from the Grant Date with 25% vesting on each annual anniversary of the Grant Date provided that you are employed by VeriSign or one of its direct or indirect subsidiaries at that time.
We recommend that you consult with your tax advisor regarding tax treatment of stock options and restricted stock units.
4. Annual Bonus: You are eligible to participate in the 2009 VeriSign Performance Plan bonus program (the 2009 Bonus Plan). Your targeted bonus percentage for the 2009 Bonus Plan is 75% of your annual base salary. Eligibility for payment under this plan will be governed by the terms and conditions of the 2009 VeriSign Performance Plan policy, which is subject to change.
5. Benefits: Your medical and insurance benefits will be commensurate with those of other employees. New employees receive 18 days of paid time off per year. VeriSign also observes 11 paid holidays per year. Please note: Your benefits information for 2009 will be mailed to your home shortly after your date of hire.
6. Change-In-Control Agreement: You are eligible to enter into the Change-In-Control Agreement for VeriSign Section 16 Executive Officers as approved in August 2007. The Term Sheet for the Change-in-Control Agreement is attached hereto as Exhibit A. The Change-in-Control Agreement will be in the form approved by the Compensation Committee in August 2007 for Section 16 Officers.
7. Severance: In exchange for signing the Companys general release agreement, you shall be eligible for severance as described in the document attached to this offer letter as Exhibit B, which is entitled Term Sheet for Section 16 Officer Severance, if: (i) the Company terminates your employment without Cause (as defined in Exhibit A) at any time on or before July 1, 2010; or (ii) you resign for Good Reason (as defined in Exhibit A) at any time on or before July 1, 2010; or (iii) you resign as President and Chief Operating Officer and leave the Company for any reason on July 1, 2010. In any and all cases, this severance benefit will expire at 11:59 P.M. on July 1, 2010.
8. Confidentiality & Background Check: This offer is contingent upon your signing the Companys Confidentiality Agreement and upon successful clearance of your background check. To the extent permitted by applicable law, such background check may include, among other things, an investigation of your educational background, previous employment, previous addresses, department of motor vehicle records, a criminal records check, a credit check, a Social Security check, drug testing, finger printing, and an investigation to determine whether you have been statutorily disqualified, as such term is defined in Section 3(a)(39) of the Securities Exchange Act of 1934 (as amended). It is also contingent upon providing evidence of your legal right to work in the United States as required by the U.S. Citizenship and Immigration Services.
9. At-Will Employment: This offer is for employment on an at-will basis, which means that the employment relationship can be terminated at any time by either party, with or without cause. The at-will nature of your employment can only be changed by a written amendment to this offer letter, approved by the VeriSign Board of Directors, which expressly states that your employment is no longer at-will. Notwithstanding the at-will nature of your employment, severance will be provided in accordance with Section 7.
10. Integrated Agreement: This offer letter and its accompanying Exhibits A and B, once accepted by you and VeriSign, will constitute the entire agreement between you and VeriSign concerning their subject matter and will supersede any prior or contemporaneous agreements, promises, representations, or understandings. The agreement may not be modified in any material respect absent a writing signed by you and an authorized representative of the VeriSign Board of Directors.
To accept this offer, please sign below and return the original offer letter plus the additional enclosed documents in the return envelope and keep a copy of the offer letter for your records. This offer will expire one week after it is provided to you. Please contact Kathryn Cross, Vice President, Compensation and Benefits Design, at (650) 426-4816 if you have any questions.