VRSN » Topics » Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This excerpt taken from the VRSN 8-K filed Mar 20, 2008.

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

(b) On March 14, 2008, John M. Donovan, Executive Vice President, Sales, Operations, Customer Care and Product Development of VeriSign, Inc. (“VeriSign” or the “Company”), submitted his letter of resignation to the Company stating that his last day of employment with VeriSign will be March 31, 2008.


SIGNATURE

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.

 

  VERISIGN, INC.
Date: March 20, 2008   By:  

/s/ Richard H. Goshorn

    Richard H. Goshorn
    Senior Vice President, General Counsel and Secretary
This excerpt taken from the VRSN 8-K filed Jan 7, 2008.

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

(b) Effective December 31, 2007, Robert J. Korzeniewski, VeriSign’s former Executive Vice President, Corporate Development, retired from the Company.

(e) Subject to the approval of the Compensation Committee of the Board of Directors, Mr. Korzeniewski will be eligible to receive up to his full target bonus for 2007 of $225,000 to be paid in accordance with the terms of the 2007 VeriSign Performance Plan.


SIGNATURE

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.

 

  VERISIGN, INC.
Date: January 7, 2008   By:  

/s/ Richard H. Goshorn

    Richard H. Goshorn
    Senior Vice President, General Counsel and Secretary
This excerpt taken from the VRSN 8-K filed Jul 25, 2007.

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

VeriSign, Inc., a Delaware corporation (“VeriSign” or the “Company”), announced that John D. Roach has been elected to the Company’s Board of Directors, effective July 19, 2007. Mr. Roach will serve on the Audit Committee of the Board of Directors.

Mr. Roach is Chairman and Chief Executive Officer of Stonegate International, a private investment and advisory services company based in Dallas, Texas. From November 2002 to January 2006, he served as Executive Chairman of Unidare U.S., a subsidiary of Unidare plc, a public Irish financial holding company and supplier of products to the welding, safety and industrial markets. From 1998 to 2001, he served as Founder and Chairman, President and Chief Executive Officer of Builders FirstSource, Inc., a distributor of building products. Prior to that, he was Chairman, President and Chief Executive Officer of Fibreboard Corporation, a building products company, from July 1991 to July 1997 when it was acquired by Owens Corning. Mr. Roach serves as a director of PMI Group, Inc. and URS Corporation. Mr. Roach holds a B.S. degree in Industrial Management from M.I.T. and a MBA degree from Stanford University.


SIGNATURE

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.

 

    VERISIGN, INC.
Date: July 25, 2007   By:  

/s/ Richard H. Goshorn

    Richard H. Goshorn
    Senior Vice President, General Counsel and Secretary
This excerpt taken from the VRSN 8-K filed Feb 2, 2007.

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

(b) On January 5, 2007, Judy Lin, a “named executive officer” for 2006, resigned from her position as Executive Vice President and General Manager, Security Services of VeriSign, Inc. (“VeriSign”). Lin has agreed to remain as an employee of VeriSign through March 31, 2007.

(e) VeriSign has reached an agreement with Ms. Lin concerning her separation from the company that will be formally executed by the parties when she ceases to serve as an employee of VeriSign (currently anticipated to be March 31, 2007) (the “Separation Agreement”) and pursuant to which, upon termination of her employment: (i) Ms. Lin will receive $571,200 as severance that will be payable in two installments provided that Ms. Lin is in full compliance of her obligations under the Separation Agreement; (ii) Ms. Lin will receive her full target bonus for 2006 in the amount of $214,200 in March 2007 provided that Ms. Lin is in full compliance of her obligations under the Separation Agreement; (iii) Ms. Lin will receive an acceleration of vesting of twenty-five percent (25%) of her then unvested options to purchase shares of VeriSign common stock for which the exercise prices are lower than the closing price of VeriSign common stock traded on the Nasdaq Global Select Market on March 31, 2007; (iv) Ms. Lin will receive an acceleration of vesting of twenty-five percent (25%) of her then unvested restricted stock units to purchase shares of VeriSign common stock; (v) Ms. Lin will execute a release in favor of VeriSign; and (vi) Ms. Lin will be bound by a non-competition obligation, and will agree not to solicit VeriSign’s employees, consultants and employees, during one year after March 31, 2007.


SIGNATURE

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.

 

  VERISIGN, INC.
Date: February 2, 2007   By:  

/s/ Paul B. Hudson

    Paul B. Hudson
    Vice President, Associate General Counsel
This excerpt taken from the VRSN 8-K filed Jan 4, 2007.

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

Section 409A of the Internal Revenue Code (“Section 409A”) imposes significant penalties on individual income taxpayers who were granted stock options that were unvested as of December 31, 2004 and that have an exercise price of less than the fair market value of the stock on the date of grant (“Affected Options”). These tax consequences include income tax at vesting, an additional 20% tax and interest charges. In addition, the issuer of Affected Options must comply with certain reporting and withholding obligations under Section 409A.

These adverse tax consequences can be avoided for unexercised Affected Options if the exercise price of the Affected Option is adjusted to reflect the fair market value at the time the option was granted (as such measurement date is determined for financial reporting purposes). For Section 16 reporting persons, Internal Revenue Service rules require that this adjustment in the exercise price be made on or before December 31, 2006. Effective December 31, 2006, certain current executive officers (Stratton Sclavos, Aristotle Balogh, Dana Evan, Judy Lin, and Mark McLaughlin), and a former executive officer, each elected to increase the exercise price of unexercised Affected Options that they hold to the fair market value of VeriSign common stock on the date of grant (as such measurement date is determined for financial reporting purposes). The election shall not be deemed to ratify any purportedly unauthorized stock options.

Ms. Evan, the principal financial officer, elected to adjust the exercise price of two Affected Option grants: exercise prices of options to purchase 1,667 and 11,250 shares of VeriSign common stock were adjusted from $34.44 to $42.26 and from $34.16 to $38.30, respectively. Judy Lin elected to adjust the exercise price of options to purchase 37,812 shares of VeriSign common stock from $13.46 to $14.93.

None of VeriSign’s current directors, including Mr. Sclavos, is believed by the Company to hold Affected Options. However, in the event it is later determined that a director does in fact hold an Affected Option, certain directors, including Mr. Sclavos, have chosen to make the election with respect to such options.

The foregoing is a summary of the terms and conditions of the Options Election Form and related documentation and does not purport to be complete. The foregoing is qualified in its entirety by reference to the Options Election Form and related documentation, a copy of which is filed as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.

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