|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the VRSN DEF 14A filed Apr 10, 2006. Director Compensation
Beginning October 1, 2005, directors who are not employees of VeriSign (or any parent, subsidiary or affiliate of VeriSign) receive cash compensation as follows:
Each member of the Board of Directors is eligible to receive stock options under VeriSign’s stock option plans. For 2005, directors who are not employees of VeriSign (or any parent, subsidiary or affiliate of VeriSign) were eligible to participate in the 1998 Directors Stock Option Plan (the “Directors Plan”). The option grants under the Directors Plan are automatic and nondiscretionary, and the exercise price of the options is 100% of the fair market value of the common stock on the date of grant. Under the Directors Plan, each new director who is eligible to participate will initially be granted an option to purchase 25,000 shares on the date such director first becomes a member of the Board of Directors. These grants are referred to as “Initial Grants.” Currently, on each anniversary of the Initial Grant (or most recent grant if such director did not receive an Initial Grant), each eligible director will automatically be granted an additional option to purchase 12,500 shares so long as such director has served continuously as a member of the Board of Directors since the date of the Initial Grant (or most recent grant if such director did not receive an Initial Grant). All options granted under the Directors Plan will vest as to 6.25% of the shares each quarter after the date of grant, provided the optionee continues as a director or, if VeriSign so specifies in the grant, as a consultant of VeriSign. In 2005, VeriSign granted under the Directors Plan to Messrs. Bidzos, Chenevich, Kriens, Lauer, Moore, Reyes, and Roper each options to purchase 12,500 shares of its common stock with a weighted average exercise price of $26.74 per share, and to Ms. Guthrie and Messrs. Mueller and Simpson each options to purchase 25,000 shares of its common stock with an exercise price of $27.52 per share. On December 29, 2005, the Board of Directors approved the acceleration of vesting of all unvested stock options with an exercise price per share in excess of $24.99 that were previously granted under our stock option plans and outstanding on December 29, 2005. The options accelerated included options previously granted to executive officers and directors. The acceleration was accompanied by restrictions imposed on any shares purchased through the exercise of accelerated options. Those restrictions will prevent the sale of any such shares prior to the date such shares would have originally vested had the optionee been employed on such date (whether or not the optionee is actually an employee at that time).
For 2006, upon approval of the 2006 Equity Incentive Plan, the Directors Plan will be terminated and all director equity awards will be discretionary under the 2006 Equity Incentive Plan.
8
Table of ContentsThis excerpt taken from the VRSN DEF 14A filed Apr 26, 2005. Director Compensation
Beginning July 1, 2004, directors who are not employees of VeriSign (or any parent, subsidiary or affiliate of VeriSign) receive cash compensation as follows:
From January 1, 2004 through June 30, 2004, directors who were not employees of VeriSign (or any parent, subsidiary or affiliate of VeriSign) received $4,000 for each Board of Directors meeting attended. In addition, each director serving as a chairperson of a committee of the Board of Directors received $4,000 for each committee meeting attended. They were additionally entitled to reimbursement of all reasonable out-of-pocket expenses incurred in connection with their attendance at Board of Directors and committee meetings.
Each member of the Board of Directors is eligible to receive stock options under VeriSign’s stock option plans, and Directors who are not employees of VeriSign (or any parent, subsidiary or affiliate of VeriSign) are eligible to participate in the 1998 Directors Stock Option Plan (the “Directors Plan”). The option grants under the Directors Plan are automatic and nondiscretionary, and the exercise price of the options is 100% of the fair market value of the common stock on the date of grant. Currently, each new director who is eligible to participate will initially be granted an option to purchase 25,000 shares on the date such director first becomes a member of the Board of Directors. These grants are referred to as “Initial Grants.” Currently, on each anniversary of the Initial Grant (or most recent grant if such director did not receive an Initial Grant), each eligible director will automatically be granted an additional option to purchase 12,500 shares so long as such director has served continuously as a member of the Board of Directors since the date of the Initial Grant (or most recent grant if such director did not receive an Initial Grant). All options granted under the Directors Plan will vest as to 6.25% of the shares each quarter after the date of grant, provided the optionee continues as a director or, if VeriSign so specifies in the grant, as a consultant of VeriSign. In 2004, VeriSign granted under the Directors Plan to Messrs. Bidzos, Chenevich, Compton, Kriens, Moore, Reyes and Roper each options to purchase 12,500 shares of its common stock with a weighted average exercise price of $19.10 per share, and to Mr. Lauer an option to purchase 25,000 shares of its common stock with an exercise price of $18.45 per share. The Directors Plan has been amended to increase the number of stock options granted to each director, subject to the approval of “Proposal No. 2—Amendment to 1998 Directors Stock Option Plan” contained in this proxy statement.
8
Table of Contents | EXCERPTS ON THIS PAGE:
RELATED TOPICS for VRSN: |
| |||||||
