This excerpt taken from the VRSN DEF 14A filed Apr 26, 2005.
1998 DIRECTORS STOCK OPTION PLAN
As Adopted October 31, 1997
and Amended June 8, 2000, January 26, 2001, May 24, 2003 and August 3, 2004
1. Purpose. This 1998 Directors Stock Option Plan (this Plan) is established to provide equity incentives for certain nonemployee members of the Board of Directors of VeriSign, Inc. (the Company), who are described in Section 6.1 below, by granting such persons options to purchase shares of stock of the Company.
2. Adoption and Stockholder Approval. After this Plan is adopted by the Board of Directors of the Company (the Board), this Plan will become effective on the time and date (the Effective Date) on which the registration statement filed by the Company with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (the Securities Act), to register the initial public offering of the Companys Common Stock is declared effective by the SEC. This Plan shall be approved by the stockholders of the Company, consistent with applicable laws, within twelve (12) months after the date this Plan is adopted by the Board.
3. Types of Options and Shares. Options granted under this Plan shall be non-qualified stock options (NQSOs). The shares of stock that may be purchased upon exercise of Options granted under this Plan (the Shares) are shares of the Common Stock of the Company.
4. Number of Shares. The maximum number of Shares that may be issued pursuant to Options granted under this Plan (the Maximum Number) is 1,250,000 Shares, subject to adjustment as provided in this Plan. If any Option is terminated for any reason without being exercised in whole or in part, the Shares thereby released from such Option shall be available for purchase under other Options subsequently granted under this Plan. At all times during the term of this Plan, the Company shall reserve and keep available such number of Shares as shall be required to satisfy the requirements of outstanding Options granted under this Plan; provided, however that if the aggregate number of Shares subject to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan equals or exceeds the Maximum Number, then notwithstanding anything herein to the contrary, no further Options may be granted under this Plan until the Maximum Number is increased or the aggregate number of Shares subject to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan is less than the Maximum Number.
5. Administration. This Plan shall be administered by the Board or by a committee of not less than two members of the Board appointed to administer this Plan (the Committee). As used in this Plan, references to the Committee shall mean either such Committee or the Board if no Committee has been established. The interpretation by the Committee of any of the provisions of this Plan or any Option granted under this Plan shall be final and binding upon the Company and all persons having an interest in any Option or any Shares purchased pursuant to an Option.