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VRSN » Topics » Executive Employment Agreement

This excerpt taken from the VRSN 10-Q filed Nov 7, 2008.

Executive Employment Agreement

Dear Jim:

On behalf of VeriSign, Inc. (“VeriSign” or the “Company”), we are pleased to offer you this Executive Employment Agreement effective June 30, 2008 (the “Effective Date” or “Hire Date”) on the terms set forth below (this “Employment Agreement”).

1. Position. As of the Effective Date, you will serve as Executive Chairman, President, and Chief Executive Officer on an interim basis. You will have overall responsibility for the management of VeriSign and report directly to the Board. You will be expected to devote your full working time and attention to the business of VeriSign, and you will not render services to any other business without the prior approval of the Board or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of VeriSign.

2. Cash Salary. Your annual cash salary will be $900,000 (less such payroll deductions and withholdings as are required by law); payable in bi-weekly installments in accordance with VeriSign’s normal payroll practices (your “Cash Salary”). This annual Cash Salary shall be prorated for 2008 based on your Hire Date and is guaranteed for a six-month period. This annual Cash Salary will cease upon the appointment of a new Chief Executive Officer, but in no event before the expiration of the six-month period.

3. Equity Compensation: Restricted Stock Unit (RSU) Award. In connection with the commencement of your employment, the Compensation Committee of the Board granted to you restricted stock units to acquire 123,915 shares of VeriSign’s common stock (the “RSU Award”). The RSU Award was granted to you on August 4, 2008. The RSU Award shall vest in equal installments on each quarterly anniversary of the date of grant of the RSU Award over a one-year period from the date of grant, regardless of whether your service as interim President and Chief Executive Officer continues for the full extent of the one-year vesting period. Your RSU Award and the issuance of the underlying VeriSign common stock will be subject to the terms and conditions of the VeriSign 2006 Plan and your RSU Award Agreement attached hereto as Exhibit A. VeriSign shall distribute the shares underlying the RSU Award (less applicable deductions and withholdings) to you within 30 days following the date on which such RSU Award vests.

D. James Bidzos

August 14, 2008

Page 2

 

4. Other Benefits. You will be eligible to receive all benefits that are offered to VeriSign senior executives, such as medical, dental and vision insurance coverage, subject, of course, to any eligibility requirements imposed by any third-party insurance provider. You will be eligible for Paid Time Off (“PTO”) subject to VeriSign’s PTO policy. New employees currently receive 18 days of paid time off per year in addition to 11 paid holidays per year. VeriSign’s benefits offerings and PTO policy are subject to change.

5. Confidentiality & Assignment of Inventions. You and the Company shall enter into the standard form of Assignment of Inventions, Non-Disclosure & Nonsolicitation Agreement attached hereto as Exhibit B.

6. Company Policies. You agree to comply with and be bound by the Company’s operating policies, procedures and practices that are from time to time in effect during the term of your employment, including, but not limited to, the VeriSign Code of Ethics & Business Conduct and the VeriSign Securities Trading Policy.

7. Miscellaneous.

 

  a. Absence of Conflicts. You represent that as of the Effective Date your performance of your duties under this Employment Agreement will not breach any other agreement as to which you are a party.

 

  b. Successors. This Employment Agreement is binding on and may be enforced by VeriSign and its successors and assigns and is binding on and may be enforced by you and your heirs and legal representatives. Any successor to VeriSign of substantially all of its business (whether by purchase, merger, consolidation or otherwise) will in advance assume in writing and be bound by all of VeriSign’s obligations under this Employment Agreement.

 

  c. Amendment; Waiver. No provision of this Employment Agreement will be modified or waived except in writing signed by you and an officer of VeriSign duly authorized by its Board. No waiver by either party of any breach of this Employment Agreement by the other party will be considered a waiver of any other breach of this Employment Agreement.

 

  d. Entire Agreement. This Employment Agreement represents the entire agreement between us concerning the subject matter of your employment by VeriSign.

 

  e. Governing Law. This Employment Agreement will be governed by the laws of the State of California without reference to conflict of laws provisions. Any claim, dispute or controversy arising out of this Employment Agreement, the interpretation, validity or enforceability of this Employment Agreement or the alleged breach thereof shall be subject to the exclusive jurisdiction of the state and federal courts in Santa Clara County California.

D. James Bidzos

August 14, 2008

Page 3

 

  f. Withholding Taxes; Section 409A. All payments made under this Employment Agreement shall be subject to reduction to reflect all federal, state, local and other taxes required to be withheld by applicable law. Notwithstanding any provision to the contrary, to the extent (i) any payments to which you become entitled under this Employment Agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company; (ii) the date of your disability (as defined in the Code); or (iii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum.

This offer is contingent upon your signing the Company’s Confidentiality Agreements included with this offer and upon successful clearance of your background check. To the extent permitted by applicable law, such background checks 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 check of sex-offender watch lists, 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). From time to time, you may be required to redo the background check, such as if required by a customer for legitimate business reasons. This offer is also contingent upon your providing evidence of your legal right to work in the United States as required by the Immigration and Naturalization Service. This offer is for employment on an at-will basis, which means that this relationship can be terminated at any time by either party either with or without cause and with or without notice.

D. James Bidzos

August 14, 2008

Page 4

 

Jim, we are very pleased to extend this Employment Agreement to you. Please indicate your acceptance of the terms of this Employment Agreement by signing in the place indicated below.

 

Very truly yours,
/s/ Anne Marie Law

Anne Marie Law

Senior Vice President, Global Human Resources

Accepted and Agreed:
/s/ D. James Bidzos
D. James Bidzos

Date: August 20, 2008

D. James Bidzos

August 14, 2008

Page 5

 

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