This excerpt taken from the VRSN 10-K filed Mar 13, 2006.
GENERAL TERMS:
Trade Date:
As specified in Schedule I
Buyer:
Issuer
Seller:
MSCO
Shares:
Common Stock of Issuer (Ticker: VRSN)
Reference Number CCEGK5-1/
Account Number: 3315851
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Number of Shares:
The number of Shares delivered in accordance with Physical Settlement below
Forward Price:
A price per Share (as determined by the Calculation Agent equal to (i) the sum of the 10b-18 VWAP for each Trading Day during the Calculation
Period divided by (ii) the number of Trading Days in the Calculation Period minus (iii) the Discount Percentage (as specified in Schedule I) multiplied by the Initial Hedge Period Reference Price; provided, however, that in
no case shall the Forward Price be greater than the Maximum Forward Price (as specified in Schedule I).
10b-18 VWAP:
For each Trading Day during the Calculation Period, a price per share (as determined by the Calculation Agent) equal to the volume-weighted
average price of the Rule 10b-18 eligible trades in the Shares for the entirety of such Trading Day as determined by reference to the screen entitled “VRSN.Q EQUITY AQR SEC” as reported by Bloomberg L.P. (without regard to pre-open or
after hours trading outside of any regular trading session for such Trading Day)
Calculation Period:
The period from and including the first Trading Day that occurs after the Initial Hedge Completion Date to and including the Valuation Date.
Trading Day:
Any Exchange Business Day that is not a Disrupted Day
Initial Hedge Period:
The period from and including the Trade Date to and including the Initial Hedge Completion Date
Initial Hedge Completion Date:
The date on which MSCO completes its initial hedge, as determined by MSCO in its sole discretion
Initial Hedge Period Reference Price:
A price per share (as determined by the Calculation Agent) equal to the average price at which MSCO purchases the Shares constituting its initial
hedge
Initial Shares:
The Prepayment Amount divided by the Initial Hedge Period Reference Price
Initial Share Delivery Date:
One Exchange Business Day after the Initial Hedge Completion Date. On the Initial Share Delivery Date, Seller shall deliver a number of shares
equal to the Initial Shares to Buyer in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.
Prepayment:
Applicable
Prepayment Amount:
As specified in Schedule I
Prepayment Date:
One Exchange Business Day after the Initial Hedge Completion Date
Reference Number CCEGK5-1/
Account Number: 3315851
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Exchange:
The NASDAQ National Market
Related Exchange:
The primary exchange on which options or futures on the relevant Shares are traded.
Market Disruption Event:
The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words
“at any time on any Scheduled Trading Day during the Calculation Period or” after the word “material,” in the third line thereof.
Notwithstanding anything to the contrary in the Equity Definitions, if any Scheduled Trading Day in the Calculation Period is a Disrupted Day, the
Calculation Agent shall have the option in its sole discretion either (i) to determine the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Disrupted Day using its commercially reasonable judgment for purposes of
calculating the Forward Price, as applicable, (ii) to elect to extend the Calculation Period by a number of Scheduled Trading Days equal to the number of Disrupted Days during the Calculation Period or (iii) to suspend the Calculation
Period, as appropriate, until the circumstances giving rise to such suspension have ceased.
