This excerpt taken from the VRSN 10-K filed Mar 16, 2005.
NON COMPETITION
12.1
Akazien GmbH, Alexander Samwer and the SAMWER BROTHERS hereby undertake that during a period of two (2) years after the CLOSING DATE and with respect to COMPETITIVE ACTIVITIES in
the countries where the COMPANY or its SUBSIDIARIES are operating, they shall not themselves engage in such COMPETITIVE ACTIVITIES. The term competitive activity shall mean, whether directly or indirectly (including, for the avoidance of doubt, as a
shareholder, partner or holder of other ownership interest), activities in the area of content production or distribution via mobile phones as well as in the area of mobile phone billing and factoring methods (the “COMPETITIVE
ACTIVITIES”). Akazien GmbH, Alexander Samwer and the SAMWER BROTHERS shall also be liable that none of its affiliates within the meaning of Section 15 et seq. of the German Stock Corporation Act or near relatives (Angehörige)
within the meaning of Section 15 German Fiscal Code (AO) engage in any COMPETITIVE ACTIVITY. The foregoing non-compete
covenant shall, however, not restrict Akazien GmbH, Alexander Samwer and the SAMWER BROTHERS or any of its affiliates within the meaning of Section 15 et seq. of the German Stock
Corporation Act (a) from carrying on their businesses as currently conducted and (b) from owning an interest of 1% or less in any publicly traded entity that competes with the COMPANY.
12.2
The SELLERS hereby undertake that during a period of two years from the SIGNING DATE and with respect to EMPLOYEES of the COMPANY or its SUBSIDIARIES they shall not, whether
directly or indirectly, solicit (abwerben) any such EMPLOYEE. In addition, the SELLERS hereby undertake that during a period of two years from the SIGNING DATE and with respect to EMPLOYEES of the COMPANY or its SUBSIDIARIES they shall not
hire any such EMPLOYEE.
12.3
For each violation of the non competition clause under Section 12.1 a violating party shall be obligated to pay an amount of EUR 500,000 to the PURCHASER. For each violation of
Section 12.2 a violating party shall be obligated to pay an amount of EUR 25,000 to the PURCHASER. A violation does not require any fault, whether negligent or intentional, by the individual party. Each week of a violation of Section 12.1 or 12.2
shall be deemed as a separate violation within the meaning of sentences 1 and 2. The right of the PURCHASER for damages or injunctive relief shall remain unaffected. Contractual penalties paid according to Section 12.3 sentence 1 and 2 shall be
credited towards a claim for damages.
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