VRSN » Topics » 10. RESTRICTED STOCK UNITS.

This excerpt taken from the VRSN 10-K filed Mar 3, 2009.

Restricted Stock Units

 

The following table summarizes unvested restricted stock units activity:

 

     Year Ended December 31,
     2008    2007    2006
     Shares     Weighted-
Average
Grant-Date
Fair Value
   Shares     Weighted-
Average
Grant-Date
Fair Value
   Shares     Weighted-
Average
Grant-Date
Fair Value

Unvested at beginning of period

   4,816,865     $ 27.32    2,107,327     $ 20.01    322,433     $ 27.97

Granted

   1,697,589       31.86    4,262,277       29.23    1,958,052       18.98

Released

   (1,316,426 )     28.13    (548,510 )     22.00    (49,811 )     29.27

Forfeited

   (1,519,238 )     27.25    (1,004,229 )     22.98    (123,347 )     20.80
                          
   3,678,790     $ 29.18    4,816,865     $ 27.32    2,107,327     $ 20.01
                          

 

As of December 31, 2008, the aggregate intrinsic value of unvested restricted stock units was $70.2 million. In 2007, the Compensation Committee approved “market condition” restricted stock units which are eligible to vest upon meeting certain stock-price appreciation and service conditions. As of December 31, 2008, a total of 161,637 “market condition” restricted stock units are unvested. The Company recognized approximately $0.7 million of stock-based compensation expense for the market-condition awards in 2008. In addition, the Company required that certain restricted stock units issued to certain international employees must be settled in cash. As a result, the Company made a cash payment of $0.1 million for share-based liabilities in 2008.

 

 

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Table of Contents

VERISIGN, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

DECEMBER 31, 2008, 2007 AND 2006

 

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

10. RESTRICTED STOCK UNITS.

10.1 Awards of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible person covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock) for services to be rendered or for past services already rendered to the Company or any Parent or Subsidiary. All RSUs shall be made pursuant to a RSU Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan.

10.2 Terms of RSUs. The Committee will determine the terms of a RSU including, without limitation: (a) the number of Shares deemed subject to the RSU; (b) the time or times during which the RSU may be exercised; (c) the consideration to be distributed on settlement, and the treatment of each RSU in the event of the Participant’s Termination. A RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s

 

6


individual RSU Agreement. If the RSU is being earned upon satisfaction of performance goals, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Prior to settlement of any RSU earned upon the satisfaction of performance goals pursuant to a RSU Agreement, the Committee shall determine the extent to which such SAR has been earned. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the RSUs to take into account changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.

10.3 Form and Timing of Settlement. The portion of a RSU being settled shall be paid currently. To the extent permissible under law, the Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.

This excerpt taken from the VRSN 10-K filed Feb 29, 2008.

Restricted Stock Units

 

The following table summarizes unvested restricted stock award activity:

 

     Year Ended December 31,
     2007    2006    2005
     Shares     Weighted-
Average
Grant-Date

Fair Value
   Shares     Weighted-
Average
Grant-Date
Fair Value
   Shares     Weighted-
Average
Grant-Date
Fair Value

Unvested at beginning of period

   2,107,327     $ 20.01    322,433     $ 27.97    275,000     $ 22.20

Granted

   4,262,277       29.23    1,958,052       18.98    222,683       25.26

Released

   (548,510 )     22.00    (49,811 )     29.27    (166,250 )     14.88

Forfeited

   (1,004,229 )     22.98    (123,347 )     20.80    (9,000 )     26.40
                          
   4,816,865     $ 27.32    2,107,327     $ 20.01    322,433     $ 27.97
                          

 

As of December 31, 2007, the aggregate intrinsic value of unvested restricted stock units was $181.2 million and the weighted-average remaining contractual life was 1.99 years. During 2007, the Compensation Committee approved total grants of 640,406 market-based restricted stock units that would vest upon meeting certain stock-price appreciation and service conditions. The Company recorded $1.4 million of stock-based compensation for the market-based stock awards in 2007.

 

This excerpt taken from the VRSN 10-Q filed Jul 12, 2007.

10. RESTRICTED STOCK UNITS.

10.1 Awards of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible person covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock) for services to be rendered or for past services already rendered to the Company or any Parent or Subsidiary. All RSUs shall be made pursuant to a RSU Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan.

10.2 Terms of RSUs. The Committee will determine the terms of a RSU including, without limitation: (a) the number of Shares deemed subject to the RSU; (b) the time or times during which the RSU may be exercised; (c) the consideration to be distributed on settlement, and the treatment of each RSU in the event of the Participant’s Termination. A RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s individual RSU Agreement. If the RSU is being earned upon satisfaction of performance goals, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Prior to settlement of any RSU earned upon the satisfaction of performance goals pursuant to a RSU Agreement, the Committee shall determine the extent to which such SAR has been earned. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the RSUs to take into account changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.

10.3 Form and Timing of Settlement. The portion of a RSU being settled shall be paid currently. To the extent permissible under law, the Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.

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