This excerpt taken from the VRSN 8-K filed Jan 14, 2009.
Term Sheet for Section 16 Officer Severance
In exchange for the Section 16 Officers signing VeriSigns general release agreement and provided that: (i) termination is not for Cause (as defined in Exhibit A) and occurs at any time on or before July 1, 2010; or (ii) employee resigns for Good Reason (as defined in Exhibit A) on or before July 1, 2010; or (iii) employee resigns as President and Chief Operating Officer and leaves the Company for any reason on July 1, 2010; then VeriSign, Inc. will offer the Section 16 Officer a severance package which will contain the following material terms:
1. Notice Period: Not more than 30 days prior to Termination Date
2. Severance Payment: $500,000 (12 months Annual Base Salary) to be paid in 2 installments: 2/3 to be paid within 30 days after the effective date of the separation agreement and 1/3 to be paid on the date of the last regularly-scheduled payroll date for the active senior executives of VeriSign that occurs on or before March 15 of the year following the Termination Date, subject to the Section 16 Officer having remained in compliance with the terms of the separation agreement; provided, however, that a 6 month delay in payment may be imposed if required to comply with IRC 409A deferred compensation rules.
3. Annual Bonus: An Annual Bonus for 2009 in the amount of $375,000, which is the Annual Bonus in full at the Target of 75%. If separation occurs in 2010, then the Annual Bonus for 2010 will also be paid pro rated as of the Termination Date and at Target. The Annual Bonus payment to be paid within 30 days of the effective date of the separation agreement.
4. COBRA: 12 months of COBRA premiums based on the Section 16 Officers current coverage levels paid in a lump-sum within 30 days of the effective date of the separation agreement.
5. Life Insurance: 12 months of life insurance premiums based on the Section 16 Officers current coverage levels paid in a lump-sum within 30 days of the effective date of the separation agreement.
6. Outplacement: 6 months access to executive outplacement will be provided to the Section 16 Officer at the Companys expense.
7. Option Acceleration: 25% acceleration of in-the-money unvested options as of the Section 16 Officers Termination Date. Of the unvested options, the 25% that will be subject to accelerated vesting will be those with the lowest exercise price. Except as may be modified by the separation agreement with the general release agreement and the amendment to options and RSUs attached thereto, the terms and conditions of the plans and agreements under which the Section 16 Officers stock options and RSUs, if any, were granted shall continue to control, including, for example, the limitations on the period within which the stock options may be exercised following the Section 16 Officers termination date.
8. RSU Acceleration: 25% acceleration of unvested restricted stock units.
9. Ongoing Confidentiality: The Section 16 Officer will be obligated to maintain the confidentiality of all VeriSign confidential information.
10. Nonsolicitation: The Section 16 Officer will not solicit any VeriSign employees for at least 12 months from the Termination Date.
11. Noncompete: To the extent permitted by applicable law, the Section 16 Officer will not compete with VeriSign for at least 12 months from the Termination Date.
12. Nondisparagement: The Section 16 Officer will not disparage VeriSign, its products, services, employees, officers or directors.
13. Press Release: VeriSign may in its sole discretion issue a press release that will communicate the Section 16 Officers departure from the company. The Section 16 Officer will not make any public statements about VeriSign, any of its subsidiaries or their respective officers, directors or employees, without the advance written approval of VeriSigns Chief Executive Officer.
14. Cooperation: If requested, the Section 16 Officer will reasonably cooperate with VeriSign on legal matters as may be necessary for VeriSign to defend itself in litigation, legal investigations or other legal matters. VeriSign will reimburse the Section 16 Officer for reasonable expenses he or she incurs in connection with any such legal cooperation.
15. Indemnification Agreement. The Indemnification Agreement between the Company and the Section 16 Officer (the Indemnity Agreement) will not be superseded or modified by the separation agreement implementing this severance plan. The Indemnity Agreement will remain in full force and effect in accordance with its specific terms and conditions.