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EXHIBIT
10.01
Grant No.
VERISIGN,
INC.
2006 EQUITY INCENTIVE
PLAN
DIRECTORS NONQUALIFIED
STOCK OPTION GRANT
This Stock Option Agreement
(this “ Agreement ”) is made and entered
into as of the Date of Grant set forth below (the “
Date of Grant ”) by and between VeriSign, Inc.,
a Delaware corporation (the “ Company ”),
and the Optionee named below (“ Optionee
”). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Company’s 2006 Equity
Incentive Plan (the “ Plan ”).
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Optionee:
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Optionee’s
Address:
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Total Option Shares:
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Exercise Price per Share:
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Date of Grant:
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Expiration Date:
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(unless
earlier terminated under Section 3 hereof) |
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1.
Grant of Option . The Company hereby grants to
Optionee a nonqualified stock option (this “
Option ”) to purchase up to the total number of
shares of Common Stock of the Company set forth above as Total
Option Shares (collectively, the “ Shares
”) at the Exercise Price Per Share set forth above (the
“ Exercise Price ”), subject to all of
the terms and conditions of this Agreement and the Plan.
2. Vesting; Expiration
Date .
2.1 Vesting of Option
. This Option shall be exercisable as it vests. Subject to the
terms and conditions of the Plan and this Agreement, this Option
shall vest and become exercisable as to portions of the Shares as
follows: (a) on the Date of Grant shown above, this Option
shall be exercisable as to Three Thousand One Hundred Twenty-Five
(3,125) of the Shares; and (b) provided that Optionee has
continuously been a member of the Board since the Date of Grant,
this Option shall become exercisable as to an additional 6.25% of
the Shares on each quarterly anniversary after the Date of Grant.
This Option shall cease to vest upon Optionee no longer being a
member of the Board.
VeriSign, Inc.
Directors Nonqualified Stock
Option Agreement
2006 Equity Incentive
Plan
2.2 Expiration . This
Option shall expire on the Expiration Date set forth above and must
be exercised, if at all, on or before the earlier of the Expiration
Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3 hereof.
3. Termination of
Option .
3.1
Termination for Any Reason Except Death,
Disability . If Optionee ceases to be a member of the Board for
any reason except Optionee’s death or Disability then this
Option, to the extent (and only to the extent) that it is vested in
accordance with the schedule set forth in Section 2.1 hereof
on the termination date, may be exercised by Optionee no later than
three (3) months after the termination date, but in any event
no later than the Expiration Date.
3.2
Termination Because of Death or Disability
. If Optionee ceases to be a member of the Board because of death
or Disability of Optionee (or the Optionee dies within three
(3) months after ceasing to be a member of the Board), then
this Option, to the extent that it is vested in accordance with the
schedule set forth in Section 2.1 hereof on the termination
date, may be exercised by Optionee (or Optionee’s legal
representative or authorized assignee) no later than twelve
(12) months after the termination date, but in any event no
later than the Expiration Date.
4.
Manner of Exercise .
4.1
Stock Option Exercise Agreement . To exercise
this Option, Optionee (or in the case of exercise after
Optionee’s death, Optionee’s executor, administrator,
heir or legatee, as the case may be) must deliver to the Company an
executed stock option exercise agreement in the form attached
hereto as Exhibit A , or in such other form as may be
approved by the Company from time to time (the “
Exercise Agreement ”), which shall set forth,
inter alia , Optionee’s election to exercise this
Option, the number of shares being purchased, any restrictions
imposed on the Shares and any representations, warranties and
agreements regarding Optionee’s investment intent and access
to information as may be required by the Company to comply with
applicable securities laws. If someone other than Optionee
exercises this Option, then such person must submit the Exercise
Agreement and documentation reasonably acceptable to the Company
that such person has the right to exercise this Option.
4.2
Limitations on Exercise . This Option may not be
exercised unless such exercise is in compliance with all applicable
federal and state securities laws, as they are in effect on the
date of exercise.
4.3 Payment . The
Exercise Agreement shall be accompanied by full payment of the
Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:
(a) by cancellation of
indebtedness of the Company to the Optionee;
2
VeriSign, Inc.
Directors Nonqualified Stock
Option Agreement
2006 Equity Incentive
Plan
(b) by surrender of shares of
the Company’s Common Stock that either: (1) have
been paid for within the meaning of SEC Rule 144 (and, if such
shares were purchased from the Company by use of a promissory note,
such note has been fully paid with respect to such shares); or
(2) were obtained by Optionee in the open public market; and
in either event are clear of all liens, claims, encumbrances or
security interests;
(c) by waiver of compensation
due or accrued to Optionee for services rendered to the
Company;
(d) provided that a public
market for the Company’s Common Stock exists:
(1) through a “same day sale” commitment from
Optionee and a broker-dealer that is a member of the National
Association of Securities Dealers (an “ NASD
Dealer ”) whereby Optionee irrevocably elects to
exercise this Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (2) through
a “margin” commitment from Optionee and an NASD Dealer
whereby Optionee irrevocably elects to e
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