EXHIBIT 10.02
SETTLEMENT AGREEMENT AND
GENERAL RELEASE
This Settlement Agreement and
General Release (the “Agreement”) is by and between
VeriSign, Inc., a Delaware corporation, for itself and for all of
its owners, partners, affiliated and related organizations
(including but not limited to VeriSign Japan, KK), employees,
agents, representatives and assigns, and each of them (collectively
“VeriSign” or the “Company”) on the one
hand, and William A. Roper, Jr., for himself, and his agents,
representatives, heirs and assigns (“Roper”), on the
other hand.
RECITALS
A. The purpose of this Agreement is
to settle and compromise, fully and completely, all disputes,
claims and controversies of any type or nature that Roper may have
or may believe he has, against VeriSign, without limitation of any
kind, and including all claims arising out of Roper’s
employment with, and separation of Roper’s employment from
VeriSign, without admission of liability, or of any act, claim or
defense.
B. Roper acknowledges that he is
entering into this Agreement after consulting with counsel. This
settlement shall not be construed as an admission of liability by
any party for any purpose.
C. This Agreement, once signed by
Roper, is subject to approval by the Board of Directors of
VeriSign, Inc.
NOW THEREFORE, in consideration of
the covenants and promises contained in this Agreement and other
good and valuable consideration, it is hereby agreed among the
parties as follows:
AGREEMENT
1. Denial of Liability
. Roper acknowledges that VeriSign denies any liability to him in
connection with Roper’s employment and separation from
employment with VeriSign. Roper expressly recognizes that this
Agreement shall not in any way be construed as an admission by
VeriSign of any unlawful or wrongful acts whatsoever against Roper
or any other person or entity. VeriSign expressly denies any
violation of any policy or procedure, or of any state or federal
law or regulation. VeriSign also specifically denies any liability
to or wrongful acts against Roper, or any other person, on the part
of itself, or any officers, members, employees or agents of
VeriSign. This Agreement shall not be admissible in any proceeding
as evidence of or any admission by VeriSign of any violation of any
law or regulation or wrongful act. This Agreement may, however, be
introduced in any proceeding to enforce this Agreement.
2. Warranties
.
(a) Roper specifically represents
that he has no pending complaints or charges against VeriSign with
any state or federal court or any local, state or federal agency,
division or department, based on any events occurring prior to the
date of execution of this Agreement.
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(b) Roper further represents that he
will not in the future file, instigate, encourage or support the
filing or prosecution of any lawsuit by any party in any state or
federal court or any proceeding before any local, state or federal
agency, department or division, claiming that VeriSign has engaged
in any tortious conduct or violated any local, state or federal
laws, statutes, ordinances or regulations, including but not
limited to: fraud; breach of contract (including any contractual
agreement for indemnification, rights upon change in control, or
stock options); breach of the implied covenant of good faith and
fair dealing; inducement of breach; wrongful or unlawful failure to
hire, discharge or demotion; violation of public policy; invasion
of privacy; intentional or negligent infliction of emotional
distress; retaliation, intentional or negligent misrepresentation;
conspiracy; failure to pay wages, benefits, vacation pay, severance
pay, or other compensation of any sort; defamation; unlawful effort
to prevent employment; discrimination or harassment on the basis of
race, color, sex, gender identity, sexual orientation, national
origin, ancestry, religion, disability, handicap, medical
condition, genetic characteristic, marital status, age or any other
protected class; any claim under Title VII of the Civil Rights Act
of 1964, (“Title VII), the Family Medical Leave Act
(“FMLA”), the California Family Rights Act
(“CFRA”), the Fair Employment & Housing Act
(“FEHA”), the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the Occupational
Safety and Health Act (“OSHA” or
“Cal-OSHA”) or any other health and/or safety laws,
statutes or regulations; violation of the Employment Retirement
Income Security Act of 1974 (“ERISA”), the Internal
Revenue Code (the “IRC”), California Business and
Professions Code sections 17200, et seq. , or the California
Labor Code or, any other wrongful conduct, based upon events
occurring prior to the date of the execution of this
Agreement.
3. Settlement Proceeds
. In full and complete consideration for Roper’s promises and
undertakings set forth in this Agreement, and upon receipt by
Richard H. Goshorn, Senior Vice President, General Counsel and
Secretary to the Board of VeriSign, of Roper’s fully and
originally executed Settlement Agreement and General Release,
Roper’s originally executed resignation of employment, and
Roper’s originally executed resignation from the Boards of
Directors, VeriSign will provide Roper with severance benefits
(“Severance Benefits”) as follows:
a. Sign-On Stock
Option . In connection with the commencement of the
Roper’s employment, the Compensation Committee of
VeriSign’s Board of Directors (the “Board”)
granted to him a non-qualified stock option to acquire 158,227
shares of the Company’s common stock (the “Sign-On
Option”). The Sign-On Option was granted on
August 7, 2007 at an exercise price of $29.63 per share and
vests in equal installments on each quarterly anniversary of the
date of grant of the Sign-On Option over the three years from the
date of grant; provided that Roper is continuously employed by
VeriSign at all times during the relevant
quarter. Notwithstanding the foregoing, the vesting and
exercisability of the then-unvested shares of the Sign-On Option
shall accelerate in full. Other than as specifically set forth
in this Agreement, the Sign-On Option and the issuance of the
underlying Company common stock will be subject to the terms and
conditions of the VeriSign, Inc. 2006 Equity Incentive Plan (the
“VeriSign 2006 Plan”) and the Sign-On Option Agreement
executed by Roper and VeriSign.
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b. Sign-On Restricted Stock
Unit (RSU) Award . In connection with the commencement
of Roper’s employment, the Compensation Committee of the
Board granted to him restricted stock units to acquire 110,375
shares of the Company’s common stock (the “Sign-On RSU
Award”). The Sign-On RSU Award was granted on
August 7, 2007 and vests in equal installments on each
quarterly anniversary of the date of grant of the Sign-On RSU Award
over the three years from the date of grant; provided that Roper is
continuously employed by VeriSign at all times during the relevant
quarter. Notwithstanding the foregoing, the vesting of the
then-unvested shares of the Sign-On RSU Award shall accelerate in
full. Other than as specifically set forth in this Agreement,
the Sign-On RSU Award and the issuance of the underlying VeriSign
common stock will be subject to the terms and conditions of the
VeriSign 2006 Plan and the Sign-On RSU Award Agreement executed by
Roper and VeriSign. VeriSign shall distribute the shares
underlying the Sign-On RSU Award (less applicable deductions and
withholdings) to Roper between one (1) and thirty
(30) days following the date on which such Sign-On RSU Award
vests.
c. Other Equity
Awards . Any and all other equity awards granted to
Roper by the Compensation Committee of the Board, other than those
discussed in the stand along agreement for waiver and release of
Roper’s right to bring claims for age discrimination under
the Age Discrimination in Employment Act (“ADEA”) or
the Older Worker’s Benefit Protection Act
(“OWBPA”), will vest, be forfeited and expire in
accordance with the terms and conditions of the VeriSign 2006 Plan
(or other equity plan of VeriSign pursuant to which they were
granted) and the applicable award agreements executed by Roper and
VeriSign.
d. Withholding Taxes;
Section 409A . All payments made under this Agreement
shall be subject to reduction to reflect all federal, state, local
and other taxes required to be withheld by applicable law.
Notwithstanding any provision to the contrary, to the extent
(i) any payments to which Roper becomes entitled under this
Agreement, or any agreement or plan referenced herein, in
connection with his termination of employment with VeriSign
constitute deferred compensation subject to Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”), and (ii) Roper is deemed at the time of
such termination of employment to be a “specified”
employee under Section 409A of the Code, then such payment
shall not be made or commence until the earliest of:
(i) the expiration of the six (6)-month period measured from
the date of his “separation from service” (as such term
is at the time defined in Treasury Regulations under
Section 409A of the Code) with the Company; or (ii) the
date of his death following such separation from service; provided,
however, that such deferral shall only be effected to the extent
required to avoid adverse tax treatment to Roper, including
(without limitation) the additional twenty percent (20%) tax
for which he would otherwise be liable under
Section 409A(a)(1)(B) of the Code in the absence of such
deferral. Upon the expiration of the applicable deferral period,
any payments which would have otherwise been made during that
period (whether in a single sum or in installments) in the absence
of this paragraph shall be paid to Roper or his beneficiary in one
lump sum.
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4. Release of Known and
Unknown Claims .
(a) It is understood and agreed by
the parties to this Agreement that in consideration of the mutual
promises and covenants contained in this Agreement, and after
consultation with counsel, Roper irrevocably and unconditionally
releases and forever discharges VeriSign from (i) any and all
causes of action, claims, actions, rights, judgments, obligations,
damages, demands, accountings or liabilities of whatever kind or
character, which Roper may have against VeriSign, by reason of or
arising out of, touching upon or concerning Roper’ employment
or separation of his employment with VeriSign, (ii) any
statutory claims, and (iii) any and all other matters of
whatever kind,
