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E XHIBIT
99.1
No.
VERISIGN,
INC.
2006 EQUITY INCENTIVE
PLAN
PERFORMANCE BASED
RESTRICTED STOCK UNIT AGREEMENT
The Board of Directors of VeriSign, Inc.
has approved a grant to you (the “ Participant
” named below) of Restricted Stock Units (“
RSUs ”) pursuant to the VeriSign, Inc. 2006
Equity Incentive Plan (the “ Plan ”), as
set forth in this RSU Agreement (“ Agreement
”). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Plan.
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| Participant: |
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| Number of RSUs: |
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| Date of Grant: |
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| Expiration Date: |
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The date on which all RSUs granted hereunder have been
either forfeited or settled. |
1. Vesting Schedules . The
RSUs will vest as determined under the following schedules. Except
as provided below, the RSUs shall be forfeited upon
Participant’s Termination Date.
(a) Performance-Based
Vesting – One hundred percent (100%) of the RSUs
shall vest on the third anniversary of the Date of Grant if all of
the following criteria have been satisfied:
(i) Participant’s Termination Date has not occurred
prior to such third anniversary; and (ii) the Stock Price
Target (defined below) has been attained at any time during the
thirty-six (36) month period beginning on the Date of Grant;
and (iii) if required to be deductible under
Section 162(m) of the Code, certification of achievement of
the Stock Price Target by the Committee. The Stock Price Target
will be deemed to have been attained if during any sixty
(60) consecutive trading days prior to the third anniversary
of the Date of Grant the average closing price of the
Company’s common stock equals or exceeds the Stock Price
Target, as reported by the Nasdaq Global Select Market.
(b) Time-Based Vesting
– If on the third anniversary of the Date of Grant the
conditions for Performance-Based Vesting have not been satisfied,
then fifty percent (50%) of the RSUs shall vest on the fourth
anniversary of the Date of Grant if Participant’s Termination
Date has not occurred prior to such fourth anniversary. The
remaining fifty percent (50%) shall be forfeited on the third
anniversary of the Date of Grant.
(c) Vesting if Termination
is due to Death or Disability – If Participant’s
Termination Date occurs prior to the third anniversary of the Date
of Grant by reason of
Participant’s death or
“disability” (as defined in regulations promulgated
under Section 409A of the Code), then: (i) if the Stock
Price Target has been attained as of such Termination Date, a pro
rata portion of the RSUs (calculated by multiplying the number of
RSUs by a fraction, the numerator of which is the number of days
from the Date of Grant to the Termination Date and the denominator
of which is 1095), shall vest on such Termination Date; or
(ii) if the Stock Price Target is attained after such
Termination Date, but no later than the third anniversary of the
Date of Grant above, then the pro rata portion of the RSUs
(calculated consistent with subsection (i) above) shall vest
on the date the Stock Price Target is attained.
(d) Vesting For
Non-Section 16 Officers Following a Change-in-Control
– If at the time of a Change-in-Control Participant is
not an officer of the Company who is subject to Section 16 of
the Exchange Act (a “ Section 16 Officer
”), and if this Agreement is not assumed by the Successor on
terms and conditions identical to that of the original award, with
the exception of the Stock Price Target, which will cease to apply,
then one hundred percent (100%) (fifty percent (50%) if
the Change-in-Control occurs after the third anniversary of the
Date of Grant) of the RSUs shall vest immediately prior to
consummation of the Change-in-Control.
If at the time of a
Change-in-Control Participant is not a Section 16 Officer,
then if this Agreement is assumed by the Successor on terms and
conditions identical to that of the original award, with the
exception of the Stock Price Target which shall cease to apply,
then one hundred percent (100%) (fifty percent (50%) if
the Change-in-Control occurs after the third anniversary of the
Date of Grant) of the RSUs shall vest on the earlier to occur of
(A) Participant’s Termination Date if
Participant’s Termination Date falls within the twenty-four
(24) months following the Change-in-Control and is due to an
Involuntary Termination, or (B) the third anniversary of the
Date of Grant (fourth anniversary of the Date of Grant if the
Change-in-Control occurs after the third anniversary of the Date of
Grant), provided that the Participant is still an employee of the
Company on such anniversary date.
(e) [SECTION 16 OFFICERS
ONLY] Pro Rata Vesting if Termination is due to an Involuntary
Termination of a Section 16 Officer – If on the Date
of Grant, Participant is a Section 16 Officer, then if
Participant’s Termination Date occurs prior to the third
anniversary of the Date of Grant and is due to an Involuntary
Termination or a resignation for Good Reason, then: (i) if the
Stock Price Target has been met as of such Termination Date, a pro
rata portion of the RSUs (calculated by multiplying the number of
RSUs by a fraction, the numerator of which is the number of days
from the Date of Grant to the Termination Date and the denominator
of which is 1095) shall vest on such Termination Date; or
(ii) if the Stock Price Target is met after such Termination
Date, but no later than the third anniversary of the Date of Grant
above, then the pro rata portion of the RSUs (calculated consistent
with subsection (i) above) shall vest on the date the Stock
Price Target is met. One hundred percent (100%) of the RSUs
will be forfeited if the Stock Price Target is not met by the third
anniversary of the Date of Grant. ]
2. Definitions
.
(a) “
Change-in-Control ” means:
(i) any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities of the Company under an employee benefit plan of
the Company or its subsidiaries, becomes the “beneficial
owner” (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly (excluding, for purposes
hereof, securities acquired directly from the Company), of
securities of the Company representing at least thirty percent
(30%) of (A) the then-outstanding shares of common stock
of the Company or (B) the combined voting power of the
Company’s then-outstanding securities;
(ii) the consummation
of a merger or consolidation, or series of related transactions,
which results in the voting securities of the Company outstanding
immediately prior thereto failing to continue to represent (either
by remaining outstanding or by being converted into voting
securities of the surviving entity), directly or indirectly, at
least fifty (50%) percent of the combined voting power of the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation;
(iii) a change in the
composition of the Board occurring within a twenty-four
(24) month period, as a result of which fewer than a majority
of the members of the Board are Incumbent Directors;
(iv) the sale or
disposition of all or substantially all of the Company’s
assets (or consummation of any transaction, or series of related
transactions, having similar effect); or
(v) stockholder
approval of the dissolution or liquidation of the
Company.
(b) “
Company ” means VeriSign, Inc. or any
Successor.
(c) “
Cause ” for purposes of this Agreement shall
not have the definition provided in the Plan, but shall instead
mean Participant’s: (i) willful and continued failure to
substantially perform duties after written notice providing
Participant ninety (90) days from the date of
Participant’s receipt of such notice in which to cure;
(ii) conviction of (or plea of guilty or no contest to) a
felony involving mo
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