October 31, 2006 Re: Severance & General Release Agreement (the “Agreement”) Dear Vernon:
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EXHIBIT 99.01 |
October 31, 2006
Re: Severance & General Release Agreement (the “Agreement”)
Dear Xxxxxx:
This Severance & General Release Agreement (the “Agreement”) will confirm that your employment with VeriSign, Inc. (“VeriSign”) will terminate effective October 31, 2006, unless terminated sooner in accordance with Section 3 of this Agreement (the “Termination Date”).
To accept this Agreement, you will need to sign below where indicated either on or after the Termination Date and then return the signed Agreement to me either on or before the Acceptance Expiration Date. The “Acceptance Expiration Date” means the date that is forty-five (45) days after the Termination Date. You have seven (7) days following your execution of this Agreement (the “Revocation Period”) to revoke your acceptance of it. This Agreement shall not be effective until the Revocation Period has expired, and, of course, the Agreement will not be effective if you revoke your acceptance of it during the Revocation Period. VeriSign shall have no obligations to you under this Agreement if you do not sign it and return it to VeriSign either on or before the Acceptance Expiration Date or if you revoke your acceptance of this Agreement during the Revocation Period.
In an effort to ensure an amicable and smooth separation, and in consideration for your acceptance of the terms and conditions of this Agreement, VeriSign is prepared to offer you the severance package described below.
1. Transition & Return of VeriSign Property.
You agree that from the date of this Agreement through the Termination Date you will cooperate in performing work-related tasks that may be requested of you by VeriSign and you acknowledge that, in its discretion, VeriSign may relieve you from performing all work related tasks before the Termination Date.
You agree to return to VeriSign either on the Termination Date or on any earlier date specified by VeriSign any and all property of VeriSign, including any files and any documents prepared for or by VeriSign, your computer, your ID badge and any other property or equipment issued to you by VeriSign. For the purpose of clarification, VeriSign will maintain its membership at the Silver Creek Valley Country Club (the “Club”) with you as the named member until December 31, 2006, subject to any regulations of the Club, and VeriSign will continue to reimburse you for the monthly dues to the Club through December 2006.
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2. Ongoing Confidentiality Obligations.
The Assignment of Invention, Nondisclosure and Nonsolicitation Agreement (the “NDA”) that you entered into with VeriSign on June 3, 2003 remains in full force and effect even after the termination of your employment with VeriSign. You agree to comply with your ongoing confidentiality obligations to VeriSign. You further agree that the terms and conditions of this Agreement constitute “Proprietary Information”, as defined in the NDA, until such Agreement is filed with the Securities & Exchange Commission and made publicly available by VeriSign and therefore you agree not to disclose any of the terms or conditions of this Agreement to anyone other than your immediate family members and tax and legal advisors, all of whom you will instruct to keep the terms and conditions of this Agreement confidential before disclosing any of the terms or conditions of this Agreement to them.
VeriSign will pay you the first installment of the Severance Payment, which shall be in the amount of Four Hundred Fifty-Seven Thousand Nine Hundred Fifty-Eight and 40/100 Dollars ($457,958.40), within twenty-one (21) days of the Agreement Effective Date, provided that you are then in full compliance with your obligations under this Agreement, including without limitation your obligations under Sections 6 and 7 below of this Agreement. The “Agreement Effective Date” means the date immediately following the last day of the Revocation Period, provided you have not revoked your acceptance of the Agreement before that date.
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VeriSign will pay you the second installment of the Severance Payment, which shall be in the amount of Two Hundred Twenty-Five Thousand Five Hundred Sixty-One and 60/100 Dollars ($225,561.60), on the one year anniversary of the Termination Date, provided that you are then in full compliance with your obligations under this Agreement, including without limitation your obligations under Sections 6 and 7 below of this Agreement.
4.3 COBRA and Life Insurance Premiums.
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4.6 Stock Option & RSU Acceleration.
Accordingly, you will receive acceleration of vesting of the following stock options:
Option Type |
Option Grant Number |
Date of Grant | Number of Options To Have Acceleration of Vesting | |||
NQ Stock Option |
21009181 | 8/1/2006 | 15,750 | |||
NQ Stock Option |
21000599 | 6/30/2003 | 7,031 |
As you know, VeriSign has imposed a stock option exercise suspension, which is currently in effect, in connection with the Board’s review of VeriSign’s stock option grants. The Board subsequently passed a resolution extending the post termination exercise period of options to the 30th day after the stock option exercise suspension is lifted. Pursuant to the Board’s resolution, you will have at least 30 days after VeriSign’s 10-Q for the second quarter is filed and the suspension is lifted to choose to exercise your options, unless such resolution is amended or repealed by the Board. If your post termination exercise period is greater than 30 days from the date the option exercise suspension is lifted your longer period will apply (e.g. If the option exercise suspension is lifted on November 15, 2006 and you would have had 90 days after your employment termination to exercise your options under the applicable stock option plan then per the applicable plan you will have the longer period to exercise your options rather than only 30 days).
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Type |
Grant Number | Date of Grant | Number of RSU’s To Have Acceleration of Vesting | |||
Restricted Stock Unit |
U1000014 | 8/2/2005 | 2,700 | |||
Restricted Stock Unit |
U1000073 | 8/1/2006 | 1,750 |
4.10 Except as expressly provided for above, you shall not be entitled to any other or further compensation, remuneration, reimbursement, payments, or bonuses, including, without limitation, stock options, stock, or other equity-based compensation, of or from VeriSign.
5.1 In keeping with our intent to allow for an amicable separation, and as part of our accord, and deeming this Agreement to be fair, reasonable, and equitable, and intending to be legally bound hereby, you agree to and hereby do, for yourself and for each of your heirs, executors, administrators and assigns, forever and irrevocably fully release and discharge VeriSign (including any subsidiary or affiliated entities, and all of their respective officers, directors, employees, agents, attorneys, representatives, shareholders, predecessors, successors, purchasers, assigns, and representatives) (collectively the “VeriSign Parties”) from any and all grievances, liens, suits, judgments, claims, demands, debts, defenses, actions or causes of action, obligations, damages, and liabilities whatsoever (collectively “Claims”) which you now have, have had, or may have, whether the same be known or unknown, at law, in equity, or mixed, in any way arising out of or relating in any way to any matter, act, occurrence, or transaction that occurred before or as of the Termination Date, including but not limited to your employment with VeriSign and your separation from VeriSign. This is a General Release. You expressly
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acknowledge that this includes, but is not limited to, your release of any tort and contract claims, arbitration claims, claims under any local, state or federal law, wage and hour law, wage collection law or labor relations law, and any claims of discrimination on the basis of age, race, sex, sexual orientation, religion, disability, national origin, ancestry, citizenship, retaliation or any other claim of employment discrimination or retaliation, and any claims under the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq.), the Age Discrimination In Employment Act (29 U.S.C. §§ 621 et seq.), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), and any other claim under any law prohibiting employment discrimination or relating to employment. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. This General Release does not release VeriSign from any Claims by you that may arise as a result of VeriSign’s failure to comply with its obligations under this Agreement.
You acknowledge that the consideration given for this waiver and release Agreement is in addition to anything of value to which you were already entitled and is not an employment benefit. You acknowledge that the amounts to be paid by VeriSign under this Agreement are adequate consideration for your execution of this Agreement and for any and all outstanding obligations that may be owed to you by VeriSign.
You represent that you are not aware of any possible claims by you other than the claims that you have waived and released by this Agreement. You expressly agree to waive any rights you may have to any claims, whether the facts or basis for any cause of action are known or unknown as of the Agreement Effective Date, and acknowledge such waiver under any common law principle or statute which may govern waivers of such claims. You hereby knowingly waive any and all rights you have or may have under Section 1542 of the California Civil Code. Section 1542 provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding Section 1542 of the Civil Code of California, you expressly consent that this Agreement shall be given full force and effect according to each and all of its expressed terms and provisions, including as well those relating to unknown claims, charges, demands, suits, actions, causes of action and debts, if any. You acknowledge that you understand the significance and consequence of this specific waiver of Section 1542. You understand that this Agreement is not an admission of liability under any statute or otherwise by VeriSign, and that VeriSign does not admit but denies any violation of your legal rights. You acknowledge that you are advised to consult with legal counsel, if you so desire.
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5.2 You represent that you have no lawsuits, claims, or actions pending in your name, or on behalf of any other person or entity, against VeriSign or any VeriSign Party. You also represent that you do not intend to bring any claims on your own behalf or on behalf of any other person or entity against VeriSign or any other VeriSign Party.
5.3 You agree that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against VeriSign and/or any VeriSign Party, unless under a subpoena or other court order to do so. You further agree both to immediately notify VeriSign upon receipt of any such court order, subpoena, or any legal discovery device and to furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery device to VeriSign. You agree to make yourself available upon reasonable notice from VeriSign or its attorneys to provide testimony through declarations, affidavits, depositions or at a hearing or trial, and to work with VeriSign in preparation for such event, and to cooperate with any other reasonable request by VeriSign in connection with the defense or prosecution of any lawsuit to which VeriSign is a party currently pending or filed after the Termination Date. If VeriSign so requests your cooperation in connection with any legal matter then VeriSign agrees to pay for any reasonable expenses (which may include, without limitation, airfare and lodging) that you incur in connection with assisting VeriSign, provided you notify VeriSign in advance of what your reasonable expenses will be and receive prior written approval from VeriSign for such expenses.
5.4 You agree to refrain from making any derogatory or disparaging remarks, statements or communications about VeriSign.
Notwithstanding the foregoing, for the purposes of this Agreement, the placement of general advertisements targeted to a particular geographic or technical area, but not targeted, directly or indirectly, towards employees of any VeriSign Company, will not be deemed to be a solicitation prohibited by this Section 6.1.
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(i) contact or solicit business from any customer (including any prospective customer) of any VeriSign Company for the purpose of attempting to sell, license or otherwise provide to such customer (or prospective customer) the same or similar products, services or technology as those that were being developed, sold, licensed or otherwise provided by VeriSign Communications Services as of the Termination Date; or
(ii) interfere or attempt to interfere with the relationship or prospective relationship of any VeriSign Company with any person or entity that is or is expected to become a customer of a VeriSign Company.
(i) directly or indirectly, alone or with others, engage in any Restricted Business (as defined below);
(ii) be or become a director, officer, stockholder, owner, co-owner, partner, member, trustee, promoter, founder, employee, agent, representative, distributor, reseller, sublicensor, investor, lender, consultant, contractor, advisor or manager of or to, or otherwise acquire or hold any interest in any person or entity that engages in a Restricted Business;
(iii) permit your name to be used in connection with a business that is a Restricted Business; or
(iv) directly or indirectly, alone or with others, interfere with any business of a VeriSign Company;
provided, however, that nothing in this Section 7 will prevent you from (A) owning a passive investment of less than one percent (1%) of the outstanding shares of the capital stock of a publicly-held corporation if you are not otherwise associated, directly or indirectly, with such corporation or any affiliate company of such corporation; (B) owning as a passive investment less than one percent (1%) of the equity interests in any venture capital fund in which you are solely a passive investor and are not a principal, partner, advisor or other service provider for such venture capital fund; or (C) serving as an employee or consultant to any VeriSign Company.
For the purposes of this Agreement, “Restricted Business” means developing, providing, selling, marketing or distributing any products, services or technology that compete with or are the same or similar to any products, services or technology that were being developed, offered, provided, sold, marketed, or distributed by VeriSign Communications Services during your employment with VeriSign.
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Your signature below will indicate that you are entering into this Agreement freely and with a full understanding of its terms.
Yours very truly, |
/s/ Xxxxxxxx X. Xxxxxxx |
Xxxxxxxx X. Xxxxxxx |
Chief Executive Officer |
I, XXXXXX XXXXX, HAVE READ AND UNDERSTAND THIS GENERAL RELEASE, AND I ENTER INTO IT VOLUNTARILY, WITH FULL KNOWLEDGE OF ITS EFFECT.
/s/ Xxxxxx X. Xxxxx |
October 31, 2006 | |||
Signature | Date |
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