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Quotes & Info
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| VRSN > SEC Filings for VRSN > Form 8-K on 14-Jan-2009 | All Recent SEC Filings |
14-Jan-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
(b) On January 9, 2009, D. James Bidzos informed the Board of Directors (the "Board") of VeriSign, Inc. (the "Company") that he will resign from his position as President on an interim basis on January 14, 2009, which is the date that Mark D. McLaughlin commences employment at the Company as President and Chief Operating Officer. Mr. Bidzos, who was appointed on June 30, 2008 as Executive Chairman, President and Chief Executive Officer, on an interim basis, will continue to serve as Executive Chairman and Chief Executive Officer on an interim basis.
(c) On January 9, 2009, the Board appointed Mark D. McLaughlin as the Company's President and Chief Operating Officer. Mr. McLaughlin, 43, has been providing consulting services to the Company since November 1, 2008. From January 2007 through November 2007, he served as the Company's Executive Vice President, Products and Marketing. From May 2006 to January 2007, he served as Executive Vice President and General Manager, Information Services. From December 2004 to May 2006, he served as Senior Vice President and General Manager, Information Services. From November 2003 through December 2004, Mr. McLaughlin was Senior Vice President and Deputy General Manager of Information Services. From 2002 to 2003, he served as Vice President, Corporate Business Development and from 2000 to 2001 he was Vice President, General Manager of VeriSign Payment Services. Prior to joining the Company, Mr. McLaughlin was the Vice President, Business Development of Signio, an Internet payment company acquired by the Company in February 2000.
The Compensation Committee of the Company approved the following compensation
package for Mr. McLaughlin in his capacity as the Company's President and Chief
Operating Officer: (a) a cash salary of $500,000 per annum, (b) eligibility for
an annual bonus of 75% of his base salary; (c) a grant of stock options to
purchase 152,000 shares of Common Stock of the Company, with 25% of such options
becoming exercisable one year from the date of grant and 6.25% of the total
options becoming exercisable each quarter thereafter until all options are fully
vested, subject to Mr. McLaughlin continuing to be employed by the Company; and
(d) a grant of 61,000 restricted stock units, which will vest annually over a
four-year period from the date of the grant, subject to Mr. McLaughlin
continuing to be employed by the Company. The stock options and restricted stock
units were granted pursuant to the Company's 2006 Equity Incentive Plan and have
a grant date of January 14, 2009.
Mr. McLaughlin will be eligible to receive severance of (a) 12 months annual
base salary; (b) annual bonus at target, prorated to the date of separation;
(c) health and life insurance benefits for 12 months; (d) access to outplacement
services for six months; (e) acceleration of 25% of any in-the-money unvested
stock options; and (f) acceleration of 25% of any unvested restricted stock
units if (i) the Company terminates his employment without "cause" (as such term
is defined in the Company's Change-in-Control and Retention Agreement for
VeriSign Section 16 Executive Officers (the "CIC Agreement")) at any time on or
before July 1, 2010; or (ii) if Mr. McLaughlin resigns for "good reason" (as
such term is defined in the CIC Agreement) on or before July 1, 2010; or
(iii) Mr. McLaughlin resigns as President and Chief Operating Officer and leaves
the Company for any reason on July 1, 2010. In return for such severance,
Mr. McLaughlin will be subject to certain confidentiality, non-solicitation,
non-compete and non-disparagement agreements and will reasonably cooperate on
legal matters to which the Company is a party. Mr. McLaughlin also is eligible
to enter into the CIC Agreement that was previously approved by the Compensation
Committee of the Company in August 2007. The form of CIC Agreement was filed on
Current Report on Form 8-K on August 30, 2007 and incorporated by reference as
Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2007.
Mr. McLaughlin has been providing consulting services to the Company since
November 1, 2008 and received cash payments of $60,000 per month.
Mr. McLaughlin's consulting arrangements with the Company terminated effective
January 13, 2009.
A copy of the press release announcing the changes to the management team is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
Exhibit
Number Description
10.01 Offer Letter from VeriSign, Inc. to Mark D. McLaughlin dated
January 9, 2009.
99.1 Press Release by VeriSign, Inc. dated January 14, 2009, announcing
changes to the management team.
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