Separation Agreement - VeriSign Inc. and James Rutt
Mr. James Rutt
[Address]
Dear Jim:
This agreement ("Agreement"), effective February 23, 2001 ("Effective
Date") addresses issues associated with your termination of employment
("Termination") from VeriSign, Inc. ("Company") effective April 1, 2001 (your
"Termination Date"). Reference is made to your letter agreement with Network
Solutions, Inc. ("NSI") dated May 18, 1999 ("Letter Agreement"). In recognition
of the bonus payment due under the Letter Agreement, and in compromise of the
equity acceleration provisions of the Letter Agreement, the separation agreement
("Separation Agreement"), the option agreements and the restricted stock unit
agreement ("Stock Agreements") attached hereto (collectively the "Letter
Agreement", "Separation Agreement" and "Stock Agreements" will be referred to as
the "Prior Agreements"), the terms of this Agreement shall apply and this
Agreement shall supercede such terms of the Prior Agreements which are
inconsistent with this Agreement. This Agreement shall also supersede the terms
of any other agreement, written or oral, which is inconsistent with the terms of
this Agreement.
Reduced Commitment Period.
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Your last day of full time employment shall be the Effective Date. From
the Effective Date until the Termination Date, the Company will continue your
employment at the rate of 50% of your salary in effect immediately before the
Effective Date ("Reduced Commitment Period"). During the Reduced Commitment
Period you agree to assist in the locating, evaluating and recruiting of your
successor, to cooperate with the Company in orderly transition regarding your
termination and to execute certain other "special projects" that I may assign to
you. You acknowledge that during the transition period you will be treated as a
Section 16 insider for purposes of the insider trading restrictions pursuant to
Section 16(a) and (b) of the Securities Exchange Act of 1934. During the
Reduced Commitment Period you will continue to participate in any benefits in
which you are participating as of the Effective Date.
Payments/Acceleration Attributable to Termination.
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On the Effective Date, you shall be paid the amount of three hundred fifty
thousand dollars ($350,000) as full payment for the 2000 bonus you earned on
account of services rendered to the Company. This amount shall be paid one lump
sum payment, minus applicable tax withholding.
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Mr. James Rutt
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In addition, in consideration of your agreement to be bound by the Non-
competition and Non-solicitation provisions of this Agreement, as of the
Effective Date, the vesting of your May, 1999 and your June, 1999 NSI options
and stock units shall be accelerated so that as of the Effective Date, 51.25% of
the total of the NSI options and 51.25% of the stock units granted under the
Stock Agreements will be vested. Also, if you are not terminated by the Company
for Cause (as defined in the Letter Agreement) prior to the Termination Date, in
consideration of your agreement to be bound by the Non-competition and Non-
solicitation provisions of this Agreement, the vesting of such grants will be so
that as of the Termination Date you will be vested in 72.5% of the total of such
stock options and 72.5% of the total of such stock units. You will not be
entitled to any subsequent increase in your vesting for any reason and all
unvested stock options and stock units will be forfeited.
Extended Option Exercise Period.
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Notwithstanding any provision in any Company or NSI option agreement to the
contrary, you may continue to exercise any Company or NSI option for a period of
six (6) months following the Termination Date.
Exclusivity of Payments and Acceleration
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The bonus payment and acceleration referred to above shall be the only
post-employment payments and acceleration of equity compensation to which
Employee is entitled notwithstanding the terms of any agreement, oral or written
to the contrary. You acknowledge that by entering into this Agreement, you
forego any rights or benefits associated with any claim under the Letter
Agreement, Separation Agreement or other agreement, written or oral that your
employment with the Company has been terminated by the Company without Cause or
by you for Good Reason. Accordingly, you acknowledge that among other things,
you will not be paid the "Cash Severance" referred to in Section 2 of the
Separation Agreement, you will not be entitled to the acceleration of the NSI
stock Units in accordance with the Letter Agreement, and the acceleration
provisions contained in your NSI and Company stock option agreements shall not
apply.
Non-competition and Non-solicitation
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Except as provided below, during the two (2) years following the
Termination Date (the "Restrictive Period"), Employee shall not, in any county,
state, country or other jurisdiction in which Company does business or is
planning to do business as of the Termination Date:
(i) directly or indirectly, alone or with others, engage in the
business of providing services which are, at the Termination Date,
Directly Competitive;
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Mr. James Rutt
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(ii) be or become an officer, director, stockholder, owner,
corporate affiliate, salesperson, co-owner, partner, trustee,
promoter, founder, technician, engineer, analyst, employee, agent,
representative, supplier, investor or lender, compensated consultant,
advisor or manager of or to, or otherwise acquire or hold any interest
in or otherwise engage in the providing of service to, any person or
entity that engages in a business that is Directly Competitive; or
(iii) permit Employee's name to be used in connection with a
business that is Directly Competitive;
provided, however, that nothing in this provision shall prevent Employee from
owning as a passive investment less than 1% of the outstanding shares of the
capital stock of a publicly-held corporation if Employee is not otherwise
associated directly or indirectly with such corporation or any affiliate of such
corporation.
For purposes of this Agreement, "Directly Competitive" means engaging in
providing products, services or technology that compete with Company's products,
services or technology as described in any price list, business plan, or product
development plan or proposal of Company in existence as of the Termination Date.
Notwithstanding anything in this Agreement to the contrary, products, services
or technology shall not be deemed to be Directly Competitive (A) solely as a
result of the Employee being employed by or otherwise associated with a business
or entity of which a unit provides products, services or technology described in
any price list, business plan, or product development plan of the Company in
existence on the Termination Date, but as to which the Employee does not have
direct or indirect responsibilities, oversight, or any other decision making
responsibility, (B) if the product, service or technology in question provide
less than 3% of the consolidated net revenues of the Company for the 2000 fiscal
year, or (C) to the extent such services are professional services except as
prohibited by (ii) above.
Employee further agrees that during the Restrictive Period:
(a) Employee will not directly or indirectly solicit away employees or
consultants of Company for Employee's own benefit or for the benefit of any
other person or entity; and
(b) Employee will not directly or indirectly take away or attempt to
take away suppliers or customers of Company.
Waiver.
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As a condition of receiving such benefits, you agree to execute the Waiver
and Release attached hereto.
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Mr. James Rutt
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Applicable Law.
---------------
This Agreement and the Prior Agreements shall be governed by the laws of
Virginia, without regard to Virginia's conflict of law rules. If any clause,
paragraph, section or part of this Agreement shall be held or declared to be
void, invalid or illegal, such clause, paragraph, section or part shall be
ineffective but shall not in any way invalidate or affect any other clause,
paragraph, section or part of this Agreement.
Sincerely,
/S/ James M. Ulam for
Stratton D. Sclavos
Stratton D. Sclavos
President & CEO
I have read the above and agree with the terms set forth above,
/S/ James P. Rutt
______________________
James Rutt
February 23, 2001
______________________
Date
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GENERAL WAIVER AND RELEASE
This General Waiver and Release ("Release") is made and entered into
pursuant to Virginia law by and between James Rutt ("Executive") and VeriSign,
Inc. (the "Company"). In consideration of the following promises, the parties
agree to the following:
WHEREAS, Executive's active employment ends on April 1, 2001 and Executive
wants to begin receiving certain payments set forth in his Separation Agreement
between Executive and Network Solutions, Inc. ("Agreement") (as subsequently
modified by Employee and the Company in a "Subsequent Agreement" dated February
23, 2001); and
WHEREAS, the Agreement and Subsequent Agreement specifically require
Executive to execute this Release in order to receive certain payments;
NOW THEREFORE, for and in consideration of covenants and undertakings
herein set forth, and for other good and valuable consideration, which each
party hereby acknowledges, it is agreed as follows:
I. The Company acknowledges that the Executive's termination of employment
with the Company qualifies the Executive to receive the termination and other
payments specified in the Subsequent Agreement (which supercedes much of the
benefit and payment provisions of the Agreement).
II. Executive agrees to, and does, release and forever discharge the
Company, and each and every one of its affiliates, parents or subsidiary
companies and their respective agents, officers, executives, employees,
successors, predecessors, attorneys, trustees, directors and assigns
(collectively hereinafter included in the term "Company") from and with respect
to all matters, claims, charges, demands, damages, causes of action, debts,
liabilities, controversies, judgments and suits of every kind and nature
whatsoever foreseen or unforeseen, known or unknown, which have arisen or may
have arisen between the Executive and the Company in any way related to the
Executive's employment and/or termination, provided that, this Release shall not
in any way modify or impair (a) Executive's right to be indemnified by the
Company in accordance with any practice or policy of the Company in respect of
third party claims, (b) Executive's rights under the terms of any of the
Company's generally applicable employee or executive benefit plans, programs or
agreements, or (c) payments expressly owed to the Executive under the Subsequent
Agreement, and to the extent still applicable, the Agreement.
III. This Release includes any and all claims, demands and causes of
action of any kind whatsoever, including attorneys' fees and costs actually
incurred, whether known or unknown, which the Executive now has or ever has had
against the Company up to the date of this General Waiver and Release including,
but not limited to, claims under the Americans with Disabilities Act, Age
Discrimination in Employment Act, the Family and Medical Leave Act, the Equal
Pay Act, the Employee Retirement Income
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Security Act, Title VII of the Civil Rights Act, the Rehabilitation Act of 1973,
the Fair Labor Standards Act, or any other federal, state or local statute or
ordinance.
IV. The Company agrees to, and does, release and forever discharge the
Executive, and each and every one of the Executive's heirs and assigns
(collectively hereinafter included in the term "Executive") from and with
respect to all matters, claims, charges, demands, damages, causes of action,
debts, liabilities, controversies, judgments and suits of every kind and nature
whatsoever foreseen or unforeseen, known or unknown, which have arisen or may
have arisen between the Company and the Executive in any way related to the
Executive's employment and/or termination, provided that, this Release shall not
in any way modify or impair the Executive's obligations under the Subsequent
Agreement. This Release includes any and all claims, demands and causes of
action of any kind whatsoever, including attorneys' fees and costs actually
incurred, whether known or unknown, which the Company now has or ever has had
against the Executive up to the date of this General Waiver and Release.
V. Executive further agrees that he will not participate or aid in any
suit or proceeding (or to execute, seek to impose, collect or recover upon, or
otherwise enforce or accept any judgment, decision, award, warrant, or
attachment) upon any claim released by him under this General Waiver and
Release. Nothing contained in this paragraph is intended to prevent the
Executive from responding to a properly issued subpoena.
VI. Executive agrees to make himself available upon reasonable notice from
the Company or its attorneys to be deposed, to testify at a hearing or trial, or
to accede to any other reasonable request (involving no more than a reasonable
period of time) by the Company in connection with any lawsuit either currently
pending against the Company or any lawsuit filed after Executive's separation
that involves issues relating to the Executive's job responsibilities or the
decisions made by him during his employment with the Company.
VII. The Executive represents and agrees that the Executive fully
understands Executive's right to discuss all aspects of this General Waiver and
Release with a private attorney, and to the extent, if any, that the Executive
desires to consult a private attorney, the Executive has availed himself of this
right.
VIII. The Executive also represents and agrees that the Executive has
carefully read and fully understands the provisions of this General Waiver and
Release; and that the Executive is voluntarily entering into this General Waiver
and Release.
IX. The Executive further represents and acknowledges that the Executive
has the right to consider the effect of this General Waiver and Release for
twenty-one (21) days from the date of the Executive's receipt hereof, but by
executing this General Waiver and Release has elected to waive his right to
utilize such fully 21-day period.
X. The Executive further represents that the Executive understands and
agrees that the Executive may revoke this General Waiver and Release within
seven (7) days after signing this General Waiver and
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Release and that this General Waiver and Release is not effective or enforceable
until the seven (7) day revocation period has passed.
XI. In the event that any provision of this General Waiver and Release is
adjudicated to be invalid or unenforceable under applicable law, the validity
and enforceability of the remaining provisions shall be unaffected to the extent
that any provision of this General Waiver and Release is adjudicated to be
invalid or unenforceable because it is overbroad, and that provision shall not
be void but rather shall be limited only to the extent required by applicable
law and enforced as so limited.
XII. The parties hereby knowingly waive any and all rights they have or
may have under Section 1542 of the California Civil Code.
IN WITNESS WHEREOF, the undersigned have executed this General Waiver and
Release.
WE HAVE READ THIS GENERAL WAIVER AND RELEASE AND UNDERSTAND ALL OF ITS
TERMS AND SIGN IT OF OUR OWN FREE WILL.
VERISIGN, INC.
/S/ James M. Ulam
By:
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Vice President, General Counsel
Its:
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/S/ James P. Rutt
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James Rutt
February 23, 2001
Dated:
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STATE OF ___Virginia___ )
_County__ OF ____Fairfax__________ )
On this 23rd day of February, in the year 2001, before me, Mark Mandolia, a
Notary Public in and for said state, personally appeared James P. Rutt, known to
me to be the person who executed the within Release, and acknowledged to me that
he executed the same for the purposes therein stated.
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IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and said State aforesaid, the day and year first above
written.
Notary Public /S/ Mark Mandolia
My Commission Expires:
__August 31, 2001_________________
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