Employment Agreement - VeriSign Inc. and Stratton D. Sclavos
VERISIGN, INC.
100 Marine Parkway
Redwood Shores, CA 94065
September __, 1995
Mr. Stratton D. Sclavos
[Address]
Dear Stratton:
VeriSign, Inc. wishes to amend the terms on which you are employed by the
company. Those terms were set forth in a letter to you dated June 12, 1995,
which you accepted on June 15, 1995.
First, your base salary will be increased, retroactive to July 13, 1995, your
first day of employment, from $125,000 annually to $175,000 annually.
Second, your potential Bonus, which will be payable at the discretion of the
Compensation Committee based on objectives to approved by that committee, will
be decreased from $75,000 per year to $50,000 per year. For your first year of
service, you will be eligible for $25,000 on or before December 31, 1995, based
on meeting objectives set by the Compensation Committee. You will be eligible
for an additional $25,000, at the discretion of the Compensation Committee, on
the first anniversary of your employment.
If these changes are acceptable to you, please sign below.
Sincerely,
/s/ Jim Bidzos
Jim Bidzos
Chairman, Board of Directors
Accepted:
/s/ Stratton D. Sclavos
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Stratton D. Sclavos
10/4/95
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Date
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VERISIGN, INC.
100 Marine Parkway
Redwood Shores, CA 94065
June 12, 1995 VIA FACSIMILE
Mr. Stratton D. Sclavos
14865 Andrew Ct.
Saratoga, CA 95070
Dear Stratton:
We are delighted to provide in writing the offer we discussed over the
weekend. The details of the offer are as follows:
Title: President, Chief Executive Officer, Director
Base salary: $125,000 annually
Bonus: $75,000 per year, based on objectives to be
approved by the Compensation Committee
Stock options: Options to purchase 616,000 shares of Common
Stock in the Company at the price of 12 cents
per share, expiring seven years from the date
of grant. This non-transferable option is
subject to vesting over four years, with a
one year cliff and even quarterly vesting
thereafter as long as you serve as CEO. In
the event the Company is sold (marked by a
transfer of substantially all of its assets
or control) the stock option would
immediately vest in full. In addition, you
will be guaranteed the right to participate
in all equity rounds (other than an IPO or a
sale) to protect your equity position in the
Company for as long as you serve as CEO.
Benefits: Your medical and insurance benefits will be
commensurate with those of other employees.
The full package of benefits has yet to be
decided, but will be based on similarly
capitalized ventures in Silicon Valley.
Starting Date: July 6, 1995.
Employee Agreements: You will agree to sign an agreement with the
Company that (1) restricts you, at the
Company's option, should you ever be
terminated, from competing against the
Company for up to one year from termination;
if the Company exercises this option, or some
portion thereof, (e.g. for six months), then
the Company will pay your salary for that
period, minus any other compensation you
receive during that time for employment in
non-competitive businesses; (ii) restricts
you from ever
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disclosing any confidential or proprietary
information that you may receive in your
capacity as an officer and director, other
than what is necessary for conducting the due
course of business while employed at
VeriSign; and (iii) names the Company as
transfer agent for any sale of your Common
Stock to a third party prior to an IPO, and
gives the right of first refusal on your
stock to the Preferred shareholders and RSA
Date Security, Inc. on an as-converted pro
rata basis.
Other: You will receive payment, within seven days
of your start date, of $45,000, in the form
of a loan, which will be forgiven after one
year of employment. If, for any reason, your
employment terminates before one year, the
company may recover this payment from you.
For your information, your stock option grant represents 12.98% per cent of
the outstanding shares prior to the Preferred A financing, 6.16% of the
post-financing shares outstanding and issued, and 5.5% of all shares on a fully
diluted basis, including shares reserved and unissued for future hires and
strategic partners.
We look forward to succeeding together at VeriSign!
Sincerely,
/s/ Jim Bidzos /s/ JB for
D.C
Jim Bidzos David Cowan
Director Director
DJB:ca
Accepted:
/s/ Stratton D. Sclavos
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Stratton D. Sclavos
6/15/95
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Date