Registrant's 2006 Equity Incentive Plan



 EXHIBIT 10.05 
 No.                      
 VERISIGN, INC. 
 2006 EQUITY INCENTIVE PLAN 
 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT 
 The Board of Directors of VeriSign, Inc. has approved a grant to you (the “Participant” named below) [            ] Restricted Stock Units
(“RSUs”) pursuant to the VeriSign, Inc. 2006 Equity Incentive Plan (the “Plan”), as described below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

  

					
	Participant:	  	  
	  	
			
	Number of RSUs:	  	  
	  	
			
	Date of Grant:	  	  
	  	
		
	Expiration Date:	  	The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date.
			
	Vesting Schedule:	  	The RSUs will vest as follows:	  	

 (a). 25% on the later to occur of (i) the first anniversary of the Date of Grant;
(ii) the date next following the Date of Grant on which such Shares may be issued from the Plan in compliance with the requirements for use of the Form S-8 Registration Statement pursuant to which the Plan and such Shares have been registered
with the SEC; and (iii) the date next following the Date of Grant on which the Company’s common stock is listed on a “national securities exchange” (as defined in Sec. 6 of the Exchange Act). 
 (b). 25% on the later to occur of (i) the second anniversary of the Date of Grant; (ii) the date next following the Date of Grant on which such
Shares may be issued from the Plan in compliance with the requirements for use of the Form S-8 Registration Statement pursuant to which the Plan and such Shares have been registered with the SEC; and (iii) the date next following the Date of
Grant on which the Company’s common stock is listed on a “national securities exchange” (as defined in Sec. 6 of the Exchange Act). 
 (c). 25% on the later to occur of (i) the third first anniversary of the Date of Grant; (ii) the date next following the Date of Grant on which such Shares may be issued from the Plan in compliance with the requirements for use of
the Form S-8 Registration Statement pursuant to which the Plan and such Shares have been registered with the SEC; and (iii) the date next following the Date of Grant on which the Company’s common stock is listed on a “national
securities exchange” (as defined in Sec. 6 of the Exchange Act). 
  







 (d). 25% on the later to occur of (i) the fourth anniversary of the Date of Grant; (ii) the
date next following the Date of Grant on which such Shares may be issued from the Plan in compliance with the requirements for use of the Form S-8 Registration Statement pursuant to which the Plan and such Shares have been registered with the SEC;
and (iii) the date next following the Date of Grant on which the Company’s common stock is listed on a “national securities exchange” (as defined in Sec. 6 of the Exchange Act). 
 1. Settlement. Settlement of vested RSUs shall be made within 30 days following the applicable date of vesting under the above vesting
schedule (provided that if at the time of settlement Participant is a “specified employee” of the Company under Section 409A, and settlement would be treated as a payment made on separation of service, then if required to avoid the
taxes imposed by Section 409A settlement shall be delayed by six (6) months or such other period of time as is then required to avoid such taxes). Settlement of vested RSUs shall be in Shares or cash (or some combination thereof), as
determined by the Committee in its discretion at the time of payment. The Participant shall pay to the Company the aggregate par value of the Shares issued prior to their issuance (par value being $0.001 per Share) with such payment deemed to have
been made for each Share, by Participant’s services from the Date of Grant to the first applicable vesting date. Participant agrees that, if necessary due to applicable law, Participant shall pay to the Company each affected Share’s
par value by making appropriate payroll deductions from funds due the Participant. 
 2. No Stockholder Rights. Unless and
until such time as Shares are issued in settlement of vested RSUs, the Participant shall have no ownership of the Shares allocated to the RSUs and shall have no right to vote such Shares, subject to the terms, conditions and restrictions described
in the Plan and herein 
 3. Dividend Equivalents. Any dividends paid in cash on Shares of the Company shall be credited to the
Participant as additional RSUs as if the RSUs previously held by the Participant were outstanding Shares (in such number as determined by the Committee), as follows: such credit shall be made in whole and/or fractional RSUs and shall be based on the
Fair Market Value of the Shares on the date of payment of such dividend. All such additional RSUs shall be subject to the same vesting requirements applicable to the RSUs in respect of which they were credited and shall be settled in accordance
with, and at the time of, settlement of the vested RSUs to which they are related. 
 4. No Transfer. The RSUs and any interest
therein: (i) shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of, and (ii) shall, if the Participant’s continuous service with the Company or any of its affiliates shall terminate for any reason
(except as otherwise provided in the Plan or herein), be forfeited to the Company forthwith, and all the rights of the Participant to such RSUs shall immediately terminate. 
 5. Termination. In the event of Termination by the Company or the Participant, the Committee shall settle, in Shares, the value of any
vested RSUs (based on the then Fair Market Value of Shares deemed allocated to such vested RSUs on the date of such Termination) as soon as practicable thereafter. In case of any dispute as to whether Termination has occurred, the Committee shall
have sole discretion to determine whether such Termination has occurred and the effective date of such Termination. 
  







 6. Acknowledgement. By their signatures below, the Company and the Participant agree that
the RSUs are granted under and governed by this Restricted Stock Unit Agreement and by the provisions of the Plan (incorporated herein by reference). The Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus,
(ii) represents that the Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan. 
 7. Tax Consequences. The Participant acknowledges that there may be adverse tax consequences upon settlement of the RSUs or disposition of
the Shares, if any, received in connection therewith and that the Company recommends that Participant should consult a tax adviser prior to such settlement or disposition. In particular, Participant must make arrangements, satisfactory to the
Company, for satisfaction of any applicable foreign, federal, state or local income tax withholding requirements or social security requirements related to the grant of the RSUs or Participant’s receipt of Shares in settlement thereof,
including, in either case, any dividend paid in respect thereof. In the event settlement of the RSUs is made in Shares, Participant shall pay the minimum statutory withholding tax obligation by withholding a certain number of Shares otherwise
deliverable from the total number of Shares deliverable to the Participant upon settlement in accordance with rules and procedures established by the Committee. The Committee may require, in its discretion, that some portion of vested Shares be
retained by (or returned to) the Company to satisfy such withholding requirements. In the absence of such arrangements Participant hereby authorizes the Company to withhold the required minimum amount from Participant’s other sources of
compensation from the Company or any Parent or Subsidiary. 
 8. Compliance with Laws and Regulations. The
issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system
on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 
 9.
Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement will be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 
 10. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California, excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is
determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 
 11. Notices. Any notice required to be given or delivered to the Company shall be in writing and addressed to the Corporate Secretary of
the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing (including 








 
email) and addressed to Participant at such address as Participant may designate in writing from time to time to the Company. All notices shall be deemed
effectively given upon personal delivery, (i) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested), (ii) one (1) business day after its deposit with any return receipt
express courier (prepaid), or (iii) one (1) business day after transmission by fax or telecopier. 
 12.
Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. 
 13. Headings. The captions and headings of this Agreement are included for ease of reference only and are to be disregarded in interpreting
or construing this Agreement. 
 14. Entire Agreement. The Plan and this Restricted Stock Unit Agreement for these RSUs
constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific
subject matter hereof. 
 Please sign your name in the space provided below on this Restricted Stock Unit Agreement and return an executed
copy to: Stock Administration, Attn: Linda Hart, VeriSign, Inc., 487 East Middlefield Road, Mountain View, CA 94043. 
  

									
	 VERISIGN, INC.
	 		 	PARTICIPANT	 	
					
	By:	 	  
	 		 	  
	 	
		 		 		 	Signature	 	
	Its: