2006 Equity Incentive Plan



 Exhibit 10.65 

 
 VERISIGN, INC. 

 
 2006 EQUITY INCENTIVE PLAN 

 
 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

  
 The Board of Directors of VeriSign, Inc. has approved a grant
to you (the “Participant” named below) of Performance-Based 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:	 	  
	 	

  
 1. Grant of Awards. The
Company has granted to Participant [NUMBER] RSUs, subject to the terms of this Agreement and the terms of the Plan. The number of RSUs awarded to Participant represents a target award for the Performance Period (as defined below) (the “Target
Award”). The number of RSUs of Participant’s actual earned award (the “Actual Award”) is equal to the product of (i) the Performance Multiplier (as determined under Section 2 below), and (ii) Participant’s
Target Award. Each RSU represents the right to receive one (1) Share of Common Stock as set forth herein. 
  
 2. Performance Multiplier. The Performance Multiplier shall be determined by reference to the Performance Measures, goals and weightings established by the Committee for purposes of funding
the 2011 VeriSign Performance Plan (the “2011 VPP”) and shall be equal to the funding percentage for the 2011 VPP determined by the Committee following its certification of the achievement of the levels of performance against the
Performance Measures. The Performance Multiplier may range from zero to a maximum of 150%. In the event the Committee determines that the Performance Multiplier equals zero, all RSUs will be forfeited automatically on such date and all the rights of
the Participant to such RSUs shall immediately terminate. 
  
 3.
Performance Period. The performance period to which this Agreement applies commences on January 1, 2011 and ends on December 31, 2011 (the “Performance Period”). 
  
 4. Vesting Schedule. Participant’s Actual Award will vest as follows: 

 
 (a) 25% on the date of certification of achievement of
the Performance Measures and the Performance Multiplier by the Committee (the “First Vesting Date”); and 
  

(b) 25% on the second anniversary of the Date of Grant 

 
 (c) 25% on the third anniversary of the Date of Grant;
and 
  
 (d) 25% on the fourth anniversary of
the Date of Grant. 







 5. 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; provided, that, pursuant to Section 11, if Shares may not be withheld as a result of foreign tax law, an appropriate number of RSUs may or may not be automatically settled in cash, depending upon the taxable jurisdiction. In addition,
if determined by the Committee in its discretion at the time of payment, RSUs may also be settled in cash or some combination of cash and Shares. 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. Notwithstanding the issuance of Shares in settlement of the RSUs or the delivery
of one or more stock certificates for such Shares, the Shares shall be subject to applicable restrictions on transfer or sale, if any, as may be set forth in the Participant’s written employment or service contract with the Company or pursuant
to any policy adopted by the Company, now or hereafter existing, that imposes stock ownership requirements, stock retention requirements or stock sale restrictions on the Participant. To enforce any restrictions or requirements on the
Participant’s Shares, the Committee may require the Participant to deposit all certificates, together with stock powers or other instruments of transfer approved by the Committee appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions or requirements have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions or requirements to be placed on the certificates.

  
 6. 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. 
  
 7. Dividend Equivalents. On or
following the First Vesting Date, any dividends paid in cash on Shares of the Company shall be credited to the Participant as additional RSUs as if the RSUs held by the Participant were outstanding Shares, 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. 
  

8. No Transfer. The RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of.

  
 9. Termination. In the event of Termination by the
Company or the Participant for any reason, (i) all unvested RSUs shall (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
and (ii) 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. 
  
 10. Acknowledgement. The Company and the Participant agree that the RSUs are granted under and governed by this
Performance-Based 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. In the event that upon the 30th day after the
Date of Grant, the Participant has not refused the RSUs by notice to the Company pursuant to Section 16 hereof, the Participant shall be deemed to have accepted the RSUs subject to all of the terms and conditions set forth herein and those set
forth in the Plan. 

  
 2 








 11. 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, the Company will satisfy 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 unless Shares may not be withheld as a result of foreign tax law (in which case an appropriate number of RSUs may or may not be
automatically settled in cash, depending upon the taxable jurisdiction). In the event that any RSUs are settled in cash, or Shares may not be withheld as a result of foreign tax law, the 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. 
  

12. 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. 
  
 13. VeriSign Incentive
Compensation Recovery Policy in the Case of Inaccurate Financial Statements. The Committee has adopted an incentive compensation recovery policy ( the “Policy”) which applies to all Section 16 executive officers and such other
officers as the Committee may designate. The Policy applies whenever there is an inaccurate financial statement, and, as a result, a covered executive has received materially more incentive compensation than would have otherwise
occurred. To the extent you are subject to the Policy, you agree that the Committee has discretion to seek recovery of any such overpayment received under this Agreement per the terms of the Policy. 

 
 14. 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. 
  
 15. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia as such laws are applied to
agreements between Virginia residents entered into and to be performed entirely within Virginia, 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. 
  

16. 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 the participant’s Company email address, the address of record or to
such other address as Participant may designate in writing from time to time to the Company or may be posted on the Participant’s E*Trade VeriSign employee stock plan account at www.etrade.com. 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), (iii) one (1) business day after transmission by fax or telecopier, (iv) upon receipt if sent by the Company to the Participant’s email address at the Company, or (v) upon posting on the Participant’s E*Trade
VeriSign employee stock plan account at www.etrade.com. 
  
 17.
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. 

  
 3 








 18. 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. 
  
 19. Entire Agreement; Modification. The Plan and this Performance-Based 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. This Performance-Based Restricted Stock Unit
Agreement may be amended only by a written instrument executed by an authorized representative of the Company and effectively given to the Participant pursuant to the methods of delivery set forth in Section 16 above. Any such amendment shall
be deemed effective thirty (30) calendar days after the date on which it is effectively given to the Participant as described in Section 16 above, provided the Participant does not provide the Company with a written notice within that
thirty (30) day period rejecting the amendment. 
  
 Please sign your name in the space provided below on this Performance-Based Restricted Stock Unit Agreement and return an executed copy to: Stock Administration, Attn: Christopher Ricci, VeriSign, Inc.,
21345 Ridgetop Circle, Dulles VA 20166. 
  

							
	VERISIGN, INC.	 		 	PARTICIPANT
				
	By:	 	  
	 		 	  

		 		 		 	(Signature)
			
	  
 (Please print
name)
	 		 	  
 (Please print
name)

			
	  
 (Please print
title)
	 		 	


  
 4