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(1)	Included in Deferred tax assets and other current assets

(2)	Included in Accounts payable and accrued liabilities

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•

On June 23, 2012, the board of directors of Internet Corporation of Assigned Names and Numbers (“ICANN”) approved the renewal of our agreement to serve as the authoritative registry operator for the .com registry for the term commencing on December 1, 2012, through November 30, 2018. Our board of directors approved the renewal of the .com registry agreement on June 16, 2012. The U.S. Department of Commerce (the Department) is now reviewing the renewal of the .com registry agreement under the terms of the Cooperative Agreement between the Department and Verisign.

•

We recorded revenues of $214.1 million and $419.9 million during the three and six months ended June 30, 2012, respectively. This represents an increase of 13% in both the three and six months ended June 30, 2012, as compared to the same periods in 2011. The increase was primarily due to an 8% year-over-year increase in active domain names ending in .com and .net and increases in our .com and .net registry fees in July 2010 and January 2012.

•

We recorded operating income of $107.0 million and $205.9 million during the three and six months ended June 30, 2012, respectively, an increase of 30% and 40%, respectively, as compared to the same periods last year. The increase was primarily due to an increase in our revenues as well as a reduction in restructuring expenses and general and administrative expenses as we realize the effect of post-divestiture cost savings.

•	We repurchased 1.9 million and 3.7 million shares, respectively, of our common stock under the 2010 Share Buyback Program for an aggregate cost of $76.1 million and $144.5 million, respectively, during the three and six

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•

We generated cash flows from operating activities of $245.2 million during the six months ended June 30, 2012, an increase of 138% as compared to the same period last year. The increase was primarily due to the payment of $100.0 million of contingent interest to the holders of our Convertible Debentures during 2011 and an increase in cash received from customers resulting from revenue growth in 2012, partially offset by an increase in income taxes paid.

•	We purchased $1.1 billion of marketable securities during the six months ended June 30, 2012. Substantially all of the marketable securities purchased in 2012 consisted of U.S. Treasury bills with maturities of less than one year.

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•	current global economic and financial conditions as well as their impact on e-commerce, financial services, and the communications and Internet industries;

•	volume of new domain name registrations and customer renewals;

•	the long sales and implementation cycles for, and potentially large order sizes of, some of our services and the timing and execution of individual customer contracts;

•	our success in direct marketing and promotional campaigns;

•	in the case of our Registry Services business, any changes to the scope and success of marketing efforts by third-party registrars;

•	market acceptance of our services by our existing customers and by new customers;

•	customer renewal rates and turnover of customers of our services, and in the case of our Registry Services business, the customers of the distributors of our services;

•	continued development of our distribution channels for our products and services, both in the U.S. and abroad;

•	the impact of price changes in our products and services or our competitors' products and services;

•	the impact of decisions by distributors to offer competing or replacement products or modify or cease their marketing practices;

•	the availability of alternatives to our products;

•	seasonal fluctuations in business activity;

•	changes in marketing expenses related to promoting and distributing our services or services provided by third-party registrars or their resellers;

•	potential attacks, including hacktivism, by nefarious actors, which could threaten the perceived reliability of our products and services;

•	potential attacks on the service offerings of our distributors, such as distributed denial-of-service (“DDoS”) attacks, which could limit the availability of their service offerings and their ability to offer our products and services;

•	changes in policies regarding Internet administration imposed by governments or governmental authorities outside the U.S.;

•	potential disruptions in regional registration behaviors due to catastrophic natural events or armed conflict;

•	changes in the level of spending for information technology-related products and services by our customers; and

•	the uncertainties, costs and risks as a result of the sale of our Authentication Services business, including costs related to our transition services agreements and any retained liability related to existing and future claims or retained litigation.

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•	our customers' continued growth and development of their businesses and our customers' ability to continue as going concerns or maintain their businesses, which could affect demand for our products and services;

•	current and future demand for our services, including decreases as a result of reduced spending on information technology and communications by our customers;

•	price competition for our products and services;

•	the price of our common stock;

•	our liquidity;

•	our ability to service our debt, to obtain financing or assume new debt obligations;

•	our ability to obtain payment for outstanding debts owed to us by our customers or other parties with whom we do business; and

•	our ability to execute on any share repurchase plans.

•	the use of the Internet and other IP networks, and the extent to which domain names and the DNS are used for e-commerce and communications;

•	changes in customer behavior, Internet platforms, mobile devices and web-browsing patterns;

•	growth in demand for our services;

•	the competition for any of our services;

•	the perceived security of e-commerce and communications over the Internet;

•	the perceived security of our services, technology, infrastructure and practices;

•	the loss of customers through industry consolidation or customer decisions to deploy in-house or competitor technology and services;

•	our continued ability to maintain our current, and enter into additional, strategic relationships;

•	our ability to successfully market our services to new and existing distributors and customers;

•	our success in attracting, integrating, training, retaining and motivating qualified personnel;

•	our response to competitive developments;

•	the successful introduction, and acceptance by our current or new customers, of new products and services, including our NIA Services;

•	potential disruptions in regional registration behaviors due to catastrophic natural events and armed conflict;

•	seasonal fluctuations in business activity;

•	our ability to implement remedial actions in response to any attacks by nefarious actors; and

•	the successful introduction of enhancements to our services to address new technologies and standards, alternatives to our products and services and changing market conditions.

•	the .com Registry Agreement may not renew when it expires in 2012, which could have a material adverse effect on

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•	ICANN could adopt or promote policies, procedures or programs that are unfavorable to us as the registry operator of the .com, .net and .name gTLDs, that are inconsistent with our current or future plans, or that affect our competitive position;

•	under certain circumstances, ICANN could terminate one or more of our agreements to be the registry for the .com, .net or .name gTLDs and the DOC could refuse to grant its approval to the renewal of the .com Registry Agreement, which, in the case of the .com and .net Registry Agreements, could have a material adverse impact on our business;

•	the DOC's or ICANN's interpretation of provisions of our agreements with either of them could differ from ours;

•	under certain circumstances, the GSA could terminate our agreement to be the registry for the .gov gTLD, which could have a material adverse impact on how the Registry Services business is perceived; and

•	our Registry Services business faces, and could continue to face, legal or other challenges resulting from our activities or the activities of registrars and registrants, and any adverse outcome from such matters could have a material adverse effect on our business.

•	legal, regulatory or other challenges could be brought, including challenges to the agreements governing our relationship with the DOC or ICANN, or to the legal authority underlying the roles and actions of the DOC, ICANN or us;

•	the U.S. Congress could take action that is unfavorable to us;

•	ICANN could fail to maintain its role, potentially resulting in instability in DNS administration; and

•

some governments and governmental authorities outside the U.S. have in the past disagreed, and may in the future disagree, with the actions, policies or programs of ICANN, the U.S. Government and us relating to the DNS. The Affirmation of Commitments established several multi-party review panels and contemplates a greater involvement by foreign governments and governmental authorities in the oversight and review of ICANN. These periodic review panels may take positions that are unfavorable to Verisign.

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•	competition with foreign companies or other domestic companies entering the foreign markets in which we operate;

•	differing and uncertain regulatory requirements;

•	legal uncertainty regarding liability, enforcing our contracts and compliance with foreign laws;

•	tariffs and other trade barriers and restrictions;

•	difficulties in staffing and managing foreign operations;

•	longer sales and payment cycles;

•	problems in collecting accounts receivable;

•	currency fluctuations, as a small portion of our international revenues are not always denominated in U.S. dollars and some of our costs are denominated in foreign currencies;

•	high costs associated with repatriating profits to the U.S.;

•	potential problems associated with adapting our services to technical conditions existing in different countries;

•	difficulty of verifying customer information;

•	political instability;

•	failure of foreign laws to protect our U.S. proprietary rights adequately;

•	more stringent privacy policies in some foreign countries;

•	additional vulnerability from terrorist groups targeting U.S. interests abroad;

•	seasonal reductions in business activity;

•	potentially conflicting or adverse tax consequences; and

•	reliance on third parties in foreign markets in which we only recently started doing business.

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•	power loss, transmission cable cuts and other telecommunications failures;

•	damage or interruption caused by fire, earthquake, and other natural disasters;

•	attacks, including hacktivism, by hackers or nefarious actors;

•	computer viruses or software defects;

•	physical or electronic break-ins, sabotage, intentional acts of vandalism, terrorist attacks and other events beyond our control;

•	State suppression of Internet operations; and

•	any failure to implement effective and timely remedial actions in response to any damage or interruption.

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•	market acceptance of products and services based upon technologies other than those we use;

•	public perception of the security of our technologies and of IP and other networks;

•	the introduction and consumer acceptance of new generations of mobile devices;

•	the ability of the Internet infrastructure to accommodate increased levels of usage; and

•	government regulations affecting Internet access and availability, e-commerce and telecommunications over the Internet.

•	our stockholders may take action only at a duly called meeting and not by written consent;

•	special meetings of our stockholders may be called only by the chief executive officer, the president or our Board, and cannot be called by our stockholders;

•	our Board must be given advance notice regarding stockholder-sponsored proposals for consideration at annual meetings and for stockholder nominations for the election of directors;

•	vacancies on our Board can be filled until the next annual meeting of stockholders by majority vote of the members of the Corporate Governance and Nominating Committee, or a majority of directors then in office if no such committee exists, or a sole remaining director; and

•	our Board has the ability to designate the terms of and issue new series of preferred stock without stockholder approval.

•	The rights will generally become exercisable if a person or group acquires 20% or more of our outstanding common stock (unless such transaction is approved by our Board) and thus becomes an “acquiring person.”

•	Each right, when exercisable, will entitle the holder, other than the “acquiring person,” to acquire shares of our common stock at a 50% discount to the then-prevailing market price.

•

As a result, the rights plan will cause substantial dilution to a person or group that becomes an “acquiring person” on terms that our Board does not believe are in our best interests and those of our stockholders and may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares.

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•	adverse changes in the value of the properties, due to interest rate changes, changes in the commercial property markets, or other factors;

•	ongoing maintenance expenses and costs of improvements;

•	the possible need for structural improvements in order to comply with zoning, seismic, disability law, or other requirements;

•	the possibility of environmental contamination and the costs associated with fixing any environmental problems; and

•	possible disputes with neighboring owners, service providers or others.

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(1)

On July 27, 2010, the Board of Directors authorized the repurchase of up to approximately $1.1 billion of Verisign’s common stock, in addition to the $393.6 million of its common stock remaining available for repurchase under the previous 2008 Share Buyback Program, for a total repurchase of up to $1.5 billion of its common stock (collectively, the “2010 Share Buyback Program”). The 2010 Share Buyback Program has no expiration date. Purchases made under the 2010 Share Buyback Program could be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions.

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1.	Start Date: On or before May 14, 2012.

2.	Annual Base Salary: $375,000 (paid in bi-weekly installments subject to Verisign’s regular payroll practices).

3.	Annual Bonus: You will be eligible to receive a discretionary annual bonus based on individual and Company performance and subject to the terms and conditions of the Verisign Performance Plan (“VPP”), as may be amended from time to time. Your target bonus percentage will be 60% of your annual base salary, subject to proration based on your hire date and as otherwise explained in the VPP.

4.	Equity Grants:

a.

Restricted Stock Units (“RSUs”): I will recommend to the Compensation Committee of the Verisign Board of Directors (the “Compensation Committee”) that you be granted time vested RSUs covering 40,000shares of Verisign common stock, such grant subject to the terms and conditions of the Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan (the “Plan”), the corresponding RSU agreement, and any related documents. The grant date will be the date of your commencement of employment as Senior Vice President, Chief Financial Officer (the “Grant Date”). This award will fully vest over a period of four years from the Grant Date with 25% vesting on each annual anniversary of the Grant Date, provided that you are employed by Verisign or one of its direct or indirect subsidiaries on that particular date. We recommend that you consult with your tax advisor regarding tax treatment of RSUs.

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b.

Performance-Based RSUs: Subject to the below, I will recommend to the Compensation Committee that you be granted performance-based RSUs of Verisign common stock, the target amount of which is performance based RSUs covering 40,000 shares of Verisign common stock, and subject to the terms and conditions of the Plan, the corresponding performance-based RSU agreement, and any related documents. Please note that the above number of RSUs represents a target amount. The actual number of performance-based RSUs that will be earned is based on achievement of the 2012 VPP performance measures. The RSUs earned may range from 0% to 150% of target based on the final certified performance results of the 2012 VPP and the corresponding funding multiplier. Any performance-based RSUs earned under this Section 4.b. will fully vest over a period of four years from the Grant Date with 25% vesting upon certification of the achievement of the performance measures by the Compensation Committee and receipt of an unqualified signed opinion from the Company’s independent registered public accounting firm regarding the financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and thereafter 25% subsequently vesting on each annual anniversary of the Grant Date starting in 2014, provided that you are employed by Verisign or one of its direct or indirect subsidiaries on each of those dates. Performance-based RSUs are not “earned” until the above events occur and they vest according to the above schedule.

c.	Stock Retention Policy: You will be required to comply with Verisign’s Stock Retention Policy, a copy of which is attached to this offer letter as Exhibit A.

5.

Benefits, Vacation, and Holidays:  You will be eligible to participate in the employee benefit programs available to similarly situated Verisign employees in the U.S. (including medical, dental, and life), as may be in effect from time to time, subject to the terms and conditions of the relevant plans and Verisign policies. In addition, new employees currently accrue up to 18 days of paid time off per year, as outlined in Verisign's policies, and Verisign currently observes 11 paid holidays per year.

6.	Change-In-Control Agreement: You will be eligible to enter into the Amended and Restated Change-In-Control and Retention Agreement, approved by the Compensation Committee on April 26, 2011, which is attached hereto as Exhibit B.

7.

Confidentiality Agreement and Background Check: Please note that this offer is also contingent upon: (a) you signing and returning Verisign’s standard Assignment of Invention, Nondisclosure and Nonsolicitation Agreement (“Confidentiality Agreement”), a copy of which is attached as Exhibit C; (b) you providing evidence of your legal right to work in the United States as required by the U.S. Citizenship and Immigration Services; and (c) successful clearance of your background check. To the extent permitted by applicable law, such background check may include, among other things, an identity check, investigation of your educational, employment, and credit history, department of motor vehicle and criminal records check, drug testing, an investigation to determine whether you have been "statutorily disqualified," as such term is defined in Section 3(a)(39) of the Securities Exchange Act of 1934 (as amended), and satisfactory review of any non-competition restriction. From time to time, you may be required to redo the background check, such as if required by a customer for legitimate business reasons.

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8.

At-Will Employment: If you accept this offer, you will be employed on an at-will basis, which means that the employment relationship can be terminated at any time by either party, with or without cause or notice. Any change to the at-will nature of employment can only be made by a written amendment to this offer letter, approved by the Verisign Board of Directors, which expressly states that your employment is no longer at-will. As an employee, you will be expected to review and comply with all Verisign policies, including, without limitation, our Code of Conduct and Human Resources policies available on our intranet.

9.

Relocation Assistance: Provided you execute Verisign’s standard Relocation Repayment Agreement, a copy of which is attached as Exhibit D, you will be eligible to receive relocation reimbursement for costs incurred within one year from the commencement of your employment up to $150,000, subject to Verisign’s U.S. Domestic Relocation Policy and repayment terms, a copy of which is attached as Exhibit E. Should you voluntarily terminate your employment with Verisign for any reason within one year from the commencement of your employment, you will be required to reimburse Verisign the relocation expenses on a 12-month pro-rated basis.

10.	Taxes: All payments and vesting events outlined in this offer letter will be less applicable deductions and withholdings.

11.

Integrated Agreement: The offer letter and its accompanying Exhibits A-E, once accepted by you and Verisign, will constitute the entire agreement between you and Verisign concerning the subject matter therein and will supersede any prior or contemporaneous agreements, promises, representations, or understandings, whether written or verbal, or express or implied. The agreement may not be modified in any material respect absent a writing signed by an authorized representative of Verisign.

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•	Each Officer and Director shall be required to retain, until the date that is six months after the Officer’s or Director’s service with the Company and its subsidiaries ceases for any reason, direct or indirect ownership of 50% of any Net Shares of Company common stock issued to or on behalf of the Officer or Director under any Covered Award.

•	“Net Shares” means the number of issued shares of Company common stock remaining upon the exercise or settlement of a Covered Award on or after August 1, 2009, after shares are sold or netted to pay the exercise price and applicable taxes as such amount is determined by the Company. The Company’s determination shall be binding upon all Officers and Directors.

•

Retention of direct or indirect ownership shall be limited to direct ownership by the Officer or Director or ownership by his or her immediate family members who share the same household, whether held individually or jointly, and shares held in trust for the benefit of the Officer or Director or his or her immediate family members who share the same household. Shares subject to the retention requirement shall not be pledged, hypothecated, made subject to execution, attachment or similar process, or in any manner be made subject to a hedge transaction or puts and calls.

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•

There may be instances where abiding by this Stock Retention Policy may place an undue hardship on an Officer or Director, though it is anticipated that such instances will be rare. The Compensation Committee may in its sole discretion, which it may withhold, waive or develop an alternative to this Stock Retention Policy for an Officer or Director that reflects the intent of this Stock Retention Policy and the Officer or Director’s personal circumstances. The Compensation Committee shall make such a determination after receipt of a written request from the Officer or Director requesting the waiver and specifying the reasons therefor. There shall be no time limit on when the Committee may consider the request. The retention requirement shall terminate immediately upon death of the Officer or Director.

•

Subject to Compensation Committee approval, the Company’s stock plan administration personnel may establish such rules of administration (“Rules of Administration”) as they determine to be appropriate or desirable to implement and enforce this Stock Retention Policy. Such Rules of Administration shall be binding upon Officers and Directors and may only be waived or an alternative substituted in accordance with this Section 4.

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2.1	Prior Obligations.

2.1.1	Accrued Salary and Vacation. A lump sum payment of all salary and accrued vacation earned through the Termination Date.

2.1.2	Accrued Bonus. A lump sum payment of any earned and unpaid bonus from the prior fiscal year previously awarded by the Company.

2.1.3	Expense Reimbursement. Upon submission of proper expense reports by the Executive, the Company shall reimburse the Executive for all expenses incurred by the Executive, consistent with past practices, in connection with the business of the Company prior to the Executive’s Termination Date.

2.1.4	Employee Benefits. Benefits, if any, under any 401(k) plan, nonqualified deferred compensation plan, employee stock purchase plan and other Company benefit plans under which the Executive may be entitled to benefits, payable pursuant to the terms of such plans.

2.2

Cash Severance Benefits. A lump sum equal to the sum of (i) a pro rata portion of Executive’s target bonus for the fiscal year of the Company in which the Termination Upon Change-in-Control occurs, (ii) twelve (12) months of Executive’s Base Salary, and (iii) Executive’s average target bonus for the three (3) fiscal years of the Company preceding the fiscal year in which Termination Upon Change-in-Control occurs or, if Executive was employed by the Company for fewer than three (3) full fiscal years preceding the fiscal year in which the Termination Upon Change-in-Control occurs, the average target bonus for the number of full fiscal years Executive was employed by the Company prior to the Change-in-Control or the target bonus for the fiscal year in which the Termination Upon Change-in-Control occurs if the Executive was not eligible to receive a bonus from the Company during any of the prior three (3) fiscal years. This lump sum amount shall be paid no later than sixty (60) days after the Termination Date of the Termination Upon Change-in-Control.

2.3

Acceleration of Equity Awards. All then unvested and outstanding Equity Awards granted to Executive prior to the Change-in-Control shall have their vesting and exercisability accelerated in full on the Termination Date of the Termination Upon Change-in-Control; provided, however, that notwithstanding any provision in this Agreement to the contrary, if the Equity Awards held by the Executive are not assumed upon a Change-in-Control, then all such Equity

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2.4	Extended Insurance Benefits.

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4.1	Capitalized Terms Defined. Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context clearly requires a different meaning.

4.2	“Base Salary” means the base salary of the Executive immediately preceding the Executive’s Termination Date.

4.3	“Board” means the Company’s Board of Directors.

4.4	“Cause” means:

(a)	Executive’s willful and continued failure to substantially perform Executive’s duties after written notice providing Executive with ninety (90) days from the date of Executive’s receipt of such notice in which to cure;

(b)	conviction of (or plea of guilty or no contest to) Executive for a felony involving moral turpitude;

(c)	Executive’s willful misconduct or gross negligence resulting in material harm to the Company; or

(d)	Executive’s willful violation of the Company’s policies resulting in material harm to the Company.

4.5	“Change-in-Control” means:

(a)

any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company or its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly (excluding, for purposes of this Section 4.5, securities acquired directly from the Company), of securities of the Company representing at least thirty-five percent (35%) of (A) the then-outstanding shares of common stock of the Company or (B) the combined voting power of the Company’s then-outstanding securities;

(b)

the consummation of a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the voting securities of the

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(c)	a change in the composition of the Board occurring within a 24-month period, as a result of which fewer than a majority of the Directors are Incumbent Directors;

(d)	the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect); or

(e)	stockholder approval of the dissolution or liquidation of the Company.

4.6	“Company” means VeriSign, Inc. and, following a Change-in-Control, any Successor.

4.7	“Director” means a member of the Board.

4.8	“Disability” shall have the meaning given such term under Section 409A of the Code.

4.9	“Equity Award” shall mean any option, restricted stock award, restricted stock unit award, stock appreciation right or other equity award to acquire shares of the Company’s common stock granted or issued to the Executive.

4.10	“Good Reason” means the occurrence of any of the following conditions, without Executive’s written consent:

(a)	a change in the Executive’s authority, duties or responsibilities that is inconsistent in any material and adverse respect from the Executive’s authority, duties and responsibilities immediately preceding the Change-in-Control;

(b)	a reduction in Executive’s base salary compared to Executive’s base salary immediately preceding the Change-in-Control, except for an across-the-board reduction of not more than ten percent (10%) of base salary applicable to all senior executives of the Company;

(c)	a reduction in Executive’s bonus opportunity of five percent (5%) or more from Executive’s bonus opportunity immediately preceding the Change-in-Control, except for an across-the-board reduction applicable to all senior executives of the Company;

(d)	a failure to provide Executive with long-term incentive opportunities that in the aggregate are at least comparable to the long-term incentives provided to other senior executives at the Company;

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(e)	a reduction of at least 5% in aggregate benefits that Executive is entitled to receive under all employee benefit plans of the Company following a Change-in-Control compared to the aggregate benefits Executive was eligible to receive under all employee benefit plans maintained by the Company immediately preceding the Change-in-Control; or

(f)	a requirement that Executive be based at any office location more than 40 miles from Executive’s primary office location immediately preceding the Change-in-Control, if such relocation increases Executive’s commute by more than ten (10) miles from Executive’s principal residence immediately preceding the Change-in-Control; or

(g)	the failure of the Company to obtain the assumption of this Agreement from any Successor as provided in Section 12.1 of this Agreement.

4.11

“Incumbent Directors” shall mean Directors who either (i) are Directors as of the date hereof, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

4.12	“Successor” means any successor to the Company or assignee of substantially all of the Company’s business and/or assets whether or not as part of a Change-in-Control.

4.13	“Termination Date” means the effective date of any termination of Executive’s employment with the Company or a Successor.

4.14

“Termination Upon Change-in-Control” means (i) during the twenty-four (24) months following the consummation of a Change-in-Control any termination of the employment of the Executive by the Company without Cause, or any resignation by the Executive for Good Reason; or (ii) any termination of the employment of the Executive by the Company without Cause occurring within six (6) months prior to the consummation of such Change-in-Control that is requested by a third party as part of such Change-in-Control. Executive must provide written notice to the Company within ninety (90) days of the existence of Good Reason and provide the Company with at least thirty (30) days to cure the circumstances giving rise to Good Reason. Notwithstanding the preceding sentences of this section and section 4.13, with respect to a termination described in (ii) of this section 4.14, (1) the effective date of the Change-in-Control shall be deemed the Termination Date for purposes of this Agreement and (2) with respect to Equity Awards, to the extent they would have otherwise terminated or been forfeited prior to the Change-in-Control as a result of the Executive’s termination of employment, they shall be deemed to have continued in existence until the Change-in-Control (but without any right to exercise, settlement or additional vesting during the period of continuation).

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7.1	No Limitation of Regular Benefit Plans. Except as provided in Section 7.2 below, this Agreement is not intended to and shall not affect, limit or terminate any plans, programs or arrangements of the Company that are regularly made available to a significant number of employees or officers of the Company, including without limitation the Company’s equity incentive plans.

7.2

Noncumulation of Benefits. Executive may not cumulate cash severance payments, vesting acceleration of any Equity Award or other termination benefits under this Agreement with those provided under any other written agreement with the Company and/or other plan or policy of the Company. If the Executive has any other binding written agreement or other binding arrangement with the Company that provides that upon a Change-in-Control or termination of employment the Executive shall receive benefits, then Executive must waive Executive’s rights to such other benefits to receive benefits under this Agreement.

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10.1

Matters Subject to Arbitration or Judicial Enforcement. Any claim, dispute or controversy arising out of this Agreement, the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of the American Arbitration Association; provided, however, that (1) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon the Executive or any third party; and (2) this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’s intellectual property or breach of Executive’s obligations under Sections 8 and 9 of this Agreement. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

10.2	Site of Arbitration. The site of the arbitration proceeding shall be in Virginia.

10.3

Legal Fees and Expenses. The Company shall reimburse the Executive for all reasonable legal fees and expenses that Executive incurs in connection with Executive’s prosecution or defense of any breach of this Agreement unless Executive does not substantially prevail. Executive shall reimburse the Company for all reasonable legal fees and expenses that the Company incurs in connection with the Company’s prosecution or defense of any breach of this Agreement unless the Company does not substantially prevail.

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(i) if to the Company:	VeriSign, Inc.

12.1

Heirs and Representatives of the Executive; Successors and Assigns of the Company. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Company. The Company agrees that in connection with any Change-in-Control, it will cause any Successor unconditionally to assume by written instrument delivered to Executive (or Executive’s beneficiary), all of the obligations of the Company hereunder.

12.2

No Assignment of Rights. The interest of the Executive in this Agreement or in any distribution to be made under this Agreement may not be assigned, pledged, alienated, anticipated, or otherwise encumbered (either at law or in equity) and shall not be subject to attachment, bankruptcy, garnishment, levy, execution, or other legal or equitable process. Any act in violation of this Section 12.2 shall be void.

12.3

Amendment; Waiver. Any provision of this Agreement may be modified or amended in the sole discretion of a majority of the Board; provided however that any modification or amendment detrimental to Executive shall not be effective if consummation of a Change-in-Control occurs within one year after the date of adoption of such modification or amendment. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

12.4	Entire Agreement. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein (whether oral or written and whether express or implied) and expressly supersedes any existing agreement or understanding providing for any change control, severance, termination or similar benefits by and between the Executive and the Company.

12.5	Withholding Taxes; Section 409A. All payments made under this Agreement shall be subject to reduction to reflect all federal, state, local and other taxes required to be withheld by applicable law. Notwithstanding any provision in

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12.6	Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

12.7	Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Virginia, without regard to where the Executive has Executive’s residence or principal office or where Executive performs Executive’s duties hereunder.

12.8	Effective Date; Term of Agreement.

12.8.1	Effective Date. The “Effective Date” of this Agreement is ______, 2011.

12.8.2

Term of Agreement. This Agreement shall commence on the Effective Date and shall have an initial term that shall extend until August 24, 2012. Thereafter, this Agreement shall be extended automatically without further action as of August 24, 2012 and on each anniversary thereafter, for terms of one year unless at least ninety (90) days prior to any such date the Board shall notify Executive in writing of such non-renewal, such notice of non-renewal to be provided by the Board to the Executive at least ninety (90) days before the end of the then current term. If the written notice of non-renewal is not provided by the Board to the Executive before the last ninety (90) days of a term then the Agreement will not terminate until the end of the immediately subsequent term. Any termination of this Agreement shall not be effective if consummation of a Change-in-Control occurs within one year after such requested Agreement termination date. Notwithstanding the foregoing, following the occurrence of a Change-in-Control this Agreement shall terminate only at such time as all of the parties’ respective obligations under this Agreement have been discharged.

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1.	GENERAL RELEASE AND WAIVER OF CLAIMS.

(a)

The payments set forth in the Change-in-Control and Retention Agreement fully satisfy any and all accrued salary, vacation pay, bonus and commission pay, stock-based compensation, profit sharing, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your termination of employment. You acknowledge that you have no claims and have not filed any claims against the Company based on your employment with or the separation of your employment with the Company.

(b)

To the fullest extent permitted by law, you hereby release and forever discharge the Company, its successors, subsidiaries and affiliates, directors, shareholders, current and former officers, agents and employees (all of whom are collectively referred to as “Releasees”) from any and all existing claims, demands, causes of action, damages and liabilities, known or unknown, that you ever had, now have or may claim to have had arising out of or relating in any way to your employment or non-employment with the Company through the Effective Date of this Agreement (as defined in Section 10), including, without limitation, claims based on any oral, written or implied employment agreement, claims for wages, bonuses, commissions, stock-based compensation, expense reimbursement, and any claims that the terms of your employment with the Company, or the circumstances of your separation, were wrongful, in breach of any obligation of the Company or in violation of any of your rights, contractual, statutory or otherwise. Each of the Releasees is intended to be a third party beneficiary of this General Release and Waiver of Claims.

(i)	Release of Statutory and Common Law Claims. Such rights include, but are not limited to, your rights under the following federal and state statutes: the Employee Retirement Income Security Act (ERISA) (regarding employee benefits); the Occupational Safety and Health Act (safety matters); the Family and Medical Leave Act of 1993; the Worker Adjustment and

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(ii)

Release of Discrimination Claims. You understand that various federal, state and local laws prohibit age, sex, race, disability, benefits, pension, health and other forms of discrimination, harassment and retaliation, and that these laws can be enforced through the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, and similar state and local agencies and federal and state courts. You understand that if you believe your treatment by the Company violated any laws, you have the right to consult with these agencies and to file a charge with them. Instead, you have decided voluntarily to enter into this Agreement, release the claims and waive the right to recover any amounts to which you may have been entitled under such laws, including but not limited to, any claims you may have based on age or under the Age Discrimination in Employment Act of 1967 (ADEA; 29 U.S.C. Section 621 et. seq.) (age); the Older Workers Benefit Protection Act (OWBPA) (age); Title VII of the Civil Rights Act of 1964 (race, color, religion, national origin or sex); the 1991 Civil Rights Act; the Vocational Rehabilitation Act of 1973 (disability); The Americans with Disabilities Act of 1990 (disability); 42 U.S.C. Section 1981, 1986 and 1988 (race); the Equal Pay Act of 1963 (prohibits pay differentials based on sex); the Immigration Reform and Control Act of 1986; Executive Order 11246 (race, color, religion, sex or national origin); Executive Order 11141 (age); Vietnam Era Veterans Readjustment Assistance Act of 1974 (Vietnam era veterans and disabled veterans); and Virginia state statutes and local laws of similar effect.

(iii)	Releasees and you do not intend to release claims which you may not release as a matter of law (including, but not limited to, indemnification claims under applicable law). To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth below.

2.	Covenant Not to Sue.

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(a)

To the fullest extent permitted by law, you agree that you will not now or at any time in the future pursue any charge, claim, or action of any kind, nature and character whatsoever against any of the Releasees, or cause or knowingly permit any such charge, claim or action to be pursued, in any federal, state or municipal court, administrative agency, arbitral forum, or other tribunal, arising out of any of the matters covered by Section 1 above.

(b)	You further agree that you will not pursue, join, participate, encourage, or directly or indirectly assist in the pursuit of any legal claims against the Releasees, whether the claims are brought on your own behalf or on behalf of any other person or entity.

(c)	Nothing herein prohibits you from: (1) providing truthful testimony in response to a subpoena or other compulsory legal process, and/or (2) filing a charge or complaint with a government agency such as the Equal Employment Opportunity Commission, the National Labor Relations Board or applicable state anti-discrimination agency.

3.

Arbitration of Disputes. Except for claims for injunctive relief arising out of a breach of the Confidentiality Agreement, you and the Company agree to submit to mandatory binding arbitration any disputes between you and the Company arising out of or relating to this Agreement. You agree that the American Arbitration Association will administer any such arbitration(s) under its National Rules for the Resolution of Employment Disputes, with administrative and arbitrator’s fees to be borne by the Company. The arbitrator shall issue a written arbitration decision stating his or her essential findings and conclusions upon which the award is based. The parties agree that the arbitration award shall be enforceable in any court having jurisdiction to enforce this Agreement. This Agreement does not extend or waive any statutes of limitations or other provisions of law that specify the time within which a claim must be brought. Notwithstanding the foregoing, each party retains the right to seek preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo or prevent irreparable injury before a matter can be heard in arbitration.

4.

Review of Agreement. You may take up to twenty-one (21) days from the date you receive this Agreement, to consider whether to sign this Agreement. By signing below, you affirm that you were advised to consult with an attorney before signing this Agreement and were given ample opportunity to do so. You understand that this Agreement will not become effective until you return the original of this Agreement, properly signed by you, to the Company, Attention: General Counsel, and after expiration of the revocation period without revocation by you.

5.	Revocation of Agreement. You acknowledge and understand that you may revoke this Agreement by sending a written notice of revocation to Attention: General Counsel, VeriSign,Inc, 21355 Ridgetop Circle, Dulles, VA 20166, any

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6.

Entire Agreement. This Agreement and the Change-in-Control and Retention Agreement are the entire agreement between you and the Company with respect to the subject matter herein and supersede all prior negotiations and agreements, whether written or oral, relating to this subject matter. You acknowledge that neither the Company nor its agents or attorneys, made any promise or representation, express or implied, written or oral, not contained in this Agreement to induce you to execute this Agreement. You acknowledge that you have signed this Agreement voluntarily and without coercion, relying only on such promises, representations and warranties as are contained in this document and understand that you do not waive any right or claim that may arise after the date this Agreement becomes effective.

7.	Modification. By signing below, you acknowledge your understanding that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by your and the Company’s authorized representatives.

8.	Governing Law. This Agreement is governed by, and is to be interpreted according to, the laws of the State of Virginia.

9.

Savings and Severability Clause. Should any court, arbitrator or government agency of competent jurisdiction declare or determine any of the provisions of this Agreement to be illegal, invalid or unenforceable, the remaining parts, terms or provisions shall not be affected thereby and shall remain legal, valid and enforceable. Further, if a court, arbitrator or agency concludes that any claim under Section 1 above may not be released as a matter of law, the General Release in Section 1 shall otherwise remain effective as to any and all other claims.

10.	Effective Date. The effective date of this Agreement shall be the eighth day following the date this Agreement was signed, without having been revoked within seven (7) days thereafter, by you.

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•	Manager: $25,000 maximum plus vendor file fee (or lump sum amount, less applicable taxes)

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•	Transportation: Round trip air transportation (over Saturday) or mileage reimbursement according to the VeriSign Travel Policy for the employee and his /her spouse.

•	Lodging: During this trip, the employee will be reimbursed the hotel (room and tax only) for a reasonable accommodation.

•	Transportation: A rental car for a maximum of 3 days will be reimbursed to the employee.

•	Meals: Reasonable and actual meal costs up to a maximum of $30.00 per day per adult will be reimbursed by VeriSign.

•	Dependent Care: No provision is made for childcare or elder care while the employee and spouse are on a house-hunting trip.

•	House-Hunting Services in the New Location: The Company will select and provide the services of a relocation professional in the new location to assist the employee in the selection of a home purchase or rental housing.

•	Reimbursement of Funds: All reimbursement of approved funds will be made by submitting an expense report to the Relocation Specialist.

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•	Surface Shipment: This shipment is for the household goods that will be transferred to the new location. A maximum amount of 12,000 pounds will be transferred.

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Insurance Coverage: VeriSign will provide full replacement value insurance coverage on the employee’s household goods that are transferred. A maximum valuation of $150,000.00 USD will be paid by VeriSign. The employee will be expected to provide a detailed inventory to the moving company BEFORE the shipments are removed from the old location residence. Shipments will not leave the old location until the insurance forms are completed.

•	Automobiles: If an automobile is transferred to the new location, it will be included with the shipment allowance and shipped with the household goods OR transported by car carrier, whichever is most cost effective.

•	Selection One: Transportation to new location/Driving: If the transfer is under 350 miles,

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•	Selection Two: Transportation to new location/Air: One way airline tickets will be authorized for the employee and approved family members according to the VeriSign Travel Policy for this flight. One domestic pet air transportation will be paid by VeriSign. All other charges related to the transfer of this pet will be borne by the employee.

•	Pets: If the family has domestic pets (dogs and/or cats) a total of one domestic pet will be transferred to the new location. Air transportation will be paid. No other expenses related to the transfer of this pet will be covered by VeriSign.

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•	Homeowner Leaves Primary Residence Vacant: The employee does not choose to sell the property or have renters in the property. The employee should review insurance requirements and tax implications for this selection. No VeriSign benefits are offered.

•	Homeowner Rents Out Primary Residence: The employee does not choose to sell the property. The employee should review insurance requirements and tax implications for this selection. No VeriSign benefits are offered.

•	Homeowner Sells Primary Residence: The employee chooses to sell the primary residence.

a.

a lump-sum cash payment in a gross amount equal to: (i) your pro-rata Base Salary for the period starting on the first day after your Termination Date and ending on June 30, 2013; plus (ii) a bonus equal to 60% of your Base Salary. This cash payment will be subject to all applicable withholdings and deductions and will be payable within thirty (30) days after the expiration of the revocation period set forth in the Release Agreement (as defined below) or March 15, 2013, whichever is earlier; provided, however, that you timely signed and returned the Release Agreement and did not revoke your acceptance; and

b.	accelerated vesting of 25% of the time-vested restricted stock unit award and 25% of the performance-based restricted stock unit award (assuming target achievement of performance measures), to be granted to you effective upon commencement of your employment with the Company as outlined in your offer letter dated April 13, 2012.

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a.

your timely execution and non-revocation of a separation agreement and general release that, among other things, releases all claims arising out of or relating to your employment and the termination of your employment and contains non-competition, covenant not to sue, non-disparagement, and confidentiality provisions (the “Release Agreement”). Such Release Agreement, which shall be made in a form satisfactory to the Company, will be provided to you on or within seven (7) days after your Termination Date; and

b.	your timely execution of an amendment to the equity award agreements under which your restricted stock units were granted to allow for the above equity acceleration in the form provided by Verisign. Such amendment must be executed and returned on or before your Termination Date.

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