VERISIGN, INC.

/s/    D. James Bidzos            

/s/    Mark D. McLaughlin

An acquisition of at least 35% of the common stock or voting power of VeriSign, Inc. by any person, entity or group;

During any 24 month period, incumbent directors at the beginning of the 24 month period (and directors elected or nominated by 2/3 vote of incumbent directors) cease to comprise a majority of the Board by the end of such 24 month period;

Consummation of a merger, reorganization, consolidation or similar transaction, or sale of all or substantially all of VeriSign’s assets, unless VeriSign’s voting stock represents more than 50% of the voting power of the surviving entity; or

A shareholder approval of a plan of liquidation of the Company

A CIC does not include any acquisition by employee benefit plans of the Company or its subsidiaries and it does not include sales made directly by the Company to any person or entity

The initial term of the Agreement shall expire on August 24, 2010.

Automatic 1 year extensions of term beginning at the end of the initial term, unless terminated by the VeriSign Board of Directors (the “Board”) at least 90 days before the expiration of the then current term.

2 years following a CIC, and

Up to 6 months before a CIC if the participant’s employment is terminated at the request of a third party in contemplation of a CIC and the CIC is effective within 6 months of the participant’s employment termination date.

The following two events (the “Double Trigger Events”) must occur to trigger eligibility for payment of benefits under the Agreement: (i) a CIC must occur; and (ii) within twenty-four months of the CIC the participant’s employment with VeriSign must be either terminated by VeriSign without Cause or the participant must voluntarily terminate his/her employment with VeriSign for Good Reason.

“Good Reason” means any one of the following: (i) a change in the participant’s authority, duties or responsibilities that is inconsistent in any material and adverse respect from the participant’s authority, duties and responsibilities immediately preceding the Change-in-Control; (ii) a reduction in base salary compared to participant’s base salary immediately preceding the Change-in-Control, except for an across-the-board reduction of not more than 10% of base salary applicable to all senior executives; (iii) a reduction in bonus opportunity of 5% or more, except for an across-the-board reduction applicable to all senior executives; (iv) a failure to provide long-term incentive opportunities that in the aggregate are at least comparable to the long-term incentives provided to other senior executives; (v) a reduction of at least 5% in aggregate benefits under employee benefit plans; or (vi) a relocation required by VeriSign of more than 40 miles from the recipient’s principal place of employment and which increases the participant’s commute by more than 10 miles; or (vi) the failure of the successor company to assume the CIC Agreement.

“Cause” means any one of the following: (i) willful and continued failure to substantially perform duties after written notice; (ii) conviction of (or plea of guilty or no contest to) a felony involving moral turpitude; (iii) willful misconduct or gross negligence resulting in material harm to VeriSign; or (iv) willful violation of VeriSign company policies resulting in material harm to VeriSign.

Exception to Double Trigger: If the consideration to be received by stockholders of the Company in connection with a Change-in-Control consists of substantially all cash, then 100% of all unvested and outstanding Equity Awards granted to participant prior to the Change-in-Control shall have their vesting and exercisability accelerated in full immediately prior to the Change-in-Control regardless of whether there is a Termination Upon Change-in-Control.

Pro rata target bonus for year of termination of employment

Lump sum payment equal to applicable multiple of sum of salary plus Bonus. Applicable multiple is 2X for CEO and 1X for all other participants. “X” refers to the salary plus Bonus. The “Bonus” is equal to the average of bonuses earned for the 3 prior fiscal years (or, if fewer, number of full fiscal years the participant was employed by VeriSign before the CIC, or the target bonus in the fiscal year of the termination if the participant was not eligible to receive a bonus from the Company during any of the prior 3 fiscal years).

Payment of the amounts listed above in this Section 6.1 shall be made within 60 days of the date on which the Double Trigger Events have both occurred, except that such payments are subject to a 6 month delay if required by Internal Revenue Code Section 409A deferred compensation rules.

Continuation of health benefits for the participant and eligible dependents for the number of years equal to the severance multiple (e.g., for two years for the CEO and for one year for all other participants), provided that such coverage of health benefits will cease if the participant becomes eligible for comparable benefits from a new employer. The period of time of continued health benefits is subject to being shortened if required by 409A rules.

To terminate the Agreement at the end of the then current term the Board must terminate the Agreement before the last 90 days of the then current term, otherwise the Agreement will not be terminated until the end of the subsequent term.

A termination of the Agreement will not be effective if the CIC occurs within one year of such termination.