PowerPoint Employee Presentation Materials

VeriSign’s Tender Offer

Offer to Adjust Stock Option Awards to Comply With US

Income Tax Requirements –

Section 409A

July, 2007

Exhibit 99.(a)(1)(v)

Purpose of this Presentation

Identify the current tax issue associated with your stock

options

Explain how VeriSign will assist you in addressing this

issue

Understand what you must do if you wish to take part in

VeriSign’s offer of assistance

Review your action steps

The Issue

VeriSign has determined that you hold stock options that

could have a negative tax impact to you as a result of

recent changes in the US tax law.

VeriSign has established a program that will allow you to

take action to eliminate the problem.

In certain situations under the program, VeriSign will

provide a payment to you to compensate for lost option

value.

If you don’t participate in this program, you may have

adverse tax consequences

Tax Law Change

Section 409A of the Internal Revenue Code was enacted

to address tax deferred compensation plans.

Stock options in a public company like VeriSign are

normally exempt from Section 409A if they are granted

with a fair market value exercise price.

However, certain options that you hold have been

determined to have been granted with an exercise price

lower than the fair market value on the actual grant date

(“Affected Options”).

As a result, these options are subject to the impact of

Section 409A

What Does This Mean?

If the Section 409A requirements are not met, the

compensation is subject to regular state and federal

income tax

vesting

(not

exercise),

plus

additional

20% federal tax, and for those in California an additional

20% California tax

Plus interest from the date of vesting

Options granted at a discount do not meet the Section

409A requirements

Thus the “spread”

in the option is taxed at vesting and

then is taxed annually until exercised

Only applies to options which vest after 2004

An Example

An employee received 1,000 options on December 30,

2003 when VeriSign was trading at $18

The options had an exercise price of $18

25% of the options vested after one year and the

remaining vested quarterly thereafter

It was later determined that the options were technically

granted on January 31, 2004 when VeriSign was trading

at $20

None of the options have been exercised

An Example Continued

None of these options are compliant with Section 409A

because they were deemed to be granted at a discount

However, the 250 options that vested on December 31, 2004

are exempt from Section 409A under the transition rules

The remaining options are subject to section 409A because

they vested after 2004

Therefore, the 750 options that vested in March 2005 and

later are taxed annually until exercised

Transition rules may delay the actual payment of those taxes

until 2007

Example Continued

Assume VeriSign shares were trading at $22 at December 31, 2005,

and $25 at December 31, 2006, and $30 on December 31, 2007

The participants would be taxed as follows:

+ In 2005: 250 x ($22 -

$18)

$1,000

+ In 2006: 250 x ($25 -

$22)

$750

250 x ($25 -

$18)

$1,750

+ In 2007: 250 x ($30 -

$25)

= $1,250

250 x ($30 -

$25)

$1,250

250 x ($30 -

$18)

$1,750

+ Total taxable benefit at 12/31/2007

$7,750

Opportunity to Fix your Affected Options

Under recently released guidance, the IRS permits employers and

employees to adjust the exercise price of outstanding options to

eliminate any grant date discount, and thus cure the Section 409A

problem

Does not apply to awards that have already been exercised

Affected Options exercised in 2005 are exempt under another

transition rule

Affected Options exercised in 2006 are subject to a different Section

409A resolution process which has previously been communicated

to applicable employees

The Offer

You have two choices

Agree to VeriSign’s offer to increase the exercise price

in your unexercised Affected Options to eliminate any

grant date discount, or

Do nothing

This choice is entirely up to you

In certain situations, you will also receive a cash bonus in

2008 to compensate you for the increase in the option’s

exercise price.

The Offer

VeriSign

will

adjust

the

Affected

Option’s

exercise

price

the

lower

of (i) the fair market value per share of VeriSign common stock on

the

actual

grant

date

that

option

(ii)

the

closing

selling

price

per

share of such common stock on the date on which the option is

amended.

Any lost spread will be replaced by a cash bonus to be paid in

2008 (cannot be paid in 2007 because of IRS requirements)

If the original

exercise price is equal to or greater than the VeriSign

selling price at the close of the Tender Offer, the option will be

replaced with an option that has the same vesting date and strike

price as the original option.

In this situation there will be no cash bonus because there is no

lost value

More on the Cash Payment

The cash bonus must be paid to you in 2008 because of

IRS requirements

The cash payment will not be grossed-up to compensate

you for the taxes you must pay on it

Why? Because you would have paid taxes on the option

spread anyway when you exercised this option

As a result, normal payroll taxes will be withheld on

the cash payment

Who is Eligible for the Offer?

Must hold Affected Options, which are:

Options granted under the 1998 Equity Incentive Plan and the

2001 Stock Incentive Plan.

Options granted at a discount that vested after 2004 and that are

outstanding at the close of the Tender Offer

Options granted with a fair market value per share on the date

which the option was actually granted that is higher than the

exercise price per share currently in effect

Current employees only

Must be an employee at the close of the Tender Offer

Must otherwise be subject to US income taxation on the options

Most foreign employees are not affected

Not a named Executive Officer

How do I Participate in the Offer?

For securities law reasons, VeriSign is providing this

opportunity to you via a Tender Offer

The full terms of this offer and the enrollment processes

are included in the Tender Offer which you should consult

The tender offer begins on July 10 and ends at 11:59 PM

Pacific time on August 6 –

no late submissions

You can select which of your Affected Options to tender

and can change the election up to the time it closes

Verisign will send confirmation of your election

If you do not elect to participate during this period you will

deemed not to be a participant in the Tender Offer

What Must I do on my Own Tax Return if I Accept the Offer?

For your

options

that

were

replaced

with

identical

options

under

the

Tender Offer, you need do nothing

The options are now Section 409A compliant and will be taxed under

the normal “tax at exercise”

regime

For your options whose exercise price was adjusted under the Tender

Offer

The options are now Section 409A compliant and will be taxed under

the normal “tax at exercise”

regime

The cash payment will be included in your 2008 W-2 and you must

pay tax on that amount through withholding (final declaration and

settlement of that tax will be on your 2008 Form 1040)

More on Taxes

What if I don’t accept the offer?

Income taxation annually until exercise

20% additional federal income tax on option spread

20% additional California income tax on option spread if you

are otherwise subject to California tax

Possibly other state taxes for non-California residents

Interest penalty on income amount

Under IRS transition rules, the Section 409A tax liability

attributable to vestings that took place prior to 2007 will be

reported on your 2007 W-2

Even though tax liability technically arose in 2005 and/or 2006

Example

Using the facts of the earlier example:

+ In 2005:

$1,000

+ In 2006:

$2,500

In 2007:

$4,250

+ Total

taxable benefit at 12/31/2007

$7,750

+ Federal Income Tax (35%):

$2,713

+ California Income Tax (8.84%):

$651

+ Medicare

Tax

(1.45%)

$112

+ Federal Section 409A Penalty Tax (20%):

$1,550

+ California Section 409A Penalty Tax (20%):

$1,550

+ Total Tax

$6,576

Assume employee is over the social security wage-base

Does not include interest

Specific Tax Impact to You

VeriSign cannot provide you with specific tax advice

VeriSign has established a hotline that allows you to ask

PwC questions relating to the impact of Section 409A on

your affected VeriSign options

This hotline can only address this specific Section 409A

issue and cannot address any other personal tax

consequences or investment advice

As a result, we strongly suggest that you consult your tax

advisor to determine how these rules apply to your

specific tax situation

Next Steps

Tax Questions can be directed to the PwC Hotline at

408-817-1207 if you are calling from California. Outside

of California, the number is 800-434-2234

Or, email your questions to 409-admin@verisign.com

PwC tax professionals will address specific question

relating to this Tender Offer and Section 409A

Circular 230

This presentation and underlying documents were not

intended or written to be used, and they cannot be used,

for the purpose of avoiding U.S. federal, state or local tax

penalties