EXHIBIT 10.1
ENTRUST, INC.
AMENDMENT TO EMPLOYMENT
AGREEMENT
This amendment (the
“Amendment”) is made by and between William Conner (the
“Executive”) and Entrust, Inc., a Maryland corporation
(the “Company” and together with the Executive
hereinafter collectively referred to as the “Parties”)
on December 31, 2008.
WITNESSETH:
WHEREAS , the Parties previously entered into an
employment agreement, dated April 22, 2001 (the
“Agreement”); and
WHEREAS , the Parties wish to amend the Agreement, and
bring certain terms into documentary compliance with
Section 409A of the Internal Revenue Code and the final
regulations and other official guidance thereunder (“Section
409A”) so as to avoid the imposition of any additional tax
under Section 409A, as set forth below.
NOW, THEREFORE
, for good and valuable
consideration, Executive and the Company agree that the Agreement
is hereby amended as follows:
1. Bonus . Section 2(b)
of the Agreement is hereby amended to add the following new
sentence to the end thereof:
“Any annual
bonus under this Section 2(b) shall be paid no later than the
March 15 th of the year following the year
in which such annual bonus was earned.”
2. Code Section 409A . A
new Section 11 is hereby inserted into the Agreement to
provide as follows:
“11. Code
Section 409A .
(a)
Reimbursement
. To the extent that any
taxable reimbursements of expenses or in-kind benefits are provided
under this Agreement, they shall be made in accordance with
Section 409A, including, but not limited to the following
provisions:
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i)
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The amount of
any such expense reimbursement or in-kind benefit provided during
any one of Executive’s taxable years shall not affect any
expenses eligible for reimbursement in any other taxable
year;
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ii)
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The
reimbursement of the eligible expense shall be made no later than
the last day of the Executive ’s taxable year that
immediately follows the taxable year in which the expense was
incurred; and
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iii)
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The right to
any reimbursement shall not be subject to liquidation or exchange
for another benefit or payment.
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(b) Deferred Payments.
Notwithstanding anything to the contrary in this Agreement, no
Deferred Payments (as defined below) shall be payable until
Executive has a “separation from service” within the
meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and the final regulations and
official guidance thereunder (together, “Section
409A”). Similarly, no severance payable to Executive, if any,
pursuant to this Agreement that would otherwise be exempt from
Section 409A pursuant to Treasury Regulation 1.409A-1(b)(9)
shall be payable until Executive has a “separation from
service” within the meaning of Section 409A.
(c) Timing of Deferred
Payments. Further, if Executive is a “specified
employee” within the meaning of Section 409A at the time
of Executive’s separation from service (other than due to
death), and the severance payments and benefits payable to
Executive, if any, purs
