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Exhibit 10.4
VASCO DATA SECURITY INTERNATIONAL, INC.
EMPLOYMENT AGREEMENT AMENDMENT
WHEREAS , VASCO Data Security International, Inc. a Delaware
corporation (the " Company ") entered into an Employment
Agreement (the " Original Agreement "), dated
November 20, 2002, with T. KENDALL HUNT (" Executive
"); and
WHEREAS , the Company and Executive would like to amend
the Original Agreement to comply with applicable provisions of
Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE , Executive and the Company hereby agree
to amend the Original Agreement, effective December 31, 2008
(the " Effective Date "), as follows:
1. Section 4(b) of the Original Agreement is revised
by adding the following sentence at the end thereof:
Any such incentive compensation shall be paid to Executive in
accordance with the terms of the governing incentive plan
document.
2. Section 6(d) of the Original Agreement is revised
by adding the following new paragraph at the end thereof:
For purposes of payments to Executive under this Agreement after
an involuntary termination of employment or termination for Good
Reason, Executive must have incurred a separation from service, as
such term is defined under Section 409A of the Code (as
defined in Section 8).
3. Section 6 of the Original Agreement is revised by
adding the following new subsection (e) at the end
thereof:
(e) Payments to Executive as a Specified Employee. In the event
of any payments to Executive after a termination of employment, as
described in sections (a)(iii) and (b)(ii) above and in
Section 7 while Executive is a "specified employee" (as
defined in Code Section 409A), no payments will be made to
Executive during the first six months following his separation from
service date.
4. Section 7(a) of the Original Agreement is revised
by substituting the following therefor:
(a) For purposes hereof, a "Section 7 Termination" will have
occurred if Executive’s employment is terminated by the
Company other than for Cause or by Executive for Good Reason (as
defined in Section 6(b)(ii)) within two years following the
occurrence of a Change in C
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