Exhibit 10.5
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 January 1, 2003, with CLIFFORD K. BOWN
(“ Executive ”);
WHEREAS , the Company and Executive entered into a
letter agreement (the “ Letter ”), dated
February 26, 2007, to supplement the Original Agreement;
and
WHEREAS , the Company and Executive would like to amend
the Original Agreement and the Letter 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 and Letter, 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 Control of VASCO Data Security International, Inc. (the
“Parent Company”) or the Company. Any payments made due
to a Section 7 Termination must be on account of
Executive’s separation from service and
