Exhibit 10.1
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, 2005, with JAN VALCKE (“
Executive ”); and
WHEREAS , the Company and Executive would like to amend
the Original Agreement to mirror the employment agreements of
similarly situated executives whose employment agreements were
amended 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
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 U.S. Internal
Revenue Code Section 409A), no payments will be made to
Executive during the first six months following his separation from
service date.
|
3.
|
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
