Exhibit
10.1
E NTRUST (E UROPE ) L TD
C ONTRACT OF E MPLOYMENT
T HIS C ONTRACT IS MADE ON :
This document sets out your terms
and conditions of employment and contains the written particulars
required by Part 1 of the Employment Rights Act 1996.
Together with those policy and
procedures set out in the staff handbook and any HR/Company
Intranet which are specifically incorporated, this document
constitutes the contract of employment between you the employee
whose name and address is stated in Schedule One AND Entrust
(Europe) Ltd whose registered office is at Carmelite 50 Victoria
Embankment London E4Y 0DX.
C ONTINUOUS E MPLOYMENT
Your employment commenced on the
date set out in Schedule One .
No other previous employment counts
as continuous employment for any statutory purposes.
J OB T
ITLE / D UTIES
The title of your job and a summary
of your main duties are set out in Schedule One .
Entrust reserves the right to change
your job description and may require you to carry out different
and/or additional duties under this contract.
A UTOMATIC T ERMINATION
This contract will automatically
terminate at the end of the month when you attain the age of 65
years, however, with agreement of both parties, the automatic
termination age may be extended.
H OURS OF W ORK
You will work the basic hours set
out in Schedule Two .
You may be occasionally required to
do additional work from time to time in order to meet the full
requirements of your job and the business.
You are not entitled to receive
payment for overtime as a right under this contract.
P LACE OF W ORK
You will normally be based at
Entrust’s premises at Apex Plaza (B2), Forbury Road, Reading
Berkshire RG1 1AX.
You may be required to be work at
any other premises at which Entrust carries on its business now or
in the future.
You may also travel to such places
(whether within or outside the UK) as Entrust requires you to in
the performance of your duties.
S ALARY
Your salary will be paid monthly in
arrears at the rate set out in Schedule Three . Entrust
reserves the right to reduce your wages if your duties change as a
result of your incapacity to perform your duties or to suspend
payment of wages if you are suspended from duty by
Entrust.
Your salary will be reviewed
annually at the Company’s absolute discretion.
P ROBATION P ERIOD
Your initial employment with Entrust
will be on the basis of a three (3) month probation period.
During this time you must give one week’s prior written
notice to terminate the contract. In any case deemed appropriate by
Entrust this probation period may be extended and in any such case
you will be notified in writing. If you are not considered suitable
for your job by Entrust or if for any other reason your continued
employment is not required this contract will terminate at the end
of the probation period or at the expiry of any notice given during
the probation period or in the event of your employment being
terminated without notice during the probation period.
B ONUS /
C OMMISSION
Employees who are not participants
in the Sales Commission Programme will be eligible to participate
in the Company’s Bonus Scheme. Your potential additional
earnings are as specified in Schedule Four and are paid
entirely at the discretion of Entrust. Bonuses paid will reflect
the company’s performance and how Entrust assesses your
contribution to the success of the company during the preceding
period.
Employees eligible to participate in
the Sales Commission programme should refer to Schedule Four
.
Bonuses/Commission paid will be
non-pensionable.
E XPENSES
You may incur reasonable business
expenses on Entrust’s behalf only when expressly authorised
to do so. Please refer to Entrust’s expense policy for
further details. Reimbursement will only be made if you submit a
claim form and supporting receipts (including if applicable a VAT
receipt). Expenses should be submitted on a weekly basis and
payment will normally be made to your bank account by electronic
transfer normally within 10 working days of Finance receiving the
approved form.
D EDUCTIONS FROM P AY
If at any time during or on
termination of your employment it is the opinion of Entrust that
you owe money to the company you agree and authorise Entrust to
deduct the sum or sums owed from any payment due to you from
Entrust whether by salary or payment of any other kind.
For example this will cover
deductions from your salary of overpayments, expenses, loans,
damage caused by you and any other money due from you to
Entrust.
H OLIDAYS
The holiday year runs from
1 January to 31 December. You are entitled to take paid
holidays as set out in Schedule Five . Your manager must
agree holidays and you should apply for holidays at least two weeks
prior to the first day of leave. With agreement of your manager,
you can carry forward up to five (5) days to the next year;
however, these days must be exhausted by 30 June of the
following year.
During the holiday year in which
your employment commences you will be entitled to paid holiday
during that year on a pro-rata basis.
During a holiday year in which your
employment is terminated you will be paid on termination for any
untaken part of your entitlement to paid holiday calculated on a
pro-rata basis for service in that year. If you have taken more
than your proportionate entitlement to paid holiday when you leave
Entrust will deduct the amount of pay for the holiday from your
salary on termination.
Your holiday entitlement under this
contract includes any entitlement to paid annual leave that you
have under The Working Time Regulations 1998.
As well as your holiday entitlement
you will normally not be required to work on the UK Bank or Public
holidays and you will be paid for them when you would have
otherwise been required to work on that day.
S ICK P AY A RRANGEMENTS
If you are absent from work on
account of sickness or injury, you or someone on your behalf should
inform the Company of the reason for absence by 9.30am on the day
of which absence first occurs
If your absence lasts seven or fewer
calendar days you need not produce a medical certificate unless you
are specifically requested to do so. You must however complete the
Company’s self-certification form immediately you return to
work after such absence.
If your absence lasts more than
seven calendar days you must on the eighth calendar day of absence
provide a Medical Certificate stating the reason for absence and
thereafter provide a like Certificate each week to cover any
subsequent period of absence.
Entrust reserves the right to ask
you at any stage of absence to produce a Medical Certificate and/or
to undergo a medical examination. The cost of which will be borne
by the company.
You will be paid your normal basic
remuneration less the amount of any statutory sick pay or Social
Security sickness benefit to which you may be entitled in
accordance with the schedule set out below. Company sick pay is at
the Company’s absolute discretion.
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No. of Years of Continuous
Service
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No. Days Absent p.a.
(Jan to Dec)
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Salary Paid
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Up to 1
complete years
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up to 20
days
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Full
salary
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of
service
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20 to 65
days
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Half
salary
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65 days and
over
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SSP
only
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Between 1 and
5
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up to 40
days
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Full
salary
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complete
years
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40 to 65
days
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Half
salary
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65 days
over
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SSP
only
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over 5 complete
years
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up to 65
days
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Full
salary
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65 days and
over
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SSP
only
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N OTICE
Should you or Entrust want to
terminate your employment written notice of termination must be
given as follows (unless otherwise specified in Schedule
Four ):
Both you and Entrust must give the
other notice, in writing, of four weeks(the “ Notice
Period ”). After you have completed 5 years continuous
employment with Entrust the notice which you will be given will
increase to 5 weeks and then with each further year of continuous
employment which you complete your notice entitlement will increase
by 1 week up to a maximum of 12 weeks (after you complete 12 years
continuous employment). It will then remain at 12 weeks until the
end of the contract.
You must provide Entrust with
written notice of termination of one (1) month after the end
of your probation period however long you then remain
employed.
Notice to you will be deemed to have
been given if handed to you or sent by Recorded Delivery to your
last notified address known to Entrust. Notice by you must be given
to your manager or sent by recorded delivery to HR Department,
Entrust (Europe) Ltd, Apex Plaza (B2), Forbury Road, Reading
Berkshire RG1 1AX.
On termination of your employment
(by you or by Entrust) Entrust may either:
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a)
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require you to
work throughout your Notice Period, or
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b)
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require you to
stay away from your place of work throughout your notice period (on
“garden leave”)
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During the Notice Period you will be
eligible to receive your base salary; however, if you are not
actively employed during the Notice Period you will
not be eligible to receive any sales
commissions (except to the extent that such sales commissions have
accrued as payable prior to the date of such notice pursuant to the
terms of the relevant sales compensation plan), bonuses, new stock
option or other new equity grants, salary increases, or continued
accrual of sick leave during the Notice Period;
Any currently held stock options or
other equity in Entrust, Inc. will continue to vest during the
Notice Period in accordance with the terms of the applicable award
agreement(s).
Salary payments during the Notice
Period will be made less appropriate deductions and withholdings
and will be paid in according with Entrust’s normal payroll
practices;
The continuation of any benefits
during the Notice Period will be subject to the terms and
conditions of each applicable controlling plan, program, or policy
in effect prior to the delivery of such notice.
If at the time that you receive
notice that your employment is ending with Entrust you sign and
return a standard Compromise Agreement and release provided to you
by Entrust, then Entrust will extend the Notice Period by an
additional twenty four (24) weeks (“Enhanced Notice
Period”). For greater certainty, if your employment is
terminated by Entrust and you decline to sign and return
Entrust’s then-standard Compromise Agreement within fourteen
(14) days from the date of your receipt of such Compromise
Agreement, then the Notice Period will as be calculated as set
forth above in the second paragraph of this section entitled
“Notice”, and such Enhanced Notice Period shall not be
available to you.
You agree that if at any time during
the Notice Period Entrust reasonably determines that you have
violated the terms of this agreement, Entrust reserves its right to
enforce the Disciplinary Procedure and/ or halt any further
payments of salary thereafter, in addition to all other rights and
remedies available at law.
Entrust may also dismiss you without
notice or payment in lieu of notice in cases of gross
miscon