EXHIBIT 10.1
ENTRUST, INC.
Officer
Non-Statutory Stock Option
Agreement
Granted Under the 2006 Stock
Incentive Plan
This agreement evidences the grant
by Entrust, Inc., a Maryland corporation (the
“Company”), on the issue date to participant (see
summary above) to an employee of the Company (the
“Participant”), of an option to purchase, in whole or
in part, on the terms provided herein and in the Company’s
2006 Stock Incentive Plan (the “Plan”), the total
quantity (see summary above) of shares of common stock, $0.01
par value, of the Company (“Common Stock”) (the
“Shares”) at the grant price (see summary above
per Share. Unless earlier terminated, this option shall expire on
the seventh anniversary of the date of grant (the “Final
Exercise Date”). It is intended that the option evidenced by
this agreement shall not be an incentive stock option as
defined in Section 422 of the United States Internal Revenue
Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”). Except as otherwise indicated
by the context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
(a) Regular Vesting . [INSERT
VESTING INFORMATION]. This option shall expire upon, and will not
be exercisable after, the Final Exercise Date.
(b) Cumulative Exercise . The
right of exercise shall be cumulative so that if the option is not
exercised to the maximum extent permissible, it shall continue to
be exercisable, in whole or in part, with respect to all shares for
which it is vested which were not so purchased, at any time prior
to the Final Exercise Date or the earlier termination of this
option.
(c) Accelerated vesting. If,
within 12 months after an Acquisition Event (as defined in the
Plan), (a) the Participant is terminated by the Company
without “Cause;” or (b) if the Participant has an
employment agreement or severance or change in control agreement
with the Company or an affiliate of the Company, (x) there is
a termination by the Participant for “Good Reason” (as
defined in the applicable agreement) or (y) the
Participant’s employment is terminated by means of
“Constructive Dismissal,” or “Constructive
Discharge,” as applicable (as such applicable term may be
defined in the applicable agreement), then the vesting schedule of
this option shall be accelerated so that all of the number of
shares which would otherwise have first become exercisable on any
vesting date scheduled to occur on or after the date of
such termination shall become vested immediately prior to
such termination. For this purpose “Cause”
shall mean the following (unless the employee has an employment or
severance or change in control agreement in which case the
definition of “Cause” (if included in such agreement)
from such agreement will apply): (i) willful misconduct or
gross negligence in carrying out your assigned duties,
(ii) knowing violation of any reasonable rule, direction or
policy of the Company, its President, or its Board, (iii) any
act of misapprop
