EXHIBIT 10.3
ENTRUST, INC.
Restricted Stock Unit Award
Agreement
Granted Under the 2006 Stock
Incentive Plan
1) Grant of Restricted Stock
Unit . This agreement evidences the grant by Entrust, Inc., a
Maryland corporation (the “Company”), on the issue
date to participant (see summary above) (“Grant
Date”) to an employee of the Company (the
“Participant”), of a restricted stock unit
(“Restricted Stock Unit”), on the terms provided herein
and in the Company’s 2006 Stock Incentive Plan (the
“Plan”), for the total quantity (see summary
above) shares of common stock, $0.01 par value, of the Company
(“Common Stock”) (the “Shares”) at $0.00
per Share. In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Award
Agreement, the terms and conditions of the Plan shall prevail.
Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Award
Agreement.
2) Vesting Schedule . [INSERT
VESTING INFORMATION].
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 misappropriation, embezzlement, intentional fraud, or
similar conduct involving the Company, (iv) conviction or a
plea of nolo contendere or the equivalent to a felony,
(v) failure to comply with all material applicable laws and
regulations in performing your duties and responsibilities for the
Company and (vi) abuse of alcohol or of any controlled
substance.
3) Earning of Restricted Stock
Units . Each Restricted Stock Unit has a value equal to the
Fair Market Value of a Share on the date it becomes vested. Unless
and until the Restricted Stock Units will have vested, the
Participant will have no right to payment of any such Restricted
Stock Units. Prior to actual payment of any vested Restricted Stock
Units, such Restricted Stock Units will represent an unsecured
obligation of the Company, payable (if at all) only from the
general assets of the Company.
Notwithstanding any contrary
provision of this Agreement, if Participant ceases to be a Service
Provider for any or no reason, the then-unvested Restricted Stock
Units (after taking into any accelerated vesting that may occur as
the result of any such termination) awarded by this Agreement will
thereupon be forfeited at no cost to the Company and the
Participant will have no further rights thereunder.
Any Restricted Stock Units that
vest in accordance with Section 2 will be paid to the
Participant (or in the event of the Participant’s death, to
his or her estate) in whole Shares, provided that to the extent
determined appropriate by the Company in its discretion, any
federal, state and local withholding taxes with respect to such
Restricted Stock Units will be paid by reducing the number of
Shares actually paid to the Participant.
Any distribution or delivery to
be made to the Participant under this Agreement will, if the
Participant is then deceased, be made to the Participant’s
designated beneficiary, or if no beneficiary survives the
Participant, the administrator or executor of the
Participant’s estate. Any such transferee must furnish the
Company with (a) written notice of his
