EXHIBIT 10.2
ENTRUST, INC.
AMENDMENT TO EXECUTIVE SEVERANCE
AGREEMENT
This amendment (the "Amendment") is
made by and between Peter Bello (the "Executive”) and
Entrust, Inc., a Maryland corporation (the "company" and together
with the Executive hereinafter collectively referred to as the
"Parties") effective on the last date signed below.
WITNESSETH:
WHEREAS , the Parties previously entered into an
executive severance agreement, dated September 9, 2004 (the
"Agreement"); and
WHEREAS , the Parties wish to amend the Agreement, and
bring certain terms into documentary compliance with
Section 409A of the Internal Revenue Code and the final
regulations and other official guidance thereunder ("Section 409A")
so as to avoid the imposition of any additional tax under
Section 409A, as set forth below.
NOW, THEREFORE
, for good and valuable
consideration, Executive and the Company agree that the Agreement
is hereby amended as follows:
1. Timing of Release and
Payments . A new paragraph is hereby inserted into the
Agreement immediately following the second full paragraph on page 2
as follows:
"As noted in the preceding paragraph
your eligibility for receiving benefits under this Agreement is
contingent upon your timely signing a standard severance agreement
and release (the "Release"). The Release must effective within
sixty (60) days following your termination of employment or
such earlier period as required by the Release (the "Release
Deadline,'). If the Release does not become effective by the
Release Deadline, you will forfeit any rights to severance or other
benefits under this Agreement. To become effective, the Release
must be executed by you and any revocation periods (as required by
statute, regulation, or otherwise) must have expired without your
having revoked the Release. In addition, no severance will be paid
or provided until the Release actually becomes effective. Any
severance payment to which you are entitled that would otherwise
have been due and payable to you during the sixty (60) day
release period shall be paid by the company to you in cash and in
full on the sixty-first (61st) day following your employment
termination date or such later date as is required to avoid the
imposition of additional taxes under Internal Revenue Code
Section 409A. The first payment shall include all amounts that
would have been paid to you had payment commenced on the date you
terminated employment."
2. Code Section 409A .
The following new paragraphs are hereby inserted into the Agreement
immediately preceding the final full paragraph on page 2 as
follows:
"Notwithstanding anything to the
contrary in this Agreement, no Deferred Payments (as defined below)
shall be payable until you have a "separation from service" within
the meaning of
section 409A of the Internal Revenue code of
1986, as amended (the “Code") and the final regulations and
official guidance thereunder (together, "Section 409A”).
Similarly, no severance payable to you, if any, pursuant to this
Agreement that would otherwise be exempt from Section 409A
pursuant to Treasury Regulation 1.409A-1(b)(9) shall be payable
until you
