Employment Agreement - Entrust Technologies Inc. and Michele Axelson
ENTRUST TECHNOLOGIES
July 2, 1998
Michele Axelson
2366 Gamay Common
Livermore, CA 94550
Dear Michele,
We are pleased to confirm our offer to you for the position of Senior Vice
President, Finance and Business Development and Chief Financial Officer with
Entrust Technologies Inc. (the "Company") reporting to John Ryan, President and
Chief Executive Officer. Your start date will be May 20, 1998. Your salary, on
an annualized basis, will be $150,000 US, which will be paid biweekly.
As an alternative to Entrust's incentive award plan, you shall be provided with
a loan in the amount of $375,000, the terms of which shall be mutually agreed,
as evidenced by a promissory note. This loan and related interest will be
repaid annually, in incremental measures over four years, with the first year's
payment calculated on a pro-rata basis. Entrust may also forgive the loan and
interest repayment. Eligibility for forgiveness of the loan will be based on
each successive year of successful performance of your CFO and business
development responsibilities, as deemed by the CEO, beginning with February 15,
1999. Should your employment with Entrust be terminated before the full amount
is forgiven, any remaining balance of the loan and outstanding interest shall be
deducted from your final paycheck with any remainder payable within 90 days of
termination unless specifically extended by a separate written agreement
approved by the Board of Directors.
You are also eligible for a signing bonus of $25,000, payable 50% when
employment begins and 50% on September 11, 1998.
Additionally, you will be awarded incentive stock options to purchase 75,000
shares of series A common stock of Entrust with an exercise price to be the
lower of $48.30 per share or the strike price at the time of public offering.
If you are terminated from the position of Chief Financial Officer within one
year of an Acquisition Event (as defined in the 1996 Stock Incentive Plan), and
this termination is not by reason of your disability, retirement, death,
resignation or a for cause termination, 50% of your unvested stock options will
vest immediately as of the date the CFO duties are reassigned.
Benefits, payroll, and other human resource management services are provided
through TriNet Employer Group, Inc. TriNet is an employer services organization
contracted by the Company to perform selected employer responsibilities on our
behalf. As a result of the Company's arrangement with TriNet, TriNet will be
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considered your employer of record for payroll, benefits, and other functions
involving employer related administration, including your new hire enrollment
processing. However, as Entrust is the company for which you will perform
service, we will retain the right to control and direct your work, its results,
and the manner and means by which your work is accomplished.
A summary of the benefit plan is enclosed. TriNet will be sending you a package
that includes more complete benefit information along with certain forms that
are required for employment.
With the exception of the provision for at will employment described below,
Entrust Technologies Inc. and/or TriNet may modify, revoke, suspend or terminate
any of the terms, plans, policies and/or procedures described in the employee
handbook or as otherwise communicated to you, in whole or part, at any time,
with or without notice, and Entrust Technologies Inc. may change or terminate
the TriNet relationship at any time.
As with all employees, your employment with the Company is at will. This means
that your terms and conditions of employment, including but not limited to
termination, demotion, promotion, transfer, compensation, benefits, duties and
location of work may be changed with or without cause, for any or no reason, and
with or without notice. Your status as an at-will employee cannot be changed by
any statement, promise, policy, course of conduct, in writing or manual unless
except through a written agreement signed by the CEO of the company.
This employment at will offer is contingent upon the following:
. Your signing the following agreements and returning with your offer
letter: Entrust's Conflict of Interest and Intellectual Property and
Confidentiality. By accepting this offer of employment at will, you also
agree to any terms and conditions contained in those documents as written.
(included with this letter)
. Your completing the employment application (included in TriNet package)
. Your ability to provide documentation to establish your identity and
eligibility for employment as required under the Immigration Reform and
Control Act of 1986. Please review the enclosed "List of Acceptable
Documents", and provide the appropriate ones to your manager on your first
day of employment. (included in TriNet package)
. Your satisfactory completion of our pre-employment background
investigation. The authorization form should be completed and faxed, within
two business days, to Tina Trenkamp at 510/352-6480. Upon your request, we
will identify any consumer reporting agency involved in this process so
that you may, if
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you wish, seek access to its records as provided under the relevant
statute. (included in TriNet package)
. Your taking, and receiving a negative result on, a drug screen designed to
detect the current use of illegal drugs. Included with the TriNet package
will be an information sheet describing the drug screen procedure and the
location of the lab or clinic closest to your home address. If you either
fail to take the test, or secure a positive result, you may not reapply for
a twelve month period.
We believe that your abilities and our needs are compatible and that your
acceptance of this offer will prove mutually beneficial. However, it is
understood and agreed that your employment is terminable at the will of either
party and is not an employment agreement for a year or any other specified term.
To accept and confirm your start date, or to decline this employment at will
offer, please contact me or Tracey Love at 972-994-8012 within five days of this
letter's date. Please sign and return the original offer letter along with all
other required documentation to Tracey on or before your first day of
employment.
Sincerely,
/s/ John A. Ryan
John A. Ryan
President
I have read, understood, and therefore, accept this offer of employment at will,
as set forth above, and will report on _______________ __.
Signature: /s/Michele L. Axelson Date: 7/3/98
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Upon your acceptance of this offer as set forth above, please provide or confirm
your social security number and date of birth. This will facilitate your
enrollment on our payroll and employee benefit programs.
SS#: _____________________
Date of Birth:_____________
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