Employment Agreement - Entrust Technologies Inc. and Brian O'Higgins
November 18, 1996
Personal and Strictly Confidential
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Brian O'Higgins
2 Constellation Crescent
Nepean, Ontario
Dear Mr. O'Higgins,
As you are aware, we intend to reorganize the Secure Networks business in Canada
and the U.S. into two subsidiaries. While it is anticipated that Entrust
Technologies Inc., the U.S. parent company (the "Parent"), will be a majority-
owned subsidiary of Nortel after the reorganization, there is no guarantee of
Nortel majority ownership in the future. The principal objective of the intended
reorganization is to unlock the market value of Secure Networks business by
creating a structure to achieve long-term, sustainable growth.
We are writing on behalf of Nortel to express its intent to cause Entrust
Technologies Limited, the Canadian subsidiary of Parent ("Entrust"), to offer
you the position of Executive Vice President, Technology, reporting to John Ryan
and initially located at the facility at 2 Constellation Crescent, Nepean,
Ontario.
This offer of employment is conditional upon the completion of certain
commercial arrangements relating to the intended reorganization and your
continued employment with Nortel until that date. You will be notified when
these arrangements are complete. It is anticipated that your employment with
Nortel would end in the month of December 1996, and your employment with Entrust
would commence thereafter.
Please note that any information relating to these commercial arrangements,
including this letter, is considered confidential and should not be disclosed to
anyone, other than your legal advisor, without express, prior authorization.
The principal elements of Entrust's offer are:
(Yen) Position Responsibilities
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The nature of the position and your key responsibilities will be substantially
the same as they are currently but may be supplemented by such other
responsibilities as may be assigned from time to time.
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(Yen) Base Salary
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Your initial Base Salary will be Cdn $130,000 per annum, paid bi-weekly. Your
compensation and job performance will be reviewed on a periodic basis having
regard to the compensation of others in the senior management of Parent and
Entrust. Parent's Board of Directors shall be responsible for determining your
compensation and any discretionary adjustments. Your compensation will be
reviewed on or before March 31, 1997.
(Yen) Annual Bonus
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Commencing January 1, 1997, you will be eligible to receive annually a
discretionary award. Your initial target award is twenty-five (25) percent of
your Base Salary, although Parent's Board of Directors may, in its discretion,
award more or less based on its assessment of the achievement of corporate and
individual goals.
(Yen) Stock Plan
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You will be eligible to participate in a stock incentive plan. A copy of the
Parent's draft 1996 stock incentive plan and draft incentive stock option
agreement are attached for your review. The Parent's stock incentive plan, the
incentive stock option agreement and any grant of options pursuant thereto are
subject to the discretion of the Parent's Board of Directors.
When you join Entrust, you will be awarded stock options to purchase series A
common stock of Parent equal to approximately 1.25% of the series A common stock
of Parent on a fully diluted basis as at the date of the reorganization with an
exercise price equal to the fair market value of the series A common stock on
the day of grant. This award will be granted by Parent's Board of Directors
following the anticipated completion of reorganization in December 1996. Details
of the draft stock incentive plan are set out in the attached documents. "Series
A common stock on a fully diluted basis as at the date of reorganization" gives
effect to the (i) conversion of all the Parent's series B common stock into
series A common stock, (ii) exchange of all Entrust's Exchangeable Special
Shares for series A common stock and (iii) issuance of series A common stock
upon the exercise of all options available to be granted to employees under the
Parent's 1996 stock incentive plan.
For the purposes of determining the recommended award, it is assumed that the
aggregate "employee pool" for series A common stock issuable upon the exercise
of stock options will be approximately 15% of Parent's series A common stock on
a fully diluted basis as at the date of the reorganization. Should the employee
pool for stock, as determined by the Parent's Board of Directors, be greater
than 15% as of the date of reorganization, your initial award of 1.25% will be
adjusted pro-rata. Any subsequent issue of capital
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stock or increase in the "employee pool" beyond that set on the date of
reorganization will dilute your ownership percentage.
Your stock options will have a vesting as outlined in the draft incentive stock
option agreement. Your ability to sell the common stock received upon the
exercise of the options will be subject to restriction.
Since your participation in the stock incentive plan may produce individual
income tax consequences, you should consider obtaining independent financial
advice.
(Yen) Group Benefits
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You may apply for coverage under the group benefit plans that are, from time to
time, provided. A list of the plans that are intended to be provided is
attached. The initial insurance provider will be Great West Life. Enrollment
eligibility and entitlement to benefits are subject to the terms of the plans.
(Yen) Vacations
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Your annual vacation entitlement will be 4 weeks. Entrust will respect your
outstanding and accrued vacation entitlement. Vacations may be taken at a
mutually convenient time.
(Yen) Conflict of Interest
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You will be required to sign, as a condition of employment, an agreement
relating to conflict of interest. A copy is enclosed for your review. Please
take any necessary steps to ensure that you can execute this document on your
first day of work. In addition, you agree to refrain from other business
activities which, in Entrust's opinion, may prevent you from devoting
substantially all of your time to Entrust's business.
(Yen) Intellectual Property and Confidentiality
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You will be required to sign, as a condition of employment, an agreement
relating to intellectual property and confidentiality. A copy is attached for
your review. You should be prepared to execute this document on your first day
of work.
(Yen) Termination
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Your employment with Entrust may be terminated as follows: (i) by your
resignation upon your providing reasonable notice, in writing, to Entrust; or
(ii) by Entrust, without notice to you, for just cause; (iii) by Entrust with or
without just cause, upon Entrust providing reasonable notice of termination, or
pay in lieu thereof. Where termination is pursuant to subprovision (iii), and
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occurs within three (3) years of the commencement of your employment by Entrust,
Entrust shall treat you as though it had employed you continuously for 17.5
years, notwithstanding that your service date for all other purposes (except
vacation calculation) will be the date of commencement of employment with
Entrust.
In the event that Entrust terminates your employment on a without just cause
basis, reasonable notice of termination, or pay in lieu thereof, will be no less
than 12 months Base Salary, plus an allowance of Cdn$ 10,000 to replace
benefits, inclusive of termination pay and severance pay pursuant to the
Employment Standards Act (Ontario). If the payment is received as "pay in lieu
thereof", such payment shall be a lump sum. Entrust will cooperate with a view
to minimizing the individual tax consequences associated with the receipt of
such termination payment.
(Yen) Non-Competition and Non-Solicitation
------------------------------------
For a period of twelve (12) months following the termination of your employment
with Entrust, regardless of how that termination may occur, you will not be
employed by or engaged to supply services to any entity in Canada or the United
States that is competitive with Parent's or Entrust's business. Further, you
will not speak of Nortel's, Parent's or Entrust's business, or any of their
employees, officers, or representatives in disparaging terms nor in any other
negative way communicate about your employment with Entrust. In the event that a
Court of competent jurisdiction should determine that this provision is
unenforceable and severable, the parties agree that the Court shall, instead of
severing the provision, modify its terms to the extent the Court considers
necessary to render the provision enforceable.
This letter, together with the attached documents, will constitute the entire
understanding of Entrust and you with respect to the offer of employment. We
trust that the offer is satisfactory to you. To indicate your acceptance, please
sign and date both of the enclosed originals of this letter and return one to
me. The offer is open for acceptance until close of business, Tuesday, November
19, 1996. In the event you do not to accept this offer, Nortel will not offer
continued employment in any other position.
Sincerely,
/s/ John A. Ryan
John A. Ryan
Vice-President and General Manager
Multimedia and Internet Solutions
Attach.
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I have read this letter and the attachments, and understand the terms and
conditions of my employment with Entrust. My signature below signifies my
voluntary acceptance of this offer of employment.
Signed: /s/ Brian O'Higgins
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Dated: November 18, 1996
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Attachments:
(Yen) stock incentive plan (draft)
(Yen) incentive stock option agreement (draft)
(Yen) conflict of interest agreement
(Yen) intellectual property and confidentiality agreement
(Yen) group benefits list