Sample Business Contracts

Employment Agreement - Entrust Technologies Inc. and Rick Spurr

Employment Forms

Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
More Employment Agreements

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June 4, 1997

Rick Spurr
6507 Westgate Drive
Dallas, TX  75240

Dear Rick,

On behalf of Entrust Technologies Inc. (Entrust), I am pleased to offer you
employment as Vice President of Global Sales.  The principal terms of your
employment are set forth below.

Your annual base salary upon commencement of employment will be $125,000 US$ and
will be paid biweekly.

You will be eligible to participate in Entrust's current sales incentive plan
which is the equivalent to $125,000 annually at 100% achievement. However, this
program may be amended or discounted at any time.  All Entrust sales
professionals have an upside earning potential for additional compensation above
100%.

You will also receive an option to purchase 100,000 shares of series A common
stock of Entrust at an option price of $8.50 per share.  Details of the Stock
Incentive Plan which will govern this option are set out in the attached
documents.

At this time, Entrust has not yet adopted a benefit plan.  Entrust will
reimburse you for the documented cost of health coverage for you and your
eligible dependents, which you can elect to continue in accordance with the
provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA) under
your medical election with your previous employer's plan until such coverage
ends or Entrust adopts a medical plan for its employees, whichever occurs
sooner.

This position is initially located at 2221 Lakeside Blvd, Richardson, Texas.

This offer of employment at will is contingent upon the following:

 . formal ratification of this offer of employment by the Entrust Board of
  Directors;

 . your signing the following enclosed agreements: namely, Conflict of Interest
  and Intellectual Property and Confidentiality. Please review these forms prior
  to your first day of employment. By accepting this offer of employment at
  will, you also agree to any terms and conditions contained in those documents
  as written;
  
 
 
<PAGE>
 
 . your completing the following forms: the Determination of Eligibility to Work
  on Jobs Affected by U.S. Export Control Laws; and the Employment Application
  (if you have not previously submitted one). These forms must be returned with
  your signed offer letter;

 . your ability to provide documentation to establish your identity and
  eligibility for employment as required under the Immigration Reform and
  Control Act of 1986. Although you have three (3) business days from your hire
  date to provide the required documents (See List of Acceptable Documents),
  please bring them on your first date of employment so that this process can be
  expedited;

 . your satisfactory completion of our pre-employment background investigation.
  Upon your request, we identify any consumer reporting agency involved in the
  process so that you may, if you wish, seek access to its records as provided
  under the relevant statute;

 . your contacting Assurance Medical Inc. (AMI) at 1-800-625-7881 on the next
  business day following the receipt of your verbal offer of employment to
  schedule a drug test, designed to detect current use of illegal drugs;

 . your taking and obtaining a negative test result concerning the drug test
  referenced in the previous paragraph above. If your test is positive you may
  not reapply for employment for twelve (12) months.

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, at any time and for any reason, and is not an employment agreement for
any specified term.

This offer is valid and open for acceptance in writing for 7 business days.  If
you need more time, please call me right away so we can discuss a mutually
acceptable validity period.

Rick, we would be delighted to have you lead our global sales team and look
forward to your acceptance. Please indicate your agreement by signing below and
returning a copy of this letter to my attention.

Sincerely,

/s/ John A. Ryan

John A. Ryan
President and CEO
Entrust Technologies Inc.
<PAGE>
 
                         Agreed &
                         Accepted By:  /s/ Richard D. Spurr
                                       --------------------------


                                        June 4, 1997
                                        ----------------------------
                                        Date



Attachments:

Conflict of Interest Agreement
Incentive Stock Option Agreement
Intellectual Property and Confidentiality Agreements
Stock Incentive Plan
Immigration Form I-9
Determination of Eligibility to Work on Jobs Affected by U.S. Export Control
Laws
Employment Application