Exhibit 10.2
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RELEASE AGREEMENT
This agreement is made between:
XXXXXXX XXXX, for himself, his heirs, dependents, executors,
administrators, successors and assigns; hereinafter referred to as
"Employee",
and
ENTRUST TECHNOLOGIES INC. and ENTRUST TECHNOLOGIES LTD.; hereinafter
referred to as "ENTRUST".
Whereas the Parties wish to terminate the employment relationship between
Entrust and Employee, it is therefore agreed as follows:
IN CONSIDERATION of the payments less the required deductions for income taxes
and other statutory deductions, and other good and valuable consideration as
herein, Employee agrees as follows:
1) Employee agrees that the contract of employment between himself and ENTRUST
will be terminated on January 31, 2000 with notice received on June 1,
1999.
2) Employee wholly releases ENTRUST, its successors and assigns, its officers
and directors, shareholders, agents and employees and its affiliated and
associated companies and assigns, of and from any and all actions, causes
of actions, complaints, debts, dues, warranties, claims or demands for any
loss, losses or damage whatsoever in existence prior to, on or after the
date hereof, directly or indirectly arising from his employment with
ENTRUST or the
termination thereof. Without limiting the generality of the foregoing,
Employee acknowledges that the said payment is in satisfaction of all
claims for damages for wrongful dismissal including all non-salary benefits
ordinarily provided to or on his behalf in respect of the employment,
vacation pay, any and all expenses whether incurred before, on or after the
date hereof in respect of the employment and as more particularly described
in his International Assignment Agreement dated September 30, 1998 and his
Offer of Employment dated November 18, 1996 and any and all claims which
Employee may have had under the Employment Standards Act and the Human
Rights Code of Ontario or the Canada Labour Code.
3) Employee agrees not to make any claims or take any proceedings against any
other person or corporation which might claim contribution or indemnity
from ENTRUST under the provisions of any statute or otherwise with respect
to any matter which arose or may have arisen between ENTRUST and Employee
at the present time.
4) Employee agrees to indemnify and save harmless ENTRUST from and against any
and all claims, actions, causes of action, debts or demands under the
Income Tax Act for or in respect of withholding taxes relating to the
cessation of his employment together with any interest or penalties
relating thereto and any costs or expenses incurred by ENTURST in defending
such claim, cause of action, demand, debt or assessment by Revenue Canada
or by any other taxing authority.
5) Employee agrees that the terms of his non-compete agreement described in
his employment offer letter dated November 18, 1996, which provide that he
may not compete with ENTRUST, are hereby modified to include Europe in
addition to Canada and the United States and will take effect on his
termination date of January 31, 2000 and remain effective
until January 31, 2001. Notwithstanding the foregoing, if a court finds
that the addition of Europe make the non- competition terms unenforceable,
the parties agree that Section 5 is severable from this agreement and the
non-competition terms.
6) Employee agrees to resign as member of the Board of Security Engineering AG
effective July 15, 1999 or as soon as notice of a replacement being
appointed is received, whichever comes first.
7) Employee understands that, as an employee, he remains subject to ENTRUST's
xxxxxxx xxxxxxx restrictions until January 31, 2000 and that although he is
no longer subject to SEC Section 16b reporting, he will continue to abide
by the trade restrictions in place for 16b Officers until January 31, 2000.
8) Employee agrees to return to Entrust any and all company property on or
before the termination date and agrees to fulfill his obligations as a
departing employee not to disclose confidential or proprietary information.
Employee continues to be bound by the Conflict of Interest and the
Intellectual Property and Confidentiality agreements. Furthermore, Employee
will not speak of Entrust or Nortel or any of their employees, officers or
representatives, in disparaging terms nor in any other negative way
communicate about his employment with Entrust.
9) Employee acknowledges and agrees that the payment referred to herein does
not represent any admission or recognition of liability by ENTRUST.
10) Employee further acknowledges and agrees that the terms of this Release
Agreement are fully understood by him, that Employee has had independent
legal representation in connection with this Release Agreement and that
this Release Agreement is voluntarily entered into by him.
IN CONSIDERATION of the covenants made above, ENTRUST agrees to provide as
follows:
1) Eight months notice to Employee of intent to terminate employment, provided
on June 1, 1999 with termination date of January 31, 2000, whereby Employee
shall work through the notice period.
2) Lump sum payment to Employee of CHF53,334.00 less applicable taxes, plus
outstanding reimbursements for Entrust business expenses (if any), to be
paid on or before February 15, 2000.
3) Benefits (specifically health, insurance and social security benefits)
continuation until January 31, 2000 followed by a lump sum payment on or
before February 15, 2000 of CHF 3,333.34 less applicable taxes, for 4
months benefits compensation. An additional lump sum payment of CHF
7,500.00 will also be provided in lieu of relocation expenses. Vacation,
earned and accrued, is to be taken during the 8 month notice period. As fo
June 30, 1999, other benefits associated with the International Assignment
Agreement will be discontinued including: cost of living allowance, company
paid house rental in Zurich, storage of household goods in Canada, home
management service for apartment in Canada, relocation expenses for return
to Canada, personal transportation allowance and return trips home. For
clarity, ENTRUST will deduct from rental proceeds any actual repair or
maintenance up to CDN$2,500, with remaining expenses, if any, to be
Employee's responsibility. Condo fees of CDN$355.67 per month can be
expensed through June 30.
4) Company paid preparation of Canadian and foreign income tax returns for the
years 1998 and 1999.
5) Stock option vesting through January 31, 2000, (provided the Employee works
through the notice period) after which any remaining unvested option will
be forfeited. Specifically, the Parties understand and agree that of the
602,400 options with a strike price of US$2.125 granted to Employee on
January 1, 1997, of which 361,440 options have vested as of January 1,
1999; an additional 120,480 options will vest as of January 1, 2000, for a
total of 481,920 options that Employee will have acquired rights to
exercise by January 1, 2000.
6) The following company property and contracts are assigned, to the extent
possible, to Xxxx Xxxx without charge who will take over payment
obligations to third parties (if any) as of 1st July 1999:
a) company purchased furnishings, insurance policy and lease for the
apartment at Xxxxxxxxx. 0, Xxxxxx
b) Internet account agreement (xxxxx00@xxx.xxx)
c) mobile phone, account agreement and accessories (x00 00 000 0000)
d) computer accessories (monitor, key board, mouse, palmpilot, external
disk drive, memory, port replicator, power supply, SCSI card). All
company proprietary information contained on the computer must be
immediately deleted and verification of deletion provided to Entrust
through a certified statement signed by Xxxx Xxxx.
e) Prudential home management agreement (0000-0000 Xxxxxxxxx Xx., Xxxxxx)
f) Swiss rail passes
g) art work from the office of Xxxx Xxxx (4 framed Entrust graphics)
h) assignment, to the extent possible, and transfer assistance for health
insurance and remaining benefits to Xxxx Xxxx who will take over
payment obligations to third parties (if any) as of February 1, 2000.
i) auto responder service until June 1, 2000 on xxxx.xxxx@xxxxxxx.xxx
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indicating that the new e-mail address is xxxxx00@xxx.xxx.
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7) ENTRUST fully releases Employee of and from any and all actions, causes of
actions, complaints, debts, dues, warranties, claims or demands for any
loss, losses or damage whatsoever in existence prior to, on or after the
date hereof, directly or indirectly arising from conduct within the
authorized scope of his employment that was or ought to have been known to
ENTRUST.
8) ENTRUST agrees not to make any claims or take any proceedings against any
other person or corporation which might claim contribution or indemnity
from Employee under the provisions of any statute or otherwise with respect
to the Employee's conduct within the authorized scope of his employment
that was or ought to have been known to ENTRUST.
9) ENTRUST agrees to indemnify and save harmless Employee from and against any
and all claims, actions, causes of action, debts or demands from a third
party relating to conduct within the authorized scope of his employment
together with any interest or penalties relating thereto and any costs or
expenses incurred by Employee in defending such claim, cause of action,
demand, debt or assessment by such third party.
10) ENTRUST will not speak of Employee in disparaging terms nor in any other
negative way communicate about his employment with Entrust.
The Parties understand and agree that the fact of settlement between Employee
and ENTRUST and the terms of same are confidential to the Parties and must not
be disclosed to any person, save and except counsel representing the Parties and
as may be required by law.
This Agreement is governed by the laws of Ontario.
Employee directs that the payment of the amounts under this agreement be made by
direct deposit to his personal bank account of record at Credit Suisse, Zurich.
IN WITNESS WHEREOF the Parties have duly executed this Agreement.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxx
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ENTRUST XXXXXXX XXXX
Plano, TX, USA June 29, 0000 Xxxxxx 30.6.99
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Place/Date Place/Date
