EXHIBIT 10.3
------------
ENTRUST TECHNOLOGIES INC.
Directors and Executive Officers
Nonstatutory Stock Option Agreement
Granted Under the Amended and Restated 1996 Stock Incentive Plan
----------------------------------------------------------------
1. Grant of Option.
---------------
This agreement evidences the grant by Entrust Technologies Inc., a Maryland
corporation (the "Company"), on April 22, 2001 (the "Grant Date") to F. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, President and Chief Executive Officer of the Company (the
"Participant"), of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's Amended and Restated 1996 Stock Incentive
Plan, as amended (the "Plan"), a total of 2,000,000 shares (the "Shares") of
common stock, $0.01 par value per share, of the Company ("Common Stock") at
$6.87 per Share (the "Option Price"). Unless earlier terminated, this option
shall expire on the tenth anniversary of the date of grant (the "Final Exercise
Date"). It is intended that the option evidenced by this agreement shall not be
an incentive stock option as defined in ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code"). Except as otherwise indicated by the context, the term
"Participant", as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms.
2. Vesting Schedule.
----------------
(a) Regular Vesting. This option shall vest as follows:
---------------
(i) 1,100,000 Shares immediately upon the Grant Date;
(ii) 250,000 Shares upon the Participant's completion of one year of
employment with the Company;
(iii) 250,000 Shares upon the Participant's completion of two years of
employment with the Company; and
(iv) 400,000 Shares at a rate of 1/12th of such amount upon each
complete month of continued employment following the first anniversary of the
Grant Date.
This option shall expire upon, and will not be exercisable after, the Final
Exercise Date.
(b) Exercise in Part. The right of exercise shall be cumulative so that if
----------------
the option is not exercised to the maximum extent permissible, it shall continue
to be exercisable, in whole or in part, with respect to all shares for which it
is vested which were not so purchased, at any time prior to the Final Exercise
Date or the earlier termination of this option.
(c) Accelerated Vesting. Upon the occurrence of an Acquisition Event (as
-------------------
defined below), or upon termination of the Participant's employment by the
Company for any reason other than for Cause (as defined in the Employment
Agreement dated April 22, 2001 between the Company and the Participant (the
"Employment Agreement")) within 120 days before either an Acquisition Event or
the announcement of an Acquisition Event, the vesting schedule described in
Section 2(a) hereof shall be accelerated so that all of the Shares that would
otherwise have first become exercisable on any vesting date scheduled to occur
on or after the date of such Acquisition Event shall become vested immediately
prior to such Acquisition Event.
Notwithstanding anything to the contrary in the Plan, an "Acquisition
Event" shall mean:
(i) any merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving or acquiring entity) less than 70% of the combined
voting power of the voting securities of the Company or such surviving or
acquiring entity outstanding immediately after such merger or consolidation;
(ii) any sale of all or substantially all of the assets of the Company;
(iii) the complete liquidation of the Company; or
(iv) the acquisition of "beneficial ownership" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange Act") of securities of
the Company representing 30% or more of the combined voting power of the
Company's then outstanding securities (other than through an acquisition of
securities directly from the Company) by any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) other than the Company, Nortel
▇▇▇▇▇▇▇▇.▇▇▇, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company.
3. Exercise of Option.
------------------
(a) Form of Exercise.
----------------
(i) Subject to Sections 3(a)(ii) and (iii) below, each election to
exercise this option shall be in writing, signed by the Participant, and
received by the Company at its principal office, accompanied by this
Agreement and payment in full, by cashier's or certified check payable to
the order of the Company, of the exercise price and required tax
withholding.
(ii) In lieu of exercising this option for cash pursuant to the
immediately preceding clause, the Participant may, subject to the
discretion of the Company's Board of Directors (or the Compensation
Committee of the Company's Board of Directors), which approval shall not be
required if the Company's Common Stock is not listed on the Nasdaq Stock
Market ("Nasdaq") or any other exchange at the time of the proposed
exercise, elect to receive Shares equal to the value of this option (or the
portion thereof being canceled) by
-2-
surrender of this option at the principal office of the Company and
specifications of such election on the Notice of Election, in which event
the Company shall issue to the Participant a number of Shares computed
using the following formula:
X = Y(A-B-C)
--------
A
Where X = the number of Shares to be issued to the Participant.
Y = the number of Shares for whichthis option is then being
exercised.
A = the fair market value of one share of the Company's
Common Stock.
B = the Option Price (as adjusted to the date of such
calculation).
C = the applicable per Share tax incurred by the Participant
by reason of such exercise, computed in the manner set
forth in Section 3(a) of the Employment Agreement.
(iii) The Participant may pay for shares of the Company's Common Stock
purchased upon exercise of this option by (A) delivery of an irrevocable
and unconditional undertaking by a creditworthy broker to deliver promptly
to the Company sufficient funds to pay the exercise price and any required
tax withholding, (B) delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding, or (C) when the Company's
Common Stock is registered under the Securities Exchange Act of 1934, as
amended, delivery of shares of the Company's Common Stock owned by the
Executive valued at their fair market value (as defined below), provided
(A) such method of payment is then permitted under applicable law and (B)
such shares, if acquired directly from the Company, were owned by the
Executive at least six months prior to such delivery;
(iv) For purposes of this Section 3, the fair market value of the
Company's Common Stock shall mean: (A) when the Company's Common Stock is
listed on Nasdaq or any other exchange, the closing sale price of the
Company's Common Stock quoted on Nasdaq or any other exchange, whichever is
applicable, as published in The Wall Street Journal for the day on which
-----------------------
the option is exercised and (B) when the Company's Common Stock is not
listed on Nasdaq or any other exchange, the fair market value of the
Company's Common Stock as determined by the Company's Board of Directors
(or Compensation Committee of the Company's Board of Directors) in good
faith.
-3-
The Participant may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any fractional share
or for fewer than ten whole shares.
(b) Continuous Relationship with the Company Required. Except as otherwise
-------------------------------------------------
provided herein, this option may not be exercised unless the Participant, at the
time he exercises this option, is, and has been at all times since the Grant
Date, the President and Chief Executive Officer of the Company.
(c) Termination by the Company Without Cause or by the Participant With
-------------------------------------------------------------------
Good Reason. If, prior to the Final Exercise Date, the Company terminates the
-----------
Participant's employment other than for Cause (as defined in the Employment
Agreement), death or disability, or the Participant terminates his employment
for Good Reason (as defined in the Employment Agreement), the vesting schedule
described in Section 2(a) hereof shall be accelerated such that this option
shall immediately vest with respect to the additional Shares that would have
vested had the Participant been employed by the Company during the one-year
period commencing on such termination date; provided, however, that if such
termination occurs after the first 24 months of the Participant's employment
with the Company, such vesting schedule shall be further accelerated such that
this option shall immediately vest with respect to the additional Shares that
would have vested had the Participant been employed by the Company during the
period extending from the 13th month following such termination date through and
including the 18th month following such termination date. This option, to the
extent vested as described in this Section 3(c), shall remain exercisable for
180 days following the date on which the Participant 's employment with the
Company ceases (but in no event after the Final Exercise Date).
(d) Termination Upon Death or Disability. If, prior to the Final Exercise
------------------------------------
Date, the Participant 's employment with the Company is terminated due to his
death or disability (as described in Section 4(c) of the Employment Agreement),
(i) the Shares referred to in Sections 2(a)(ii) and 2(a)(iii) hereof shall
immediately vest to the extent not previously vested and (ii) this option shall
immediately vest with respect to the additional Shares referred to in Section
2(a)(iv) hereof that would have vested had the Participant been employed by the
Company during the one-year period commencing on his death or disability, as the
case may be. This option, to the extent vested, shall be exercisable by the
Participant or his estate, for twelve months following his death or disability
(but in no event after the Final Exercise Date).
(e) Termination by the Company for Cause or by the Participant Without Good
-----------------------------------------------------------------------
Reason. If, prior to the Final Exercise Date, the Company terminates the
------
Participant's employment for Cause (as defined in the Employment Agreement), or
the Participant terminates his employment with the Company without Good Reason
(as defined in the Employment Agreement), the right to exercise this option
shall terminate on the date on which the Participant's employment with the
Company ceases.
4. Withholding.
-----------
No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of,
-4-
any federal, state or local withholding taxes required by law to be withheld in
respect of this option.
5. Nontransferability of Option.
----------------------------
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Provisions of the Plan.
----------------------
Except where explicitly stated otherwise, this option is subject to the
provisions of the Plan, a copy of which has been furnished to the Participant.
*****
-5-
IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.
ENTRUST TECHNOLOGIES INC.
By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
-----------------
Title: Chairman
----------------
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy
of the Company's Amended and Restated 1996 Stock Incentive Plan, as amended.
PARTICIPANT:
_____________________________
Signature
/s/ F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
-6-
