Contract of Employment Between Entrust (europe) And Andrew Pinder

Exhibit 10.1

ENTRUST (EUROPE) LTD

CONTRACT OF EMPLOYMENT

THIS CONTRACT IS MADE ON :

This document sets out your terms and conditions of employment and contains the written particulars required by Part 1 of the Employment Rights Act 1996.

Together with those policy and procedures set out in the staff handbook and any HR/Company Intranet which are specifically incorporated, this document constitutes the contract of employment between you the employee whose name and address is stated in Schedule One AND Entrust (Europe) Ltd whose registered office is at Carmelite 50 Victoria Embankment London E4Y 0DX.

C ONTINUOUS E MPLOYMENT

Your employment commenced on the date set out in Schedule One . No other previous employment counts as continuous employment for any statutory purposes. J OB TITLE/ D UTIES The title of your job and a summary of your main duties are set out in Schedule One . Entrust reserves the right to change your job description and may require you to carry out different and/or additional duties under this contract.

A UTOMATIC T ERMINATION This contract will automatically terminate at the end of the month when you attain the age of 65 years, however, with agreement of both parties, the automatic termination age may be extended.

H OURS OF W ORK

You will work the basic hours set out in Schedule Two .

You may be occasionally required to do additional work from time to time in order to meet the full requirements of your job and the business. You are not entitled to receive payment for overtime as a right under this contract. P LACE OF W ORK You will normally be based at Entrust' s premises at Apex Plaza (B2), Forbury Road, Reading Berkshire RG1 1AX. You may be required to be work at any other premises at which Entrust carries on its business now or in the future. You may also travel to such places (whether within or outside the UK) as Entrust requires you to in the performance of your duties. S ALARY

Your salary will be paid monthly in arrears at the rate set out in Schedule Three . Entrust reserves the right to reduce your wages if your duties change as a result of your incapacity to perform your duties or to suspend payment of wages if you are suspended from duty by Entrust.

Your salary will be reviewed annually at the Company' s absolute discretion.

P ROBATION P ERIOD Your initial employment with Entrust will be on the basis of a three (3) month probation period. During this time you must give one week' s prior written notice to terminate the contract. In any case deemed appropriate by Entrust this probation period may be extended and in any such case you will be notified in writing. If you are not considered suitable for your job by Entrust or if for any other reason your continued employment is not required this contract will terminate at the end of the probation period or at the expiry of any notice given during the probation period or in the event of your employment being terminated without notice during the probation period.

B ONUS/ C OMMISSION Employees who are not participants in the Sales Commission Programme will be eligible to participate in the Company' s Bonus Scheme. Your potential additional earnings are as specified in Schedule Four and are paid entirely at the discretion of Entrust. Bonuses paid will reflect the company' s performance and how Entrust assesses your contribution to the success of the company during the preceding period.

Employees eligible to participate in the Sales Commission programme should refer to Schedule Four .

Bonuses/Commission paid will be non-pensionable.

E XPENSES

You may incur reasonable business expenses on Entrust' s behalf only when expressly authorised to do so. Please refer to Entrust' s expense policy for further details. Reimbursement will only be made if you submit a claim form and supporting receipts (including if applicable a VAT receipt). Expenses should be submitted on a weekly basis and payment will normally be made to your bank account by electronic transfer normally within 10 working days of Finance receiving the approved form.

D EDUCTIONS FROM P AY

If at any time during or on termination of your employment it is the opinion of Entrust that you owe money to the company you agree and authorise Entrust to deduct the sum or sums owed from any payment due to you from Entrust whether by salary or payment of any other kind.

For example this will cover deductions from your salary of overpayments, expenses, loans, damage caused by you and any other money due from you to Entrust. H OLIDAYS

The holiday year runs from 1 January to 31 December. You are entitled to take paid holidays as set out in Schedule Five . Your manager must agree holidays and you should apply for holidays at least two weeks prior to the first day of leave. With agreement of your manager, you can carry forward up to five (5) days to the next year; however, these days must be exhausted by 30 June of the following year. During the holiday year in which your employment commences you will be entitled to paid holiday during that year on a pro-rata basis. During a holiday year in which your employment is terminated you will be paid on termination for any untaken part of your entitlement to paid holiday calculated on a pro-rata basis for service in that year. If you have taken more than your proportionate entitlement to paid holiday when you leave Entrust will deduct the amount of pay for the holiday from your salary on termination. Your holiday entitlement under this contract includes any entitlement to paid annual leave that you have under The Working Time Regulations 1998.

As well as your holiday entitlement you will normally not be required to work on the UK Bank or Public holidays and you will be paid for them when you would have otherwise been required to work on that day.

S ICK P AY A RRANGEMENTS

If you are absent from work on account of sickness or injury, you or someone on your behalf should inform the Company of the reason for absence by 9.30am on the day of which absence first occurs

If your absence lasts seven or fewer calendar days you need not produce a medical certificate unless you are specifically requested to do so. You must however complete the Company' s self-certification form immediately you return to work after such absence.

If your absence lasts more than seven calendar days you must on the eighth calendar day of absence provide a Medical Certificate stating the reason for absence and thereafter provide a like Certificate each week to cover any subsequent period of absence.

Entrust reserves the right to ask you at any stage of absence to produce a Medical Certificate and/or to undergo a medical examination. The cost of which will be borne by the company.

You will be paid your normal basic remuneration less the amount of any statutory sick pay or Social Security sickness benefit to which you may be entitled in accordance with the schedule set out below. Company sick pay is at the Company' s absolute discretion.


No. of Years of Continuous Service

No. Days Absent p.a.

(Jan to Dec)

Salary Paid Up to 1 complete years up to 20 days Full salary of service 20 to 65 days Half salary 65 days and over SSP only Between 1 and 5 up to 40 days Full salary complete years 40 to 65 days Half salary 65 days over SSP only over 5 complete years up to 65 days Full salary 65 days and over SSP only

N OTICE Should you or Entrust want to terminate your employment written notice of termination must be given as follows (unless otherwise specified in Schedule Four ):

Both you and Entrust must give the other notice, in writing, of four weeks(the " Notice Period" ). After you have completed 5 years continuous employment with Entrust the notice which you will be given will increase to 5 weeks and then with each further year of continuous employment which you complete your notice entitlement will increase by 1 week up to a maximum of 12 weeks (after you complete 12 years continuous employment). It will then remain at 12 weeks until the end of the contract.

You must provide Entrust with written notice of termination of one (1) month after the end of your probation period however long you then remain employed.

Notice to you will be deemed to have been given if handed to you or sent by Recorded Delivery to your last notified address known to Entrust. Notice by you must be given to your manager or sent by recorded delivery to HR Department, Entrust (Europe) Ltd, Apex Plaza (B2), Forbury Road, Reading Berkshire RG1 1AX.

On termination of your employment (by you or by Entrust) Entrust may either:

a) require you to work throughout your Notice Period, or

b) require you to stay away from your place of work throughout your notice period (on " garden leave" ) During the Notice Period you will be eligible to receive your base salary; however, if you are not actively employed during the Notice Period you will

not be eligible to receive any sales commissions (except to the extent that such sales commissions have accrued as payable prior to the date of such notice pursuant to the terms ...