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Executive Vice President, Marketing and Business Development Employment Letter Agreement - Paul Doscher

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Exhibit 10.6
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May 5, 2000


Paul Doscher 2901 Patrick Henry Drive Santa Clara, California 95054


Dear Paul:


We are pleased to confirm our job offer of Senior Vice President, enCommerce, Inc., a fully owner subsidiary of Entrust Technologies Inc. ("Entrust") and Executive Vice President, Marketing and Business Development of Entrust reporting to John Ryan, President and CEO of Entrust. This offer is subject to the closing of the proposed merger between the Company and Entrust (the "Closing") pursuant to the Agreement and Plan of Merger of dated April 18, 2000 among, inter alia, the Company, and Entrust (the "Merger Agreement"). After
----- ---- Closing you will also be appointed an Officer of Entrust.


Your responsibilities will include leadership of the global marketing, channel programs, and business development activities of the Entrust Technologies, Incorporated.


Your base salary, on an annualized basis, will be $200,000 US, which will be paid biweekly. Your salary and performance will be subject to review on an annual basis, generally conducted in January of each year.


Any stock options granted to you by the Company prior to the Closing will be converted into stock options for the acquisition of common stock of Entrust Technologies Inc. in the manner provided for in the Merger Agreement and subject to the applicable stock option plan.


You will also be eligible to participate in the executive bonus plan according to its terms, which for 2000 is equivalent to a potential payment of up to $100,000 on an annualized basis. The first incremental payment will be reduced by the amount of any quarterly bonus payment previously paid to you in connection with the Company's 2000 fiscal year. Any bonus awarded will be paid in two equal increments per calendar year. The bonus award for the first half of 2000, payable in July, will be based on the six-month performance of the Company. The bonus award for the second half of 2000, payable in January 2001, will be based on the second half achievement of objectives of Entrust.


In addition, you will be eligible for additional grants of stock options to purchase shares of common stock of Entrust Technologies Inc. with an exercise price equal to the fair market value of the common stock on the date of grant in accordance with the applicable stock option
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