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Employment Agreement - Entrust Technologies Inc. and John Ryan

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                               [LETTERHEAD OF ENTRUST TECHNOLOGIES APPEARS HERE]
                                                       2 Constellation Crescent,
                                                              Nepean, ON K2G 5J9

April 21, 1997


John Ryan
2912 Amesbury Dr.
Plano, TX  75093

Dear John,

On behalf of Entrust Technologies Inc. (Entrust), I am pleased to offer you 
employment as President and Chief Executive Officer. As long as you remain in 
this position, you will continue to be a member of the Entrust Board of 
Directors (Board). The principal terms of your employment are set forth below.

Your annual base salary upon commencement of employment will be $185,000 US$ and
will be paid biweekly.

You will be eligible for an annual bonus of up to 35% of your annual base salary
as of December 31, upon achievement of 100% of Bonus Plan factors, which include
both personal and corporate performance.  Payments under this Plan may consist 
of cash and/or stock options, in the discretion of the Board.

You will also receive an option to purchase 361,450 shares of series A common 
stock of Entrust, a number which is equal to 3% of the Entrust series A common 
stock available under the 1996 Stock Incentive Plan. Details of the Stock 
Incentive Plan, which will govern this option, as well as any options which may 
be granted as described below, 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 elect to continue in accordance with the provisions of the
Consolidated Omnibus Budget Reconciliation Act (COBRA) under your present 
medical election with Nortel'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. 
When Entrust's headquarters is established in a location which requires you to 
relocate your permanent residence, you will be eligible for relocation 
assistance of $100,000 to reimburse for your costs of relocation, such payment 
to be made in the most tax effective manner.

You will also be eligible for reimbursement of expenses related to executive 
perquisites, subject to prior Board approval, not to exceed $35,000 for the 
first year of employment as President and CEO and $12,000 for each subsequent 
year as President and CEO.

This offer of employment is contingent upon the following:

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

 .  your signing the following enclosed agreements: namely, Conflict of Interest 
   and Intellectual Property and Confidentiality.
<PAGE>
 



Page 2

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.

John, we would be delighted to have you lead our management 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/ David D. Archibald

David D. Archibald
Director
Entrust Technologies Inc.

copy:  Entrust Board of Directors

                                        Agreed &
                                        Accepted by:  /s/ John A. Ryan
                                                    -------------------------
                                                      April 27, 1997
                                                    -------------------------
                                                    Date

Attachments:

Conflict of Interest Agreement
Incentive Stock Option Agreement
Intellectual Property and Confidentiality Agreements
Stock Incentive Plan




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Employment Agreement - Entrust Technologies Inc. and John Ryan - Business Contracts and Corporate Forms


Sample Business Contracts


Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • 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.
  • 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.
  • 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