Exhibit 10.11
 TRUSTWAVE HOLDINGS, INC.
 
 2011 CASH AND EQUITY INCENTIVE PLAN
 
 ARTICLE I
PURPOSE
  ARTICLE II
DEFINITIONS
  2.1 Acquisition Event
 2.2  Affiliate 
 2.3  Award 
 2.4  Award Agreement 
 2.5  Board 




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2.6  Cause 
 2.7  Change in Control 
 2.8  Change in Control Price 
 2.9  Code 
 2.10  Committee 
 2.11  Common Stock 
 2.12  Company 
 2.13  Consultant 
 2.14  Disability 
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2.15  Effective Date 
 2.16  Eligible Employees 
 2.17  Eligible Individual 
 2.18  Exchange Act 
 2.19  Fair Market Value 
 2.20  Family Member 
 2.21  Incentive Stock Option 
 2.22  Non-Employee Director 
 2.23  Non-Qualified Stock Option 
 2.24  Non-Tandem Stock Appreciation Right 
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2.25  Other Cash-Based Award 
 2.26  Other Stock-Based Award 
 2.27  Parent 
 2.28  Participant 
 2.29  Performance Award 
 2.30  Performance Goals  Exhibit A
 2.31  Performance Period 
 2.32  Plan 
 2.33  Reference Stock Option 
 2.34  Registration Date 
 2.35  Restricted Stock 
 2.36  Restriction Period 
 2.37  Rule 16b-3 
 2.38  Section162(m)of the Code 
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2.39  Section 409A of the Code 
 2.40  Securities Act 
 2.41  Stock Appreciation Right 
 2.42  Stock Option   Option 
 2.43  Subsidiary 
 2.44  Tandem Stock Appreciation Right 
 2.45  Ten Percent Stockholder 
 2.46  Termination 
 2.47  Termination of Consultancy 
 2.48  Termination of Directorship 
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2.49  Termination of Employment 
 2.50  Transfer 
 2.51  Transition Period 
 ARTICLE III
ADMINISTRATION
 3.1 The Committee
 3.2 Grants of Awards
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3.3 Guidelines
 7




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3.4 Decisions Final
 3.5 Procedures
 3.6 Designation of Consultants/Liability
   8




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3.7 Indemnification
 ARTICLE IV
SHARE LIMITATION
 4.1 Shares
 9




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Individual Participant Limitations
      10




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4.2 Changes
  Section 4.2 Event Other Extraordinary Event
   11




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Acquisition Event
  4.3 Minimum Purchase Price
 ARTICLE V
ELIGIBILITY
 5.1 General Eligibility
 5.2 Incentive Stock Options
 5.3 General Requirement
 ARTICLE VI
STOCK OPTIONS
 6.1 Options
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6.2 Grants
 6.3 Incentive Stock Options
 6.4 Terms of Options
 Exercise Price
 Stock Option Term
 Exercisability
 Method of Exercise
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Non-Transferability of Options
 Termination by Death and Disability
 Involuntary Termination Without Cause
 Voluntary Termination
 14




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Termination for Cause
 Unvested Stock Options
 Incentive Stock Option Limitations
 Form, Modification, Extension and Renewal of Stock Options
 Deferred Delivery of Common Shares .
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Early Exercise
 Other Terms and Conditions
 ARTICLE VII
STOCK APPRECIATION RIGHTS
 7.1 Tandem Stock Appreciation Rights Reference Stock Option Tandem Stock Appreciation Rights
 7.2 Terms and Conditions of Tandem Stock Appreciation Rights
 Exercise Price
 Term
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Exercisability
 Method of Exercise
 Payment
 Deemed Exercise of Reference Stock Option
 Non-Transferability
 7.3 Non-Tandem Stock Appreciation Rights
 7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights
 Exercise Price
 Term
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Exercisability
 Method of Exercise
 Payment
 Termination
 Non-Transferability
 7.5 Limited Stock Appreciation Rights
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7.6 Other Terms and Conditions
 ARTICLE VIII
RESTRICTED STOCK
 8.1 Awards of Restricted Stock
  8.2 Awards and Certificates
 Purchase Price
 Acceptance
 Legend
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The anticipation, alienation, attachment, sale, transfer, assignment,
pledge, encumbrance or charge of the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the
Trustwave Holdings, Inc. (the Company) 2011 Cash and Equity Incentive
Plan (the Plan) and an Agreement entered into between the registered
owner and the Company dated _________. Copies of such Plan and
Agreement are on file at the principal office of the Company.
 Custody
 8.3 Restrictions and Conditions
 Restriction Period Restriction Period
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Rights as a Stockholder
 Termination
 Lapse of Restrictions
 ARTICLE IX
PERFORMANCE AWARDS
 9.1 Performance Awards
  9.2 Terms and Conditions
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Earning of Performance Award
 Non-Transferability
 Objective Performance Goals, Formulae or Standards
 Dividends
 Payment
 Termination
 Accelerated Vesting
 22




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ARTICLE X
OTHER STOCK-BASED AND CASH-BASED AWARDS
 10.1 Other Stock-Based Awards
   10.2 Terms and Conditions
 Non-Transferability
 Dividends
 23




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Vesting
 Price
 10.3 Other Cash-Based Awards
 ARTICLE XI
CHANGE IN CONTROL PROVISIONS
 11.1 Benefits
  Change in Control
Price
  24




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11.2 Change in Control
      25




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11.3 Initial Public Offering not a Change in Control
 ARTICLE XII
TERMINATION OR AMENDMENT OF PLAN
 12.1 Termination or Amendment Exhibit A
  26




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ARTICLE XIII
UNFUNDED STATUS OF PLAN
  ARTICLE XIV
GENERAL PROVISIONS
 14.1 Legend
 14.2 Other Plans
 14.3 No Right to Employment/Directorship/Consultancy
 14.4 Withholding of Taxes
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14.5 No Assignment of Benefits
 14.6 Listing and Other Conditions
     14.7 Stockholders Agreement and Other Requirements
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14.8 Governing Law
 14.9 Jurisdiction; Waiver of Jury Trial Proceeding
 14.10 Construction
 14.11 Other Benefits
 14.12 Costs
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14.13 No Right to Same Benefits
 14.14 Death/Disability
 14.15 Section16(b)of the Exchange Act
 14.16 Section 409A of the Code
 14.17 Successor and Assigns
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14.18 Severability of Provisions
 14.19 Payments to Minors, Etc
 14.20 Agreement Lead
Underwriter ), Lock-Up Period
 14.21 Headings and Captions
 14.22 Section162(m)of the Code
 14.23 Post-Transition Period
 14.24 Company Recoupment of Awards
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ARTICLE XV
EFFECTIVE DATE OF PLAN
  ARTICLE XVI
TERM OF PLAN
  ARTICLE XVII
NAME OF PLAN
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EXHIBIT A
 PERFORMANCE GOALS
  
    
    gross revenues;
    
    net revenues;
    
    annual recurring net or gross revenues;
    
    license revenues;
    
    services revenues;
    
    gross profit;
    
    gross margin;
    
    operating income;
    
    operating margin;
    
    net income (before or after taxes);
    
    net income (before or after taxes) margin;
    
    earnings before interest and taxes;
    
    earnings before interest and taxes margin;
    
    earnings before interest, tax, depreciation and amortization;
    
    earnings before interest, tax, depreciation and amortization margin;
    
    adjusted earnings before interest, tax, depreciation and amortization;
    
    adjusted earnings before interest, tax, depreciation and amortization
margin;
    
    earnings per share;
    
    revenue growth, as to either gross or net revenues;
    
    gross margin growth;
    
    cash flow;
    
    working capital;
    
    gross profit return on investment;
    
    gross margin return on investment;
    
    return on equity;
    
    return on assets;
    
    return on capital;
    
    return on invested capital;
    
    total shareholder return;
    
    economic value added;
    
    sales or market share;
    
    reduction in operating expenses;
    
    specified objectives with regard to limiting the level of increase in all or
a portion of the Companys bank debt or other long-term or short-term public or
private debt or other similar financial obligations of the Company, which may
 A-1




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be calculated net of cash balances and/or other offsets and adjustments as may be
established by the Committee;
    
    the fair market value of a share of Common Stock;
    
    the growth in the value of an investment in the Common Stock assuming the
reinvestment of dividends; or
    
    other objective milestones.
         A-2