Exhibit 10.T**EMPLOYMENT AGREEMENT**     AGREEMENT, dated the 14th day of June 2005 between SafeNet, Inc., a Delaware corporation (the“***Company***”) with offices at 4690 Millennium Drive, Belcamp, MD and Chris Fedde (the “***Executive***”).WITNESSETH:     WHEREAS, the Company and the Executive wish to enter into an employment and compensationarrangement on the following terms and conditions;1. Employment. Subject to the terms and conditions of this Agreement, the Company agreesto employ the Executive as its Senior Vice President and General Manager of the Enterprise SecurityDivision during the Employment Period (as defined below) and to perform such acts and duties andfurnish such services to the Company and its affiliates and related parties as the Company’sPresident shall from time to time direct. The Executive hereby accepts such employment and agreesto devote his full time and best efforts to the duties provided, that the Executive may engage inother business activities which (i) involve no conflict of interest with the interest of theCompany (subject to approval by the Board of Directors, which approval shall not be unreasonablywithheld) and (ii) do not materially interfere with the performance by the Executive of his dutiesunder this Agreement.2. Compensation. For services rendered to the Company during the term of this Agreement,the Company shall compensate the Executive with an initial salary, payable in bi-weeklyinstallments, of Two Hundred Thirty-Five Thousand Dollars ($250,000) per annum. Such salary shallbe effective as of July 1, 2005 and shall be reviewed on an annual basis.3. Incentive Compensation.     (a) The Executive shall also be entitled to annual incentive cash compensation of no less thaneighty percent (80%) of the applicable base salary if the Enterprise Security Division’s businessobjectives and any other annual objectives specified by the President are achieved. The nature andextent of such incentive compensation shall be determined by the President and paid to theExecutive no later than ninety (90) days following the end of the Company’s fiscal year. ThePresident shall have discretion to consider any factors it considers relevant with respect to theExecutive’s bonus, and may adjust such bonus accordingly.     (b) Additional awards of long term incentive compensation, which may include cash, stock orstock options, or other equivalent long term incentive compensation, may be awarded annually asapproved by the Compensation Committee. The President shall recommend annually to the CompensationCommittee that such additional long term incentive compensation shall total no less than twohundred fifty percent (250%) of the applicable base salary if the Enterprise Security Division’sbusiness objectives and any other annual objectives specified by the President are achieved.
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4. Benefits. During the Employment Period, the Company shall provide or cause to beprovided to the Executive such employee benefits as are provided to other executive officers of theCompany, including family medical and dental, disability and life insurance, and participation inpension and retirement plans, incentive compensation plans, stock option plans and other benefitplans. During the Employment Period, the Company may provide or cause to be provided to theExecutive such additional benefits as the Company may deem appropriate from time to time.5. Vacation. The Executive shall be entitled to annual vacations in accordance with theCompany’s vacation policies in effect from time to time for executive officers of the Company.6. Term; Employment Period. The “Employment Period” shall commence on the date of thisAgreement and shall terminate three (3) years thereafter, unless extended by written agreementbetween parties or unless earlier terminated pursuant to Section 7. If the Executive shall remainin the fulltime employ of the Company beyond the Employment Period without any written agreementbetween the parties, this Agreement shall be deemed to continue on a month to month basis andeither party shall have the right to terminate this Agreement at the end of any ensuing calendarmonth on written notice of at least 30 days.7. Termination.     a. Executive’s employment with the Company shall be “at will.” Either the Company or theExecutive may terminate this Agreement and Executive’s employment at any time, with or withoutCause or Good Reason (as such terms are defined below), in its or his sole discretion, upon thirty(30) days’ prior written notice of termination.     b. Without limiting the foregoing Section 7.a., (i) the Executive may terminate his employmentwith the Company at any time for Good Reason, or (ii) the Company may terminate his employment atany time for Cause. “***Good Reason***” shall mean death, Disability (as defined below) or a terminationof employment as a result of a substantial diminution in the Executive’s status and/orresponsibilities (provided that a change in title or reporting structure shall not by itselfconstitute such a diminution), or base salary below that specified in Section 2 hereof. “***Cause***”shall mean (i) the Executive’s willful, repeated or neglectful failure to perform his dutieshereunder or to comply with any reasonable or proper direction given by or on behalf of theCompany’s President following ten (10) days written notice to such effect; (ii) the Executivebeing guilty of serious misconduct on the Company’s premises or elsewhere, whether during theperformance of his duties or not, which may cause damage to the reputation of the Company or toprejudice its interests if the Executive were to continue to be employed by the Company; (iv) theExecutive’s commission of any act of fraud, theft or dishonesty, or any intentional tort againstthe Company; or (v) the Executive’s violation of any of the material terms, covenants,representations or warranties contained in this Agreement.     c. “***Disability***” shall mean that the Executive, in the good faith determination of thePresident of the Company, is unable to render services of the character contemplated hereby andthat such inability (i) may be expected to be permanent, or (ii) may be expected to continue for a
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period of at least three (3) consecutive months (or for shorter periods totaling more than six(6) months during any period of twelve (12) consecutive months). Termination resulting fromDisability may only be effected after at least thirty (30) days written notice by the Company ofits intention to terminate the Executive’s employment.     d. “***Termination Date***” shall mean (i) if this Agreement is terminated on account of death, thedate of death; (ii) if this Agreement is terminated for Disability, the date established by theCompany pursuant to Section 7.c. hereof; (iii) if this Agreement is terminated by the Executive,the date the Executive ceases work; or (v) if this Agreement expires by its terms, the last day ofthe term of this Agreement.8. Severance.     a. If (i) the Company terminates the employment of the Executive against his will and withoutCause, or (ii) the Executive terminates his employment for a Good Reason, the Executive shall beentitled to receive salary, target incentive compensation and vacation accrued through theTermination Date plus the lesser of (i) $250,000 or (ii) the balance of the Executives compensationhereunder to the end of the term of this Agreement computed using the latest applicable salaryrate. The Company shall make such termination payment within 30 days of such termination.Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for anyperiod following the Termination Date if the Executive violates the provisions of Section 14,Section 15 or Section 16 of this Agreement. In such event, the Company shall provide writtennotice to the Executive detailing such violation.     b. If the Executive is terminated by the Company for Cause, then the Executive shall beentitled to receive salary and accrued vacation through the Termination Date only.     c. In addition to the provisions of Section 8(a), 8(b) and 8(c) hereof, to the extent COBRAshall be applicable to the Company or as provided by lay, the Executive shall be entitled tocontinuation of group health plan benefits for a period of one (1) year following the TerminationDate if the Executive makes the appropriate conversion and payments.     d. The Executive acknowledges that, upon termination of his employment, he is entitled to noother compensation severance or other benefits other than those specifically set forth in thisAgreement or any applicable Stock Option Agreement.9. Expenses. The Company shall pay or reimburse the Executive for all expenses normallyreimbursed by the Company, reasonably incurred by him in furtherance of his duties hereunder anauthorized and approved by the Company in compliance with such rules relating there to as theCompany may, from time to time, adopt and as may be required in order to permit such payments asproper deductions to the Company under the Internal Revenue Code of 1986, as amended, and the ruleand regulations adopted pursuant thereto now or hereafter in effect.10. Facilities and Services. The Company shall furnish the Executive with office space,secretarial, support staff and such other facilities and services as shall be reasonably necessaryfor the performance of his duties under this Agreement.
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11. Mitigation Not Required. In the event this Agreement is terminated, the Executiveshall not be required to mitigate amounts payable pursuant hereto by seeking other employment orotherwise. The Executive’s acceptance of any such other employment shall not diminish or impairthe amounts payable to the Executive pursuant hereto.12. Place of Performance. The Executive shall perform his duties primarily in Belcamp,Maryland or locations within a reasonable proximity thereof, except for reasonable travel as theperformance of Executive’s duties may require.13. Insurance and Indemnity. During the Employment Period, if available at reasonablecosts, the Company shall maintain, at its expense, officers and directors fiduciary liabilityinsurance covering the Executive and all other executive officers and directors in an amount of noless than $1,000,000. The Company shall also indemnify the Executive, to the fullest extentpermitted by law, from any liability asserted against or incurred by the Executive by reason of thefact that the Executive is or was an officer or director of the Company or any affiliate or relatedparty or is or was serving in any capacity at the request of the Company for any other corporation,partnership, joint venture, trust, employment benefit plan or other enterprise. This indemnityshall survive termination of this agreement.14. Noncompetition.     a. The Executive agrees that, except in accordance with his duties under this Agreement onbehalf of the Company, he will not during this Agreement participate in, be employed in anycapacity by, serve as director, consultant, agent or representative for, or have any interest,directly or indirectly, in any enterprise which is engaged in the business of distributing, sellingor otherwise trading in products or services which are competitive to any products or servicesdistributed, sold or otherwise traded in by the Company or any of its subsidiaries during the termof the Executive’s employment with the Company, or which are competitive to any products orservices being actively developed, with the bona fide intent to market same, by the Company or anyof its subsidiaries during the term of the Executive’s employment with the Company. In addition,the Executive agrees that for a period of two years after the end of the term of this Agreement(unless this Agreement is terminated due to a breach of terms hereof by the Company in failing topay to the Executive all sums due him under the terms hereof, in which event the following shall beinapplicable), the Executive shall observe the covenants set forth in this Section 15 and shall notown, either directly or indirectly or through or in conjunction with one or more members of his orhis spouse’s family or through any trust or other contractual arrangement, a greater than fivepercent (5%) interest in, or otherwise control either directly or indirectly, any partnership,corporation, or other entity which distributes, sells, or otherwise trades in computer networksecurity products or other products which are competitive to any products or services beingdeveloped, distributed, sold, or otherwise traded in by the Company or any of its subsidiaries,during the term of this Agreement, or being actively developed by the Company or any of itssubsidiaries during the term of this Agreement with the Company with a bona fide intent to marketsame. Executive further agrees, for such two-year period following termination to refrain fromdirectly or indirectly soliciting Company’s vendors, customers or employees.
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     b. The Executive hereby agrees that damages and any other remedy available at law would beinadequate to redress or remedy any loss or damage suffered by the Company upon any breach of theterms of this Section 14 by the Executive, and the Executive therefore agrees that the Company, inaddition to recovering on any claim for damages or obtaining any other remedy available at law,also may enforce the terms of the this Section 14 by injunction or specific performance, an mayobtain any other appropriate remedy available in equity.15. Assignment of Patents. Executive shall disclose fully to the Company any and alldiscoveries he shall make and any and all ideas, concepts or inventions which he shall conceive ormake during his period of employment, or during the period of six months after his employment shallterminate, which are in whole or in part the result of his work with the Company. Such disclosureis to be made promptly after each discovery or conception, and the discovery, idea concept orinvention will become and remain the property of the Company, whether or not patent applicationsare filed thereon. Upon request and at the expense of the Company, the Executive shall makeapplication through the patent solicitors of the Company for letters patent of the United Statesand any and all other countries at the discretion of the company on such discoveries, ideas andinventions, and to assign all such applications to the Company, or at its order, forthwith, withoutadditional payment by the Company during his period of employment and for reasonable compensationfor time actually spent by the Executive at such work at the request of the Company after thetermination of the employment. She is to give the Company, its attorneys and solicitors, allreasonable assistance in preparing and prosecuting such applications and, on request of theCompany, to execute all papers and do all things that may be reasonably necessary to protect theright of the Company and vest in it or its assigns the discoveries, ideas or inventions,applications and letters patent herein contemplated. Such cooperation shall also include allactions reasonably necessary to aid the Company in the defense of its rights in the event oflitigation.16. Trade Secrets.     a. In the course of the term of this Agreement, it is anticipated that the Executive shallhave access to secret or confidential technical and commercial information, records, dataspecifications, systems, methods, plans, policies, inventions, material and other knowledge(“***Confidential Material***”) owned by the Company and its subsidiaries. The Executive recognizes andacknowledges that included within the Confidential Material are the Company’s confidentialcommercial information, technology, methods of manufacture, designs, and any computer programs,source codes, object codes, executable codes and related materials, all as they may exist from timeto time, and that they are valuable special and unique aspects of the Company’s business. All suchConfidential Material shall be and remain the property of the Company. Except as required by hisduties to the Company, the Executive shall not, directly or indirectly, either during the term ofhis employment or at any time thereafter, disclose or disseminate to anyone or make use of, for anypurpose whatsoever, any Confidential Material. Upon termination of his employment, the Executiveshall promptly deliver to the Company all Confidential Material (including all copies thereof,whether prepared by the Executive or others) that is in the possession or under the control of theExecutive. The Executive shall not be deemed to have breached this Section if the Executive shallbe specifically compelled by lawful order of any judicial, legislative, or administrative authority or body to disclose any confidentialmaterial or else face civil or criminal penalty or sanction.
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     b. The Executive hereby agrees that damages and any other remedy available at law would beinadequate to redress or remedy any loss or damage suffered by the Company upon any breach of theterms of this Section by the Executive, and the Executive therefore agrees that the Company, inaddition to recovering on any claim for damages or obtaining any other remedy available at law,also may enforce the terms of this Section by injunction or specific performance, and my obtain anyother appropriate remedy available in equity.17. Payment and Other Provisions After Change of Control.     a. In the event the Executive’s employment with the Company is terminated within one yearfollowing the occurrence of a Change of Control (other than as a consequence of death ordisability) either (x) by the Company for any reason other than for Cause, or (y) by Executive forGood Reason, then the Executive shall be entitled to receive from the Company, in lieu of theseverance payment otherwise payable pursuant to Section 8.a., the following:          (i) Base Salary: A lump sum equal to Executive’s annual base salary as in effect at the dateof termination, multiplied by three, shall be paid on the date of termination;          (ii) Target Incentive Compensation: The amount of the Executive’s target incentivecompensation under the applicable Executive Bonus Plan for the fiscal year in which the date oftermination occurs, multiplied by three, shall be paid on the date of termination; and          (iii) Other Benefits: Notwithstanding the vesting period provided for in the Company’s StockOption Plan and any related stock option agreements between the Company and the Executive for stockoptions granted Executive by the Company all of the options shall be fully vested and exercisableupon a Change of Control and termination of employment.     b. For purpose of this Agreement, the term “***Change of Control***” shall mean:          (i) The acquisition, other than from the Company, by any individual, entity or group (withinthe meaning of Rule 13d-3 promulgated under the Exchange Act or any successor provision) (any ofthe foregoing described in this Paragraph 18.b.i hereafter a “***Person***”) of 50% or more either (a)the then outstanding shares of Capital Stock of the Company (the “***Outstanding Capital Stock”)***or(b) the combined voting power of the then outstanding voting securities of the Company entitled tovote generally in the election of directors (the “***Voting Securities***”), provided, however, that anyacquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any or its subsidiaries or (y) any Person that iseligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13Gwith respect to its beneficial ownership of Voting Securities, whether or not such Person shallhave filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule13D with respect to beneficial ownership of 50% or more of the Voting Securities or (z) anycorporation with respect to which, following such acquisition, more than 60% of, respectively, thethen outstanding shares
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of common stock of such corporation and the combined voting power of the then outstandingvoting securities of such corporation entitled to vote generally in the election of directors isthen beneficially owned, directly or indirectly, by all or substantially all of the individuals andentities who were the beneficial owners, respectively, of the Outstanding Capital Stock and VotingSecurities immediately prior to such acquisition in substantially the same portion as theirownership, immediately prior to such acquisition, of the Outstanding Capital Stock and VotingSecurities, as the case may be, shall not constitute a Change of Control; or          (ii) Individuals who, as of the Effective Date, constitute the Board (the “***Incumbent Board***”)cease for any reason to constitute at least a majority of the Board, provided that any individualbecoming a director subsequent to the date of hereof whose election or nomination for election bythe Company’s shareholders, was approved by a vote of at least a majority of the directors thencomprising the Incumbent Board shall be considered as though such individual were a member of theIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption ofoffice is in connection with an actual or threatened election contest relating to the election ofthe Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or anysuccessor section, promulgated under the Exchange Act); or          (iii) Approval by shareholders of the Company of a reorganization, merger or consolidation (a“***Business Combination***”), in each case, with respect to which all or substantially all holders ofthe Outstanding Capital Stock and Voting Securities immediately prior to such Business Combinationdo not, following such Business Combination, beneficially own, directly or indirectly, more than60% of, respectively, the then outstanding shares of common stock and the combined voting power ofthe then outstanding voting securities entitled to vote generally in the election of directors, asthe case may be, of the corporation resulting from the Business Combination; or          (iv) (a) a complete liquidation or dissolution of the Company or (b) a sale or otherdisposition of al or substantially all of the assets of the Company other than to a corporationwith respect to which, following such sale or disposition, more than 60% of respectively, the thenoutstanding voting securities entitled to vote generally in the election of directors is then ownedbeneficially, directly or indirectly, by all or substantially all of the individuals and entitieswho were the beneficial owners, respectively, of the Outstanding Capital Stock and VotingSecurities immediately prior to such sale or disposition in substantially the same proportion astheir ownership of the Outstanding Stock and Voting Securities, as the case may be, immediatelyprior to such sale or disposition.     c. The following shall apply in the event of any payment or distribution from the Company tothe Executive under Section 8 or this Section.          (i) Excise Tax. If any payment or distribution by the Company to the Executive or forthe Executive’s benefit, or the acceleration of the time of any payment or distribution or vestingof any deferred compensation, stock option, restricted stock or other equity grant whether pursuantto the terms of this Agreement or otherwise, (a “Payment”) constitutes a parachute payment withinthe meaning of Section 280G(b)(2) of the Internal
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Revenue Code of 1986, as amended, (“***Code***”) and is subject to the excise tax imposed by Section4999 of the Code or any interest or penalties are incurred by the Executive with respect to suchexcise tax (such excise tax together with any such interest and penalties are hereinaftercollectively referred to as the “***Excise Tax***”), the Company will make an additional payment (a“***Gross-Up Payment***”) to the Executive in an amount such that, after payment by the Executive of alltaxes (including, any interest or penalties imposed with respect to such taxes) including, withoutlimitation, any federal, state or local income and employment taxes and the Excise Tax imposed uponthe Gross-Up Payment, the Executive will retain an amount of the Gross-Up Payment equal to theExcise Tax imposed on the Payment.          (ii) Determination of Gross Up Payment. Subject to the provisions of paragraph (iii)below, all determinations under this Section 18(c), including whether a Gross-Up Payment isrequired and the amount of the Gross-Up Payment, will be made by a national certified publicaccounting firm (the “***Accounting Firm***”) selected by the Company. The Accounting Firm shall providedetailed supporting calculations to both the Executive and the Company within fifteen (15) daysafter the later of the date of the Change in Control (or any other change in ownership or effectivecontrol of the Company that triggers application of the Excise Tax) or the date of the terminationof employment of the Executive with the Company. All fees and expenses of the Accounting Firm willbe borne solely by the Company. For purposes of determining the amount of the Gross-Up Payment,the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rateof federal income taxation for the calendar year in which the Gross-Up Payment is to be made and topay any applicable state and local income taxes at the highest applicable marginal rate of taxationfor the calendar year in which the Gross-Up Payment is to be made, net of the actual reduction infederal income taxes which is reasonably expected to result from the deduction of such state orlocal taxes if paid in such year (determined, however, with regard to limitations on deductionsbased upon the amount of the Executive’s adjusted gross income). The initial Gross-Up Paymentdetermined pursuant to this paragraph (ii) will be paid to the Executive by the Company within five(5) days after it receives the Accounting Firm’s determination. If the Accounting Firm determinesthat no Excise Tax is payable by the Executive, it will furnish the Executive with a writtenopinion that failure to report the Excise Tax on Executive’s applicable federal tax return will notresult in the imposition of a negligence or similar penalty. Any determination by the AccountingFirm will be binding on both the Executive and the Company. Notwithstanding the foregoing, as aresult of uncertainty in applying Section 4999 of the Code, it is possible that the Company willnot have made Gross-Up Payments that it should have made hereunder (an “***Underpayment***”). If theCompany exhausts its remedies pursuant to paragraph (iii) hereof and the Executive is thereafterrequired to pay any Excise Tax, the Accounting Firm will determine the amount of the Underpayment,inform the Executive and the Company in writing of the Underpayment, and, within five (5) days ofreceiving such written report, the Company will pay the amount of such Underpayment to theExecutive.          (iii) Notice and Payment of Excise Tax. The Executive must notify the Company inwriting of any claim by the Internal Revenue Service that if successful, would require the paymentby the Company of the Gross-Up Payment. The Executive must give such notification as soon aspracticable but not later than fifteen (15) days after the Executive is informed in writing of suchclaim and the notification must apprise the Company of the nature of
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such claim and the date on which such claim is required to be paid. The Executive agrees tonot pay such claim before the expiration of thirty (30) days following the date on which theExecutive give such notice to the Company (or such shorter period ending on the date that anypayment of taxes with respect to such is due). If the Company notifies the Executive in writingbefore the expiration of such 30-day period that it desires to contest such claim, the Executivemust (1) give the Company any information reasonably requested by the Company relating to suchclaim, and (2) take such action in connection with contesting such claim as the Company reasonablyrequests in writing from time to time, including, without limitation, accepting legalrepresentation with respect to such claim by an attorney selected by the Company; provided,however, that the Company will directly pay all costs and expenses (including additional interestand penalties) incurred in connection with such contest and will indemnify and hold the Executiveharmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a resultof such representation and payment of costs and expenses. The Company will control all proceedingsin connection with such contest and may, at its sole option, either direct the Executive to pay thetax claimed and sue for a refund or to contest the claim in any permissible manner, and theExecutive agrees to prosecute such contest to a determination before any appropriate administrativetribunal or court, as the Company may determine; provided, that if the Company directs theExecutive to pay such claim and sue for a refund, the Company will advance to the Executive theamount of such payment, on an interest-free basis, and will indemnify and hold the Executiveharmless, on an after-tax basis, from any tax, including interest or penalties, imposed withrespect to such advance. The Company’s control of the contest will be limited to issues withrespect to which a Gross-Up Payment would be payable hereunder, and the Executive will be entitledto settle or contest any other issue.          (iv) Refund of Excise Tax. If, after the Executive receives an advance by the Companypursuant to paragraph (iii) hereof, the Executive becomes entitled to receive a refund claimedpursuant to such paragraph (iii), the Executive will (subject to the Company’s complying with therequirements of such paragraph (iii)) promptly pay to the Company the amount of such refund(together with any interest thereon, after taxes applicable thereto). If, after the Executivereceives an amount advanced by the Company pursuant to paragraph (iii) hereof, a determination ismade that the Executive will not be entitled to any refund claimed pursuant to such paragraph(iii), and the Company does not notify the Executive in writing of its intent to contest suchdenial or refund before the expiration of thirty (30) days after such determination, the Executivewill not be required to repay such advance, and the amount of such advance shall offset, to theextent thereof, the amount of the required Gross-Up Payment.18. Notices. Any notice required or permitted to be given under this Agreement shall besufficient if in writing and if sent by registered or certified mail, return receipt requested tohis residence in the case of the Executive, or to its principal office in the case of the Company,or to such other addresses as they may respectively designate in writing.19. Entire Agreement; Waiver. This Agreement contains the entire understanding of theparties with respect to the employment relationship between Company and the Executive, andsupercedes any prior agreements relating to such relationship, including any Change of ControlAgreement, and may not be changed orally but only by an agreement in writing, signed by the partyagainst whom enforcement of any waiver, change, modification or discharge is sought.
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Waiver of or failure to exercise any rights provided by this Agreement in any respect shall not bedeemed a waiver of any further or future rights.20. Binding Effect; Assignment. The rights and obligations of this Agreement shall bindand inure to benefit of any successor of the Company by reorganization, merger or consolidation, orany assignee of all or substantially all of the Company’s business or properties. The Executive’srights hereunder are personal to and shall not be transferable nor assignable by the Executive.21. Headings. The headings contained in this Agreement are for reference purposes only andshall not affect the meaning or interpretation of this Agreement.22. Governing Law; Arbitration. This Agreement shall be construed in accordance with andgoverned for all purposes by the laws and public policy of the State of Delaware applicable tocontracts executed and to wholly performed within such state. Any dispute or controversy arisingout of or relating to this Agreement shall be settled by arbitration in accordance with the rulesof the American Arbitration Association and judgment upon the award may be entered in any courthaving jurisdiction thereover. The arbitration shall be held in Wilimington, Delaware or in suchother place as the parties hereto may agree.23. Further Assurances. Each of the parties agrees to execute, acknowledge, deliver andperform, and cause to be executed, acknowledged, delivered and performed, at any time and from timeto time, all such further acts, deeds, assignments, transfers, conveyances, powers of attorneyand/or assurances as may be necessary or proper to carry out the provisions or intent of thisAgreement.24. Severability. The parties agree that if any one or more of the terms, provisions,covenants or restrictions of this Agreement shall be determined by a court of competentjurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions,covenants and restriction of this Agreement shall be in full force and effect and shall in no waybe affected, impaired or invalidated.25. Counterparts. This Agreements maybe executed in several counterparts, each of whichshall be deemed to be and original, but all of which together will constitute on and the sameAgreement.IN WITNESS WHEREOF, SAFENET, INC. has caused this instrument to be signed by a duly authorizedofficer and the Executive has hereunto set his hand the day and year first above written.SAFENET, INC.   By_____________________________________________________  Name:  Title:        Chris Fedde  
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