Separation Agreement



 EXHIBIT 10.28 
 SEPARATION AGREEMENT 
 This Separation Agreement (“Agreement”) is made by and between Entrust Limited and
Hansen Downer (“You” or “Your”). 
 RECITALS 
  

	1.	Further to your discussion with Bill Conner and Laura Owen on January 23, 2006, this Separation Agreement (“Agreement”) sets forth the understanding You and Entrust
Limited have made with respect to Your separation from Entrust Limited; 

  

	2.	The parties, and each of them, wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that You may have against Entrust as
defined herein, including, but not limited to, any and all claims arising or in any way related to Your employment with, or separation from, the Company; 

 NOW THEREFORE, in consideration of the promises made herein, the parties hereby agree as follows (effective as of the date that You sign this Agreement): 
 COVENANTS 
 1. Definitions 
 As used in this Agreement, “Entrust” and/or “Company” shall mean Entrust Limited, its parent, and all direct and indirect subsidiaries,
affiliates, related and/or associated companies of Entrust Limited’s parent, and all successors and assigns of all of the foregoing. 
 2.
Continuing Relationship; Salary Continuation and Benefits 
 (a) You will remain an employee of Entrust through to October 23, 2006 (the
“Separation Date”) with your duties to be as follows: 
  

	 	•	 	Being on administrative leave of absence available to advise on matters related to your former duties; and 

  

	 	•	 	You will not have authority to act on behalf of Entrust, nor to incur any expenses or seek reimbursement for any expense incurred, without prior written authority.


 After the Separation Date your employment relationship with Entrust will be ended and will not resume. 
 (b) You will continue to receive Your base salary in the form of salary continuance until the Separation Date. Your vacation will continue to accrue until March 23,
2006. Your total vacation accrual will be paid in a lump sum on your final pay deposit on or following the Separation Date. You be issued a Record of Employment with your final pay. All payments made to you will be subject to such statutory
deductions and remittances as may be required by law. Entrust will also maintain You on its benefit plans, however, Your coverage after January 23, 2006 will not include Emergency Travel Assistance, and Your coverage after March 20, 2006
will not include short-term disability, long-term disability, or life insurance, all of which will cease as of the indicated dates. You are advised to seek alternative coverage when traveling out of the province/country. You are also advised to seek
alternative coverage for short and long-term disability and life insurance. You may convert your group life coverage to an individual policy without proof of good health. Please contact Heather Black, Manager, Human Resources, for more information
in this regard. 
 (c) You will receive reimbursement for any expenses incurred in connection with Entrust’s business through to January 23, 2006,
provided that such expenses were incurred in accordance with Entrust’s expense policies. Please reconcile and settle these expenses by February 28, 2006. Expense forms can be obtained from the Entrust Limited Human Resources Department and
will be processed upon return to Entrust Limited. 
 (d) You will be entitled to continue, until the Separation Date or any earlier cutoff date specified in
your Promotion and Relocation Letter dated August 29, 2003 (the “Relocation Letter”), to receive reimbursement for Incidental Expenses as set forth in the Relocation Letter. Your entitlement to receive such reimbursement shall be
subject to all of the limitations set forth in the Relocation Letter, including, without limitation, the limitations that the reimbursement expenses must be incurred within three (3) years of September 22, 2003, that the reimbursement
expenses are subject to a cap of $50,000 U.S., that the reimbursements must be reported as income under applicable tax laws, and that all such expenses for which reimbursement is sought must be documented in accordance with the Entrust expense
reimbursement policy for business-related expenses. 
 3. Extended Vesting of Equity 
 Your rights with respect to options to purchase stock of Entrust, Inc., restricted stock units and/or stock appreciation rights (collectively, “Company Equity”)
granted on or before January 23, 2006 will continue to vest until the Sepration Date, at the rate and in the manner 







 prescribed by your applicable Company Equity award agreement(s), the governing Company Equity incentive plan, and
applicable board resolutions thereunder. You will have the right to exercise vested Company Equity until the end of a period of ninety (90) days following the Separation Date, as prescribed by such award agreement(s), incentive plan(s), and
board resolutions. Any unvested Company Equity as of the Separation Date shall be forfeited, and any vested and unexercised Company Equity as at the end of a ninety (90) day period following the Separation Date shall also be forfeited.

 4. References and Outplacement Assistance 
 Entrust appreciates your past contribution as an employee and is prepared to provide you with appropriate references, depending on circumstances, in order to aid you in returning to new and rewarding employment. In this regard, the parties
agree that your separation from Entrust shall be characterized as a resignation for personal reasons. However, to ensure the propriety and accuracy of all information conveyed to third parties with respect to your employment at Entrust, all
inquiries or requests for information or references should be directed the Entrust Limited Human Resources Department. As an additional benefit to You, outplacement will be provided to You with Drake Beam Morin upon execution of this Agreement.
This is an executive level program, which includes access to a career transition counselor. Drake Beam Morin will contact You directly at Your home number. 
 5. Reaffirmation of Your Duty of Confidence to the Company 
  

	(a)	You hereby recognize and reaffirm the promises and obligations in the Intellectual Property and Confidentiality Agreement executed by You on or about Your start date.


  

	(b)	You further agree that You will maintain the confidentiality of all trade secrets, confidential, proprietary, commercial, technical or other information of which You gained
knowledge during the course of Your employment with Entrust. 

  

	(c)	You acknowledge that You received in performing or in the course of Your duties during Your employment with the Company, confidential information pertaining to the activities, the
technologies, the operations and the business, past, present and future, of the Company (including information provided to Company in confidence by third parties) which information is not in the public domain. You acknowledge that such confidential
information belongs to the Company and that its disclosure or unauthorized use could be prejudicial to the Company and contrary to its interests. 

  

	(d)	You agree that this Agreement is a confidential document as are all the terms and conditions expressed herein. Accordingly, You agree that You will not directly or indirectly
disclose, publicize or discuss this Agreement, including its terms and/or conditions, with any employee and/or former employee of Entrust, or any other person except Your immediate family members, attorney, accountant, financial advisor, and/or
outplacement advisor. In the event that You discuss this Agreement with any of the aforementioned individuals, it shall be Your duty, responsibility and obligation to advise said individuals of the confidential nature of this Agreement, and to
direct them not to discuss the terms and/or conditions of this Agreement with any other person. 

  

	(e)	You agree that You will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any non-governmental third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so. You further agree both
to immediately notify the Company upon receipt of any court order, subpoena, or any legal discovery device that seeks or might require the disclosure or production of the existence or terms of this Agreement or the Company’s confidential
information (defined below), and to furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery device to the Company. 

  

	(f)	You further agree that You are a fiduciary of the Company and that You will continue to comply with Your ongoing obligations as a fiduciary of the Company. 


6. Non-Competition, Non-Solicitation and Non-Disparagement 
 You agree not to reveal, disclose, use, or to cause to be revealed, disclosed, or used, or to assist in the revelation, disclosure or use of, any such information or material, or any other matter with respect to Entrust, which may be
injurious or harmful to any of the Company’s interests, or the interest of any of its employees, officers or directors. Specifically, You shall issue no public statement on the business affairs, policies or the like of Entrust without the prior
written consent of Entrust. Without limiting the foregoing, You shall not disparage Entrust or any of its employees, officers or directors in any respect. 
 You hereby agree and acknowledge that: 
  

	 	(a)	 during Your employment with Entrust You have received and become acquainted with confidential, proprietary, and trade secret information and information provided to
Company in confidence by third parties, (collectively, “confidential information”) including, but not limited to, information regarding Company investments, programs, plans, and strategies; capital sources; customers and prospective
customers; technical data; business/marketing plans or results; prospect lists; sales funnels, personnel matters regarding Company employees, officers, and directors; manners of operation and services provided; negotiating positions and strategies;
and other information regarding potential strategic alliances and customer information. You hereby acknowledge 











	 	 
that such information has been and will be developed or acquired by the Company through the expenditure of substantial time, effort, and money, that such
information provides the Company with strategic and business advantages over others who do not know or use such information, and that the Company has implemented specific policies and practices to keep such information secret. Accordingly, You agree
You will not directly or indirectly use or disclose any such information obtained through Your association with Entrust, except as expressly authorized by Entrust in conducting the business of the Company or as required by an order of a court of
competent jurisdiction. 


  

	 	(b)	the nature of the Entrust confidential information described in the preceding paragraph, and Your Senior Vice President position with Entrust, makes it extremely unlikely that, even
using complete good faith, You could provide services in a similar capacity for a competitor of Entrust without drawing upon and utilizing and/or disclosing such information. Accordingly, You agree that for a period of one (1) year following
the date that You return this signed Agreement to Entrust, You will not, without the prior written consent of the Company, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or
(ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate yourself with
any of the following companies (including any parents, subsidiaries or related companies that are under common control with the listed companies): VeriSign, RSA, Computer Associates, Microsoft, Certicom, Identrust, Arcot, Cybertrust, Vasco, Sun
Microsystems, Network Associates, Zix Corporation, Postx, Tumbleweed, Passmark, Tricipher, Activecard, IBM (excluding IBM Global Services), and Oracle (“collectively, Competitors”). You further agree that for a period of one (1) year
following the date that You return this signed Agreement to Entrust, You will refrain from (i) soliciting, recruiting, hiring, discussing, or assisting others in soliciting, recruiting, hiring, or discussing, employment (or any consulting or
contracting arrangement) with any person who is, or was within the six-month period immediately preceding the date of any such activity, an employee of Entrust, and (ii) soliciting any Entrust customers to cease to purchase or use Entrust
products or services or to purchase or use competing products or services. Additionally, You agree that for the same period of time, You will not (i) refer any Entrust personnel to others for the purpose of soliciting, recruiting, hiring,
discussing, or assisting others in soliciting, recruiting, hiring, or discussing, employment (or any consulting or contracting arrangement) with any person who is, or was within the six-month period immediately preceding the date of any such
activity, an employee of Entrust, or (ii) refer any Entrust customers to any third parties who provide products or services that compete with those of Entrust. You acknowledge that Your fulfillment of the obligations contained in this provision
is necessary to protect the Company’s confidential information and, consequently, to preserve the value and goodwill of the Company. You further acknowledge the time, Competitor, geographic and scope limitations of these obligations are
reasonable, especially in light of the Company’s desire to protect its confidential information, and that You will not be precluded from gainful employment if You are obligated not to compete with the Company during the period, with the
Competitors as described above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this agreement to the extent
necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions above are deemed to exceed the time, geographic or scope limitations permitted by Ontario law, then such provisions shall be
reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. 

 7. Release

 You wholly release Entrust, its officers, directors, agents and employees from all actions, causes of action, complaints, demands and claims in
existence prior to, on, or after the date hereof, directly or indirectly arising from Your employment with Entrust and/or the termination thereof. More particularly, You wholly release Entrust from claims for damages for wrongful dismissal at common
law as well as all claims for non-salary benefits, vacation pay, bonuses, commissions, options for Company Equity, related employment expenses, and all claims under the Employment Standards Act, R.S.O. 1990, as amended, the Ontario Human
Rights Code, and any other applicable legislation, whether arising before, on, or after the date hereof. 
 8. Further Assistance

 Upon such reasonable request, and on such terms as shall be mutually agreed by You and the Company, You shall make yourself available to provide to
Entrust advice, assistance and information related to Your former job duties with the Company, including but not limited to offering and explaining evidence and providing sworn statement(s), deposition testimony and trial testimony as may be deemed
necessary by Entrust for the preparation of its position in any legal or other proceeding(s) involving issues brought against or initiated by Entrust of which You have knowledge. 
 In the event that it is necessary for You to provide the aforementioned services, Entrust shall reimburse You for authorized reasonable and documented travel expenses including but not limited to transportation,
lodging, meals and incidental expenses. 
 9. Entire Agreement 
 This Agreement constitutes the entire agreement and understanding between You and Entrust concerning Your separation from, and compensation by, Entrust and supersedes and replaces any and all prior and contemporaneous
agreements, representations and understandings regarding said subjects. This Agreement is executed without reliance on any promises, warranties or representations by any party or any representative of any party other than those expressly contained
in this Agreement. 







 10. Amendments 
 Any modification or amendment of this Agreement, or additional obligation assumed by either party in connection with this Agreement, shall be effective only if placed in writing and signed by authorized representatives of each party. No
provision of this Agreement can be changed, altered, modified, or waived except by an executed writing by the parties. 
 11. Governing Law

 This Agreement and the performance hereunder shall be governed by and interpreted in accordance with the laws of the Province of Ontario, excluding its
provisions on conflict of laws. The venue for any disputes in respect to this Agreement or Your employment with Entrust shall be Ottawa, Ontario. 
 12.
Severability 
 If any provision of this Agreement is held to be illegal, invalid or unenforceable by any competent authority, such illegality,
invalidity or unenforceability shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement. 
 13.
Binding 
 This Agreement shall be binding on the successors, heirs, assigns and legal representatives of the
parties hereto. 
 14. Remedy in Event of Breach 
 You understand and agree that, in the event of any breach by You of the terms of this Agreement, Your right to any further payments or benefits will immediately end. The cessation of further payments and benefits on account of such breach
will not, however, relieve You of Your obligations under this Agreement, nor will it limit Entrust’s right to any other relief it may be entitled to seek. 
 15. Return of Entrust Property 
 You shall return as soon as possible to Entrust all property of Entrust currently in your possession
and/or subject to your control including but not necessarily limited to any and all computer equipment, computer data files, portable telephones, Blackberries or any other mobile communication devices, facsimile machines, credit cards,
identification cards, files, memoranda, correspondence, compensation surveys, drawings, designs, financial records, customer lists, personnel files, personnel lists or the like, whether such materials shall be written instruments or tapes in
electronic and/or recorded format. Notwithstanding the foregoing, You shall be entitled to retain Your Dell laptop computer provided that You first allow the Entrust IT Department to take an image of that laptop computer and further provided that
after that image is taken all Entrust Confidential Information and all third-party software that has been licensed to Entrust is removed from that laptop computer. 
 16. Acknowledgment 
 You acknowledge having had the opportunity to obtain independent legal advice before executing this Agreement and
acknowledge that You fully understand the nature of the Agreement that You are voluntarily entering into. 
 IN WITNESS WHEREOF THE COMPANY HAS DULY
EXECUTED THIS AGREEMENT: 
  

	
	ENTRUST LIMITED
	
	 /s/ Michael Morgan


	Michael Morgan
	General Counsel
	ENTRUST LIMITED

 IN WITNESS WHEREOF YOU HAVE DULY EXECUTED THIS AGREEMENT: 
  

					
	 /s/ Joseph Wong

	 	 	 	 /s/ Hansen Downer


	Witness	 	 	 	Hansen Downer
			
	 Joseph Wong

	 	 	 	 Jan 24, 2006


	Printed Name	 	 	 	Date
			
	 January 24, 2006

	 	 	 	 
	Date