SEPARATION AGREEMENT AND RELEASE



 EXHIBIT 10.1 
  
 August 30, 2004 
  
 Dave Carey 
 One Hanover Park 
 16633 Dallas Parkway, Suite 800 
 Addison, TX 75001 
  
 SEPARATION AGREEMENT AND RELEASE 
  
 Dear Dave: 
  
 Further to your discussion with Bill Conner on August 30, 2004, this letter agreement (“Agreement”) sets forth the arrangements we
have made with respect to your separation from Entrust, Inc. The arrangements will be as follows: 
  

	1.	As used in this Agreement, the term “Entrust” and/or “Company” shall mean Entrust, Inc., its subsidiaries (including enCommerce, Inc. and Entrust Limited),
affiliates, successors, assigns; and all past and present officers, directors, employees and agents (in their individual and representative capacities) of such entities. 

  

	2.	Your active employment with Entrust and assignment as President and Chief Operating Officer will end effective on the close of business on August 30, 2004 (the “End
Date”). Thereafter, subject to the terms hereof and provided that you: 

  

	 	(A)	return to the Company of an executed copy of the Waiver and Release enclosed herewith (“Waiver”) in compliance with the terms of such Waiver (as set out in paragraph 1);


  

	 	(B)	do not revoke such Waiver within the seven (7) day revocation period; 

  

	 	(C)	continue to comply in all material respects with the terms of this Agreement and the Waiver; and 

  

	 	(D)	continue to comply in all material respects with the Confidentiality, Non-Solicitation, Non-Competition, and Code of Conduct Agreement dated entered into at the time of your
employment (the “IP and Conflicts Agreement”) as reasonably determined by Entrust; 

  
 (conditions (A) through to (D) hereinafter referred to as the “Preconditions”), you will remain an employee of Entrust through to August 30,
2005 (the “Severance Period”) with your duties to be as follows: 
  

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

  

	 	•	Upon reasonable request, making available to Entrust advice, assistance and information related to your former job duties, including, but not be limited to,


  

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 offering and explaining evidence and providing sworn statements, deposition testimony and trial testimony
as may be deemed necessary by Entrust for the preparation of its position in any legal proceedings(s) involving issues brought against or initiated by Entrust of which you have knowledge. 
  
 In the event it is necessary for you to provide the aforementioned services,
you will be entitled to no additional compensation beyond that provided for in this Agreement, except that Entrust shall reimburse you for authorized, reasonable and documented travel expenses including, but not limited to, transportation, lodging
and meals. At the end of the Severance Period your employment relationship with Entrust will be ended and will not resume. 
  

	3.	During the Severance Period you will not have authority to act on behalf of Entrust, nor bind Entrust, nor to incur any expenses or seek reimbursement for any expense incurred,
without prior written authority. 

  

	4.	(a) Subject to your compliance with the Preconditions, you will continue during the Severance Period to receive your current base salary of $23,335.00 US per month, will continue to
be eligible for those Company-provided benefit and insurance programs in which you are participating as of the date of this letter under the terms of the controlling plans, programs or policies, and will continue to vest in current stock options
pursuant to the terms of controlling stock option plans and agreements (collectively the “Severance Benefits”). However, during the Severance Period you will not accrue additional vacation time or other paid time off, nor will you be
eligible for any bonuses, nor will you be eligible for salary increases, or new stock option grants. 

  
 (b) Whether you execute this Agreement or not, you will receive compensation of $5297.11, reflecting 39.35 hours of earned but not untaken vacation
accrued through to August 30, 2004. 
  
 (c) All amounts to be
paid under paragraphs 4(a) and 4(b) shall be subject to legally required and other authorized deductions and withholdings and will be paid at such time and in such manner as is consistent with the Company’s normal payroll practices. 

 

	5.	You acknowledge and represent that a time period of twenty-one (21) calendar days has been provided to you in order for you to consider the subject matter of this Agreement and that
the Company has advised you to consult with an attorney of your choice prior to signing this Agreement. In addition, you acknowledge that you will have seven (7) calendar days following the execution and return of this document to revoke this
Agreement by written notice. To be valid, Mr. Jay Kendry, Vice President, Chief Governance Officer and Secretary, Entrust, Inc., 16633 North Dallas Parkway, Addison, TX 75001 must receive the letter of revocation not later than the close of business
seven (7) calendar days after you sign and return this Agreement. This Agreement is effective on the eighth (8th) day after you have signed it (the “Effective Date”), unless timely revoked as set forth above. 

  

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	6.	All Entrust company provided benefits not expressly extended to you pursuant to this Agreement shall be terminated at 11:59 p.m. on the End Date. Following termination of your
coverage under Entrust’s group health benefit plans, continued health coverage will be offered as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the period required by law.


  

	7.	You shall reconcile and settle, as soon as possible, and in no event later than the End Date, any expenses incurred by you in connection with Entrust business for which you may be
entitled to reimbursement. 

  

	8.	You agree that you will not act in any manner that might damage the business of the Company. Without limiting the generality of the foregoing, you acknowledge and agree that you
will make no statement that would disparage Entrust or any director, officer or other employee or that would have a harmful effect upon the interests of Entrust, its customers or its shareholders. 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 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, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery device to the Company. The Parties also agree to refrain from any
defamation, libel or slander of the other Party or tortious interference with the contracts and relationships of the other Party. 

  

	9.	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, unless under a subpoena or other court order to do so. 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 individual(s)
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. Notwithstanding the foregoing, this obligation of confidentiality shall cease in respect of those
parts of the Agreement that are publicly disclosed by Entrust. 

  

	10.	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 including, but not limited to, information
regarding Company investments, programs, plans, and strategies; capital sources; customer and prospective customers; technical data; business/marketing plans or results; prospect lists; sales funnels, personnel matters regarding Company employees,
officers, and 

  

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 directors; manners of operation and services provided; negotiating positions and strategies; and other
information regarding potential strategic alliances and customer information (including without limitation Entrust’s strategies in Asia). 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 that during the term of this Agreement and for a period of one year, you will not directly or indirectly use or disclose any such information obtained through your
association with the Entrust, except as expressly authorized by the 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 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 such information. Accordingly, you agree that during your employment with Entrust (including throughout the Severance Period), and until the date one (1) year
following the Effective Date of this Agreement, 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 businesses:
VeriSign, Baltimore, RSA, Netegrity, Microsoft, Certicom, Entegrity, Arcot, Valicert, Computer Associates, Oblix, Access 360, Sun, Network Associates, Zixcorp, AOL/Netscape/iPlanet, 2Init, Tumbleweed and Waveset. 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, geographic and
scope limitations of this obligation 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 companies, and within the Territory as described above. The covenant described above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the
Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained 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


  

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 deemed to exceed the time, geographic or scope limitations permitted by Texas 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. 
  

	 	(c)	any attempt on your part to induce others to leave Entrust or any effort to interfere with Entrust’s relationships with its other employees would be harmful and damaging to
Entrust. Accordingly, you agree that for a period of one (1) year following the Effective Date of this Agreement you will not in any way, directly or indirectly, (a) induce, attempt to induce, or assist others in inducing any individual providing
services to Entrust to cease providing such services; (b) otherwise interfere with or disrupt Entrust’s relationship with its employees and contractors; (c) solicit, entice, or hire away any employee or contractor of Entrust; or (d) hire,
engage, or cause to be hired or engaged any current or former employee or contractor of Entrust whose relationship with Entrust ceased less than one year before the date of such hiring or engagement, without written consent of Entrust.


  

	11.	On or before the End Date you shall return to Entrust any and all property of Entrust and/or affiliates currently in your possession and/or subject to your control including, but
not limited to, any and all computer equipment, facsimile machine, 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. 

  

	12.	You agree that the foregoing consideration represents settlement in full of all outstanding obligations owed to you by the Company. You, on your own behalf, and on behalf of your
respective heirs, family members, executors, and assigns, hereby fully and forever release Entrust and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that you may possess arising from any
omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation: any and all claims relating to or arising from your employment relationship with the Company and the termination
of that relationship; any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under any state or federal law; any and all claims under the common law of any jurisdiction applicable to employment relationships including, but not limited to, wrongful
discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied;
promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with 

  

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 contract or prospective economic advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act, Older Workers Benefit Protection Act; and the Texas Commission on Human Rights Act; any and all claims for violation of the federal, or any state, constitution; any claim for any loss, cost, damage, or expense arising
out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as a result of this Agreement; and any and all claims for attorneys’ fees and costs. 
  
 The Company and you agree that the release set forth in this section shall
be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. You acknowledge and agree that any breach of any provision of this
Agreement by you shall constitute a material breach of this Agreement and shall entitle the Company immediately to recover the severance benefits provided to you under this Agreement. You shall also be responsible to the Company for all costs,
attorneys’ fees and any and all damages incurred by the Company in (a) enforcing the obligation, including the bringing of any suit to recover the monetary consideration, and (b) defending against a claim or suit brought or pursued by you in
violation of this provision. 
  

	13.	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. 

  

	14.	YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SEPARATION AGREEMENT / RELEASE AND THAT YOU UNDERSTAND ALL OF ITS TERMS AND EXECUTE IT VOLUNTARILY WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE
AND THE CONSEQUENCES THEREOF. FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE HAD AN ADEQUATE OPPORTUNITY TO REVIEW AND CONSIDER THE TERMS OF THIS SEPARATION AGREEMENT AND RELEASE, INCLUDING, AT YOUR DISCRETION, THE RIGHT TO DISCUSS THIS DOCUMENT WITH LEGAL
COUNSEL OF YOUR CHOICE. FINALLY, YOU HEREBY ACKNOWLEDGE THAT YOU INTEND TO GRANT TO COMPANY A FULL AND FINAL RELEASE AS SET FORTH HEREIN. 

  

	15.	The Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Parties hereto, or either of them,
either previously or in connection with this Agreement shall be deemed or construed to be an admission of the truth or falsity of any claims heretofore made or an 

  

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 acknowledgment or admission by either party of any fault or liability whatsoever to the other party or to
any third party. 
  

	16.	Except as expressly provided to the contrary or as precluded by operation of law, this Agreement shall be binding upon, and inure to the benefit of, you and your heirs,
administrators, representative, executors, successors, and assigns and its enforceability shall not be challenged by such individuals. 

  

	17.	The terms and conditions of this Agreement will be open for your review and consideration through the close of business on September 21, 2004 (“Expiry Date”). If you have
not returned an executed copy of this Agreement by facsimile or an original to Mr. Jay Kendry, at the address referenced in paragraph 5 of this Agreement, by the close of business by or on the Expiry Date, then the terms and conditions set forth in
this Agreement shall be withdrawn as of that time and date. 

  

	18.	This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and there are no promises, understandings or representations other than
those set forth herein. This Agreement may be modified only with a written instrument duly executed by each of the parties. This agreement supercedes all other agreements or understanding with respect to your employment with respect to the subject
matter hereof. 

  

	19.	The Parties agree that any and all disputes arising out of the terms of this Agreement, their interpretation, and any of the matters herein released, shall be subject to binding
arbitration in Colin County, Texas before the American Arbitration Association under its Employment Dispute Resolution Rules, or by a judge to be mutually agreed upon. The Parties agree that the prevailing party in any arbitration shall be entitled
to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties agree that the prevailing party in any arbitration shall be awarded its reasonable attorneys’ fees and costs. The Parties hereby agree to
waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph 19 will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction
over the parties and the subject matter of their dispute relating to Employee’s obligations under this Agreement and the agreements incorporated herein by reference. 

  

	20.	This Agreement shall be deemed to have been executed and delivered within the State of Texas, and it shall be construed, interpreted, governed, and enforced in accordance with the
laws of the State of Texas, without regard to choice of law principles. Any judicial proceeding related to any provision of this Agreement (to the extent permitted under the preceding paragraph) shall be instituted only in courts with venue in the
State of Texas, except that the Company may seek injunctive relief in any court having jurisdiction for any claim relating to the alleged misuse or misappropriation of the Company’s trade secrets or confidential or proprietary information.
Subject to the requirements of paragraph 19, you hereby expressly consent to venue and personal jurisdiction of the state and federal courts in the State of Texas for any lawsuit filed there against you by the Company arising from or relating to
this Agreement. 

  

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	21.	If any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable, in whole or in part, neither the validity of the remaining parts of such provision
nor the validity of any other provision of this Agreement shall in any way be affected thereby. In lieu of such invalid, illegal, or unenforceable provision, this Agreement shall be automatically reformed and construed to include provisions as
similar in terms to such invalid, illegal, or unenforceable provision as may be possible so as to be valid, legal, and enforceable. 

  

	22.	This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the
part of each of the undersigned. 

  
 IN WITNESS WHEREOF,
intending to be legally bound, the parties have executed this Agreement as of the day and year as set forth below. 
  

									
	 Entrust, Inc.
	 	 	 	 Dave Carey

					
	By:	 	 /s/ F. William Conner
	 	 	 	By:	 	 /s/ Dave Carey

					
	 Title:
	 	 Chairman & CEO
	 	 	 	 Date:
	 	 9/3/04

					
	 Date:
	 	 8-30-04
	 	 	 	 	 	 

  

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 EXHIBIT A 
  

WAIVER AND RELEASE 
  
 This Waiver and Release (“Waiver”) is entered into between Entrust Inc., its parents, subsidiaries (including enCommerce, Inc.), affiliates, successors,
assigns, officers, directors, employees, and agents (in their individual and representative capacities) (“Entrust” or the “Company”) and the undersigned employee (“Employee” or “you”). 
  

	 	1.	You acknowledge and represent that you have had, or have had the opportunity to have, at least twenty-one (21) calendar days to consider the subject matter of this Waiver and to
sign and return this document. To be valid, you must sign and return this Waiver to Mr. Jay Kendry, Vice President, Chief Governance Officer and Secretary, Entrust, Inc., 16633 North Dallas Parkway, Addison, TX 75001, no no later than the close of
business on September 21, 2004 (“Expiry Date”). In addition, you acknowledge that you will have seven (7) calendar days following execution to revoke this Waiver by written notice. To be valid, any revocation must be received by Mr. Kendry
at the address above no later than the close of business seven (7) calendar days after you sign this Waiver. 

  

	 	2.	Following your return to the Company of an executed copy of this Waiver and expiration of the seven (7) day revocation period, and provided that you continue to comply in all
material respects with the terms of this Waiver and the agreement to which it is ancillary (“Agreement”), the Company will pay you the Severance Benefits as defined in the Agreement, less appropriate deductions and withholdings. Such
payment will be made in accordance with the Company’s normal payroll practices and schedule. 

  

	 	3.	IN CONSIDERATION OF THE BENEFITS DETAILED ABOVE, YOU HEREBY FULLY AND UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE ENTRUST (EXCEPT FOR THE PROMISES AND COMMITMENTS CONTAINED
HEREIN), TO THE EXTENT PERMITTED BY LAW, FROM ANY AND ALL REAL OR PRETENDED CLAIMS CAUSES OF ACTION, RIGHTS, OR DEMANDS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR SALARY, INCENTIVE COMPENSATION, VACATION PAY, BENEFITS OR OTHER COMPENSATION AND
PERQUISITES; CLAIMS ARISING IN CONTRACT OR TORT; AND CLAIMS (INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO MAKE A CLAIM FOR DAMAGES IN YOUR OWN RIGHT OR THROUGH A SUIT BROUGHT BY ANY THIRD PARTY ON YOUR BEHALF) UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, THE CIVIL RIGHTS ACTS OF 1964 (AS AMENDED) AND 1991, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE TEXAS COMMISSION ON HUMAN RIGHTS ACT, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW OR
ORDINANCE. THE FOREGOING WAIVER AND RELEASE EXTENDS TO ALL CLAIMS YOU MAY NOW HAVE OR MAY HAVE HAD IN THE PAST DIRECTLY OR 

  

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 INDIRECTLY BASED UPON ANY FACT, MATTER, EVENT OR CAUSE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR
RELATING TO YOUR EMPLOYMENT BY ENTRUST AND YOUR SEPARATION THEREFROM, OR YOUR RELATIONSHIP WITH ENTRUST OR THE TERMS OF ANY WRITTEN OR ORAL EMPLOYMENT ARRANGEMENTS OR THE LIKE THAT YOU MAY HAVE ENTERED INTO WITH ENTRUST. WHILE THIS WAIVER MAY NOT BE
USED TO INTERFERE WITH YOUR RIGHT TO FILE A CHARGE OR PARTICIPATE IN AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY OTHER APPROPRIATE AGENCY, YOU UNDERSTAND AND AGREE THAT ENTRUST MAY USE THIS WAIVER
AS A DEFENSE TO ANY SUCH CHARGE YOU FILE, INVESTIGATION OR PROCEEDING IN WHICH YOU PARTICIPATE, OR REMEDY WHICH YOU SEEK. 
  

	 	4.	YOU ACKNOWLEDGE THAT YOU HAVE READ THIS WAIVER AND THAT YOU UNDERSTAND ALL OF ITS TERMS AND EXECUTE IT VOLUNTARILY WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND THE CONSEQUENCES
THEREOF. FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE HAD, OR HAVE HAD THE OPPORTUNITY TO HAVE, TWENTY-ONE DAYS TO REVIEW AND CONSIDER THE TERMS OF THIS WAIVER, INCLUDING, AT YOUR DISCRETION, THE RIGHT TO DISCUSS THIS DOCUMENT WITH LEGAL COUNSEL OF YOUR
CHOICE. FINALLY, YOU ACKNOWLEDGE THAT YOU INTEND TO GRANT TO ENTRUST A FULL AND FINAL RELEASE AS SET FORTH HEREIN. 

  

	 	5.	This Waiver shall not be construed in any way as an admission by Entrust or any party released under paragraph 3 that it has acted wrongfully with respect to you or that you have
any right to recover from Entrust or any such party. Entrust specifically disclaims and denies any liability to or wrongful conduct with respect to you. 

  

	 	6.	You understand this agreement shall be binding upon you and your heirs, administrators, representatives, executors, successors, and assigns and its enforceability shall not be
challenged by such persons. 

  

	 	7.	The terms and conditions of this Waiver will be open for your review and consideration through the close of business on Expiry Date. If you have not returned an executed copy of
this Waiver by facsimile or an original as prescribed in paragraph 1 of this Waiver, by the close of business on the Expiry Date, then the terms and conditions set forth in this Waiver shall be withdrawn as of that time and date.


  

	 	8.	You agree to indemnify and hold harmless Entrust and any party released under paragraph 3 from and against any loss, cost, damage, or expense (including 

  

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 attorneys fees) incurred by it or them as a result of any breach by you of this Waiver. 
  

	 	9.	This Waiver, in combination with the Agreement to which it is ancillary, constitutes the entire understanding of the parties with respect to the subject matter hereof and there are
no promises, understandings or representations other than those set forth herein. This Waiver may be modified only with a written instrument duly executed by each of the parties. 

  

	 	10.	This Waiver shall in all respects be interpreted, enforced and governed under the laws of the State of Texas. 

  

	 	11.	If any provision of this Waiver is determined to be invalid, illegal, or unenforceable, in whole or in part, neither the validity of the remaining parts of such provision nor the
validity of any other provision on this Waiver shall in any way be affected thereby. In lieu of such invalid, illegal, or unenforceable provision, there shall be added automatically as part of this Waiver a provision as similar in terms to such
invalid, illegal, or unenforceable provision as may be possible to be valid, legal, and enforceable. 

  
 IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Waiver as of the day and year as set forth below. 
  

									
	 Entrust, Inc.
	 	 	 	 Dave Carey

					
	By:	 	 /s/ F. William Conner
	 	 	 	By:	 	 /s/ Dave Carey

					
	 Title:
	 	 Chairman & CEO
	 	 	 	 Date:
	 	 9/3/04

					
	 Date:
	 	 8-30-04
	 	 	 	 	 	 

  

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