exv10w33






Exhibit 10.33




EMPLOYMENT AGREEMENT




     THIS
EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 26 2009 is by and between
Trustwave Holdings, a Delaware corporation (“Holdings”) and David Parkinson (“Executive”).



     WHEREAS, Holdings is engaged in, among other things, the business of corporate, Internet and
e-commerce security and information assurance, compliance, and vulnerability management and
compliance solutions, certification authority, identity management, Network Access Control,
managed security services, and with the acquisition of Vericpet Corporation, Data Loss
Prevention and other End Point Security Solutions (the “Business”);



     WHEREAS, Holdings and Vericept Corporation (“Vericept”) are entering into a merger agreement
wherein Vericept shall be merged into a wholly owned subsidiary of Holdings, and Executive
was an employee of Vericept and shall continue as an employee of Holdings under the terms and
conditions herein.



     WHEREAS, Holdings desires to continue to employ the Executive on the terms and conditions
hereinafter set forth contingent upon the merger of Vericept into a Holdings’ wholly owned
subsidiary (August 16,, 2009; “Effective Date”) and the Executive desires to accept such continuing
employment with Holdings. Executive further agrees and acknowledges that this Agreement shall
supersede and replace any and all prior agreements, written or oral, between Executive and
Vericept, and that all prior agreements shall be null and void, that all prior employment related
issues including all salaries, bonuses, accrued leave and other matters have been fully resolved to
the satisfaction of the Executive and that the Executive has no claims and agrees he shall not
pursue any claims nor sue for any matters related to his employment with Vericept.



     NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties agree as follows:



     1. Employment. The Executive shall be employed by Holdings as the Executive Vice President
(“EVP”) and General Manager of Trustwave’s Security Services business line, to include the acquired
Vericept business or in such other position as is consistent with the Executive’s education,
experience and background so long as the assignment of the Executive to such position is approved
by a resolution duly adopted by a majority of the Board of Directors of Holdings (the “Board”). The
Executive shall devote substantially all of the Executive’s working time and the Executive’s best
efforts to the Company and the Executive’s position, which
hall include such duties as the
CEO may from time to time reasonably direct that are consistent with the Executive’s education,
experience and background and that are not inconsistent with the Executive’s position. The
Executive shall not, during the Term (as defined below), have any paid employment other than with
Holdings or a subsidiary or affiliate of Holdings or serve as a director of any other business
corporation, except with the prior via oval of the Board and those identified on
Attachment B attached hereto. During the Term the Executive may engage in charitable, civic,
community or trade or industry association activities,
provided that such



 









 




activities do not interfere with the Executive’s duties hereunder or violate the terms of any
of the covenants contained in Sections 8, 9 and 10 hereof.




     2. Compensation.




     (a) Base Salary. From the Effective Date through the first anniversary of the Effective
Date, Holdings shall pay to the Executive a minimum base salary at the rate of $200,000 per
annum. Your base salary can be changed over time in the sole discretion of Trustwave. The
base salary under this Section 2(a) shall be payable to the Executive not less frequently
than monthly and shall be reduced by applicable taxes and withholdings.




     (b) Bonus. In addition to the. Executive’s base salary under Section 2(a) above, for
years during the Term commencing on or after the date hereof, the
Executives shall
be eligible to participate in a quarterly bonus plan to be established by Holdings and
approved by the Board (the “Parkinson Bonus Plan”). The quarterly bonus target shall be
determined by the Board in its sole discretion; provided, that the bonus target shall be no
less than 50% of the Executive’s base salary. Any bonus payable to the Executive pursuant to
the Parkinson Bonus Plan shall be based upon the satisfaction of performance criteria and
objectives set forth in the Parkinson Bonus Plan which shall be established within ninety
(90) days from the Execution Date. Except as provided in Section 7, to receive a bonus, the
Executive must still be employed with Holdings as of end of the relevant quarter for which
the bonus is earned and not be in breach of this Agreement.




     (c) Vericept Deferred Compensation. Within 30 days of the Effective Date, Holdings
shall pay Executive a one-time lump sum of $36,274.00 to satisfy all of the Executive’s
accrued salary and compensation liability as reflected on the Closing Date Balance Sheet for
the Agreement and Plan of Merger and Reorganization entered into as of August 2009, by and
among Trustwave Holdings, Inc. and Vericept Corporation.




     (d) Additional Cash Bonus. Holdings shall pay Executive a cash bonus (“Exercise Bonus”)
equivalent to the number of vested Holdings’ stock options actually exercised by Executive
multiplied by the difference of (i) the strike price of the Executive Stock Option Grant
Agreement identified in 3(a) below, minus (ii) $0.72 cents. The Exercise Bonus shall include such funds so the net effect, after taxes equals the difference between $0.72
cents and the option strike price at the time of exercise. The Exercise Bonus shall be paid
to the Executive within thirty (30) of the exercise of the stock options and through normal
Holdings’ payroll process and shall be reduced by applicable taxes and withholdings.



     3. Insurance, Retirement and Employee Benefit Plans, Fringe Benefits; Business Expenses.




     (a) Other Benefits and Perquisites. During the Term, the Executive shall be eligible to
participate in any plan of Holdings relating to stock options and stock grants, employee
stock purchase or ownership, 401(k), group life insurance, medical coverage, or other
employee benefit plans or arrangements that Holdings has adopted or may adopt for the
benefit of its employees. Holdings reserves the right to modify or terminate any



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employee benefit or perquisite at any time. Upon any termination or expiration of this
Agreement, the Executive will be entitled to all accrued benefits pursuant to all such
employee benefits or perquisites as provided in such employee benefits or perquisites.


Subject to approval by Trustwave’s Board of Directors, you will be granted 400,000 Series A Common
stock options pursuant to the Trustwave Stock Grant Agreement and the 2001 Trustwave Stock
Incentive Plan (“Plan” ) which shall vest: (i) twenty-five percent (25%) of the shares subject to
the stock option grant shall vest and become exercisable as of the first anniversary of the date
the option is granted and (ii) the remaining seventy-five (75%) of the shares subject to the stock
option grant shall vest equally over the subsequent twelve quarters (6.25% per quarter) and become
exercisable as of each successive anniversary of that date thereafter.





     (b) Business Expenses. During the Term, Holdings shall promptly reimburse the Executive
for all reasonable and customary expenses incurred by the Executive in furtherance of his
duties under this Agreement, including all expenses of travel and living expenses while away
from home on business or at the request of and in the service of the
Company, provided that such expenses are incurred and accounted for in accordance with the published
policies and procedures established by the Company. Such expenses shall be reimbursed upon
submission to Holdings of invoices containing original receipts for all such expenditures
and upon review by Holdings of the reasonable nature of such expenditures.



     4. Term. The employment under this Agreement shall be from the Effective Date until the
Executive’s employment terminates pursuant to Section 6 below (“Term”). The Term shall continue,
unless either the Executive or Holdings gives the other party a Notice of Termination as defined in
Section 6(f). If Executive gives such a Notice of Termination to Holdings, it shall be deemed, for
all purposes of this Agreement, as a termination by Executive without Good Reason pursuant to
Section 6(e)(1)(B).



     5. Vacations; Illness. The Executive is entitled to 30 days of annual leave which includes
twenty (20) days of Paid Time Off, seven (7) recognized holidays, and three (3) floating holidays.
The accrual of Paid Time Off and holidays shall be pursuant to the company’s policies as set forth
in the Trustwave Handbook except as follows:




     (a) that Executive has accured 54 days of Paid Time Off (“PTO”) as reflected Closing
Date Balance Sheet for the Agreement and Plan of Merger and Reorganization entered into as
of August 2009, by and among Trustwave Holdings, Inc. and Vericept Corporation. The
Executive’s Salary in Section 2(a) represents a 26.82% reduction from the Executive Salary
at Vericept. As such, for purposes of Paid Time Off, the accrued 54 days shall convert to 74
days of PTO as of the Effective Date and paid at the Executive’s Salary in Section 2(a).




     (b) The Executive shall be paid the equivalent of 10 days of PTO during the first
Holdings payroll after the Effective Date, and the Executive’s PTO balance shall be reduced
by 10 days to 64 days. Holdings, within 90 days of the Effective Date, shall also pay
Executive the equivalent of 37 days of PTO, and the Executive’s PTO balance shall



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be reduced to 27 days. For purposes of PTO accrual after the Effective, 27 days shall
be used as the Executive’s PTO balance. Executive shall begin to accrue additional PTO
consistent with this Section 5, however Executive shall not be entitled to accrue more than
32 PTO days. If the Executive’s PTO accrual balance drops below 20 days at any point after
the Effective Date, then Executive shall not be entitled to accrue more than 20 PTO days.



     6. Termination of Employment. The Executive’s employment may be terminated under the following
circumstances:




     (a) Death. The Executive’s employment shall terminate upon the Executive’s
death.




     (b) Incapacity. If the Executive is unable to perform the Executive’s duties
under this Agreement because of physical or mental incapacity or disability for a continuous
period of ninety (90) days, even with reasonable accommodation, the Executive will be deemed
to have terminated the Executive’s employment. The Incapacity of Executive will be
determined by agreement between Executive and Holdings; provided that if the Executive and
Holdings cannot so agree, than the Incapacity of Executive will be determined by a medical
doctor selected by written agreement of Holdings and Executive upon the request of either
party by notice to the other. If Holdings and Executive cannot agree on the
selection of a medical doctor, each of them will select a medical doctor and the two medical
doctors will select a third medical doctor who will determine whether Executive has an
Incapacity. The determination of the medical doctor selected under this Section 6(c) will be
binding on both parties. Executive must submit to a reasonable number of examinations by the
medical doctor making the determination of Incapacity under this Section 6(c), and Executive
hereby authorizes the disclosure and release to Holdings of such determination and all
supporting medical records. If Executive is not legally competent, Executive’s legal
guardian or duly authorized attorney-in-fact will act in Executive’s stead, under this
Section 6(c), for the purposes of submitting Executive to the examinations, and providing
the authorization of disclosure, required under this Section 6(c).




     (c)
Termination of Employment by Holdings. Holdings may terminate the
Executive’s employment at any time with or without Cause;
provided that the
Executive may be terminated for Cause under Sections 6(c)(1) or 6(c)(4) only if Holdings has
given the Executive written notice of such failure, stating that such failure will be
grounds for termination for Cause, if the Executive fails to cure such failure within 10
days following receipt of such written notice. For all purposes under this Agreement,
“Cause” shall mean:




     (1) Executive’s willful and intentional disregard of written instructions, to
include email, of the CEO which, in the CEO’s reasonable good faith judgment, has
caused or will cause substantial and material injury to the business and operations
to the Company or any of its subsidiaries;



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     (2) a material breach by the Executive of his duties hereunder (other than as a
result of his disability) which is willful, deliberate or grossly negligent on the
Executive’s part, or committed in bad faith;




     (3) a conviction of, or a plea of “guilty” or “no contest” to, a felony (other
than a felony resulting from a traffic violation), or the commission of any other
act or omission involving disloyalty, fraud or moral turpitude with respect to the
Company or its subsidiaries; provided, that in the reasonable judgment of the Board,
such failure has caused or will cause injury to the business and operations to the
Company or any of its subsidiaries;




     (4) a breach by the Executive of any one or more of the covenants contained in
Sections 8, 9 and 10 of this Agreement;




     (5) the Executive’s use of alcohol or illegal drugs which materially interferes
with the performance of his duties hereunder; and




     (6) the Executive’s material, knowing and intentional failure to comply with
applicable laws with respect to the execution of the Company’s or any of its
subsidiaries’ business and operations; provided, that in the reasonable
judgment of the Board, such failure has caused or will cause substantial and
material injury to the business and operations to the Company or any of its
subsidiaries.


No act or
failure to act shall be considered “willful” for this purpose unless done, or
omitted to be done, by the Executive other than in good faith and other than with a reasonable
belief that the Executive’s action or omission was in the best interests of the Company. The
Executive shall not be deemed to have been terminated for Cause unless the Executive shall have
been provided with a Notice of Termination as defined in Section 6(f).





     (e) Termination by the Executive.




     (1) The Executive may terminate the Executive’s employment (A) for Good Reason,
provided that the Executive may resign for Good Reason only if the Executive
provides notice of such reason for resignation to the Company stating that such
reason will be grounds for resignation for Good Reason if Holdings fails to cure
such reason within thirty (30) days following receipt of such notice or (B) for any
other reason by giving fifteen (15) days prior written notice to Holdings.




     (2) For this purpose, “Good Reason” shall mean (A) the Executive’s duties or
level of responsibility has been materially reduced from his duties or level of
responsibility as set forth in Section 1(a); (B) Holdings requires that the
Executive relocate his principal place of work more than 50 miles from the Boston,
MA, II, metropolitan area, (C) Holdings has unilaterally reduced the Executive Base
Salary under Section 2(a) or (D) any other material failure by Holdings to comply
with any material provisions of this Agreement which failure



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continues for more than thirty (30) days after written notice of such
noncompliance from the Executive pursuant to Section 6(e)(1).




     (f) Notice of Termination. Any termination of the Executive’s employment by
Holdings or by the Executive (other than termination pursuant to Section 6(b) or (c) hereof)
shall be communicated to the other party by a written Notice of Termination. Any Notice of
Termination given by a party shall specify the particular termination provision of this
Agreement relied upon by such party and, in the case of termination of the Executive’s
employment for Cause pursuant to Section 6(d) or the termination of the Executive’s
employment for Good Reason pursuant to Section 6(e), shall set forth in reasonable detail
the facts and circumstances relied upon as  providing a basis for the termination under such
provision.




     (g)
Termination Date.The Termination Date shall mean (1) if the Executive’s
employment is terminated by the Executive’s death, the date of the Executive’s death; (2) if
the Executive’s employment is terminated by Incapacity, the date ninety (90) days after the
Executive first becomes incapacitated; (3) if the Executive’s employment is terminated by
Holdings for Cause, the date specified in the Notice of Termination; (4) if the Executive
resigns for Good Reason, thirty (30) days following the date on which the Notice of
Termination is given, if Holdings fails to cure; (5) if the Executive resigns without Good
Reason, ten (10) business days following the date on which the Notice of Termination is
given or such later date as specified in the Notice of Termination; or (6) if the
Executive’s employment is terminated without Cause, ten (10) business days following the
date on which the Notice of Termination is given or such later date as specified in the
Notice of Termination. Holdings may, in its sole discretion, terminate the Executive’s
employment at any time during the ten day notice periods, provided it
pays the Executive the equivalent of the Executive’s base salary for the remainder of the
notice period.



     7. Compensation Upon Termination of Employment.




     (a)
Termination because of Death or Incapacity. If the Executive’s employment
is terminated during the Term because of the Executive’s death or Incapacity, all
obligations of Holdings hereunder (other than those which, pursuant to Section 12, survive
termination of this Agreement and other than any obligations of Holdings related to
any debt, equity or other securities (including options, warrants or securities convertible
or exchangeable into debt or equity) of Holdings held by the Executive) immediately shall
cease, except that the Company shall pay to the Executive or the Executive’s estate, as
applicable:




     (1) the Executive’s accrued base salary through the Termination Date to the
extent not theretofore paid;




     (2) a cash amount equal to the Executive’s accrued, unused vacation prorated
for the portion of the year worked and determined in accordance with Holdings’
policy;



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     (3) if and only if the performance criteria and objectives set forth in the
Company Bonus Plan are satisfied for the fiscal year of Holdings ended immediately
prior to the Termination Date, a n Annual Bonus under the Company Bonus Plan for
such fiscal year, to the extent not theretofore paid on a pro rata basis of that
fiscal year;




     (4) if within forty-five (45) days of the Termination Date the Executive or the
Executive’s legal representative signs a release of any and all claims substantially
in the form attached hereto as Attachment A (the “General Release”) and if
and only if, the performance criteria and objectives set forth in the Company Bonus
Plan are satisfied for the fiscal year of Holdings during which the Termination Date
occurs and Holdings has paid other senior executives bonuses for such year under the
Company Bonus Plan, a prorated Annual Bonus under the Company Bonus Plan for the pro
rata portion of that fiscal year;


Any Annual Bonus payable to the Executive under Section 7(a)(4) shall be paid to the Executive no
later Than 120 days following the end of the fiscal year for which it is awarded.





     (b)
Termination for Cause. If Holdings terminates the Executive’s employment
during the Term for Cause, all obligations of Holdings hereunder (other than those which,
pursuant to Section 12, survive termination of this Agreement and other than any
obligations. of Holdings related to any debt, equity or other securities (including options,
warrants or securities convertible or exchangeable into debt or equity) of Holdings held by
the Executive) immediately shall cease, except that Holdings shall pay to the Executive the
amounts specified in Sections 7(a)(1) and (2) hereof




     (c)Termination
by
the Executive without Good Reason. If the
Executive terminates the Executive’s employment during the Term without Good Reason, all
obligations of Holdings hereunder (other than those which, pursuant to Section 12, survive
termination of this Agreement and other than any obligations of Holdings related to any
debt, equity or other securities (including options, warrants or securities convertible or
exchangeable into debt or equity) of Holdings held by the Executive) immediately shall
cease, except that Holdings shall pay to the Executive the amounts specified in Sections
7(a)(1) through (3) hereof; and




     (d)
Termination without Cause or for Good Reason. If Holdings terminates the
Executive’s employment without Cause or the Executive terminates the Executive’s employment
for Good Reason, all obligations of Holdings hereunder (other
than those which,
pursuant to Section 12, survive termination of this Agreement and other than any obligations
of Holdings related to any debt, equity or other securities (including options, warrants or
securities convertible or exchangeable into debt or equity) of the Company held by the
Executive) immediately shall cease, except that




     (1) Holdings shall pay to the Executive the amounts specified in Sections
7(a)(1) through (3) hereof;



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     (2) if within forty-five (45) days of the Termination Date the Executive signs
the General Release, Holdings shall pay to the Executive, less applicable
taxes and withholdings, (i) the Executive’s then current base salary for six (6)
months and (ii) if and only if the performance criteria and objectives set forth in
the Company Bonus Plan are satisfied for the fiscal year of Holdings during which
the Termination Date occurs and Holdings has paid other senior executives bonuses
for such year under the Company Bonus Plan, a prorated Annual Bonus under the
Company Bonus Plan for the pro rata portion of that fiscal year (collectively, the
items described in clauses (i) and (ii), the “Severance Payments”). The Severance
Payments shall be paid on the same schedule as if the Executive were still employed
by Holdings. Notwithstanding the foregoing, no Severance Payments shall be made by
Holdings to the Executive following a final determination, no longer subject to
appeal, of a court of competent jurisdiction or as a result of arbitration pursuant
to Section 14(c)) that Executive has breached any of the covenants contained in
Section 8, 9 or 10 of this Agreement; and




     (3) if within forty-five (45) days of the Termination Date the Executive signs
the General Release, Holdings shall be continued on Holdings’ health
insurance plan for the six (6) month period commencing on. the Termination Date. In
the event such coverage is not permissible, for such six (6) month period Holdings
in its sole discretion shall either (i) pay the Executive’s COBRA premiums (at the
level of coverage the Executive had prior to the Termination Date) or (ii) provide
alternative health insurance coverage to the Executive that is no less favorable to
the Executive than the coverage the Executive had prior to the Termination Date.




     (4) if within forty-five (45) days of the Termination Date the Executive signs
the General Release, Holdings shall of accelerate the vesting of Executive’s stock
options as if Executive were employed for one additional year from the effective
date (e.g. if executive is terminated six (6) months after the Effective Date, then
Executive’s stock options shall vest as if he were employed for eighteen (18)
months.




     (e) Section 409A.




     (1) Anything in this Agreement to the contrary notwithstanding, if at the time
of the Executive’s separation from service within the meaning of Section 409A of the
Code, the Company determines that the Executive is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or
benefit that the Executive becomes entitled to under this Agreement on account of
the Executive’s separation from service would be considered deferred compensation
subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the
Code as a result of the application of Section 409A(a)(2)(BXi) of the Code, such
payment shall not be payable and such benefit shall not be provided until the date
that is the earlier of six months and one day after the Executive’s separation from
service, or the Executive’s death. If any such delayed cash payment is otherwise
payable on an installment



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basis, the first payment shall include a catch-up payment covering amounts that
would otherwise have been paid during the six-month period but for the application
of this provision, and the balance of the installments shall be payable in
accordance with their original schedule.




     (2) The parties intend that this Agreement will be administered in accordance
with Section 409A of the Code. To the extent that any provision of this Agreement is
ambiguous as to its compliance with Section 409A of the Code, the provision shall be
interpreted in such a manner so that all payments hereunder comply with Section 409A
of the Code or will be exempt from Section 409A of the Code. The parties agree that
this Agreement may be amended, as reasonably requested by either party, and as may
be necessary to fully comply with Section 409A of the Code and all related rules and
regulations in order to preserve the payments and benefits provided hereunder
without additional cost to either Party.




     (3) The determination of whether and when a separation from service has
occurred shall be made after applying the presumptions set forth in Treasury
Regulation Section 1.409A-1(h).



     8. Confidentiality. In consideration of the willingness of Holdings to employ the Executive
and the compensation to be paid and benefits to be received therefore, and for other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Executive
agrees as follows:




     (a) The Company Owns All of the Executive’s Work All improvements, discoveries,
inventions, designs, documents, literary works (including but not limited to books, articles
and white papers), licenses and patents, or other data devised, conceived, made, developed,
obtained, filed, perfected, acquired, or first reduced to practice, in whole or in part, in
the regular course of employment by the Executive during the period of the Executive’s
employment, and related in any way to the business, including development and research, of
the Company or any subsidiary or affiliate engaged in business substantially similar to that
of the Company shall be promptly disclosed to Holdings (collectively, “Works”). Any
copyrightable work falling within the definition of Works shall be deemed a “work made for
hire,” under the copyright laws of the United States, and ownership of all rights therein
shall vest in the Company. To the extent that any work is not deemed to be a “work made for
hire,” the Executive hereby assigns and transfers to the Company all of the Executive’s
right, interest and title thereto, and such Works shall become the property of the Company.
The Executive further waives any “moral” rights, or other rights with respect to attribution
of authorship or integrity of such Work that he may have under any applicable law, whether
under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort
or other legal theory. During the Term and at any time thereafter, upon request of Holdings,
the Executive will promptly join and render assistance in any proceedings and execute any
papers necessary to file and prosecute applications for, and to acquire, maintain and
enforce, letters, patent trademarks, registrations and/or copyrights, both domestic and
foreign, with respect to such improvements, discoveries, inventions, designs, documents,
licenses and patents, or other data as required for vesting and maintaining title to same in
the Company. This



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Section 8(a) does not apply to (X) Works when all of the following criteria are met (i)
no equipment, supplies, facilities, or Confidential and Proprietary Information (as defined
in Section 8(b) hereof) was used in developing the Works or in applying for or obtaining a
patent or copyright (ii) the Work was developed entirely on the Executive’s own time; (iii)
the Work does not relate directly to the business of the Company or any of its subsidiaries
or affiliates or to actual or demonstrably anticipated research or development by the
Company or any of its subsidiaries or affiliates and (iv) the Work does not result from any
work performed by the Executive for or at the request of Holdings or any of its subsidiaries
or affiliates or (Y) books written by the Executive and published prior to the Effective
Date or other literary works determined by the Board in its sole discretion to be excluded
from the application of this Section 8(a).




     (b) Non-Disclosure of Confidential Information. The Executive agrees and acknowledges
that the term “Confidential and Proprietary Information” shall mean any and all information
which the Executive learns as a result of the Executive’s employment with Holdings and which
is not in the public domain, in any form, emanating from or relating to the Company and its
subsidiaries and affiliates, including, but not limited to, trade secrets, technical
information, costs, designs, drawings, processes, systems, methods of operation and
procedures, formulae, test data, know-how, improvements, price lists, financial data, code
books, invoices and other financial statements, computer programs, discs and printouts,
sketches and plans (engineering, architectural or otherwise), employees’ and consultants’
benefits, perquisites, salaries, stock options, compensation, formulas or bonuses, and their
non-business addresses and telephone numbers, organizational structure and reporting
relationships, customer lists, telephone numbers, names, addresses, information about
equipment and processes (including specifications and operating manuals), or any other
compilation of information written or unwritten that is used in the business of the Company
or any subsidiary or affiliate that gives the Company or any subsidiary or affiliate any
opportunity to obtain an advantage over competitors of the Company who do not know or use
such information. The Executive agrees and acknowledges that all Confidential and
Proprietary Information, in any form, and all copies and extracts thereof, is and are and
shall remain the sole and exclusive property of the Company and, upon termination of the
Executive’s employment with Holdings, the Executive hereby agrees to return to the Company
the originals and all copies of any Confidential and Proprietary Information provided to or
acquired by the Executive during the period of the Executive’s employment. Executive agrees
that he/she shall not, at any time during or after the Executive’s employment, disclose to
any unauthorized person or use for the Executive’s own account any of such Confidential
Information without Holdings’ prior written consent, unless and to the extent that any
Confidential Information (i) becomes generally known to and available for use by the public
other than as a result of Executive’s acts or omission to act, or (ii) is required to be
disclosed pursuant to any applicable law or court order, provided that with respect to the
foregoing clause (ii), Executive shall at the earliest practicable date provide a copy of
the subpoena or court order to Holdings.




     (c) Customers’ Information. The Executive understands and acknowledges that each
customer of the Company or its subsidiaries or affiliates may disclose information that will
be within the Company’s control in connection with the Company’s



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furnishing of services to its customer. The Executive covenants and agrees to hold such
information in the strictest confidence and shall treat such information in the same manner
and be obligated by the provisions of this Agreement as if such information were
Confidential and Proprietary Information, as defined in Section 8(b) hereof.



     9. Covenant Not to Compete. During the Executive’s employment with Holdings and for a period
of six (6) months thereafter (the “Non-Competition Period”), the Executive shall not directly or
indirectly own more than 3% manage, operate, control or be employed by or participate in more than
3% of the ownership, management, operation or control of any business, business unit or subsidiary
of a company that generates more than 10% of its gross revenues from the Prohibited Business (as
defined below) or has plans to conduct more than 10% of its gross revenues from the Prohibited
Business within the geographical area in the United States in which, as of the Termination Date,
the Company or any of its subsidiaries conduct the Prohibited Business or have written plans to
conduct the Prohibited Business. The “Prohibited Business” shall mean the Business conducted by the
Company or any of its subsidiaries specific to compliance, vulnerability management, Network Access
Control, managed security services, and with the acquisition of Vericpet Corporation, Data Loss
Prevention on the Termination Date and during the six month period prior to the Termination Date.



     10. Non-Solicitation. During the Executive’s employment with Holdings and for a period of
twelve (12) months thereafter (the “Non-Solicitation Period”), the Executive shall not, except with
prior written approval of the Board, directly or indirectly, individually or as part of or on
behalf of any other person, company, employer or other entity:




     (a) (i) persuade or attempt to persuade any existing customer or agent with which the
Company has a contract (“Contracted Customer”) to cease doing business constituting the
Prohibited Business with the Company or any of its subsidiaries, or to reduce the amount of
business constituting the Prohibited Business any customer or agent does with the Company or
any of its subsidiaries, or (ii) solicit for himself or any entity any business.
constituting the Prohibited Business of a Contracted Customer of the Company or any of its
subsidiaries or solicit any business constituting the Prohibited Business which was a
Contracted Customer of the Company or with which the Executive is aware (or is made aware
prior to the Termination Date) that the Company is in direct discussions as a prospective
Contracted Customer of the Company (or any of their subsidiaries) within twelve (12) months
prior to the Termination Date; or




     (b) hire, attempt to recruit or solicit for hire, or for any purpose whatsoever
encourage to end or abandon their employment, reduce or diminish in any way their
relationship or breach any agreement, with the Company or any of its subsidiaries, any
persons who have been employed by the Company or any of its subsidiaries at any time within
the twelve (12) months prior to such hiring, recruitment or solicitation, other than (i) any
such employee whose employment with the Company or any of its subsidiaries is terminated by
the Company or any of its subsidiaries, or (ii) any such employee who voluntarily terminates
his or her employment with the Company or any of its subsidiaries, so long as the Executive
did not induce or encourage such employee so to voluntarily terminate his or her employment.
The parties acknowledge that the restrictions contained



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in this Sections 10(b) will not apply to any general advertisements or solicitations
for employees.



     11. Amendments or Additions: Action by Board. No amendments or additions to the Agreement
shall be binding unless in writing and signed by all parties hereto. The prior approval by a
majority affirmative vote of the full Board shall be required in order for Holdings to authorize
any amendments or additions to this Agreement, to give any consents or waivers of provisions of
this Agreement, or to take any other action under this Agreement including any Notice of
Termination.



     12. Survival. Sections 3, 8, 9, 10 and 14(c) of this Agreement shall survive and continue in
full force and effect in accordance with their respective terms, notwithstanding the termination of
the Executive’s employment hereunder.



     13. Representations. The Executive represents and wan-ants to Holdings that (a) the execution,
delivery and performance of this Agreement by the Executive does not and will not conflict with,
breach, violate or cause a default under any contract, agreement, instrument, order, judgment or
decree to which the Executive is a party or by which the Executive is bound, (b) the Executive is
not a party to or bound by any employment agreement, non-competition agreement or confidentiality
agreement with any other person or entity and (c) upon the execution and delivery of this Agreement
by Holdings, this Agreement shall be the valid and binding obligation of the Executive, enforceable
in accordance with its terms.



     14. Miscellaneous.




     (a) Notices. Any notice required or permitted hereunder shall be given in writing and
shall be personally delivered or mailed by first class registered or certified mail, postage
prepaid, return-receipt-requested, or transmitted by facsimile.




If notice is to be sent to Holdings, it will be sent to:




Trustwave Holdings, Inc.

Legal Department

70 W. Madison, Suite 1050

Chicago, IL 60602

(312) 873-7500




If notice is to be sent to the Executive, it will be sent to:




David Parkinson

4 Palmer Ave

Walpole, Ma, 02081

(508) 801-0486


Each notice or communication that shall have been transmitted in the manner described above, or
that shall have been delivered to a telegraph company, shall be deemed sufficiently given, served,
sent or received at such time as it is received (or refused) by the addressee (with the return
receipt, delivery receipt or (with respect to a telex) the answer back being deemed






12









 







conclusive, but not exclusive, evidence of such sending) or at such time as delivery is refused by
the addressee upon presentation.





     (b)
Severability and Reformation. Nothing in this Agreement shall be construed
so as to require the commission of any act contrary to law and wherever there is any
conflict between any provision of this Agreement and any law, statute, ordinance, order or
regulation, the latter shall prevail, but in such event any necessary action will be taken
to bring it within applicable legal requirements. If any provision of this Agreement should
be held invalid or unenforceable, the remaining provisions shall be unaffected by such a
holding.



     If at any time of enforcement of Section 9 or 10 of this Agreement, a court or an arbitrator
holds that the restrictions stated therein are unreasonable under circumstances then existing, the
parties hereto agree that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that the court
or arbitrator shall be allowed to revise the restrictions contained therein to cover the maximum
period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator
to increase or broaden any of the restrictions in Section 9 or 10 of this Agreement.




     (c) Dispute Resolution.




     (1) Arbitration.The Executive and Holdings will mediate, and
if mediation is unsuccessful, then arbitrate any and all controversies, claims or
disputes arising out of or relating to this Agreement or the Executive’s employment
with Holdings (“Claims”) before the American. Arbitration Association (“AAA”), in
the city in which the Executive’s principal office is located, in accordance with
the AAA’s National Rules for the Resolution of Employment Disputes including, but
not limited to, the rules and procedures applicable to the selection of arbitrators.
Each of Holdings and the Executive waives any rights to a trial by jury in any
controversy, claim or dispute with Holdings, including those that arise under any
federal, state or local law, including without limitation, claims of harassment,
discrimination or wrongful termination under common law or under Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with
Disabilities Act, the Age Discrimination in Employment Act or the Older Workers’
Benefit Protection Act. Except as otherwise set forth in this Agreement, the cost of
any mediation or arbitration hereunder, including the cost of the record or
transcripts thereof, of any administrative fees, and all other fees involved (other
than the Executive’s attorneys’ fees) shall be borne by Holdings; provided, however,
that if the arbitrator determines that the claim or position of the Executive was
frivolous or in bad faith, the Executive will bear the full costs of such
arbitration (other than Holdings’ attorneys’ fees).




     (2)
Injunctive Relief. Notwithstanding the agreement to
arbitrate, a breach by the Executive of his obligations under Sections 8, 9, or 10
of this Agreement would cause the Company irreparable harm, and no adequate remedy



13









 






at law would be available in respect thereof. Accordingly, if any dispute
arises between the parties under Sections 8, 9, or 10 herein, Holdings shall not be
required to arbitrate such Claim under Section 14(0(1), but shall have the right to
institute judicial proceedings in any appropriate jurisdiction and shall be entitled
to seek relief enjoining such acts. If such judicial proceedings are instituted,
such proceedings shall not be stayed or delayed pending the outcome of any
arbitration proceeding under Section 14(c)(1) of this Agreement. Further, the
Executive and Holdings waive any objections to the jurisdiction of such courts based
on improper or inconvenient forum.




     (d) Complete Agreement. This Agreement, including all attachments hereto, and the
General Release contain the entire agreement and understanding between the parties relating
to the subject matter hereof, and supersede any prior understandings, agreements or
representations by or between the parties, written or oral, relating to the subject matter
hereof.




     (e) Successors or Assigns. This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of any successor or successors of Holdings by way
of reorganization, merger or consolidation and any assignee of all or substantially all of
its business assets, but except as to any such successor or assignee of Holdings, neither
this Agreement nor any rights or benefits hereunder may be assigned by Holdings or the
Executive. Notwithstanding the foregoing, in the event of the death of the Executive all
rights to receive payments hereunder shall become rights of the Executive’s estate.




     (f) Section Headings. The section headings used in this Agreement are included solely
for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement.




     (g) Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State where the Executive is employed without regard to principles of
conflict of laws.




     (h) Counterparts. This Agreement may be executed in two counterparts, each of which
shall be deemed to be an original and both of which together shall constitute one and the
same instrument.



     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and year
first above written.



	 	 	 	 	 	 	 	 	 

	TrustWave ldings, Inc.	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Robert McCullen	 	 	 	/s/ David Parkinson	 	 
	 

	 	 

Robert McCullen
	 	 	 	 

David Parkinson
	 	 
	 

	 	CEO	 	 	 	 	 	 






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Attachment A




GENERAL RELEASE



     THIS GENERAL RELEASE (“Release”) is executed by Dave Parkinson (the “Executive”) pursuant to
Section 7(a)(4), 7(c)(2) or 7(d)(3) and (4) of the Employment Agreement dated as of May 22, 2008 by
and between Trustwave Holdings, Inc., a Delaware corporation (the “Company”) and the Executive (the
“Employment Agreement”).



     WHEREAS, the Executive’s employment with the Company is terminating;



     WHEREAS, the Executive has had 45 days to consider the form of this Release;



     WHEREAS, the Company advised the Executive in writing to consult with an attorney before
signing this Release;



     WHEREAS, the Executive acknowledges that the consideration to be provided to the Executive
under the Employment Agreement is sufficient to support this Release; and



     WHEREAS, the Executive understands that the Company regards the representations and covenants
by the Executive in the Employment Agreement and this Release as material and that the Company is
relying on such representations and covenants in paying amounts to the Executive pursuant to the
Employment Agreement.



     THE EXECUTIVE THEREFORE AGREES AS FOLLOWS:



     1. The Executive shall receive the payments and benefits set forth in Section 7(a)(4), 7(c)(2)
or 7(d)(3) and (4) of the Employment Agreement in accordance with the terms and subject to the
conditions thereof.



     2. The Executive, on behalf of himself and anyone claiming through him, hereby agrees not to
sue the Company or any division, subsidiary, affiliate or other related entity of the Company
(whether or not such entity is wholly owned) or any of the past, present or future directors,
officers, administrators, trustees, fiduciaries, employees, agents, attorneys or shareholders of
the Company or any of such other entities, or the predecessors, successors or assigns of any of
them (hereinafter referred to as the “Released Parties”), and agrees to release and discharge,
fully, finally and forever, the Released Parties from any and all claims, causes of action,
lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises,
sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, both
known and unknown, asserted or not asserted, foreseen or unforeseen, which the Executive ever had
or may presently have against any of the Released Parties arising from the beginning of time up to
and including the date of this Release, including, without limitation, all matters in any way
related to the Executive’s employment by the Company or any of its subsidiaries or affiliates, the
terms and conditions thereof and the termination or cessation of the Executive’s employment by the
Company or any of its subsidiaries or affiliates, and including, without limitation, any
.and all claims arising under the Civil Rights Act of 1964, the Civil Rights Act of
1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers’
Benefit Protection Act, the Family and Medical Leave Act, the Americans



 









 




With Disabilities Act, the Employee Retirement Income Security Act of 1974, each as may be
amended from time to time, or any other federal, state, local or foreign statute, regulation,
ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing
contained in this Release shall apply to, or release the Company from, (a) any obligation of the
Company contained in Section 3 or 7 of the Employment Agreement, or (b) any obligation of the
Company related to any debt, equity or other securities (including options, warrants or securities
convertible or exchangeable into debt or equity) of the Company held by the Executive. The
consideration offered in Section 7(a)(4), 7(c)(2) or 7(d)(3) and (4) of the Employment Agreement is
accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any
and all claims or potential claims, and the Executive expressly agrees that, except as expressly
provided in the provision within the immediately preceding sentence, the Executive is not entitled
to, and shall not receive, any further recovery of any kind from the Company or any of the other
Released Parties, and that in the event of any further proceedings whatsoever based upon any matter
released herein, neither the Company nor any of the other Released Parties shall have any further
monetary or other obligation of any kind to the Executive, including any obligation for any costs,
expenses or attorneys’ fees incurred by or on behalf of the Executive.




     3. The Executive expressly represents and warrants that the Executive is the sole owner of the
actual and alleged claims, demands, rights, causes of action and other matters that are released
herein; that the same have not been transferred or assigned or caused to be transferred or assigned
to any other person, firm, corporation or other legal entity; and that the Executive has the full
right and power to grant, execute and deliver the general release, undertakings and agreements
contained herein.



     4. ACKNOWLEDGMENT
BY EXECUTIVE. BY EXECUTING THIS RELEASE, THE EXECUTIVE
EXPRESSLY ACKNOWLEDGES THAT THE EXECUTIVE HAS READ THIS RELEASE CAREFULLY, THAT THE EXECUTIVE FULLY
UNDERSTANDS ITS TERMS AND CONDITIONS, THAT THE EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS RELEASE, THAT THE EXECUTIVE HAS BEEN ADVISED THAT THE EXECUTIVE
HAS 45 DAYS WITHIN WHICH TO DECIDE WHETHER OR NOT TO EXECUTE THIS RELEASE AND THAT THE EXECUTIVE
INTENDS TO BE LEGALLY BOUND BY IT. DURING A PERIOD OF SEVEN DAYS FOLLOWING THE DATE OF THE
EXECUTIVE’S EXECUTION OF THIS RELEASE, THE EXECUTIVE SHALL HAVE THE RIGHT TO REVOKE THE RELEASE OF
CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT BY SERVING THE COMPANY WITHIN SUCH PERIOD
WRITTEN NOTICE OF REVOCATION.



     5. This Release contains the entire agreement and understanding between the parties relating
to the subject matter hereof and supersedes any prior understandings, agreements or representations
by or between the parties, written or oral, relating to the subject matter hereof.



     6. This Release shall be governed and construed in accordance with the laws of the State where
the Executive is employed without regard to principles of conflict of laws.



     (SIGNATURE ON NEXT PAGE)



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	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Dave Parkinson
	 
	 	 	 	 	 	 
	 

	 	Date: 	 	 	 	 
	 

	 	 	 

	 	 






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Attachment B



Board Memberships and other activities



Board Member — CBT Campus, an e-learning company



River Ridge Consulting Group — 100% owner, no active involvement other than viewing financials



River Ridge Consulting Group II — reallocation of ownership of River Ridge



River Ridge Development — residential real estate and refurbishment business





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