**Exhibit 10.11**

 

**[VALICERT LETTERHEAD]**

 

February 18, 2003 

 

David Jevans 

530 Menlo Oaks Drive 

Menlo Park, California 94025 

 

 

Dear Mr. Jevans: 

 

Pursuant to our recent discussions, this letter memorializes the terms of your continued employment with Valicert, Inc. (the“Company”). 

 

1.    Salary.    Your salary is $165,000 on an annualized basis, less applicable withholding. 

 

2.    Bonus.    Immediately prior to the consummation of the Merger (as such term isdefined in the Agreement and Plan of Reorganization and Merger dated February 18, 2003, by and among Tumbleweed, Inc., Velocity Acquisition Sub, Inc., and the Company (the “Merger Agreement”)), you shall earn a bonus in the amount of$139,000, less applicable withholding (“Bonus”). In addition, you will receive a bonus of $15,000 related to performance for the year ended December 31, 2002. 

 

3.    Authorization For Payroll Deduction.    You acknowledgethat in connection with the exercise of certain options to purchase the Company’s common stock, the Company extended a loan to you in the principal amount of $360,000 (the “Loan”). You hereby authorize the Company to use the netproceeds of the Bonus, to the extent earned by you, to repay the Loan, including all accrued and unpaid interest as of that date. 

 

4.    Amendment of Stock Option Agreement.    Your stock option agreement shall be amended(the “Option Amendment”) to provide that immediately prior to the consummation of the Merger (as such term is defined in the Merger Agreement), options for 100,000 shares of the Company’s common stock that are unvested as of that dateshall become fully vested, and the period of time in which you may exercise your options shall be extended to two (2) years after your termination, with respect to the following stock option grants: options granted on December 12, 2002 and May 29,2002. Copies of the Option Amendments are attached hereto as Exhibit A-1 and Exhibit A-2. 

 

5.    Entire Agreement.    This Agreement, including the attached exhibit, constitutes theentire agreement between you and the Company relating to the specific subject matter hereof and supersedes prior negotiations, representations or agreements between you and the Company. 

 

6.    Modification.    This Agreement may only be modified oramended by a supplemental written agreement signed by you, an authorized representative of Tumbleweed and an authorized representative of the Company. 

 

7.    Termination.    If the Merger (as such term is defined in the Merger Agreement) isterminated and not consummated by the parties thereto, this Agreement shall immediately terminate, and the Company shall not be obligated to confer any of the benefits described in paragraphs 2,3 and 4 above. This Agreement shall terminate uponconsummation of the Merger (as such term is defined in the Merger Agreement). 

 

I agree that there is no other compensation or benefits in any form to which I am entitled from the Company. 

 

Please signand date this letter on the space provided below to acknowledge your acceptance of the terms of this Agreement. 

 

Sincerely,

/s/    TIMOTHY CONLEY

Timothy Conley

Chief Financial Officer

 

I agreeto and accept continued employment with Valicert, Inc. on the terms and conditions set forth in this Agreement. 

 

Date:    
 
2/18/03
   
/s/    DAVID JEVANS
      
David Jevans