**EXHIBIT 10.13**

 

March 10, 2003 

 

Joseph (“Yosi”) Amram 

718 Loma Verde 

Palo Alto, California 94303 

 

Re: Employment Agreement 

 

Dear Mr. Amram: 

 

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

 

1. Salary. Your salary was $166,500 on an annualized basis, less applicable withholding, whichpayments ceased on February 28, 2003. 

 

2.Bonus. Immediately prior to the consummation of the Merger (as such term is defined in the Agreement and Plan of Reorganization and Merger dated February 18, 2003, by and among Tumbleweed Communications Corp. (“Tumbleweed”),Velocity Acquisition Sub, Inc., and the Company (the “Merger Agreement”)), you shall earn a bonus in the amount of $132,050, less applicable withholding (“Bonus”). 

 

3. Amendment of Stock Option Agreement. With respect to the following stock option grants: 86,956shares granted on March 4, 2002, 33,044 shares granted March 4, 2002 and 115,999 shares granted on December 12, 2002, your stock option agreement shall be amended (the “Option Amendment”) to provide that immediately prior to theconsummation of the Merger (as such term is defined in the Merger Agreement), such unvested options held by you shall become fully vested, and the period of time in which you may exercise these options shall be extended to two (2) years after thedate of consummation of the Merger. A copy of the Option Amendment is attached hereto as Exhibit A. 

 

4. Employment Agreement. Upon consummation of the Merger (as such term is defined in the Merger Agreement), and the payment of theBonus noted in paragraph 2 above, no further payments shall be due and payable pursuant to the Employment Agreement by and between Joseph (“Yosi”) Amram and the Company, dated as of August 27, 1997. 

 

5. Entire Agreement. This Agreement, including theattached exhibit, constitutes the entire 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) is terminated and not consummated by the partiesthereto, this Agreement shall immediately terminate, and the Company shall not be obligated to confer any of the benefits described in paragraphs 2 and 3 above. This Agreement shall terminate upon consummation of the Merger (as such term is definedin the Merger Agreement). 

 

I agree that there isno 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/    TIMOTHYCONLEY        

Timothy Conley

Chief Financial Officer

 

 

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

 

 

Date:
 
                3/17/03    
   
/S/ JOSEPHAMRAM