**EXHIBIT 10.1**

**ENTRUST, INC.**

**Officer**

**Non-Statutory Stock Option Agreement**

Granted Under the 2006 Stock IncentivePlan 

 

This agreement evidences thegrant by Entrust, Inc., a Maryland corporation (the “Company”), on **the issue date to participant (see summary above)**to an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on theterms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), **the total quantity (see summary above)**of shares of common stock, $0.01 par value, of the Company (“Common Stock”) (the“Shares”) **at the grant price (see summary above** per Share. Unless earlier terminated, this option shall expire on the seventh anniversary of the date of grant (the “Final Exercise Date”). It is intended that the optionevidenced by this agreement shall **not be an incentive stock option**as defined in Section 422 of the United States Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except asotherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 

 

(a) Regular Vesting.[INSERT VESTING INFORMATION]. This option shall expire upon, and will not be exercisable after, the Final Exercise Date. 

(b) CumulativeExercise. The right of exercise shall be cumulative so that if the option is not exercised to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested which werenot so purchased, at any time prior to the Final Exercise Date or the earlier termination of this option. 

(c) Accelerated vesting.If, within 12 months after an Acquisition Event (as defined in the Plan), (a) the Participant is terminated by the Company without “Cause;” or (b) if the Participant has an employment agreement or severance or change in controlagreement with the Company or an affiliate of the Company, (x) there is a termination by the Participant for “Good Reason” (as defined in the applicable agreement) or (y) the Participant’s employment is terminated by meansof “Constructive Dismissal,” or “Constructive Discharge,” as applicable (as such applicable term may be defined in the applicable agreement), then the vesting schedule of this option shall be accelerated so that all of the numberof shares which would otherwise have first become exercisable on any vesting date scheduled to occur on or after the date of such termination shall become vested immediately prior to such termination. For this purpose“Cause” shall mean the following (unless the employee has an employment or severance or change in control agreement in which case the definition of “Cause” (if included in such agreement) from such agreement will apply):(i) willful misconduct or gross negligence in carrying out your assigned duties, (ii) knowing violation of any reasonable rule, direction or policy of the Company, its President, or its Board, (iii) any act of misappropriation,embezzlement, intentional fraud, or similar conduct involving the Company, (iv) conviction or a plea of nolo contendere or the equivalent to a felony, (v) failure to comply with all material applicable laws and regulations in performingyour duties and responsibilities for the Company and (vi) abuse of alcohol or of any controlled substance. 

 

(a) Form of Exercise.Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full as provided in Sections 5(f)(1), 5(f)(2) and 5(f)(3)(i) ofthe Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. 

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercisedunless the Participant, at the time he or she exercises this option, is, and has been at all times since the date of grant of this option, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary ofthe Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 

(c) Termination of Relationship with the Company. If the Participant ceases to be an EligibleParticipant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided thatthis option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates thenon-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately uponwritten notice to the Participant from the Company describing such violation. 

(d) Exercise Period Upon Death or Disability. If theParticipant dies or becomes disabled (within the meaning Of Section 22(e)(3) of the Code, prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” asspecified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant (but in no event after the Final Exercise Date), by the Participant, providedthat this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability. 

(e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminateimmediately upon the effective date of such discharge. “Cause” shall mean willful misconduct by the Participant or willful failure to perform his or her responsibilities in the best interests of the Company (including, without limitation,breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall beconclusive. The Participant shall be considered to have been discharged for “cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

 
4.Withholding.
No Shares will be issued pursuant tothe exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

 
5.Nontransferability of Option.
This option may notbe sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall beexercisable only by the Participant. 

 
6.Provisions of the Plan. 
This option is subject tothe provisions of the Plan, a copy of which is furnished to the Participant with this option. 

IN WITNESS WHEREOF, the Company has causedthis option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 

 
ENTRUST, INC.
 
*F. William Conner*President and CEO

PARTICIPANT’S ACCEPTANCE 

By clicking the “ACCEPT” icon, the Participant hereby accepts the foregoing option and agrees to these terms and conditions. Participant hereby acknowledges receipt of a copy of the Plan.