**Exhibit 10.3**

 

**ENTRUST, INC.**

 

**Restricted Stock Unit Award Agreement**

 

Granted Under the 1999 Non-Officer Employee Stock Incentive Plan

 

1) Grant of Restricted Stock Unit. This agreement evidences the grant by Entrust, Inc., a Maryland corporation (the“Company”), on                          (“Grant Date”) to**                        **, (the “Participant”), of a restricted stock unit (“Restricted StockUnit”), on the terms provided herein and in the Company’s 1999 Non-Officer Employee Stock Incentive Plan (the “Plan”), for a total of                 shares of common stock, $0.01 par value, of the Company (“Common Stock”) (the “Shares”) at             per Share. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of thePlan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.****

 

2) Vesting Schedule. This Restricted Stock Unit shall vest, in whole or in part, as to 25% of the Shares subject to the agreement shall vest oneach of the first, second, third and fourth anniversaries of the Grant Date, subject to the Participant continuing to be a Service Provider through each such dates. 

 

3) Earning of Restricted Stock Units. Each Restricted Stock Unit has a value equal to the Fair Market Value of aShare on the date it becomes vested. Unless and until the Restricted Stock Units will have vested, the Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, suchRestricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 

 

Notwithstanding any contrary provision of this Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvestedRestricted Stock Units (after taking into any accelerated vesting that may occur as the result of any such termination) awarded by this Agreement will thereupon be forfeited at no cost to the Company and the Participant will have no further rightsthereunder. 

 

Any Restricted Stock Units that vest in accordancewith Section 2 will be paid to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, provided that to the extent determined appropriate by the Company in its discretion, any federal, state and localwithholding taxes with respect to such Restricted Stock Units will be paid by reducing the number of Shares actually paid to the Participant. 

 

Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to theParticipant’s designated beneficiary, or if no beneficiary survives the Participant, the administrator or executor of the Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status astransferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

4) Non-Transferability of Restricted Stock Units. Except to the limited extent provided inparagraph 5, this Restricted Stock Unit may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. Notwithstanding the foregoingsentence, Participant may, in a manner and in accordance with terms specified by the Board, transfer this Stock Appreciation Right to Participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order whichrelates to the provision of child support, alimony payments or marital property rights. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,legatees, legal representatives, successors and assigns of the parties hereto. 

 

5) Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (asdetermined by the Board) will have been made by the Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such shares so issuable. The Board, in its solediscretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by one or more of the following: (a) paying cash, (b)electing to have the Company withhold otherwise deliverable shares of Common Stock having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned shares of Common Stock having aFair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such shares of Common Stock otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whetherthrough a broker or otherwise) equal to the amount required to be withheld. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwiseare scheduled to vest pursuant to Section 2, the Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company. 

 

6) Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will haveany of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transferagents or registrars, and delivered to the Participant. 

 

7)No Effect on Employment or Service. Participant acknowledges and agrees that the vesting of shares pursuant to the vesting schedule hereof is earned only by continuing as an employee, consultant or non-employee director at the will of thecompany (and not through the act of being hired, being granted an option or purchasing shares hereunder). Participant further acknowledges and agrees that this agreement, the transactions contemplated hereunder and the vesting schedule set forthherein do not constitute an express or implied promise of continued engagement as an employee, consultant or non-employee director for the vesting period, for any period, or at all, and will not interfere with Participant’s right or thecompany’s right to terminate Participant’s relationship as an employee, consultant or non-employee director at any time, with or without cause. 

 

-2- 

8) Tax Consultation. Participant understands that Participant may suffer adverse tax consequencesas a result of Participant’s exercise hereunder. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is notrelying on the Company for any tax advice. 

 

9) Address forNotices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Entrust, Inc., One Hanover Park, Suite 800, 16633 Dallas Parkway, Addison, Texas 75001 or at such other address as the Companymay hereafter designate in writing. 

 

10) BoardAuthority. The Board will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules(including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board in good faith will be final and binding upon Participant, theCompany and all other interested persons. No member of the Board or its Committee administering the Plan will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

 

11) Agreement Severable. In the event that anyprovision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

 

12) Entire Agreement; Governing Law. The Plan isincorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company andParticipant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by Maryland law exceptfor that body of law pertaining to conflict of laws. 

 

ByParticipant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Restricted Stock Unit is granted under and governed by the terms and conditions of the Plan and this AwardAgreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and AwardAgreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon anychange in the residence address indicated below. 

 

-3- 

PARTICIPANT
  
ENTRUST, INC.

 
  
 

Signature
  
By

 

 
  
 

 

Print Name
  
Title

DATED:
 
 
   
 

 
   
 
   
Residence Address
   
 

*[Signature page toRestricted Stock Unit Agreement]*

 

-4-