Exhibit 10.3



|May 21, 2001                                    |  |       
|----------------------------------------------- |  | ------
|                                               
|Milan Bekich 8301 Strecker Lane Plano, TX 75025 |  | [LOGO]



Dear Milan;



We are pleased to confirm our verbal job offer of Vice
President, Vertical Markets reporting to Rick Spurr. Your annualized salary will be $175,000,00 US, which will be paid biweekly. You will also receive an annual car allowance of $7,200.00 that will be paid monthly. Your salary and performance will
be subject to review on an annual basis, with the next review currently scheduled for April 2002. You will be eligible to receive a $35,000 US signing bonus within your first 30 days of employment with Entrust. If you voluntarily resign your
employment with Entrust during your first 12 months of employment, you will be required to repay the sign-on bonus. In addition, you will be eligible for a retention bonus of $35,000 payable on your one-year employment anniversary. If you
voluntarily resign your employment within twelve months of receiving the retention bonus, you will be required to repay the retention bonus. Your start date will be Friday, June 1, 2001.



You will also be eligible to participate in the Companys current management bonus plan, beginning in the second half of
2001, based on the position that you are being offered. Currently, the management incentive is reviewed and paid in accordance with predetermined objectives on a semi-annual basis. Your annual incentive target is 71% of base salary or $125,000 at
100% achievement of individual management objectives and Company revenue targets. The current potential range of payout is 85%-135% of target. However, these incentive programs may be amended or discounted at any time.



You will be granted an award of incentive stock options to purchase 75,000
shares of common stock of Entrust with an exercise price equal to the fair market value of the common stock on the day of grant (close of business your first day of work). The vesting conditions that will be outlined in your Entrust Stock Option
Agreement include the following:



| |  |  | 25% cliff vest after one year of employment;
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| |  |  | 1/36 per month after first year, fully vested at four years;
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| |  |  | Ten-year term.
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This award is subject to the terms of the Incentive Stock Option Agreement that will be provided to you within several weeks of your start date.



Vacation is set at 15 business days upon acceptance.



As with all employees, your employment with the Company is at will. This means
that your terms and conditions of employment, including but not limited to termination,



|WWW.ENTRUST.COM |  | One Preston Park South 4975 Preston Park Blvd Suite
400 Plano, TX 75093 |  |  |  | 
|--------------- |  | ----------------------------------------------------------------------- |  |  |  | 



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demotion, promotion, transfer,
compensation, benefits, duties and location of work may be changed with or without cause, for any or no reason, and with or without notice.



Your status as an at-will employee cannot be changed by any statement, promise, policy, course of conduct, in writing or manual except through a written
agreement signed by the CEO of the company.



This employment
offer is contingent upon the following:



| |  | Your signing the following agreements and returning with your offer letter:   Entrusts Conflict of Interest and Intellectual Property and
Confidentiality. By accepting this offer of employment at will, you also agree to any terms and conditions contained in those documents as written. (included with this letter)
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| |  | Your completing the employment application (included in offer package)
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| |  | Your ability to provide documentation to establish your identity and eligibility for employment as required under the Immigration Reform and Control Act of 1986.
Please review the enclosed List of Acceptable Documents, and provide the appropriate ones to Human Resources prior to your first day of employment (included in offer package).
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| |  | Your taking, and receiving a negative result on, a drug screen designed to detect the current use of illegal drugs. Enclosed is an information sheet describing the
drug screen procedure and the location of the lab or clinic closest to your home address. If you either, fail to take the test, or secure a positive result, you may not reapply for a twelve month period.
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| |  | Your satisfactory completion of our pre-employment background investigation, which will include confirmation of your degrees, diplomas and/or certificates. The
authorization form should be completed and faxed, within two business days, to OccuScreen at 877-464-5656. Upon your request, we will identify any consumer reporting agency involved in this process so that you may, if you wish, seek access to its
records as provided under the relevant statute.
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We
believe that your abilities and our needs are compatible and that your acceptance of this offer will prove mutually beneficial. However, it is understood and agreed that your employment is terminable at the will of either party and is not an
employment agreement for a year or any other specified term.



To
accept and confirm your start date and this employment at will offer, please contact me at 972.943.7331 within five days of this letters date, or Sherry Crawford, Sr. Human Resources Assistant at 972.943.7320. Please sign and return the
original offer letter along with all other required documentation to Sherry Crawford before your first day of employment.



|WWW.ENTRUST.COM |  | One Preston Park South 4975 Preston Park Blvd Suite
400 Plano, TX 75093 |  |  |  | 
|--------------- |  | ----------------------------------------------------------------------- |  |  |  | 



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Please feel free to direct any
questions regarding the terms of the offer to Rick Spurr or me



Sincerely,



/s/    B. Jeff Bearrows

B. Jeff Bearrows

V.P., Human Resources



|WWW.ENTRUST.COM |  | One Preston Park South 4975 Preston Park Blvd Suite
400 Plano, TX 75093 |  |  |  | 
|--------------- |  | ----------------------------------------------------------------------- |  |  |  | 



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I have read, understood, and
therefore, accept this offer of employment at will, as set forth above, and will report on
.



|Signature:                    /s/    Milan Bekich __________________________________ |  | Date: ____________________________________
|------------------------------------------------------------------------------------ |  | ------------------------------------------



Upon your acceptance of
this offer as set forth above, please provide or confirm your social security number and date of birth. This will facilitate your enrollment on our payroll.



SS#: :________________________________________



Date of Birth: ______________________________



Attachments:



Background Information Authorization

Benefit Plan Summary

Conflict of Interest
Agreement

Intellectual Property and Confidentiality Agreement

Drug Screen Procedures

Current Cash Incentive Plan

I-9 Form (Employment Identification & Verification)

W-4 Form (U.S. Federal Tax Withholding)

Application Form



|WWW.ENTRUST.COM |  | One Preston Park South 4975 Preston Park Blvd Suite
400 Plano, TX 75093 |  |  |  | 
|--------------- |  | ----------------------------------------------------------------------- |  |  |  |