Exhibit 10.4



|[LOGO] |  | March 27, 2001
|------ |  | --------------





Personal & ConfidentialTo:

Colin WyattFrom:

David Thompson & Alberto YepezRe:

Officer Retention Program & Agreement




We
are pleased to announce that effective on March 6, 2001, the Entrust Board of Directors approved an Officer Retention Program. In your current position as Sr. Vice President/GM, EMEA, you are eligible for this program.



The Officer Retention Program is intended to address concerns
that corporate officers can have during this CEO transition period. The Retention Program provides for a reasonable severance package triggered if the eligible officer suffers an Involuntary Termination within one year of the March 6, 2001 effective
date. The Retention Program is intended to reduce uncertainty over severance treatment in the event of an Involuntary Termination. This will allow officers to continue to focus on lending and executing our business plan during this CEO transition
time.



In the event of Involuntary Termination of
employment with the Company within one year of March 6, 2001, you will be entitled to salary continuation of not less than six months (the Salary Continuation Period). During the Salary Continuation Period, you will receive your base
salary at the rate approved by the Board of Directors on January 26, 2001 and communicated to you in February 2001, or a higher base salary if your base salary should be increased beyond the January 26, 2001 Board of Directors approved rate; any
benefits in which you participated prior to receiving notice, and bonuses paid at target at the conclusion of the Salary Continuation Period. In addition, any currently held stock options will continue to vest during the Salary Continuation Period.



For purposes of this Program, an Involuntary
Termination shall mean termination of your employment by Entrust without Cause or by means of a Constructive Termination. For purpose of this Program, Cause shall mean: (i) any act of personal dishonesty taken by
the Officer in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Officer, (ii) Officers conviction of a felony, (iii) a willful act by the Officer which constitutes
gross misconduct and which is injurious to Entrust. For purposes of this Program, Constructive Termination shall mean: (i) a reduction in the officers base salary, other than in proportion to a general reduction of every
employees base salary; or (ii) the relocation of the officer to a facility or location more than fifty (50) miles from the officers then-current location without the officers express written consent.



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Except as expressly provided
for herein, the Officer Retention Program does not change your employment status prior to the execution of this Agreement. Your employment status cannot be changed by any statement, promise, policy, or course of conduct except through a written
agreement signed by the Chief Executive Officer of Entrust. Moreover, any rights established by this Program shall expire and not be renewed as of March 6, 2002.



Eligibility for the Officer Retention Program is contingent upon signing this Agreement along with the attached
Non-Competition and Non-Solicitation Agreement, which Agreement shall be in effect for the effective period of this Program. In the event of Involuntary Termination, moreover, receipt of pay, benefits, and bonus during the Salary Continuation Period
is contingent upon signing a reasonable release that would be provided at that time.



Finally, this memorandum also serves to remind you that in your current capacity as an officer of Entrust Technologies, you are entitled to acceleration of vesting of all outstanding options granted prior to or during the
period of your appointment as an officer, in the event of an Acquisition event in the circumstances specified in this letter. This provision is not limited to the effective period of this Program. The provisions concerning this shall be as follows:



Upon the occurrence of an Acquisition Event (as
defined herein), then the vesting schedule of this option shall be accelerated so that all of the number of shares which would otherwise have first become exercisable on any vesting date scheduled to occur on or after the date of such Acquisition
Event shall become vested immediately prior to such Acquisition Event. An Acquisition Event shall mean: (I) any merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 60% of the combined voting power of the voting securities of the Company or such surviving or
acquiring entity outstanding immediately after such merger or consolidation; (II) any sale of all or substantially all of the assets of the Company; (III) the complete liquidation of the Company; or (IV) the acquisition of beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the Exchange Act) of securities of the Company representing 60% or more of the combined voting power of the Companys then outstanding securities
(other than through an acquisition of securities directly from the Company) by any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act other than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company.



During the effective period of this Program, the terms of this Agreement are
paramount to the terms of any and all prior employment agreements you have with Entrust. In the event of any conflict, the terms of this Agreement shall govern. Any questions you may have should be directed to David Thompson or Alberto Yepez.



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|Sincerely,                    |  |  |  |                                                 
|----------------------------- |  |  |  | ------------------------------------------------
|                             
|/s/    David L. Thompson      |  |  |  | /s/    Alberto Yepez                            
|David L. Thompson Co-CEO, CFO |  |  |  | Alberto Yepez Co-CEO, President Entrust Ventures









|I have read, understood and therefore, accept this Officer Retention Program, as set forth above, effective
on March 6, 2001. |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|                                                                                                                             
|/s/    Colin Wyatt                                                                                                            |  |  |  | 
|(Name)    Attachment: Non-Competition and Non-Solicitation Agreement                                                          |  |  |  | 



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