2009 SALES VICE PRESIDENT COMPENSATION PLAN

EXHIBIT 10.6

2009 SALES VICE PRESIDENT COMPENSATION PLAN

Plan Participant

Peter Bello, Vice President US Federal and Rest of World Sales

Territory – United States Federal, Canada, Latin America, Asia Pacific including India, Japan, China and Southeast Asia

Applicability Period January 1, 2009 to December 31, 2009.

Target Incentive Pay

Your total incentive pay available for the Applicability Period is US$112,500. That incentive amount will be allocated between commissions and a bonus. Accordingly, we have allocated $75,000 of your total incentive to commissions and $37,500 to bonus.

Plan Summary

Your Quotas:

Your 2009 quota for all products and services is $14,004,000 USD (“Quota”).

Bonus

The bonus will be paid at the discretion of the CEO based on you meeting strategic objectives such as expense control, building the sales-force and other factors considered important to the CEO. To qualify for a bonus you must meet a threshold Return on Investment (“ROI”) for your Territory of 40.0% for Q1 and Q2 and 40.0% for Q3 and Q4. The bonus shall be payable after the end of Q2, 2009 and Q4, 2009 respectively based on performance during Applicability Period. The bonus shall be determined at the discretion of the President & CEO and Compensation Committee of the Board of Directors.

Qualified Sales and Amounts

Subject to this Plan, the following chart outlines the types of applicable product and services that qualify towards your attainment of the quotas:

Commission Rate

Subject to this Plan, the Commission Rate will depend on your year-to-date Quota attainment, as follows:

President’s Club

ADDITIONAL TERMS

(a) the revenue payable to Entrust in relation to a qualified sale is timely collected (i) while you are Actively Employed by Entrust, or (ii) within sixty days from the date that you cease to be Actively Employed by Entrust provided that the qualified sale was invoiced while you were Actively Employed;

In this context, You are "Actively Employed" if you have not given notice to Entrust of your resignation or intent to resign, and you have not received from Entrust written notice of termination of your employment (regardless of the sufficiency of any such notice of termination). You cease to be Actively Employed by Entrust as of the date (i) that Entrust receives notice of resignation or intent to resign, or (ii) that Entrust provides written notice to You of Your termination (regardless of the sufficiency of any such Notice of Termination).

a. For each Qualified Sale where:

i. Products, Third Party Products, or Eligible PS are sold and have created Recognized Revenue, or where Maintenance or Entrust Certificate Services or Managed Services are sold and have created Bookings; and

ii. such Recognized Revenue or Bookings have not yet been collected;

Entrust will prepay the commissions that you would be entitled to had the Amount been collected, but only to the extent that such cumulative Amount is less than or equal to $200,000 for such Qualified Sale. For example, if such cumulative Amount arising from a sale is $300,000 you would receive a prepayment of commissions on account of the $200,000 portion of such sale, subject to the terms of this Plan.

b. For any commission prepayment paid in connection with a receivable that is not paid within 70 days from the date of invoice (exclusive of commissions attributable to Eligible PS), Entrust will set off such prepayment against future commissions and prepayments until such amount is fully received.