10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

[X]    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2000

OR

[   ]    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-25120

RSA Security Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	04-2916506
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

36 Crosby Drive,

Bedford, MA 01730

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (781) 301-5000

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes  [X]     No  [   ]

      As of July 17, 2000, there were outstanding 39,933,964 shares of the Registrant’s Common Stock, $.01 par value per share.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
	CONDENSED CONSOLIDATED BALANCE SHEETS
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 4. Submission of Matters to a Vote of Security Holders.
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EX-3.1 THIRD RESTATED CERT. OF INCORPORATION
EX-10.1 AMENDED & RESTATED STOCK PURCHASE PLAN
EX-10.2 EMPLOYMENT AGMT W/ ARTHUR W. COVIELLE, JR.
EX-10.3 2ND RESTATED EMPLOYMENT AGMT W/ C. STUCKEY
EX-10.4 THIRD AMENDMENT TO LEASE
EX-27.1 FINANCIAL DATA SCHEDULE

RSA SECURITY INC.

FORM 10-Q

For the Quarter Ended June 30, 2000

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item  1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999		3
	Condensed Consolidated Statements of Income for the three and six months ended June 30, 2000 and 1999		4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999		5
	Notes to Condensed Consolidated Financial Statements		6
Item  2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item  3.	Quantitative and Qualitative Disclosures About Market Risk		19
PART II.	OTHER INFORMATION
Item  1.	Legal Proceedings		21
Item  2.	Changes in Securities and Use of Proceeds		21
Item  4.	Submission of Matters to a Vote of Security Holders		22
Item  6.	Exhibits and Reports on Form 8-K		22
	Signature		23

2

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

RSA SECURITY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In thousands, except share data)

			June 30,			December 31,
			2000			1999
ASSETS
Current assets:
	Cash and cash equivalents		$	148,360		$	122,170
	Marketable securities			960,068			1,261,111
	Accounts receivable (less allowance for doubtful accounts of $1,115 in 2000 and $1,032 in 1999)			50,539			42,735
	Inventory			6,114			7,857
	Prepaid expenses and other			20,414			12,480
	Prepaid income taxes			—			8,054
		Total current assets		1,185,495			1,454,407
Property and equipment, net				56,070			34,096
Other assets:
	Investments			7,500			—
	Deferred taxes			21,220			21,221
	Other			2,325			2,400
		Total other assets		31,045			23,621
			$	1,272,610		$	1,512,124
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	5,688		$	7,626
	Accrued payroll and related benefits			19,244			13,094
	Accrued expenses and other			9,682			15,557
	Income taxes payable			11,549			—
	Deferred revenue			19,786			17,058
	Deferred taxes			130,154			161,731
	Unrealized hedge liability			489,883			686,034
		Total current liabilities		685,986			901,100
Commitments and contingencies:
Stockholders’ equity:
	Common stock, $.01 par value; authorized 300,000,000 shares; issued, 41,423,439 shares; outstanding, 39,103,069 and 38,906,227 shares in 2000 and 1999, respectively			414			414
	Additional paid-in capital			197,071			201,086
	Retained earnings			309,896			248,064
	Deferred stock compensation			(59	)		(62	)
	Treasury stock, common, at cost; 2,320,370 and 2,517,212 shares in 2000 and 1999, respectively			(109,419	)		(74,144	)
	Accumulated other comprehensive income			188,721			235,666
		Total stockholders’ equity		586,624			611,024
			$	1,272,610		$	1,512,124

See notes to condensed consolidated financial statements.

3

RSA SECURITY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

			Three Months Ended						Six Month Ended
			June 30,						June 30,
			2000			1999			2000			1999
Revenue			$	66,700		$	51,809		$	130,040		$	100,481
Cost of revenue				13,258			10,382			26,148			21,820
Gross profit				53,442			41,427			103,892			78,661
Costs and expenses:
	Research and development			11,256			9,150			22,190			17,378
	Marketing and selling			24,001			19,243			45,990			37,186
	General and administrative			7,896			6,181			15,932			12,114
	Restructurings			(2,079	)		—			(2,079	)		6,550
		Total		41,074			34,574			82,033			73,228
Income from operations				12,368			6,853			21,859			5,433
Interest income and other				3,087			1,905			6,275			3,948
Income from investing activities				45,013			67,211			72,051			141,342
Income before provision for income taxes				60,468			75,969			100,185			150,723
Provision for income taxes				23,236			32,844			38,353			66,676
Minority interests				—			(130	)		—			(63	)
Net income			$	37,232		$	42,995		$	61,832		$	83,984
Basic earnings per share:
	Per share amount		$	0.95		$	1.11		$	1.57		$	2.14
	Weighted average shares			39,370			38,789			39,341			39,254
Diluted earnings per share:
	Per share amount		$	0.87		$	1.05		$	1.42		$	2.03
	Weighted average shares			39,370			38,789			39,341			39,254
	Effect of dilutive options and warrants			3,620			1,967			4,137			2,175
	Weighted average shares			42,990			40,756			43,478			41,429

See notes to condensed consolidated financial statements.

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RSA SECURITY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

					Six Months Ended
					June 30,
					2000			1999
Cash flows from operating activities:
	Net income				$	61,832		$	83,984
	Adjustments to reconcile net income to net cash provided by operating activities:
		Income from investing activities				(72,051	)		(141,867	)
		Equity in loss from operations of equity investment				—			525
		Deferred taxes				—			(825	)
		Depreciation and amortization				4,820			4,502
		Stock compensation				562			564
		Minority interests				—			63
		Increase (decrease) in cash from changes in:
			Accounts receivable			(8,254	)		(1,372	)
			Inventory			1,744			2,606
			Prepaid expenses and other			(8,148	)		2,876
			Accounts payable			(2,209	)		(3,718	)
			Accrued payroll and related benefits			6,338			2,123
			Accrued expenses and other			(5,455	)		2,404
			Prepaid and income taxes payable			19,630			35,820
			Deferred revenue			2,861			3,264
				Net cash provided by (used for) operating activities		1,670			(9,051	)
Cash flows from investing activities:
	Purchases of marketable securities					(345,018	)		(253,517	)
	Proceeds from sale and maturities of marketable securities					443,106			353,337
	Purchases of property and equipment					(26,691	)		(6,648	)
	Investments					(7,500	)		—
	Other					(20	)		(219	)
				Net cash provided by investing activities		63,877			92,953
Cash flows from financing activities:
	Proceeds from issuance of stock under option and employee purchase plans					21,030			7,847
	Purchase of Company common stock					(73,995	)		(42,509	)
	Sale of put options					12,900			—
	Other					223			—
				Net cash used for financing activities		(39,842	)		(34,662	)
Effects of exchange rate changes on cash and cash equivalents						485			143
	Net increase in cash and cash equivalents					26,190			49,383
Cash and cash equivalents, beginning of period						122,170			33,178
Cash and cash equivalents, end of period					$	148,360		$	82,561

      Cash payments for income taxes were $17,290 and $29,105 for the six months ended June 30, 2000 and 1999, respectively.

See notes to condensed consolidated financial statements.

5

RSA SECURITY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except share and per share data)

1.  Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements include the accounts of RSA Security Inc. (the “Company”) and its wholly owned subsidiaries and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 1999.

      In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and reflect all adjustments of normal recurring nature considered necessary to present fairly results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Certain prior period amounts have been reclassified to conform to the current period presentation.

      Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its subsidiaries.

      Income Taxes — The Company provides for income taxes for interim periods based on the estimated effective tax rate for the full year. Cumulative adjustments to tax provisions are recorded in the interim period in which a change in the estimated annual effective rate is determined.

      Earnings Per Common Share — Basic earnings per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per common share is computed using the weighted average number of common shares outstanding plus the effect of potential outstanding common shares, including options and warrants using the “treasury stock” method.

2.  Income from Investing Activities

      Income from investing activities was $45,013 and $72,051 for the second quarter and first six months of 2000, respectively. This income arose from the gains on the sale of VeriSign, Inc. (“VeriSign”) common stock of $31,072, and $58,110 for the second quarter and first six months of 2000, respectively, and the sale of Trintech Group PLC (“Trintech”) ordinary shares of $13,941 during the second quarter of 2000. Until June 30, 1999 the Company had accounted for its investment in VeriSign under the equity method and its investment in Trintech as marketable securities available for sale. Income from investing activities was $67,211 and $141,342 for the second quarter and first six months of 1999, respectively. This income arose from the gains on the sale of VeriSign common stock of $54,802 and $129,291 for the second quarter and first six months of 1999, respectively, and gain from increase of investment value of $12,576 for the second quarter of 1999, net of the Company’s equity in VeriSign’s loss of $167 and $525 for the second quarter and first six months of 1999, respectively. After June 1999, investments in VeriSign common stock and Trintech ordinary shares have been accounted for as marketable securities available for sale.

      The Company bought put options and sold call options, which are derivative financial instruments, on its VeriSign shares, to ensure that at least a portion of the unrealized gain is fully hedged and ultimately realized. The call options entitle the holders to buy shares of VeriSign common stock, and the put options allow the Company to sell shares of VeriSign common stock, on certain dates at specified prices, or permit a net-share settlement at the Company’s option. On June 30, 2000, 4,500,000 shares were covered by these put and call options. The outstanding put and call options expire quarterly in 500,000 share increments between September 30, 2000 and September 30, 2002 and have exercise prices ranging from $47.46 to $77.00 per

6

RSA SECURITY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

share. There were no premiums paid for the options. The options are recorded at intrinsic value (fair market value less unrealized guaranteed gains), resulting in an unrealized hedge liability. As of June 30, 2000, unrealized gains of $786,882, net of the unrealized hedge liability of $489,883 net to a maximum realizable gain of $296,999. If the put and call option program is followed to maturity, the Company will realize total pre-tax gains ranging from a minimum of $218,632 to a maximum of $296,999.

      The derivative financial instruments used to hedge the Company’s investment in VeriSign are held primarily for purposes other than trading. These instruments may involve elements of credit and market risk in excess of the amounts recognized in the financial statements. The Company monitors its positions and the credit quality of counter parties, consisting primarily of major financial institutions, and does not anticipate nonperformance by any counter party. The Company can settle its hedging obligations by delivering its shares of VeriSign common stock.

      The effective date of Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 138, “An Amendment of FASB Statement No. 133” is January 1, 2001. SFAS No. 133 and No. 138 will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives will either be offset against the change in fair value of hedged assets, liabilities, or firm commitments, through earnings or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings. The ineffective portion, if any, of the derivative’s change in fair value will be immediately recognized in earnings.

      The Company intends to account for its put and call options on its VeriSign holdings as fair value hedges. The Company estimates that based on the valuation of these put and call options as of June 30, 2000, the effect of adopting SFAS No. 133 and No. 138 would be to record an initial extraordinary loss of $26,844, which represents the ineffective portion of the hedges. This initial non-cash loss will be offset during future periods by non-cash gains and losses from the subsequent adjustments of the hedges to fair value, and cash gains from the sale of VeriSign stock.

3.  Strategic Investments

      In January 2000 the Company announced the formation of RSA Capital Inc., a wholly owned subsidiary authorized to invest in e-business opportunities through its investment fund, RSA Ventures I. The Board of Directors has authorized the Company to invest and solicit investments up to $200,000, with the Company’s portion not to be less than two thirds, or $133,400, of the total investments in the fund. Expenses incurred in connection with RSA Capital are primarily for general and administration management and legal matters, and were $789 and $1,143 during the three and six months ended June 30, 2000, respectively.

      Typical investments are expected to consist of equity instruments. Investments in companies where ownership is less than 20% are accounted for using the cost method. Investments in companies where ownership exceeds 20%, but which are not majority-owned or controlled, are accounted for using the equity method. Investments in companies where majority ownership or control exists are accounted for using the consolidation method. The Company routinely evaluates the realizable value of its investments using qualitative and quantitative factors including discounted cash flow analysis and liquidation value assessments.

      The Company holds 4,500,000 shares of VeriSign common stock and 1,252,254 shares of Trintech ordinary shares. During the second quarter of 2000, RSA Capital completed two strategic investments in preferred and common stocks of e-businesses aggregating $6,000, for total investments since inception of $7,500. These investments are being accounted for using the cost method.

7

RSA SECURITY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.  Restructurings

      In 1999, the Company commenced and substantially completed consolidation of certain operations in order to promote operational efficiency. The Company recorded costs of $11,350, of which $6,550 were recorded in the first six months of 1999. These costs consisted primarily of severance costs for 41 employees who were employed primarily in research and development and general and administrative activities for the formerly separate operations of Intrusion Detection, Inc., and facility exit costs. Facility exit costs consisted primarily of estimated shortfalls of sublease rental income compared to minimum lease payments due under a lease agreement. During the second quarter of 2000, the Company reversed $2,079 of previously recorded restructuring costs due to revised estimates of the facility exit costs and associated legal costs. Remaining costs of approximately $387 were accrued and unpaid at June 30, 2000 and consisted primarily of facility exit costs.

5.  Comprehensive Income

      For the three and six months ended June 30, 2000 and 1999, comprehensive income was:

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2000			1999			2000			1999
Net income		$	37,232		$	42,995		$	61,832		$	83,984
Other comprehensive income, net of tax:
	Holding gains (losses) arising during period		(19,510	)		84			(4,045	)		(135	)
	Less: reclassification adjustment for gains included in net income		(27,010	)		—			(43,235	)		—
	Net unrealized gains (losses) on marketable securities		(46,520	)		84			(47,280	)		(135	)
	Foreign currency translation adjustments		(101	)		(24	)		335			(281	)
Other comprehensive income (loss)		$	(9,389	)	$	43,055		$	14,887		$	83,568

      Accumulated other comprehensive income consists of the following:

	Foreign			Holding			Accumulated
	Currency			Gain			Other
	Translation			(Loss) on			Comprehensive
	Adjustments			Securities			Income
Balance, December 31, 1999	$	(1,322	)	$	236,988		$	235,666
Period change		436			(760	)		(324	)
Balance, March 31, 2000		(886	)		236,228			235,342
Period change		(101	)		(46,520	)		(46,621	)
Balance, June 30, 2000	$	(987	)	$	189,708		$	188,721

      The tax benefits of unrealized holding gains and losses were $31,014 and $(56) for the three months ended June 30, 2000 and 1999, respectively and $31,520 and $90 for the six months ended June 30, 2000 and 1999, respectively.

8

RSA SECURITY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.  Stockholders’ Equity

  Common Stock

      On May 17, 2000 the Board of Directors adopted, on July 5, 2000 the stockholders approved, and on July 6, 2000 the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock available for issuance from 150,000,000 to 300,000,000 shares.

  Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan

      During the second quarter of 2000, the Board of Directors authorized an amendment to the Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended, to increase the aggregate number of authorized shares of common stock thereunder from 4,760,959 to 6,921,581 shares. Subsequently, in July 2000 the Board of Directors authorized a further amendment to such Plan to increase the aggregate number of authorized shares of common stock thereunder to 8,021,581 shares.

  Share Repurchase Program

      The Company has maintained a common stock repurchase program since October 1998. Under the initial program, the Company was authorized to repurchase up to 4,000,000 shares of its common stock during the period ended October 11, 1999. During October 1999, the Company authorized a second repurchase program to repurchase up to an additional 4,000,000 shares during the period ending October 12, 2000. The number of shares authorized under the second repurchase program was subsequently increased to 8,000,000 shares. Repurchased shares are used for stock option and employee stock purchase plans, and for general corporate purposes. Since the initial repurchase program was authorized, the Company has repurchased 6,479,700 shares of its common stock, 3,385,000 in the initial program and 3,094,700 in the second program, for an aggregate amount of $189,103, or an average cost of $29.18 per share. The Company purchased 1,000,200 and 1,345,200 shares of its common stock during the three and six months ended June 30, 2000, respectively, for an aggregate amount of $54,322 and $73,994, or an average cost of $54.31 and $55.01 per share, respectively. Of the repurchased shares, 4,159,839 shares aggregating $79,684 have been issued out of treasury stock for stock option and employee stock purchase plan exercises.

      The Company sold $3,950 and $12,900 of put options on its common stock, during the three and six months ended June 30, 2000, respectively, to facilitate its share repurchase program. The proceeds were recorded as additional paid-in capital. At June 30, 2000, the Company had outstanding put options covering 1,500,000 common shares, at strike prices ranging from $51.34 to $61.27 per share. These options can only be exercised on certain dates, and expire through the first quarter of 2002. The Company has the option to settle the put options in cash, net shares or through physical delivery of the Company’s shares for cash. The option agreement provides for cash settlement only in certain remote circumstances, such as contract default. Any settlement arising from these put options, either in cash or shares, will be recorded as a component of equity. The put options that had strike prices in excess of the closing fair value at June 30, 2000 of $69.25 would be considered dilutive. Accordingly, the put options did not have a dilutive effect on the calculation of earnings per share at June 30, 2000.

      The Company has also entered into forward purchase contracts for 1,000,000 shares of its common stock in order to set purchase prices for its future repurchase of shares under its share repurchase program. The contracts have forward purchase prices ranging from $57.43 to $64.87 and provide for quarterly reset provisions through the second quarter of 2001. If the market price of the Company’s common stock on a reset date is higher than the forward purchase price, the Company receives the net differential, and the forward purchase price resets to the reset date market price. If the market price of the Company’s common stock on a reset date is lower than the forward purchase price, the Company is not required to settle the net differential,

9

RSA SECURITY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and the forward purchase price remains unchanged. At the end of the contract if the market price of the Company’s common stock is lower than the forward purchase price, the Company will be required to settle the net differential. The Company has the option to pay or receive net cash, net shares or settle with a cash payment for the gross amount of shares. Any settlement on a reset date or at the end of the contract, in either cash or shares, will be recorded as a component of equity. The closing fair value of the Company’s common stock at June 30, 2000 of $69.25 was above the forward purchase prices and therefore did not have a dilutive effect on the earnings per share calculation.

      In March 2000, the EITF issued Issue No. 00-7, “Application of EITF Issue No. 96-13, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, to Equity Derivative Transactions that Contain Certain Provisions that Require Cash Settlement if Certain Events Occur.” EITF Issue No. 96-13 established the accounting standards for equity derivative contracts indexed to and potentially settled in a company’s own stock. It did not address embedded settlement features which are contingent on events which are unlikely to occur and it did not address how to determine if share settlement is within control of the issuer. EITF 00-7 addresses embedded settlement features and states that contracts which could require cash payment cannot be accounted for as equity of the issuer. EITF 00-7 is effective on December 31, 2000 except for contracts entered into after March 17, 2000. The EITF is expected to issue additional guidelines during September 2000 on when share settlement would be in control of the issuer.

      Unless the Company is able to modify its contracts to exclude certain cash settlement provisions, the Company will be required to account for its forward purchase contracts and put options as derivative assets and liabilities, with subsequent changes in their fair values recognized in earnings. The Company is seeking to modify the cash settlement provisions. The Company estimates that based on the valuation of the forward purchase and put option contracts at June 30, 2000, the effect of adopting EITF 00-7 would be to recognize income of $10,078.

7.  Segments

      The Company has two reportable segments, e-Security Solutions, and RSA Capital (formed January 2000). The operations of the e-Security Solutions segment consist of the sale of software licenses, hardware, maintenance and professional services through two product lines, Enterprise solutions and Developer solutions. The RSA Capital segment makes strategic investments in e-business opportunities, and operations consist of such investments. The segments were determined primarily on how management views and evaluates the business.

      The tables below present information about the Company’s reportable segments for the six months ended June 30, 2000 and 1999:

	Six Months Ended June 30, 2000							Six Months Ended June 30, 1999
	e-Security		RSA					e-Security		RSA
	Solutions		Capital			Consolidated		Solutions		Capital		Consolidated
Revenue	$	130,040		—		$	130,040	$	100,481		—	$	100,481
Operating income	$	23,002	$	(1,143	)	$	21,859	$	5,433		—	$	5,433
Interest income and other	$	6,275		—		$	6,275	$	3,948		—	$	3,948
Income from investing activities		—	$	72,051		$	72,051		—	$	141,342	$	141,342
Depreciation and amortization	$	4,820		—		$	4,820	$	4,502		—	$	4,502
Identifiable assets	$	446,187	$	826,423		$	1,272,610	$	344,075	$	21,179	$	365,254

10

RSA SECURITY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The tables below present information about the Company’s reportable segments for the three months ended June 30, 2000 and 1999:

	Three Months Ended June 30, 2000							Three Months Ended June 30, 1999
	e-Security		RSA					e-Security		RSA
	Solutions		Capital			Consolidated		Solutions		Capital		Consolidated
Revenue	$	66,700		—		$	66,700	$	51,809		—	$	51,809
Operating income	$	13,157	$	(789	)	$	12,368	$	6,853		—	$	6,853
Interest income and other	$	3,087		—		$	3,087	$	1,905		—	$	1,905
Income from investing activities		—	$	45,013		$	45,013		—	$	67,211	$	67,211
Depreciation and amortization	$	2,418		—		$	2,418	$	2,049		—	$	2,049
Identifiable assets	$	446,187	$	826,423		$	1,272,610	$	344,075	$	21,179	$	365,254

      The Company’s operations are conducted throughout the world. Operations in the United States represent more than 10% of revenues and income from operations. The Company’s operations in other countries are individually insignificant and have been included in “Rest of world” below. The following tables present information about e-Security Solutions revenues for the three and six months ended June 30, 2000 and 1999:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2000		1999		2000		1999
Product and services:
Enterprise solutions	$	50,400	$	39,674	$	97,825	$	75,891
Developer solutions		16,300		12,135		32,215		24,590
	$	66,700	$	51,809	$	130,040	$	100,481

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2000		1999		2000		1999
Geographic areas:
United States	$	44,363	$	36,186	$	87,030	$	69,921
Rest of world		22,337		15,623		43,010		30,560
	$	66,700	$	51,809	$	130,040	$	100,481

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

      This Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For purposes of these Acts, any statement contained herein that is not a statement of historical fact may be deemed a forward-looking statement. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. There are a number of factors that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, those set forth below under the caption “Certain Factors That May Affect Future Results.” This report should be read in conjunction with the Company’s Annual Report on Form 10-K filed for the year ended December 31, 1999.

      The Company is a leading provider of electronic security (“e-security”) solutions. The Company helps organizations build secure, trusted foundations for electronic business (“e-business”) through use of the Company’s two-factor user authentication, encryption and public key management products and solutions. The Company sells to corporate (“Enterprise”) end users seeking turnkey e-security solutions, and to original equipment manufacturers and developers (“Developer”) seeking software development components for embedding security in a range of applications. In addition to providing e-security solutions, in January 2000 the Company formed RSA Capital Inc., a wholly owned subsidiary that invests in e-business opportunities.

      The Company was founded in 1984 and began shipping its RSA SecurID® authenticators in 1986. Prior thereto, the Company was primarily engaged in research and development activities. In December 1991, the Company introduced its RSA ACE/Server® software products for Enterprise network protection using a client/server architecture. The Company believes that its growth has historically been driven by the emergence of networks, including the Internet and a corresponding increase in users with direct access to core enterprise systems and confidential data. Further, the Company believes the number of users with such direct access is increasing because of the growth of the Internet and corporate intranets and extranets.

      The Company’s operating revenue is derived primarily from two distinct product lines: Enterprise solutions (including RSA SecurID authenticators, RSA ACE/Server software, RSA Keon® software, and maintenance and professional services) and Developer solutions (including RSA BSAFE® cryptographic software and protocol products, RSA Keon components, and maintenance and professional services). Enterprise customers’ purchases typically include an initial sale of RSA SecurID authenticators and RSA ACE/Server software. As the customer’s use of the products expands to include more users, such as the customer’s vendors, suppliers, customers and clients, subsequent sales of additional or replacement authenticators and software are completed. RSA SecurID authenticators are programmed at the customer’s request to operate for a fixed period of up to four years, and RSA ACE/Server and RSA Keon software license fees are typically based on the number of users authorized under the customer’s license. With respect to Developer solutions, RSA BSAFE software licensing terms vary by product, but are typically composed of both initial fees and ongoing royalties paid as a percentage of the Developer’s product or service revenues. Sales to existing Developer customers also include revenue associated with amendments to licensing agreements, usually in order to accommodate licensing of new software or technology to the customer, to increase the field of use rights, or both.

      The Company’s wholly owned subsidiary, RSA Capital Inc., invests in e-business opportunities. Typical investments are expected to consist of equity instruments. RSA Capital holds investments in VeriSign common stock and Trintech ordinary shares, which are accounted for as marketable securities available for sale, as well as shares in a number of private companies, which are accounted for using the cost method. Expenses incurred in connection with these investments are primarily for general and administration management and legal matters.

      The Company’s direct sales to its customers in countries outside of the United States are denominated in the local currency. As a result, fluctuations in currency exchange rates could affect the profitability in U.S.

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dollars of the Company’s products sold in those markets. The Company’s sales through indirect distribution channels are generally denominated in U.S. dollars.

      The Company’s RSA SecurID authenticators are produced by two outside contract manufacturing organizations. Further, certain products contain technology, that is licensed from third parties. The Company’s cost of revenue consists primarily of costs associated with the manufacture and delivery of RSA SecurID authenticators and royalty fees payable by the Company under licenses for third parties’ technology included in its products. Cost of revenue also includes professional service, customer support, and production costs. Production costs include programming labor, shipping, inspection and quality control functions associated with the RSA SecurID authenticators. In the future, gross profit may be affected by several factors, including changes in product mix and distribution channels, price reductions (resulting from volume discounts or otherwise), competition, changes in the cost of revenue (including any software license fees or royalties payable by the Company) and other factors.

Results of Operations

      The following tables set forth income and expense items as a percentage of total revenue for the three and six months ended June 30, 2000 and 1999.

			Percentage of						Percentage of
			Total Revenue						Total Revenue
			Three Months						Six Months
			Ended						Ended
			June 30,						June 30,
			2000			1999			2000			1999
Revenue				100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue				19.9			20.0			20.1			21.7
Gross profit				80.1			80.0			79.9			78.3
Costs and expenses:
	Research and development			16.9			17.7			17.1			17.3
	Marketing and selling			36.0			37.1			35.4			37.0
	General and administrative			11.8			11.9			12.2			12.1
	Restructurings			(3.1	)		—			(1.6	)		6.5
		Total		61.6			66.7			63.1			72.9
Income from operations				18.5			13.3			16.8			5.4
Interest income and other				4.6			3.7			4.8			3.9
Income from investing activities				67.5			129.8			55.4			140.7
Income before provision for income taxes				90.6			146.8			77.0			150.0
Provision for income taxes				34.8			63.4			29.5			66.4
Minority interests				—			(0.3	)		—			(0.1	)
Net income				55.8	%		83.1	%		47.5	%		83.5	%

Revenue

      Total revenue increased 28.7% in the second quarter of 2000 to $66.7 million from $51.8 million in the second quarter of 1999. For the first six months of 2000, total revenue increased 29.4% to $130.0 million from $100.5 million in the first six months of 1999. The growth in revenue occurred for all product lines, with the most significant growth in revenue arising from sales of software, which accounted for 44% of total revenues for the second quarter of 2000. The Company believes that the revenue increases are an indication of the increasing importance of security solutions to the online economy.

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      Sales to Enterprise solution customers increased 27.0% in the second quarter of 2000 over the second quarter of 1999 and accounted for approximately 72% of the total increase in revenue in the second quarter of 2000 over the second quarter of 1999. Sales to Enterprise solution customers increased 28.9% for the first six months of 2000 over the first six months of 1999 and accounted for approximately 74% of the total increase in revenue for the first six months of 2000 over the same period of 1999. The Company sold approximately 601,000 and 610,140 RSA SecurID authenticators in the first and second quarters of 2000, respectively, which represents 45% and 24% increases over the same periods of 1999, respectively. The increase in number of unit sales with a slight increase in the average selling price contributed to the increased revenues. The Company believes that the revenue generated from the authenticator product line continues to provide solid overall growth for the Company, and newer product lines have had significant growth in emerging markets.

      Sales to Developer customers increased 34.3% in the second quarter of 2000 over the second quarter of 1999 and accounted for approximately 28% of the total increase in revenue in the second quarter of 2000 over the second quarter of 1999. Sales to Developer customers increased 31.0% in the first six months of 2000 over the first six months 1999 and accounted for approximately 26% of the total increase in revenue for the first six months of 2000 over the same period of 1999. The Company believes that the increase in Developer revenues can be attributed to a higher demand for products that ensure the authenticity of transactions conducted online.

      International revenue increased 43.0% in the second quarter of 2000 to $22.3 million from $15.6 million in the second quarter of 1999, accounting for 33.5% of total second quarter revenue. International revenue increased 40.7% in the first six months of 2000 to $43.0 million from $30.6 million in the first six months of 1999, accounting for 33% of total revenue for the first six months of 2000. Revenues increased in all international markets, with the most substantial growth in Europe and Asia Pacific. The Company believes international revenue will continue to increase as its presence in international markets gets stronger and the demand for its products matures.

Gross Profit

      The Company’s gross profit increased 29.0% in the second quarter of 2000 to $53.4 million from $41.4 million in the second quarter of 1999, and increased 32.1% in the first six months of 2000 to $103.9 million from $78.7 million in the first six months of 1999. The increase in gross profit in absolute dollars can be primarily attributed to the increased sales volume on software products, which have higher profit margins. Gross profit as a percentage of revenue has remained constant during the second quarter and first six months of 2000.

Research and Development

      Research and development expenses increased 23.0% in the second quarter of 2000 to $11.3 million from $9.2 million in the second quarter of 1999, and increased 27.7% in the first six months of 2000 to $22.2 million from $17.4 million in the first six months of 1999. The majority of the increase in research and development expenses resulted from increased payroll expenses associated with the employment of additional staff.

Marketing and Selling

      Marketing and selling expenses increased 24.7% in the second quarter of 2000 to $24.0 million from $19.2 million in the second quarter of 1999, and increased 23.7% in the first six months of 2000 to $46.0 million from $37.2 million in the first six months of 1999. Approximately 41% of the increase in absolute dollars in marketing and selling expenses during the second quarter of 2000 was from increased payroll and overhead costs associated with the employment of additional staff, approximately 53% of the increase in absolute dollars was from marketing program costs, and approximately 6% of the increase in absolute dollars was from increased sales commission expense from increased revenues.

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General and Administrative

      General and administrative expenses increased 27.7% in the second quarter of 2000 to $7.9 million from $6.2 million in the second quarter of 1999, and increased 31.5% in the first six months of 2000 to $15.9 million from $12.1 million in the first six months of 1999. Approximately 92% of the increase in general and administration expenses during the second quarter of 2000 was from increased payroll and overhead costs associated with the employment of additional staff, and the balance of the increase was from increased professional fees related to the protection of intellectual property and other legal matters.

Restructurings

      In 1999, the Company commenced and substantially completed consolidation of certain operations in order to promote operational efficiency. The Company recorded costs of $11.4 million, of which $6.6 million were recorded in the first six months of 1999. These costs consisted primarily of severance costs for employees who were employed primarily in research and development and general and administrative activities for the formerly separate operations of Intrusion Detection, Inc., and facility exit costs. Facility exit costs consisted primarily of estimated shortfalls of sublease rental income compared to minimum lease payments due under a lease agreement. During the second quarter of 2000, the Company reversed $2.0 million of previously recorded restructuring costs due to revised estimates of the facility exit costs and associated legal costs. Remaining costs of approximately $387,000 were accrued and unpaid at June 30, 2000 and consisted primarily of facility exit costs.

Interest Income

      Interest income and other increased 62.0% and 58.9% in the second quarter and the first six months of 2000, respectively to $3.1 million and $6.3 million from $1.9 million and $4.0 million in the second quarter and the first six months of 1999, respectively. The increases are due to a combination of interest earned on higher cash and marketable securities balances and higher interest rates.

Income from Investing Activities

      Income from investing activities was $45.0 million and $72.0 million for the second quarter and first six months of 2000, respectively, from the sale of VeriSign common stock and Trintech ordinary shares. Until June 30, 1999 the Company had accounted for its investment in VeriSign under the equity method and its investment in Trintech as an available for sale marketable security. After June 1999, investments in VeriSign common stock and Trintech ordinary shares are accounted for as marketable securities available for sale.

Provision for Income Taxes

      The provision for income taxes decreased to $23.2 million and $38.4 million during the second quarter and first six months of 2000, respectively, from $32.8 million and $66.7 million in the second quarter and first six months of 1999, respectively, primarily due to lower pre-tax income. The Company’s effective tax rate decreased to 38.4% and 38.3% for the second quarter and first six months of 2000, respectively, compared to 43.2% and 44.2% for the second quarter and first six months of 1999, respectively, primarily due to the effect of state taxes on investment income.

Liquidity and Capital Resources

      The Company had at June 30, 2000 $148.4 million in cash and cash equivalents, consisting primarily of short-term investments in commercial paper with maturities of less than 90 days, representing an increase of $26.2 million during the six months ended June 30, 2000. The major elements of the increase in cash for the first six months of 2000 includes cash provided from operations of $1.7 million, cash provided from investing activities of $90.6 million, primarily from the sales of VeriSign common stock and Trintech ordinary shares, and cash provided from the proceeds of employee exercises and purchases under the Company’s stock option and employee stock purchase plans of $21.0 million. These increases were offset by $74.0 million of cash used to repurchase Company common stock and purchases of property and equipment of $26.7 million.

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      The Company anticipates that it will continue to use a significant portion of future cash resources to repurchase its common stock. To facilitate its repurchase plan, the Company has entered into forward purchase contracts and put options with respect to 2.5 million shares of its common stock, which generated cash proceeds of $12.9 million during the first six months of 2000. These contracts will allow the Company to purchase shares through the second quarter of 2002 at an average purchase cost of $57.00 per share.

      The Company’s plans for future uses of cash will include additional strategic investments in preferred and common stock of privately held companies and additional purchases of property and equipment.

      The Company believes that cash generated from operating activities will be sufficient to fund its working capital requirements through at least the next twelve months. Historically, the Company’s operating revenue has increased as the computer network market, including the Internet market, has grown, and the Company believes that if this growth trend continues, its operating revenues will continue to grow as well. The Company anticipates that current cash on hand, and the cash generated from the exercise of employee options and employee stock purchase plans, will be adequate to fund its planned capital and financing expenditures for the duration of the fiscal year.

Certain Factors That May Affect Future Results

      The Company’s quarterly operating results may vary significantly from quarter to quarter depending on a number of factors, including, among other factors:

•  the size, timing and shipment of individual orders for the Company’s products;

•  customers deferring their orders in anticipation of new releases or new products;

•  market acceptance of new products;

•  the timing of introduction or enhancement of products by the Company or its competitors;

•  changes in the Company’s operating expenses;

•  personnel changes;

•  foreign currency exchange rates;

•  changes in the mix of products sold;

•  changes in product pricing;

•  development of the Company’s direct and indirect distribution channels; and

•  general economic conditions.

      The Company may not be able to grow or sustain its profitability from quarter to quarter. Because the Company’s operating expenses are based on anticipated revenue levels and a high percentage of the Company’s expenses are fixed, a small variation in when revenue is recognized can cause significant variations in operating results from quarter to quarter.

      The Company’s stock price has been volatile and is likely to remain volatile. During 1999, the Company’s stock price ranged from a per share high of $77.50 to a low of $14.88. At the close of the market on July 17, 2000, the Company’s stock price was $67.875. Announcements, litigation developments, changes in markets and the Company’s ability to meet the expectations of brokerage firms, industry analysts and investors with respect to its operating and financial results may contribute to this volatility.

      The market for the Company’s products is new and still developing, and demand for the Company’s products depends highly on the continued growth in the use of computer networks, including the Internet, to allow users access to confidential and proprietary information and resources. E-security technology is constantly changing as the Company and its competitors introduce new products and retire old products and as customer requirements quickly develop and change. In addition, the standards for e-businesses and e-security are continuing to evolve. The Company’s future success will depend in part upon its ability to enhance its

16

existing products and to introduce new, competitively priced products with features that meet changing customer requirements, all in a timely and cost-effective manner. However, the Company may not be successful in introducing new or enhanced products. A number of factors, including the following, could have an adverse impact on the success of a product:

•  delays or difficulties in product development;

•  quality, reliability or security failure problems, which could result in returns, delays in collecting accounts receivable, unexpected service or warranty expenses, reduced orders and a decline in the Company’s competitive position;

•  undetected software errors or bugs in the final products shipped to the Company’s customers, which could cause market acceptance of the products to be lost or delayed or recalls of hardware products incorporating the software;

•  the Company’s competitors’ introduction of their new products ahead of the Company’s new products or introduction of superior or cheaper products;

•  the market’s failure to accept new technologies;

•  the Company’s failure to anticipate changes in customers’ requirements;

•  implementation of standards that are inconsistent with the technology embodied in the Company’s products; and

•  market acceptance of digital certificate and public and private key management technologies.

      During 1999, the Company launched its RSA Keon® product line, a family of security solutions designed to enable organizations to support and manage the growing use of public and private keys, digital signatures and digital certificates for verifying user identities and establishing information access privileges for users. This new product line is critical to the Company’s strategy and the evolution of its business into new markets. If the RSA Keon product line is not successful, the Company’s financial condition or results of operations could be adversely affected. All of the factors listed above as affecting the success of new products generally also affect the RSA Keon product line.

      The market for the Company’s products is highly competitive, and some of the Company’s current and potential competitors have significantly greater financial, marketing and technical resources than the Company. The Company may not have sufficient resources to make the investments in its research and development and sales and marketing organizations and may not be able to make the technological advances necessary to maintain its competitive position.

      International sales accounted for more than 30% of the Company’s revenue for each of the years ended December 31, 1997, 1998 and 1999 and for the six months ended June 30, 2000. There are certain risks inherent in doing business internationally, including:

•  foreign regulatory requirements;

•  legal uncertainty regarding liability;

•  export and import restrictions on cryptographic technology and products incorporating that technology;

•  difficulties and delays in establishing international distribution channels;

•  difficulties in collecting international accounts receivable;

•  fluctuations in currency exchange rates;

•  tariffs and other trade barriers;

•  difficulties in enforcement of intellectual property rights; and

•  political instability.

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      From time to time, the Company has received correspondence alleging that its products may infringe patents or trademarks held by third parties. Any litigation carries a number of significant risks including:

•  litigation is often very expensive, even if it is resolved in the Company’s favor;

•  litigation diverts the attention of management and other resources; and

•  if a court or other government agency rules against the Company in any intellectual property litigation, the Company might be required to:

•  discontinue the use of certain processes,

•  cease the manufacture, use and sale of infringing products,

•  expend significant resources to develop non-infringing technology, and/or

•  obtain licenses for the infringing technology, or pay significant monetary damages.

      The Company relies on a combination of patent, trade secret, copyright and trademark laws, software licenses, nondisclosure agreements and technical measures to protect its proprietary technology. The Company also generally enters into confidentiality and/or license agreements with its employees, distributors and strategic partners as well as with its customers and potential customers seeking proprietary information, and limits access to and distribution of its software, documentation and other proprietary information. However, these steps may prove inadequate to keep other parties from misappropriating the Company’s technology or from developing their own competitive versions of the Company’s technology.

      The Company relies heavily on patents to protect its proprietary rights in its technology, but it is possible that any patent owned or held by the Company or its licensors might be invalidated, circumvented, challenged or terminated. The Company’s issued U.S. patents expire at various dates ranging from 2000 to 2018. When each of the Company’s patents expires, competitors may develop and sell products based on the same or similar technologies as those covered by the expired patent. It is also possible that the claims described in the Company’s pending or future patent applications may be rejected by patent examiners. In addition, the laws of certain countries in which the Company’s products are now, or may in the future be, developed or sold may not protect the Company’s products and intellectual property rights to the same extent as the laws of the United States. The inability of the Company to adequately protect its intellectual property could have a material adverse effect on its financial condition and results of operations.

      An important patent developed at the Massachusetts Institute of Technology (U.S. Patent No. 4,405,829) and licensed to the Company will expire on September 20, 2000. An implementation of the cryptographic algorithm described in this patent is embodied in the Company’s RSA BSAFE® cryptographic products. To date, the Company has vigorously enforced its exclusive rights to the patented technology against infringers who have released, or threatened to release, competing products that use the algorithm embodied in the patent. The Company does not know what effect the expiration of the patent will have, but it believes that the expiration may encourage competitors to market competing products that previously would have infringed the patent.

      One of the Company’s business strategies is to enter into strategic marketing alliances or other similar collaborative relationships in order to reach a larger customer base than the Company could reach alone through its direct sales and marketing efforts. If the Company is unable to create relationships with strategic partners, then it will need to devote more resources to sales and marketing. The Company may not be able to find appropriate strategic partners or may not be able to enter into potential relationships on commercially favorable terms. Furthermore, the relationships the Company does enter into may not be successful.

      The Company’s success depends on its ability to attract, motivate and retain highly skilled technical, managerial and marketing personnel. In some areas of the United States and in some foreign countries, the demand for these kinds of employees exceeds the supply of unemployed workers, and many firms are competing with the Company for the few employees available with the required skills. The Company believes that its compensation plans are competitive, but it may not be able to hire and retain the employees it needs.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      The Company is exposed to a variety of risks, including changes in the market value of its investments and its common stock. In the normal course of business, the Company employs established policies and procedures to manage these risks.

      The Company generally purchases its marketable securities in high credit quality instruments, primarily U.S. Government and Federal Agency obligations, tax-exempt municipal obligations and corporate obligations with contractual maturities of ten years or less. The Company does not expect any material loss from the above described marketable security investments and therefore believes that its potential interest rate exposure is not material. The Company routinely evaluates the realizable value of its investments using qualitative and quantitative factors including discounted cash flow analysis and liquidation value assessments.

      The Company also makes strategic equity investments determined by the Board of Directors. The Company’s available for sale securities at June 30, 2000 include 4,500,000 shares of VeriSign common stock and 1,252,254 shares of Trintech ordinary shares. As discussed below, the Company has entered into derivative financial instruments in order to protect the Company’s position in its investment in VeriSign. The Company’s position in Trintech has not been protected, and for example, a 20% adverse change in its equity price would result in an approximate $5.0 million decrease in the fair value of the Company’s marketable securities.

      The Company bought put options and sold call options on its VeriSign shares to ensure that at least a portion of the unrealized gain is fully hedged and ultimately realized. The call options entitle the holders to buy shares of VeriSign common stock and the put options allow the Company to sell shares of VeriSign common stock on certain dates at specified prices, or permit a net-share settlement at the Company’s option. On June 30, 2000, 4,500,000 shares were covered by these put and call options. The outstanding put and call options expire quarterly in 500,000 share increments between September 30, 2000 and September 30, 2002 and have exercise prices ranging from $47.46 to $77.00 per share. There were no premiums paid for the options. The options are recorded at intrinsic value, resulting in an unrealized hedge liability. As of June 30, 2000, unrealized gains of $786.9 million, net of the unrealized hedge liability of $489.9 million net to a maximum realizable value of $297.0 million. If the put and call option program is not followed to maturity, realized gains would be significantly reduced by the costs associated with the early termination of the put and call options.

      During the first six months of 2000, the Company entered into equity instrument contracts indexed to the Company’s common stock including put options and forward purchase contracts. These equity instruments are designed to facilitate the repurchase of the Company’s common stock and to minimize the effects of employee stock options and employee stock purchase plan exercises on the dilution of earnings per share. However, the market risk associated with these instruments could result in a liability to the Company if the market price of its common stock falls below the contract purchase prices. See Note 6 of Notes to Condensed Consolidated Financial Statements.

      Through June 30, 2000, foreign currency fluctuations have not had a material impact on the Company’s financial position or results of operations and historically, the Company has not entered into foreign currency hedge transactions. The Company invoices customers primarily in U.S. dollars, except in those countries in which the Company has branch or subsidiary operations and the customers invoices are denominated in the local currency. The Company is exposed to foreign exchange rate fluctuations from when customers are invoiced in local currency until collection occurs. This exposure is offset by the Company’s use of local currency for operating expenses incurred in those countries. The Company believes that its potential foreign currency exchange rate exposure is not material.

      The foregoing risk management discussion and the effects thereof are forward-looking statements. Actual results in the future may differ materially from these projected results due to actual developments in global financial markets. The analytical methods used by the Company to assess and mitigate risk discussed above should not be considered projections of future events or losses.

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New Accounting Pronouncements

      The effective date of Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 138 “An Amendment of FASB Statement No. 133” is January 1, 2001. SFAS No. 133 and No. 138 will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives will either be offset against the change in fair value of hedged assets, liabilities, or firm commitments through earnings or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings. The ineffective portion, if any, of the derivative’s change in fair value will be immediately recognized in earnings.

      The Company intends to account for its put and call options on its VeriSign holdings as fair value hedges. The Company estimates that, based on the valuation of these put and call options as of June 30, 2000, the effect of adopting SFAS No. 133 and No. 138 would be to record an initial extraordinary loss of $26.8 million, which represents the ineffective portion of the hedges. This initial non-cash loss will be offset during future periods by non-cash gains and losses from the subsequent adjustments of the hedges to fair value, and cash gains from the sale of VeriSign common stock.

      In March 2000, the EITF issued Issue No. 00-7, “Application of EITF Issue No. 96-13, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, to Equity Derivative Transactions that Contain Certain Provisions that Require Cash Settlement if Certain Events Occur.” EITF Issue No. 96-13 established the accounting standards for equity derivative contracts indexed to and potentially settled in a company’s own stock. It did not address embedded settlement features which are contingent on events which are unlikely to occur and it did not address how to determine if share settlement is within control of the issuer. EITF 00-7 addresses embedded settlement features and states that contracts which could require cash payment cannot be accounted for as equity of the issuer. EITF 00-7 is effective on December 31, 2000 except for contracts entered into after March 17, 2000. The EITF is expected to issue additional guidelines during September 2000 on when share settlement would be in control of the issuer.

      Unless the Company is able to modify its contracts to exclude certain cash settlement provisions, the Company will be required to account for its forward purchase contracts and put options as derivative assets and liabilities, with subsequent changes in their fair values recognized in earnings. The Company is seeking to modify the cash settlement provisions. The Company estimates that based on the valuation of the forward purchase and put option contracts at June 30, 2000, the effect of adopting EITF 00-7 would be to recognize income of $10.1 million.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

      On or about December 11, 1998, a class action was filed in the United States District Court for the District of Massachusetts on behalf of all purchasers of the Company’s common stock during the period from and including September 30, 1997 through July 15, 1998: Fitzer v. Security Dynamics Technologies, Inc., Charles R. Stuckey, Jr., D. James Bidzos, Arthur W. Coviello, Jr., John Adams, Marian G. O’Leary and Linda B. Saris, Civil Action No. 98-CV-12496-WGY. The plaintiffs subsequently dismissed without prejudice the claims against Ms. Saris. The plaintiffs filed an amended complaint on May 4, 1999, which asserts that the defendants misled the investing public concerning demand for the Company’s products, the strengths of its technologies, and certain trends in the Company’s business. Plaintiffs seek unspecified damages, interest, costs and fees of their attorneys, accountants and experts. The Company is seeking to dismiss the plaintiffs’ complaint and intends to defend the lawsuit vigorously. Although the amounts claimed may be substantial, the Company cannot predict the ultimate outcome or estimate the potential loss, if any, related to the lawsuit. The Company believes that the disposition of this matter will not have a material adverse effect on the Company’s consolidated financial position. However, the adverse resolution of the lawsuit could materially affect the Company’s results of operations or liquidity in any one annual or quarterly reporting period.

      On or about May 20, 1999, Kenneth P. Weiss, the founder and a former director, officer and employee of the Company, filed a demand for arbitration alleging that (a) the Company constructively terminated Mr. Weiss in May 1996 in violation of his Employment Agreement with the Company, and (b) the Company breached its obligations under Mr. Weiss’ Employment Agreement by refusing to release certain assignments of patents. Mr. Weiss seeks unspecified damages, interest, costs and fees of his attorneys and experts, as well as the return of his rights in certain patents he created and assigned to the Company in the course of his employment. The parties are currently conducting discovery. The Company believes that Mr. Weiss’ claims are without merit, and intends to defend the matter vigorously. The Company believes that the disposition of this matter will not have a material adverse effect on the Company’s consolidated financial position.

      On or about June 15, 2000, David Moran, a stockholder of the Company, filed a shareholder derivative action in the Court of Chancery of New Castle County in the State of Delaware on behalf of himself and all others similarly situated v. Charles R. Stuckey, Jr., D. James Bidzos, Richard L. Earnest, Dr. Taher Elgamal, James K. Sims, Joseph B. Lassiter, III, Arthur Coviello, Jr., Robert P. Badavas, VeriSign, Inc. and RSA Security Inc, f/k/a Security Dynamics Technologies, Inc., Civil Action No. 18107NC. Mr. Moran asserts that the Company’s Board of Directors breached its fiduciary duty to the Company by failing to obtain certain international patents, by failing to enforce the terms of certain agreements with VeriSign, and by appointing Mr. Stuckey as President of RSA Capital. Mr. Moran seeks unspecified damages, interest, costs and fees of his attorneys, accountants and experts. The Company believes that Mr. Moran’s claims are without merit, and intends to defend the lawsuit vigorously. The Company believes that the disposition of this matter will not have a material adverse effect on the Company’s consolidated financial position.

      From time to time, the Company has been named as a defendant in other legal actions arising from its normal business activities, which it believes will not have a material adverse effect on the Company or its business.

Item 2.  Changes in Securities and Use of Proceeds

      The Company has an active stock repurchase program. One element of such program is the sale of put options. On various dates between February 24, 2000 and June 19, 2000, the Company sold an aggregate of 1,500,000 put options with respect to its common stock to a major financial institution and received aggregate proceeds of $12.9 million in connection with such sales. Each put option entitles the holder to sell to the Company by physical delivery, cash delivery or net-share settlement, at the Company’s option, one share of the Company’s common stock at a specified price. The put options sold by the Company during the first six months of 2000 expire on various dates through February 2002. The exercise price for 321,000 of the put

21

options is $51.34, the exercise price for 679,000 of the put options is $55.77, and the exercise price for the balance of the put options is $61.27.

      In addition, the Company has entered into forward purchase contracts, with respect to 1,000,000 shares of its common stock, with a major financial institution, which expire during the second quarter of 2001 with quarterly reset dates through the expiration date. At each reset date, if the market price of the Company’s common stock is greater than the market price on the previous reset date, then the financial institution will pay the difference to the Company in cash or shares of the Company’s common stock at the Company’s option. If the market price of the Company’s common stock on such reset date is lower than the market price on the previous reset date, the contract price does not change and the Company will have to settle at the expiration of the contract by paying the difference to the financial institution in cash or shares of its common stock.

      All of these transactions were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. Each transaction was privately negotiated, and each purchaser of options was an accredited investor and qualified institutional buyer. No public offering or public solicitation was made by the Company in the placement of these securities.

Item 4.  Submission of Matters to a Vote of Security Holders.

      At the Company’s Annual Meeting of Stockholders held on April 19, 2000, the Company’s stockholders elected Robert P. Badavas, Arthur W. Coviello, Jr. and James K. Sims as Class III Directors for the ensuing three years and ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the current year. The other directors of the Company whose terms of office continued after the Annual Meeting are D. James Bidzos, Richard L. Earnest, Taher Elgamal, Joseph P. Lassiter, III and Charles R. Stuckey, Jr. There were 39,772,538 shares of the Company’s Common Stock issued, outstanding and eligible to vote at the record date of March 3, 2000. The results of the voting for each matter are set forth below; there were no broker non-votes for either matter:

Election of Directors:		Votes For:		Votes Withheld:
	Robert P. Badavas		31,969,529		2,046,629
	Arthur W. Coviello,  Jr.		31,969,529		2,046,629
	James K. Sims		31,968,129		2,048,029

Ratification of Auditors:	Votes For:		Votes Against:		Abstentions:
		33,972,833		24,201		19,124

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

      See the Exhibit Index attached to this Report.

(b)  Reports on Form 8-K:

      The Company did not file any Current Reports on Form 8-K during the quarter ended June 30, 2000.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RSA SECURITY INC.

/s/ JOHN F. KENNEDY

John F. Kennedy

Senior Vice President, Finance,

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

Dated: August 10, 2000

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EXHIBIT INDEX

Item		Description
	3.1	Third Restated Certificate of Incorporation, as amended.
	*10.1	Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended.
	*10.2	Employment Agreement dated as of April 1, 2000 between the Company and Arthur W. Coviello, Jr.
	*10.3	Second Amended and Restated Employment Agreement dated as of April 1, 2000 between the Company and Charles R. Stuckey,  Jr.
	10.4	Third Amendment to Lease, dated as of May 9, 2000 between the Company and EOP — Crosby Corporate Center, L.L.C.
	27.1	Financial Data Schedule.

*  Denotes management contract or compensatory plan or arrangement.

24 EX-3.1 2 ex3-1.txt EX-3.1 THIRD RESTATED CERT. OF INCORPORATION 1 EXHIBIT 3.1 THIRD RESTATED CERTIFICATE OF INCORPORATION OF SECURITY DYNAMICS TECHNOLOGIES, INC. Security Dynamics Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of State of Delaware on May 23, 1986. A Second Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 7, 1988, which Second Restated Certificate of Incorporation was amended by a Certificate of Amendment of Second Restated Certificate of Incorporation filed on April 27, 1990, a Second Certificate of Amendment of Second Restated Certificate of Incorporation filed on September 21,1990, a Third Certificate of Amendment of Second Restated Certificate of Incorporation filed on March 19, 1991, a Fourth Certificate of Amendment of Second Restated Certificate of Incorporation filed on July 13, 1993, a Fifth Certificate of Amendment of Second Restated Certificate of Incorporation filed on October 28, 1993, a Sixth Certificate of Amendment of Second Restated Certificate of Incorporation filed on October 24, 1994, and a Certificate of Retirement of Stock filed on even date herewith. 2. At a meeting of the Board of Directors of the Corporation, a resolution was duly adopted, pursuant to Sections 141(f) and 245 of the General Corporation Law of the State of Delaware, setting forth a Third Restated Certificate of Incorporation of the Corporation and declaring said Third Restated Certificate of Incorporation advisable. The stockholders of the Corporation duly approved said proposed Third Restated Certificate of Incorporation by written consent in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, and written notice of such consent has been given to all stockholders who have not consented in writing to said restatement. The resolution setting forth the Third Restated Certificate of Incorporation is as follows: 2 RESOLVED: That the Second Restated Certificate of Incorporation of the Corporation, as amended, be and hereby is amended and restated in its entirety so that the same shall read as follows: FIRST. The name of the Corporation is: Security Dynamics Technologies, Inc. SECOND. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Thirty Million (30,000,000) shares of Common Stock, $.10 par value per share ("Common Stock"). The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of the Common Stock. 1. VOTING. The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders. There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware. 2. DIVIDENDS. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors. 3. LIQUIDATION. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders. FIFTH. The Corporation shall have a perpetual existence. SIXTH. In furtherance of and not in limitation of powers conferred by statute, it is further provided that the Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation. SEVENTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware 2 3 Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any promise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH. 1. ACTION, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereinafter as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) judgment, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. 2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) and amounts paid in 3 4 settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys' fees) which the Court of Chancery of Delaware shall deem proper. 3. INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or NOLO CONTENDERE by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto. 4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. 5. ADVANCE OF EXPENSES. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the 4 5 final disposition of such matter; PROVIDED, HOWEVER, that the payment of such expense incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment. 6. PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), even though less than quorum, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may be regular legal counsel to the Corporation), or (d) a court of competent jurisdiction. 7. REMEDIES. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advanced of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee's expenses (including attorneys' fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. 8. SUBSEQUENT AMENDMENT. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal. 9. OTHER RIGHTS. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to 5 6 prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. 10. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys' fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal, therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys' fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled. 11. INSURANCE. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation law of Delaware. 12. MERGER OR CONSOLIDATION. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation. 13. SAVINGS CLAUSE. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys' fees) judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law. 14. DEFINITIONS. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i). 15. SUBSEQUENT LEGISLATION. If the General Corporation Law of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. TENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Third Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Third Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. 6 7 ELEVENTH. This Article is inserted for the management of the business and for the conduct of the affairs of the Corporation. 1. NUMBER OF DIRECTORS. The number of directors of the Corporation shall not be less than three. The exact number of directors within the limitations specified in the preceding sentence shall be fixed from time to time by, or in the manner provided in, the Corporation's By-Laws. 2. CLASSES OF DIRECTORS. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. No one class shall have more than one director more than any other class. If a fraction is contained in the quotient arrived at by dividing the designated number of directors by three, then, if such fraction is one-third, the extra director shall be a member of Class I, and if such fraction is two-thirds, one of the extra directors shall be a member of Class I and one of the extra directors shall be a member of Class II, unless otherwise provided from time to time by resolution adopted by the Board of Directors. 3. ELECTION OF DIRECTORS. Elections of directors need not be by written ballot except as and to the extent provided in the By-Laws of the Corporation. 4. TERMS OF OFFICE. Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; PROVIDED, that each initial director in Class I shall serve for a term ending on the date of the annual meeting in 1995; each initial director in Class II shall serve for a term ending on the date of the annual meeting in 1996; and each initial director in Class III shall serve for a term ending on the date of the annual meeting in 1997; and PROVIDED FURTHER, that the term of each director shall be subject to the election and qualification of his successor and to his earlier death, resignation or removal 5. ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES OR DECREASES IN THE NUMBER OF DIRECTORS. In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to ensure that no one class has more than one director more than any other class. To the extent possible, consistent with the foregoing rule, any newly created directorships shall be added to those classes whose terms of office are to expire at the latest dates following such allocation, and any newly eliminated directorships shall be subtracted from those classes whose terms of offices are to expire at the earliest dates following such allocation, unless otherwise provided from time to time by resolution adopted by the Board of Directors. 6. QUORUM; ACTION AT MEETING. A majority of the directors at any time in office shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each director so disqualified, provided that in no case shall less than one-third of the number of directors fixed pursuant to Section 1 above constitute a quorum. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of those present may adjourn the meeting from time to time. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law, by the By-Laws of the Corporation or by this Third Restated Certificate of Incorporation. 7 8 7. REMOVAL. Directors of the Corporation may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote. 8. VACANCIES. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the board, shall be filled only by a vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected to hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of his successor and to his earlier death, resignation or removal. 9. STOCKHOLDER NOMINATIONS AND INTRODUCTION OF BUSINESS, ETC. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the By-Laws of the Corporation. 10. AMENDMENTS TO ARTICLE. Notwithstanding any other provisions of law, this Third Restated Certificate of Incorporation or the By-Laws of the Corporation, each as amended, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article ELEVENTH. TWELFTH. Stockholders of the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provisions of law, the Third Restated Certificate of Incorporation or the By-Laws of the Corporation, each as amended, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TWELFTH. THIRTEENTH. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or if there is no Chief Executive Officer, the President) or the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provision of law, this Third Restated Certificate of Incorporation or the By-Laws of the Corporation, each as amended, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article THIRTEENTH. IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this Third Restated Certificate of Incorporation to be signed by its President this 21st day of December, 1994. SECURITY DYNAMICS TECHNOLOGIES, INC. By: /s/ Charles R. Stuckey, Jr. ------------------------------------ President 8 9 CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION OF SECURITY DYNAMICS TECHNOLOGIES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Security Dynamics Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: FIRST: That the Board of Directors of the Corporation, at a meeting of the Board of Directors held on April 24, 1996, duly adopted resolutions proposing and declaring advisable the following amendment to the Third Restated Certificate of Incorporation of the Corporation: RESOLVED: That the Third Restated Certificate of Incorporation of the Corporation be amended by deleting the first paragraph of Article FOURTH in its entirety and inserting the following in lieu thereof: "FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Eighty Million (80,000,000) shares of Common Stock, $.01 par value per share ("Common Stock")." SECOND: That the stockholders of the Corporation, at a Special Meeting of Stockholders held on July 26, 1996, duly approved said proposed Certificate of Amendment of Third Restated Certificate of Incorporation in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President this 31st day of July, 1996. SECURITY DYNAMICS TECHNOLOGIES, INC. By: /s/ Charles R. Stuckey, Jr. ----------------------------------- President 10 CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION OF SECURITY DYNAMICS TECHNOLOGIES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Security Dynamics Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: FIRST: That the Board of Directors of the Corporation, by written action in lieu of a meeting dated March 12, 1999 pursuant to Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, duly adopted resolutions proposing and declaring advisable the following amendment to the Third Restated Certificate of Incorporation, as amended, of the Corporation: RESOLVED: That the Third Restated Certificate of Incorporation, as amended, of the Corporation be amended by deleting the first paragraph of Article FOURTH in its entirety and inserting the following in lieu thereof: "FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Fifty Million (150,000,000) shares of Common Stock, $.01 par value per share ("Common Stock")." SECOND: That the stockholders of the Corporation, at the Annual Meeting of Stockholders held on May 5, 1999, duly approved said proposed Certificate of Amendment of Third Restated Certificate of Incorporation in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Senior Vice President and Chief Financial Officer this 5th day of May, 1999. SECURITY DYNAMICS TECHNOLOGIES, INC. By: /s/ Marian G. O'Leary ------------------------------------- Marian G. O'Leary Senior Vice President and Chief Financial Officer 11 CERTIFICATE OF OWNERSHIP AND MERGER MERGING RSA DATA SECURITY, INC. INTO SECURITY DYNAMICS TECHNOLOGIES, INC. Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Security Dynamics Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware. SECOND: That the Corporation owns all of the outstanding shares of the capital stock of RSA Data Security, Inc., a Delaware corporation ("RSA"). THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting held on July 14, 1999, determined to merge RSA into the Corporation and change the Corporation's corporate name to "RSA Security Inc." on the conditions set forth in such resolutions: RESOLVED: That the Corporation merge into itself its wholly owned subsidiary, RSA Data Security, Inc. ("RSA"), and assume all of said subsidiary's liabilities and obligations; and that upon the effectiveness of such merger, the Corporation's corporate name be changed to "RSA Security Inc." RESOLVED: That each of the Chairman of the Board and Chief Executive Officer and the President of the Corporation be and hereby is authorized and directed to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge RSA into the Corporation and to assume the liabilities and obligations of said subsidiary and to change the Corporation's corporate name to "RSA Security Inc." upon the effectiveness of such merger, the execution and filing thereof to be conclusive evidence of such approval and the authorization therefor by the Board of Directors of the Corporation. 12 IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed and this Certificate of Ownership and Merger to be signed by its Chairman of the Board and Chief Executive Officer this 10th day of September, 1999. SECURITY DYNAMICS TECHNOLOGIES, INC. By: /s/ Charles R. Stuckey, Jr. ---------------------------------- Chairman of the Board and Chief Executive Officer 2 13 CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION OF RSA SECURITY INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, RSA Security Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies: FIRST: That the Board of Directors of the Corporation, at a meeting of the Board of Directors held on May 17, 2000, duly adopted resolutions proposing and declaring advisable the following amendment to the Third Restated Certificate of Incorporation, as amended, of the Corporation: RESOLVED: That the Third Restated Certificate of Incorporation, as amended, of the Corporation be amended by deleting the first paragraph of Article FOURTH in its entirety and inserting the following in lieu thereof: "FOURTH. The total number of shares of all classes of stock that the Corporation shall have authority to issue is Three Hundred Million (300,000,000) shares of Common Stock, $.01 par value per share ("Common Stock")." SECOND: That the stockholders of the Corporation, at the Special Meeting of Stockholders held on July 5, 2000, duly approved said proposed Certificate of Amendment of Third Restated Certificate of Incorporation in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President this 5th day of July, 2000. RSA SECURITY INC. By: /s/ Arthur W. Coviello, Jr. ------------------------------------- Arthur W. Coviello, Jr. President and Chief Executive Officer EX-10.1 3 ex10-1.txt EX-10.1 AMENDED & RESTATED STOCK PURCHASE PLAN 1 EXHIBIT 10.1 RSA SECURITY INC. AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN 1. RESTATEMENT, PURPOSE (a) RESTATEMENT. This Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan (the "Plan") of RSA Security Inc., a Delaware corporation (the "Company"), amends and restates the 1998 Non-Officer Employee Stock Incentive Plan of the Company initially approved by the Company's Board of Directors on December 9, 1998 and subsequently amended. (b) PURPOSE. The purpose of the Plan is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code"). 2. ELIGIBILITY All of the Company's employees (and any individuals who have accepted an offer for employment), consultants and advisors, other than those who are also officers (within the meaning of Section 16 of the Securities Exchange Act, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder) or directors of the Company, are eligible to be granted options, restricted stock awards, or other stock-based awards (each, an "Award") under the Plan. Each person who has been granted an Award under the Plan shall be deemed a "Participant." 3. ADMINISTRATION, DELEGATION (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by the Board of Directors of the Company (the "Board"). The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith. 2 (b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to make Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum number of shares for any one Participant to be made by such executive officers. (c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a "Committee"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board or the executive officer referred to in Section 3(b) to the extent that the Board's powers or authority under the Plan have been delegated to such Committee or executive officer. 4. STOCK AVAILABLE FOR AWARDS Subject to adjustment under Section 8, Awards may be made under the Plan for up to 4,760,959 shares of common stock, $.01 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 5. NONSTATUTORY STOCK OPTIONS (a) GENERAL. The Board may grant nonstatutory stock options to purchase Common Stock (each, an "Option") and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. No Option granted under the Plan shall be intended to be an "incentive stock option" as defined in Section 422 of the Code. (b) EXERCISE PRICE. The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement. (c) DURATION OF OPTIONS. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided that Options may not be granted for a term in excess of ten years. (d) EXERCISE OF OPTION. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(e) for the number of shares for which the Option is exercised. 2 3 (e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; (3) to the extent permitted by the Board, in its sole discretion, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith ("Fair Market Value"), provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock was owned by the Participant at least six months prior to such delivery; (4) to the extent permitted by the Board, in its sole discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or (5) by any combination of the above-permitted forms of payment. (f) DEFERRAL. Any Participant who is a participant in a deferred compensation plan established by the Company may elect with the permission of the Board and in accordance with rules established by the Board to defer the receipt of any shares of Common Stock issuable upon the exercise of an Option provided that such election is irrevocable and made at least that number of days prior to the exercise of the Option which shall be determined by the Board. The Participant's account under such deferred compensation plan shall be credited with a number of stock units equal to the number of shares so deferred. 6. RESTRICTED STOCK (a) GRANTS. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a "Restricted Stock Award"). (b) TERMS AND CONDITIONS. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, 3 4 deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the "Designated Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate. 7. OTHER STOCK-BASED AWARDS The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights. 8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the number and class of securities and exercise price per share subject to each outstanding Option, (iii) the repurchase price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c) shall be applicable to such event, and this Section 8(a) shall not be applicable. (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants provide that all then-unexercised Options will (i) become exercisable in full as of a specified time at least ten business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award. (c) ACQUISITION EVENTS (1) DEFINITION. An "Acquisition Event" shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which the Common Stock is converted into or exchanged for the right to receive cash, securities or other property or (b) any exchange of shares of the Company for cash, securities or other property pursuant to a statutory share exchange transaction. 4 5 (2) CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS. Upon the occurrence of an Acquisition Event, or the execution by the Company of any agreement with respect to an Acquisition Event, the Board may take any one or more of the following actions: (i) provide that outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (ii) upon written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by the Participants before the consummation of such Acquisition Event; (iii) in the event of an Acquisition Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Acquisition Event (the "Acquisition Price"), provide that all outstanding Options shall terminate upon consummation of such Acquisition Event and each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (to the extent then exercisable), exceeds (B) the aggregate exercise price of such Options; and (iv) provide that all or any outstanding Options shall become exercisable in full immediately prior to such event. (3) CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK AWARDS. Upon the occurrence of an Acquisition Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company's successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. (4) CONSEQUENCES OF AN ACQUISITION EVENT ON OTHER AWARDS. The Board shall specify the effect of an Acquisition Event on any other Award granted under the Plan at the time of the grant of such Award. 9. GENERAL PROVISIONS APPLICABLE TO AWARDS (a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall 5 6 be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. (b) DOCUMENTATION. Each Award shall be evidenced by a written instrument in such form as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. (c) BOARD DISCRETION. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly. (d) TERMINATION OF STATUS. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant's legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award. (e) WITHHOLDING. Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may, to the extent then permitted under applicable law, satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. (f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type and changing the date of exercise or realization, provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. Without intending to limit the generality of the preceding sentence, the Board may, without amending the Plan, modify Awards granted to Participants who are foreign nationals or employed outside the United States to reorganize differences in laws, rules, regulations or customers of such foreign jurisdiction with respect to tax, securities, currency, employee benefits or other matters. (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company 6 7 such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. (h) ACCELERATION. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of restrictions in full or in part or that any other Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 10. MISCELLANEOUS (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan is effective as of December 9, 1998, the date on which it was adopted by the Board (the "Effective Date"). No Awards shall be granted under the Plan after the completion of ten years from the Effective Date, but Awards previously granted may extend beyond that date. (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. (e) GOVERNING LAW. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law. Adopted by the Board of Directors on December 9, 1998 7 8 Amended and restated by the Board of Directors on February 8, 2000 8 9 RSA SECURITY INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN The RSA Security Inc. Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan (the "Plan") is hereby amended as set forth below: 1. Section 4 of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor: "Subject to adjustment under Section 8, Awards may be made under the Plan for up to 5,064,731 shares of common stock, $.01 par value per share, of the Company (the "Common Stock")." 2. In all other respects, the Plan shall remain in full force and effect. Adopted by the Board of Directors on April 12, 2000 10 RSA SECURITY INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN The RSA Security Inc. Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended (the "Plan"), is hereby amended as set forth below: 1. Section 4 of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor: "Subject to adjustment under Section 8, Awards may be made under the Plan for up to 6,921,581 shares of common stock, $.01 par value per share, of the Company (the "Common Stock")." 2. In all other respects, the Plan shall remain in full force and effect. Adopted by the Board of Directors on May 17, 2000 11 RSA SECURITY INC. AMENDMENT NO. 3 TO AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN The RSA Security Inc. Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended (the "Plan"), is hereby amended as set forth below: 1. Section 4 of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor: "Subject to adjustment under Section 8, Awards may be made under the Plan for up to 8,021,581 shares of common stock, $.01 par value per share, of the Company (the "Common Stock")." 2. In all other respects, the Plan shall remain in full force and effect. Adopted by the Board of Directors on July 12, 2000 EX-10.2 4 ex10-2.txt EX-10.2 EMPLOYMENT AGMT W/ ARTHUR W. COVIELLE, JR. 1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of April, 2000 (the "Agreement Date"), by and between RSA Security Inc., a Delaware corporation ("Employer"), and Arthur W. Coviello, Jr. ("Employee"). WHEREAS, Employer and Employee are parties to a letter agreement, dated as of August 21, 1995 (the "1995 Agreement"); and WHEREAS, Employer and Employee are desirous of continuing Employee's employment with Employer for the period, and on the terms and conditions, set forth herein; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions herein contained, the parties hereby agree as follows: Section 1. EMPLOYMENT. Employer hereby agrees to continue to employ Employee, and Employee accepts such continued employment, according to the terms and conditions set forth in this Agreement. Section 2. TERM. The initial term of this Agreement (the "Initial Term") shall be for a period commencing on April [1], 2000 and continuing through March 31, 2002. Thereafter, this Agreement shall be automatically renewed for additional one-year periods (each, the "Renewal Term") on the same terms and conditions (except as may be otherwise mutually agreed to in writing by the parties) unless either party gives the other written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. Notwithstanding the foregoing, the Employment Period (as defined below) may be terminated at any time upon the occurrence of any one of the following events: (i) Employee's decision to resign pursuant to Section 9 of this Agreement, (ii) Employer's decision to terminate Employee, either "for cause" or other than "for cause" pursuant to Section 9, or (iii) the parties' agreement in writing to terminate the Agreement. The period of time between the commencement and termination of Employee's employment shall be referred to herein as the "Employment Period." 2 Section 3. POSITION AND SERVICES. (a) Employee will occupy the position of President and Chief Executive Officer of Employer. Employee will also be a member of the Employer's Board of Directors (the "Board of Directors"), subject to the terms of the Employer's Third Restated Certificate of Incorporation as amended from time to time. Any subsequent substantial diminution in the position, office or duties of Employee (other than any such diminution resulting from a Change in Control (as such term is defined in Section 12 hereof)) or material breach by the Employer of its obligations under this Agreement shall be deemed a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Employee will report directly to the Board of Directors and shall have such duties and responsibilities as are set forth in the Employer's Amended and Restated By-Laws, as amended from time to time, which duties and responsibilities shall include, but not be limited to, overall management responsibility for the operations and administration of Employer as well as such other duties and responsibilities, consistent with Employee's position as President and Chief Executive Officer, as shall be defined by the Board of Directors. (b) Employee will be expected to be in the full-time employment of Employer, to devote substantially all of his business time and attention, and exert his best efforts, to the performance of his duties hereunder, and to serve Employer diligently and to the best of his ability. During the Employment Period, the Employee shall devote his full business time to the business and interests of the Employer; provided, that, except to the extent set forth in the Prior Agreements (as such term is defined in Section 8 hereof), nothing set forth herein shall prohibit the Employee from engaging in other activities to the extent that such activities do not impair the ability of the Employee to perform his duties and obligations under this Agreement. Section 4. COMPENSATION. The Employer shall pay to the Employee an initial base salary (the "Base Salary") at an annual rate of not less than $318,000, subject to deductions for social security, state payroll and unemployment and all other legally required or authorized deductions and withholding. Employee's salary shall be payable at the same time and basis as Employer pays its payroll in general. The Board of Directors shall review Employee's Base Salary during the Employment Period at least on an annual basis. The Employee shall have the right, by written notice to the Employer within thirty (30) days following any decrease in -2- 3 Employee's Base Salary at any time during the Employment Period, to treat such reduction as a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Section 5. INCENTIVE PAYMENTS. In addition to the Base Salary payable pursuant to Section 4 hereof, Employee shall be entitled to annual bonuses if Employee satisfies agreed-upon discrete goals/objectives to be contained in an annual incentive plan for the Employee to be established by the Board of Directors in consultation with Employee on an annual basis. The incentive plan for 2000 is attached as EXHIBIT A hereto. Section 6. DEATH OR DISABILITY DURING EMPLOYMENT. If Employee is prevented from performing his duties hereunder by reason of illness or injury for a period of (i) four or more consecutive months or (ii) six months during any 12-month period as determined by a recognized physician chosen by Employer and acceptable to Employee (the applicable date when either of such disabling events shall occur being hereinafter referred to as the "Effective Date of Disability"), or if Employee dies during the Employment Period, Employer shall pay to the Employee, if the Employee is disabled, or to Employee's spouse, the Executors under Employee's Last Will and Testament duly admitted to probate within one year of his death or the Employee's heir at law, if the Employee dies, in addition to such amounts (if any) as may be payable pursuant to any short- or long-term disability or life insurance policies then in effect and maintained by the Employer with respect to the Employee ("Disability Policies"), the compensation which would otherwise be payable to the Employee under this Agreement through the end of the month in which the Employee's Effective Date of Disability or death occurs, or, in the case of disability (and assuming any Disability Policies are currently in effect) such later date as the Employee would, if eligible, be entitled to receive benefits under such Disability Policies. In addition, the Employer shall pay, at the time when such bonus would normally be paid, all bonus payments under Section 5 hereof which the Board of Directors, in good faith, believed that the Employee was entitled to in respect of the year in which the Effective Date of Disability or death occurred. Section 7. BENEFITS; EXPENSES. (a) The Employee shall be entitled to receive the same standard employment benefits as other executives of the Employer receive. The Employee shall be entitled to fully participate in all of the Employer's future employee benefit programs in accordance with their then-existing terms. The Employee shall be entitled to reimbursement for all approved reasonable travel and other business expenses incurred by the Employee in connection with his services -3- 4 to the Employer pursuant to the terms of this Agreement. All business expenses for which the Employee seeks reimbursement from the Employer shall be adequately documented by the Employee in accordance with the Employer's procedures covering expense reimbursement and in compliance with the regulations of the U.S. Internal Revenue Service. (b) The Employee shall be entitled to five weeks of vacation during each year of the Employment Period. The Employee may accrue and carry forward vacation time to future years; provided, however, that in no event may the Employee carry forward into any year in excess of five weeks of accrued paid vacation time. Section 8. CONFIDENTIALITY; NON-COMPETITION. The parties acknowledge that the Employee has previously entered into a Non-Competition Agreement and a Nondisclosure and Developments Agreement, each dated as of August 28, 1995 (together, the "Prior Agreements"), in connection with the Employee's employment by the Employer. The Prior Agreements are each incorporated herein by this reference and made a part hereof as if set forth herein in their entirety. Section 9. TERMINATION. This Agreement does not grant the Employee any right or entitlement to be retained by the Employer, and shall not affect or prejudice the Employer's right to discharge the Employee in accordance herewith. The Employee may terminate this Agreement at any time during the Initial Term upon sixty (60) days' prior written notice to the Employer. The Employer may terminate this Agreement "for cause" (as defined below) at any time upon thirty (30) days' prior written notice to the Employee. Employee shall, during such 30-day period, be given an opportunity to defend the basis or facts giving rise to the notice. The Employer may terminate this Agreement other than "for cause" at any time during the Initial Term upon sixty (60) days' prior written notice to the Employee. Either party may terminate this Agreement at any time during the Renewal Term upon ninety (90) days' prior written notice to the other party. If Employee is terminated either "for cause" or for reasons other than "for cause," Employee shall be entitled to the following severance payments: (i) If termination occurs by the Employer other than "for cause," then the following severance payments (less applicable deductions for social security, payroll and other applicable taxes) and related arrangements will be made: -4- 5 (a) cash payments at the Employee's current monthly Base Salary at the time of termination (less applicable deductions) for a period of 24 months commencing with the month immediately succeeding the month during which the 30-day period after the giving of notice shall have ended (the "Effective Date of Termination"); (b) in addition to (a) above, normal employee medical and insurance benefits will be continued on an insured basis for the Employee and for each of the Employee's children who are under the age of 18 and the Employee's spouse at the Effective Date of Termination (the "Family") for a period of 24 months following the Effective Date of Termination, provided that medical benefits provided to the Employee and the Family pursuant to this subparagraph (b) may be reduced from time to time to the extent that medical benefits are provided through Medicare or through any other employer following the Effective Date of Termination; (c) to the extent that all or any stock options granted to Employee shall not have vested as of the Effective Date of Termination, then all such stock options shall automatically vest; (d) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to a pro rata portion of the Employee's current monthly Base Salary at the time of termination (less applicable deductions) with respect to the month in which the Effective Date of Termination occurs based upon the number of days elapsed in such month prior to the Effective Date of Termination; (e) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to the greater of (i) a pro rata portion of the bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred, calculated at 100% of the Employee's target bonus amount, and (ii) a pro rata portion of the actual bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred (assuming the Employee had been employed by the Employer the entire year); and -5- 6 (f) the Employer shall reimburse the Employee for any reasonable legal expenses incurred by the Employee in connection with the termination of the Agreement (excluding any expenses incurred in contesting any such termination). (ii) If Employee is terminated by the Employer "for cause," the Employer shall (a) provide the Employee with normal employee medical and insurance benefits for a period of six months following the Effective Date of Termination, and (b) pay to the Employee an amount equal to a pro rata portion of any bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred based on the number of days elapsed in such year prior to the Effective Date of Termination. Except as set forth in the prior sentence, in the event of a termination for cause, the Employee shall not be entitled to any salary, severance or other payments or any benefits of any kind beyond the Effective Date of Termination. Termination "for cause" as used herein, and as determined by the Board of Directors, shall include only the following Employee behavior: (1) any act committed by Employee which shall represent (x) a breach in any material respect of any of the terms hereof or (y) a material breach of fiduciary duty to the Employer and/or all of its stockholders under the laws of the State of Delaware; (2) willful failure to carry out reasonable assigned duties; (3) gross negligence, consisting of wanton and reckless acts or omissions in the performance of Employee's duties to the material detriment of Employer; (4) addiction to drugs or chronic alcoholism which impairs the Employee's ability to carry out his obligations under this Agreement; or (5) any conviction of the Employee of a felony which is subject to a jail sentence of at least three months; provided, that in the case of a termination for cause pursuant to clause (1), (2) or (3) of this paragraph (ii), the Employee shall be provided with not less than 30 days' written notice thereof from the Board of Directors or the Compensation Committee of the Board of Directors and an opportunity to cure such event to the reasonable satisfaction of the Board of Directors. (iii) If Employee voluntarily resigns then the following severance payments (less applicable deductions for social security, payroll and other applicable taxes) and related arrangements will be made: (a) normal employee medical and insurance benefits will be continued on an insured basis for the Employee and for the Family for a period of 12 months following the Effective Date of Termination, provided that medical benefits provided to the Employee and the Family pursuant -6- 7 to this subparagraph (a) may be reduced from time to time to the extent that medical benefits are provided through Medicare or through any other employer following the Effective Date of Termination; (b) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to a pro rata portion of the Employee's current monthly Base Salary at the time of termination (less applicable deductions) with respect to the month in which the Effective Date of Termination occurs based upon the number of days elapsed in such month prior to the Effective Date of Termination; and (c) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to a pro rata portion of the actual bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred (assuming the Employee had been employed by the Employer the entire year). Section 10. BREACH OR VIOLATION OF AGREEMENT. Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties agree that a breach or violation of this Agreement will result in immediate and irreparable injury and harm to the other party, who shall have the right of an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder. In addition, the prevailing party in any arbitration or litigation relating to the interpretation or enforcement of this Agreement shall be entitled to reimbursement of all reasonable costs and expenses (including without limitation fees and expenses of counsel) incurred in connection therewith. -7- 8 Section 11. NOTICES. Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and, if mailed, sent by registered or certified mail, postage prepaid, with a copy delivered by an overnight courier service of recognized standing, to the party named at the address set forth below, or at such other address as each party may hereafter designate in writing to the other party: Employer: RSA Security Inc. 36 Crosby Drive Bedford, MA 01730 Attn: Secretary cc: Hale and Dorr LLP 60 State Street Boston, MA 02109 Attn: Hal J. Leibowitz, Esq. Employee: Arthur W. Coviello, Jr. 16 South Merrimack Road Hollis, NH 03049 Any such notices shall be deemed to have been delivered when served personally, or 28 hours after being mailed in the manner specified above. Section 12. CHANGE IN CONTROL EVENT. (a) If a Change in Control (as such term is defined below) shall have occurred, Employee shall be entitled, at his election, to receive, if he chooses to leave Employer's management at any time during the first 18 months after the effective date of the Change in Control, (a) a lump sum payment in an amount equal to two times his then-current monthly Base Salary (less applicable deductions) provided for in Section 4 hereof for a 12-month period, and (b) a pro rata portion of any bonus otherwise payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such Change in Control shall have occurred, calculated at 100% of the Employee's target bonus amount, based on the number of days elapsed in such year prior to the Employee's last day of full time employment with the Employer. (b) In addition, all of the stock options granted to Employee which shall not have vested or which shall still remain exercisable as of the effective date of the -8- 9 Change in Control shall immediately thereupon automatically vest and be free from repurchase. However, notwithstanding any other provision of this Agreement, in the event that within two years after the Agreement Date, (i) a plan for a Change in Control is initiated, (ii) the Board of Directors desires that the transaction giving rise to such Change in Control be accounted for as a pooling of interests and (iii) this Section 12(b) is determined to prevent such transaction from being accounted for as a pooling of interests, then (x) this Section 12(b) shall be inapplicable to such transaction and (y) the provision set forth in the last sentence of Section 3 of the 1995 Agreement shall instead apply. (c) For purposes of this Agreement, a "Change in Control" shall be deemed to have taken place if: (i) there shall be consummated any consolidation or merger of Employer in which Employer is not the continuing or surviving corporation or pursuant to which shares of the Employer's capital stock are converted into cash, securities or other property, other than a consolidation or merger of Employer in which each holder of the Employer's capital stock immediately prior to the consolidation or merger has upon consummation of the consolidation or merger the same proportionate ownership of each class or series of capital stock of the surviving corporation as such holder had of each class or series of the Employer's capital stock immediately prior to the consolidation or merger, or any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Employer; or (ii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall after the Agreement Date become the beneficial owner (as defined in Rules 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of Employer representing more than 50% of the voting power of all then outstanding securities of Employer having the right under ordinary circumstances to vote in an election of the Board of Directors (for purposes of this clause (ii), any securities of Employer that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by such person). -9- 10 Section 13. EXERCISE OF STOCK OPTIONS. Upon a termination of the Employment Period "for cause," all stock options held by the Employee shall terminate automatically upon the Effective Date of Termination. Upon a termination of the Employment Period (i) other than "for cause," (ii) by reason of Employee's voluntary resignation or (iii) by death or disability, all stock options held by the Employee shall be exercisable in accordance with their terms. Section 14. LIMITATIONS ON PARACHUTE PAYMENTS. (a) In the event that the Employer undergoes a "Change in Ownership or Control" (as defined below), a portion of any "Contingent Compensation Payments" (as defined below) that the Employee would otherwise be entitled to receive shall be eliminated to the extent necessary to eliminate any "excess parachute payments" (as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) for the Employee. For purposes of this Section 14, the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Payments" and the aggregate amount (determined in accordance with Proposed Treasury Regulation Section 1.280G-1, Q/A-30 or successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Amount." Notwithstanding the foregoing, no such reduction in payments shall occur if the excess of (A) 110% of the Eliminated Amount (computed without regard to this sentence) over (B) the aggregate present value (determined in accordance with Proposed Treasury Regulation Section 1.280G-1, Q/A-31, and Q/A-32 or successor provisions) of the amount of any additional taxes that would be incurred by the Employee if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments, and any withholding taxes) is greater than zero. For purpose of the preceding sentence, any federal or state income tax that would be attributable to the receipt of the Eliminated Payments shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided by law; provided, however, that if the Employee so notifies the Employer within 90 days following the timely filing of all relevant tax returns for the Employee for the year or other taxable period in which the Eliminated Payments would have been made, the Eliminated Payments shall be recomputed based upon all of the Employee's actual tax circumstances. If, as a result of such recomputation, there are no Eliminated Payments, the Employee shall become entitled to receive Contingent Compensation -10- 11 Payments previously treated as Eliminated Payments within 10 days of the delivery of the aforementioned notice together with interest thereon computed at the prime rate announced from time to time by the Wall Street Journal compounded monthly from the date that such payments originally would have been made. (b) For purposes of this Section 14, the following terms shall have the meaning given them in this subsection (b): (i) "Change in Ownership or Control" shall mean a change in the ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer determined in accordance with Section 280G(b)(2) of the Code. (ii) "Contingent Compensation Payment" shall mean any payment (or benefit) in the nature of compensation that is made or supplied to a "disqualified individual" (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Employer. (c) The amount of any payments or other benefits otherwise due to the Employee following a Change in Ownership or Control that could reasonably be characterized as Contingent Compensation Payments (as determined by the Employer) shall not be made until 30 days after the date on which they would otherwise have been due (the "Extended Due Date"). Within 15 days of the date on which such payments or benefits would have originally been due, the Employer shall determine and notify the Employee (with reasonable detail regarding the basis for its conclusions) (i) whether some or all of such payments and benefits constitute Contingent Compensation Payments and (ii) the amount of any Eliminated Amount. On or prior to the Extended Due Date, the Employee shall notify the Employer either (A) that he agrees with the Employer's determination pursuant to the preceding sentence, in which case he shall indicate, if applicable, the Contingent Compensation Payments that will be treated as Eliminated Payments or (B) that he disagrees with such determination, in which case he shall indicate those payments that should be characterized as Contingent Compensation Payments, the amount of any Eliminated Amount and, if applicable, the Contingent Compensation Payments that will be treated as Eliminated Payments. The amount and characterization of any item in the notice from the Employee shall be final; provided, however, that in the event that the Employee fails to notify the Employer pursuant to the preceding sentence on or before the Extended Due Date, the Employer's initial -11- 12 determination shall be final and the Contingent Compensation Payments that will be treated as Eliminated Payments shall be determined by the Employer in its absolute discretion. In no event shall the Employer be liable to the Employee as a result of any factual or legal determination made by it pursuant to this subsection (c) or for any information supplied by it to the Employee or his advisors. (d) The provisions of this Section 14 are intended to apply to any and all payments or benefits available to the Employee under this Agreement. Section 15. LEGAL EXPENSES. The Employer shall reimburse the Employee for any reasonable legal expenses incurred by the Employee in connection with the preparation and negotiation of this Agreement and any amendments hereto. Section 16. ENTIRE AGREEMENT. (a) CHANGE, MODIFICATION, WAIVER. No change or modification of this Agreement shall be valid unless it is in writing and signed by each of the parties hereto. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. The failure of a party to insist upon strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of the right to insist upon strict compliance with such provision in the future. (b) INTEGRATION OF ALL AGREEMENTS. This Agreement, together with the Prior Agreements, constitutes the entire Agreement between the parties and is intended to be an integration of all agreements between the parties with respect to Employee's service with Employer. Subject to Section 12(b) hereof, any and all prior agreements, including without limitation the 1995 Agreement, between Employee and Employer with respect to the subject matter hereof (other than the Prior Agreements) are hereby revoked. (c) SEVERABILITY OF PROVISIONS. If for any reason any provision of this Agreement should be declared void or invalid, such declaration shall not affect the validity of the rest of this Agreement, which shall remain in force as if executed with the void or invalid provision eliminated. Each of the Prior Agreements shall survive any termination of this Agreement in accordance with its terms. -12- 13 Section 17. BINDING EFFECT. This Agreement shall be binding upon all parties hereto and their heirs, successors and assigns. This Agreement shall be binding upon any successor entity to Employer, including without limitation any successor by merger, consolidation or sale of assets, and shall be assignable by the Employer to any entity controlled by or under common control with the Employer. Section 18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts, without regard to conflicts of laws principles. Section 19. MISCELLANEOUS. (a) FORM. As employed in this Agreement, the singular form shall include, if appropriate, the plural. (b) HEADINGS. The headings employed in this Agreement are solely for the convenience and reference of the parties and are not intended to be descriptive of the entire contents of any paragraph and shall not limit or otherwise affect any of terms, provisions or construction thereof. (c) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -13- 14 IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. EMPLOYER: RSA SECURITY INC. /s/ JOSEPH B. LASSITER, III ----------------------------------- Joseph B. Lassiter, III Director and Chairman of the Compensation Committee of the Board of Directors EMPLOYEE: /s/ ARTHUR W. COVIELLO, JR. ---------------------------------- Arthur W. Coviello, Jr. -14- 15 Attachment "A" RSAS CONFIDENTIAL 2000 COMPENSATION PLAN

A. COVIELLO I. SALARY $318,000 II. BONUS** THRESHOLD PLAN STRETCH --------- ---- ------- TARGET REVENUE (in 000's) $261M $268M $280M ----- ----- A) REVENUE 60% $114,480 $143,100 $171,720 -------- -------- -------- TARGET EPS*** 0.85 0.89 >.90 ---- ---- ---- B) EARNINGS PER SHARE*** 40% $76,320 $95,400 $114,480 ------- ------- -------- TOTAL BONUS $190,800 $238,500 $286,200 % OF BASE SALARY 60.00% 75.00% 90.00%

* All bonus paid after year end audit ** Bonus paid linearly to the Plan - no bonus payment if threshold is not reached *** On an operating basis only - including interest income - excluding one time gains and losses and operations of RSA Capital. Payout as a % of Target Bonus THRESHOLD 80% PLAN 100% STRETCH GOAL 120% Stretch Goal is $280M in revenue and >90 cents EPS (including additional bonus) No additional bonus between Plan and Stretch Bonus will be prorated after 120% -15- EX-10.3 5 ex10-3.txt EX-10.3 2ND RESTATED EMPLOYMENT AGMT W/ C. STUCKEY 1 EXHIBIT 10.3 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of April, 2000 (the "Agreement Date"), by and between RSA Security Inc., a Delaware corporation ("Employer"), and Charles R. Stuckey, Jr. ("Employee"). WHEREAS, Employer and Employee are parties to an Amended and Restated Employment Agreement, dated as of November 1, 1997, as amended by Amendment No. 1 thereto, dated as of March 4, 1999 (as amended, the "1997 Agreement"); WHEREAS, Employer and Employee are desirous of Employee assuming the role of Chairman of the Employer's Board of Directors (the "Board of Directors") and President of RSA Capital Inc., a wholly owned subsidiary of Employer ("RSA Capital"); WHEREAS, Employer and Employee are desirous of amending and restating the 1997 Agreement to reflect Employee's roles as Chairman of the Board of Directors and President of RSA Capital for the period, and on the terms and conditions, set forth herein; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions herein contained, the parties hereby agree that the 1997 Agreement is amended and restated in its entirety to read as follows: Section 1. EMPLOYMENT. Employer hereby agrees to continue to employ Employee, and Employee accepts such continued employment, according to the terms and conditions set forth in this Agreement. Section 2. TERM. The initial term of this Agreement (the "Initial Term") shall be for a period commencing on April 1, 2000 and continuing through March 31, 2001. Thereafter, this Agreement shall be automatically renewed for additional 90 day periods (each, a "Renewal Term") on the same terms and conditions (except as may be otherwise mutually agreed to in writing by the parties) unless either party gives the other written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. Notwithstanding the foregoing, the Employment Period (as defined below) may be terminated at any time upon the occurrence of any one of the following events: (i) Employee's decision to resign pursuant to Section 9 of this Agreement, (ii) Employer's decision to terminate Employee, either "for cause" or other than "for cause" pursuant to Section 9, or (iii) the parties' agreement in writing to terminate the Agreement. The period of time between the commencement and termination of Employee's employment shall be referred to herein as the "Employment Period." Section 3. POSITION AND SERVICES. -1- 2 (a) Employee will occupy the position of Chairman of the Board of Directors of and be a member of the Board of Directors, subject to the terms of the Employer's Third Restated Certificate of Incorporation as amended from time to time. In addition, Employee will occupy the position of President of RSA Capital. Any subsequent substantial diminution in the position, office or duties of Employee (other than any such diminution resulting from either a Reduced Employment Status (as such term is defined in Section 10 hereof) or a Change in Control (as such term is defined in Section 13 hereof)) or material breach by the Employer of its obligations under this Agreement shall be deemed a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Employee will report directly to the Board of Directors and shall have such duties and responsibilities as are set forth in the Employer's Amended and Restated By-Laws, as amended from time to time, and, with respect to the Employee's position as President of RSA Capital, RSA Capital's By-laws, which duties and responsibilities shall include, but not be limited to: (i) performing such duties and possessing such powers as are assigned to him by the Board of Directors in Employee's position as Chairman of the Board of Directors; (ii) having general charge and supervision of the business of RSA Capital in Employee's position as President of RSA Capital; and (iii) such other duties and responsibilities as shall be defined by the Board of Directors. (b) Except as otherwise provided in Section 10, Employee will be expected to be in the full-time employment of Employer, to devote substantially all of his business time and attention, and exert his best efforts, to the performance of his duties hereunder, and to serve Employer diligently and to the best of his ability. Except as otherwise provided in Section 10, during the Employment Period, the Employee shall devote his full business time to the business and interests of the Employer; provided, that, except to the extent set forth in the Prior Agreements (as such term is defined in Section 8 hereof), nothing set forth herein shall prohibit the Employee from engaging in other activities to the extent that such activities do not impair the ability of the Employee to perform his duties and obligations under this Agreement. Section 4. COMPENSATION. The Employer shall pay to the Employee an initial base salary (the "Base Salary") at an annual rate of not less than $318,000, subject to deductions for social security, state payroll and unemployment and all other legally required or authorized deductions and withholding. Employee's salary shall be payable at the same time and basis as Employer pays its payroll in general. The Board of Directors shall review Employee's Base Salary during the Employment Period in January 2001 and thereafter on an annual basis in light of competitive compensation practices for the -2- 3 Employee's then current role and responsibilities. The base salary for 2001 shall be at an annual rate of not less than $318,000, provided that Employee continues to be in the full-time employment of Employer. The Employee shall have the right, by written notice to the Employer within thirty (30) days following any decrease in Employee's Base Salary at any time during the Employment Period, except in the event of a Reduced Employment Status, to treat such reduction as a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Section 5. INCENTIVE PAYMENTS. In addition to the Base Salary payable pursuant to Section 4 hereof, Employee shall be entitled to annual performance bonuses if Employee satisfies agreed-upon discrete goals/objectives to be contained in an annual incentive plan for the Employee to be established by the Board of Directors in consultation with Employee on an annual basis. The component of the annual performance bonus attributable to Employee's role as Chairman of the Board of Directors shall be based on agreed-upon discrete goals/objectives of Employer, which component shall represent 25% of Employee's annual performance bonus. The component of the annual performance bonus attributable to Employee's role as President of RSA Capital shall be based on agreed-upon discrete goals/objectives of RSA Capital, which component shall represent 75% of Employee's annual performance bonus. If agreed upon by both Employer and Employee, the form of bonus compensation attributable to Employee's role as President of RSA Capital may be modified to include interests in any fund(s) of RSA Capital. The Employee's incentive plan for 2000 is attached as EXHIBIT A hereto. Section 6. DEATH OR DISABILITY DURING EMPLOYMENT. If Employee is prevented from performing his duties hereunder by reason of illness or injury for a period of (i) four or more consecutive months or (ii) six months during any 12-month period as determined by a recognized physician chosen by Employer and acceptable to Employee (the applicable date when either of such disabling events shall occur being hereinafter referred to as the "Effective Date of Disability"), or if Employee dies during the Employment Period, Employer shall pay to the Employee, if the Employee is disabled, or to Employee's spouse, the Executors under Employee's Last Will and Testament duly admitted to probate within one year of his death or the Employee's heir at law, if the Employee dies, in addition to such amounts (if any) as may be payable pursuant to any short- or long-term disability or life insurance policies then in effect and maintained by the Employer with respect to the Employee ("Disability Policies"), the compensation which would otherwise be payable to the Employee under this Agreement through the end of the month in which the Employee's Effective Date of Disability or death occurs, or, in the case of disability (and assuming any Disability Policies are currently in effect) such later date as the Employee would, if eligible, be entitled to receive benefits under such Disability Policies. In addition, the Employer shall pay, at the time when such bonus would normally be paid, all bonus payments under Section 5 hereof which the Board of Directors, in good faith, believed that the Employee was entitled to in respect of the year in which the Effective Date of Disability or death occurred. Section 7. BENEFITS; EXPENSES. -3- 4 (a) The Employee shall be entitled to receive the same standard employment benefits as other executives of the Employer receive. The Employee shall be entitled to fully participate in all of the Employer's future employee benefit programs in accordance with their then-existing terms. The Employee shall be entitled to reimbursement for all approved reasonable travel and other business expenses incurred by the Employee in connection with his services to the Employer pursuant to the terms of this Agreement. All business expenses for which the Employee seeks reimbursement from the Employer shall be adequately documented by the Employee in accordance with the Employer's procedures covering expense reimbursement and in compliance with the regulations of the U.S. Internal Revenue Service. (b) The Employee shall be entitled to five weeks of vacation during each year of the Employment Period. The Employee may accrue and carry forward vacation time to future years; provided, however, that in no event may the Employee carry forward into any year in excess of five weeks of accrued paid vacation time. Section 8. CONFIDENTIALITY; NON-COMPETITION. The parties acknowledge that the Employee has previously entered into a Non-Competition Agreement and a Nondisclosure and Developments Agreement, each initially dated as of February 13, 1987 and amended and restated as of November 1, 1997 (together, as amended and restated, the "Prior Agreements"), in connection with the Employee's employment by the Employer. The Prior Agreements are each incorporated herein by this reference and made a part hereof as if set forth herein in their entirety. The parties hereby agree that the Non-Disclosure and Non-Competition Covenant, dated as of February 13, 1987, by and between the Employer and the Employee was terminated and of no further force and effect as of November 1, 1997. Section 9. TERMINATION. This Agreement does not grant the Employee any right or entitlement to be retained by the Employer, and shall not affect or prejudice the Employer's right to discharge the Employee in accordance herewith. The Employee may terminate this Agreement at any time during the Initial Term upon sixty (60) days' prior written notice to the Employer. The Employer may terminate this Agreement "for cause" (as defined below) at any time upon thirty (30) days' prior written notice to the Employee. Employee shall, during such 30-day period, be given an opportunity to defend the basis or facts giving rise to the notice. The Employer may terminate this Agreement other than "for cause" at any time during the Initial Term upon sixty (60) days' prior written notice to the Employee. Either party may terminate this Agreement at any time during the Renewal Term upon ninety (90) days' prior written notice to the other party. If Employee is terminated either "for cause" or for reasons other than "for cause," Employee shall be entitled to the following severance payments: (i) If termination occurs by the Employer other than "for cause," then the following severance payments (less applicable deductions for social security, payroll and other applicable taxes) and related arrangements will be made: -4- 5 (a) cash payments at the Employee's current monthly Base Salary at the time of termination (less applicable deductions) for a period of 24 months commencing with the month immediately succeeding the month during which the 30-day period after the giving of notice shall have ended (the "Effective Date of Termination"); provided, however, that if termination occurs by the Employer other than "for cause" after March 31, 2001, then cash payments at the Employee's current monthly Base Salary at the time of termination (less applicable deductions) shall be for a period of 12 months commencing with the month immediately succeeding the Effective Date of Termination; (b) in addition to (a) above, normal employee medical and insurance benefits will be continued on an insured basis for the Employee and for the Employee's spouse at the Effective Date of Termination ("Spouse") until the later to occur of (i) Employee's death or (ii) the Spouse's death, provided that medical benefits provided to the Employee and the Spouse pursuant to this subparagraph (b) may be reduced from time to time to the extent that medical benefits are provided through Medicare or through any other employer following the Effective Date of Termination; (c) to the extent that all or any stock options granted to Employee shall not have vested as of the Effective Date of Termination, then all such stock options shall automatically vest; (d) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to a pro rata portion of the Employee's current monthly Base Salary at the time of termination (less applicable deductions) with respect to the month in which the Effective Date of Termination occurs based upon the number of days elapsed in such month prior to the Effective Date of Termination; (e) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to the greater of (i) a pro rata portion of the bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred, calculated at 100% of the Employee's target bonus amount, and (ii) a pro rata portion of the actual bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred (assuming the Employee had been employed by the Employer the entire year); (f) the Employer shall reimburse the Employee for any reasonable legal expenses incurred by the Employee in connection with the termination of the Agreement (excluding any expenses incurred in contesting any such termination, but including without limitation any reasonable legal expenses -5- 6 incurred by the Employee in connection with the negotiation, execution and delivery of the Consulting Agreement referred to in (g) below); and (g) the Employer shall negotiate in good faith with the Employee regarding the retention of the Employee by the Employer as a consultant for the one-year period following the Effective Date of Termination pursuant to a Consulting Agreement to be entered into by the Employer and the Employee. (ii) If Employee is terminated by the Employer "for cause," the Employer shall (a) provide the Employee with normal employee medical and insurance benefits for a period of six months following the Effective Date of Termination, and (b) pay to the Employee an amount equal to a pro rata portion of any bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred based on the number of days elapsed in such year prior to the Effective Date of Termination. Except as set forth in the prior sentence, in the event of a termination for cause, the Employee shall not be entitled to any salary, severance or other payments or any benefits of any kind beyond the Effective Date of Termination. Termination "for cause" as used herein, and as determined by the Board of Directors, shall include only the following Employee behavior: (1) any act committed by Employee which shall represent (x) a breach in any material respect of any of the terms hereof or (y) a material breach of fiduciary duty to the Employer and/or all of its stockholders under the laws of the State of Delaware; (2) willful failure to carry out reasonable assigned duties; (3) gross negligence, consisting of wanton and reckless acts or omissions in the performance of Employee's duties to the material detriment of Employer; (4) addiction to drugs or chronic alcoholism which impairs the Employee's ability to carry out his obligations under this Agreement; or (5) any conviction of the Employee of a felony which is subject to a jail sentence of at least three months; provided, that in the case of a termination for cause pursuant to clause (1), (2) or (3) of this paragraph (ii), the Employee shall be provided with not less than 30 days' written notice thereof from the Board of Directors or the Compensation Committee of the Board of Directors and an opportunity to cure such event to the reasonable satisfaction of the Board of Directors. (iii) If Employee voluntarily resigns, then the following severance payments (less applicable deductions for social security, payroll and other applicable taxes) and the related arrangements will be made: (a) normal employee medical and insurance benefits will be continued on an insured basis for the Employee and for the Spouse until the latter to occur of (i) Employee's death or (ii) the Spouse's death, provided that medical benefits provided to the Employee and the Spouse pursuant to this subparagraph (a) may be reduced from time to time to the extent that medical benefits are provided through Medicare or through any other employer following the Effective Date of Termination; -6- 7 (b) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to a pro rata portion of the Employee's current monthly Base Salary at the time of termination (less applicable deductions) with respect to the month in which the Effective Date of Termination occurs based upon the number of days elapsed in such month prior to the Effective Date of Termination; and (c) the Employer shall pay to the Employee, in a single lump sum payment within 30 days following the Effective Date of Termination, an amount equal to a pro rata portion of the bonus payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such termination shall have occurred (assuming the Employee had been employed by the Employer the entire year), calculated at 100% of Employee's target bonus amount. Section 10. REDUCED EMPLOYMENT STATUS. At any time during the Initial Term upon sixty (60) days' prior written notice to Employer, or at any time during the Renewal Term upon forty-five (45) days' prior written notice to Employer, Employee, in his sole discretion, may elect to continue his employment with the Employer, except in a reduced employment status with, among other factors, reduced time commitment and compensation (the "Reduced Employment Status"), to continue until the later of (a) October 13, 2004 and (b) the first anniversary of the effective date of the Employee's notice pursuant to this Section 10. Under Reduced Employment Status, Employee shall be employed by the Employer in the positions of (i) Chairman Emeritus and, in that capacity, shall serve as a member of the Board of Directors and (ii) Executive Advisor and, in that capacity, shall be available at the Employer's request to advise management and perform such similar services as may be reasonably requested by the Employer, for a minimum of five hours per month, at the Employer's premises and under the Employer's supervision and control; provided, however, that if Employee is not reelected to serve as a member of the Board of Directors at any time during Employee's Reduced Employment Status, then Employee shall retain such title and provide such services as mutually agreed upon by Employer and Employee; it being further understood that Employee's employment during any period of Reduced Employment Status shall not, (i) without the Employee's consent, require more than 20 hours per month and (ii) without the Employer's consent, be less than five hours per month. For any required hours beyond this stated range, Employee's compensation shall be at a rate to be agreed upon by the Employee and Employer. While under Reduced Employment Status, Employee shall be paid a base salary of $75,000 per annum and shall continue to receive the medical and insurance benefits contemplated by Section 9(iii)(a). Upon electing Reduced Employment Status, Employee shall forfeit any right to continued vesting of any then unvested options granted to him on and after the Agreement Date; provided, however, that any then vested options shall continue to be exercisable as provided under their original terms. Section 11. BREACH OR VIOLATION OF AGREEMENT. -7- 8 Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties agree that a breach or violation of this Agreement will result in immediate and irreparable injury and harm to the other party, who shall have the right of an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder. In addition, the prevailing party in any arbitration or litigation relating to the interpretation or enforcement of this Agreement shall be entitled to reimbursement of all reasonable costs and expenses (including without limitation fees and expenses of counsel) incurred in connection therewith. Section 12. NOTICES. Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and, if mailed, sent by registered or certified mail, postage prepaid, with a copy delivered by an overnight courier service of recognized standing, to the party named at the address set forth below, or at such other address as each party may hereafter designate in writing to the other party: Employer: RSA Security Inc. 36 Crosby Drive Bedford, MA 01730 Attn: Secretary cc: Hale and Dorr LLP 60 State Street Boston, MA 02109 Attn: Hal J. Leibowitz, Esq. Employee: Charles R. Stuckey, Jr. 121 Woodbine Road Carlisle, MA 01741 Any such notices shall be deemed to have been delivered when served personally, or 28 hours after being mailed in the manner specified above. Section 13. CHANGE IN CONTROL EVENT. (a) If a Change in Control (as such term is defined below) shall have occurred, Employee shall be entitled, at his election, to receive, if he chooses to leave Employer's management at any time during the first 18 months after the effective date of the Change in Control, (a) a lump sum payment in an amount equal to two times his then-current monthly Base Salary (less applicable deductions) provided for in Section 4 hereof for a 12-month period, and (b) a pro rata portion of any bonus otherwise payable to the Employee pursuant to Section 5 of this Agreement with respect to the year in which such Change in Control shall have occurred, calculated -8- 9 at 100% of the Employee's target bonus amount, based on the number of days elapsed in such year prior to the Employee's last day of full-time employment with Employer. (b) In addition, all of the stock options granted to Employee which shall not have vested or which shall still remain exercisable as of the effective date of the Change in Control shall immediately thereupon automatically vest and be free from repurchase. However, notwithstanding any other provision of this Agreement, in the event that within two years after the Agreement Date, (i) a plan for a Change in Control is initiated, (ii) the Board of Directors desires that the transaction giving rise to such Change in Control be accounted for as a pooling of interests and (iii) this Section 13(b) is determined to prevent such transaction from being accounted for as a pooling of interests, then (x) this Section 13(b) shall be inapplicable to such transaction and (y) the provision set forth in the last sentence of the first paragraph of Section 12 of the 1997 Agreement shall instead apply. (c) For purposes of this Agreement, a "Change in Control" shall be deemed to have taken place if: (i) there shall be consummated any consolidation or merger of Employer in which Employer is not the continuing or surviving corporation or pursuant to which shares of the Employer's capital stock are converted into cash, securities or other property, other than a consolidation or merger of Employer in which each holder of the Employer's capital stock immediately prior to the consolidation or merger has upon consummation of the consolidation or merger the same proportionate ownership of each class or series of capital stock of the surviving corporation as such holder had of each class or series of the Employer's capital stock immediately prior to the consolidation or merger, or any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Employer; or (ii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall after the Agreement Date become the beneficial owner (as defined in Rules 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of Employer representing more than 50% of the voting power of all then outstanding securities of Employer having the right under ordinary circumstances to vote in an election of the Board of Directors (for purposes of this clause (ii), any securities of Employer that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by such person). Section 14. EXERCISE OF STOCK OPTIONS. -9- 10 (a) Subject to the provisions of Section 13 hereof, upon the termination of the Employment Period, Employee shall have the following periods during which to exercise all then vested stock options having a grant date on or before November 1, 1997: (i) if Employee voluntarily resigns, Employee shall have 60 days from the date of resignation during which to exercise such vested options; and (ii) if there is a termination other than "for cause" and other than due to the occurrence of any of the events referred to in Section 6 hereof, then Employee shall have six months from such date during which to exercise such vested options. (b) Subject to the provisions of Section 13 hereof, upon the termination of the Employment Period, Employee shall have the following periods during which to exercise all then vested stock options having a grant date after November 1, 1997: (i) if Employee voluntarily resigns, Employee shall have 12 months from the date of resignation during which to exercise such vested options; and (ii) if there is a termination other than "for cause" and other than due to the occurrence of any of the events referred to in Section 6 hereof, then Employee shall have twelve months from the date of such termination during which to exercise such vested options. (c) Upon a termination of the Employment Period "for cause," all stock options held by the Employee shall terminate automatically upon the Effective Date of Termination. (d) Upon a termination of the Employment Period as a result of any of the events referred to in Section 6 hereof, the period of exercise of all or any portion of the Employee's then vested stock options shall be 12 months from the Effective Date of Disability or death. Section 15. LIMITATIONS ON PARACHUTE PAYMENTS. (a) In the event that the Employer undergoes a "Change in Ownership or Control" (as defined below), a portion of any "Contingent Compensation Payments" (as defined below) that the Employee would otherwise be entitled to receive shall be eliminated to the extent necessary to eliminate any "excess parachute payments" (as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) for the Employee. For purposes of this Section 15, the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Payments" and the aggregate amount (determined in accordance with Proposed Treasury Regulation Section 1.280G-1, Q/A-30 or successor provision) of the Contingent Compensation -10- 11 Payments so eliminated shall be referred to as the "Eliminated Amount." Notwithstanding the foregoing, no such reduction in payments shall occur if the excess of (A) 110% of the Eliminated Amount (computed without regard to this sentence) over (B) the aggregate present value (determined in accordance with Proposed Treasury Regulation Section 1.280G-1, Q/A-31, and Q/A-32 or successor provisions) of the amount of any additional taxes that would be incurred by the Employee if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments, and any withholding taxes) is greater than zero. For purpose of the preceding sentence, any federal or state income tax that would be attributable to the receipt of the Eliminated Payments shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided by law; provided, however, that if the Employee so notifies the Employer within 90 days following the timely filing of all relevant tax returns for the Employee for the year or other taxable period in which the Eliminated Payments would have been made, the Eliminated Payments shall be recomputed based upon all of the Employee's actual tax circumstances. If, as a result of such recomputation, there are no Eliminated Payments, the Employee shall become entitled to receive Contingent Compensation Payments previously treated as Eliminated Payments within ten days of the delivery of the aforementioned notice together with interest thereon computed at the prime rate announced from time to time by the Wall Street Journal compounded monthly from the date that such payments originally would have been made. (b) For purposes of this Section 15, the following terms shall have the meaning given them in this subsection (b): (i) "Change in Ownership or Control" shall mean a change in the ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer determined in accordance with Section 280G(b)(2) of the Code. (ii) "Contingent Compensation Payment" shall mean any payment (or benefit) in the nature of compensation that is made or supplied to a "disqualified individual" (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Employer. (c) The amount of any payments or other benefits otherwise due to the Employee following a Change in Ownership or Control that could reasonably be characterized as Contingent Compensation Payments (as determined by the Employer) shall not be made until 30 days after the date on which they would otherwise have been due (the "Extended Due Date"). Within 15 days of the date on which such payments or benefits would have originally been due, the Employer shall determine and notify the -11- 12 Employee (with reasonable detail regarding the basis for its conclusions) (i) whether some or all of such payments and benefits constitute Contingent Compensation Payments and (ii) the amount of any Eliminated Amount. On or prior to the Extended Due Date, the Employee shall notify the Employer either (A) that he agrees with the Employer's determination pursuant to the preceding sentence, in which case he shall indicate, if applicable, the Contingent Compensation Payments that will be treated as Eliminated Payments or (B) that he disagrees with such determination, in which case he shall indicate those payments that should be characterized as Contingent Compensation Payments, the amount of any Eliminated Amount and, if applicable, the Contingent Compensation Payments that will be treated as Eliminated Payments. The amount and characterization of any item in the notice from the Employee shall be final; provided, however, that in the event that the Employee fails to notify the Employer pursuant to the preceding sentence on or before the Extended Due Date, the Employer's initial determination shall be final and the Contingent Compensation Payments that will be treated as Eliminated Payments shall be determined by the Employer in its absolute discretion. In no event shall the Employer be liable to the Employee as a result of any factual or legal determination made by it pursuant to this subsection (c) or for any information supplied by it to the Employee or his advisors. (d) The provisions of this Section 15 are intended to apply to any and all payments or benefits available to the Employee under this Agreement. Section 16. LEGAL EXPENSES. The Employer shall reimburse the Employee for any reasonable legal expenses incurred by the Employee in connection with the preparation and negotiation of this Agreement and any amendments hereto. Section 17. ENTIRE AGREEMENT. (a) CHANGE, MODIFICATION, WAIVER. No change or modification of this Agreement shall be valid unless it is in writing and signed by each of the parties hereto. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. The failure of a party to insist upon strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of the right to insist upon strict compliance with such provision in the future. (b) INTEGRATION OF ALL AGREEMENTS. This Agreement, together with the Prior Agreements, constitutes the entire Agreement between the parties and is intended to be an integration of all agreements between the parties with respect to Employee's service with Employer. Subject to Section 13(b) hereof, any and all prior agreements between Employee and Employer with respect to the subject matter hereof (other than the Prior Agreements) are hereby revoked. -12- 13 (c) SEVERABILITY OF PROVISIONS. If for any reason any provision of this Agreement should be declared void or invalid, such declaration shall not affect the validity of the rest of this Agreement, which shall remain in force as if executed with the void or invalid provision eliminated. Each of the Prior Agreements shall survive any termination of this Agreement in accordance with its terms. Section 18. BINDING EFFECT. This Agreement shall be binding upon all parties hereto and their heirs, successors and assigns. This Agreement shall be binding upon any successor entity to Employer, including without limitation any successor by merger, consolidation or sale of assets, and shall be assignable by the Employer to any entity controlled by or under common control with the Employer. Section 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts, without regard to conflicts of laws principles. Section 20. MISCELLANEOUS. (a) FORM. As employed in this Agreement, the singular form shall include, if appropriate, the plural. (b) HEADINGS. The headings employed in this Agreement are solely for the convenience and reference of the parties and are not intended to be descriptive of the entire contents of any paragraph and shall not limit or otherwise affect any of terms, provisions or construction thereof. (c) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] -13- 14 IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. EMPLOYER: RSA SECURITY INC. /s/ Joseph B. Lassiter, III ----------------------------------------- Joseph B. Lassiter, III Director and Chairman of the Compensation Committee of the Board of Directors EMPLOYEE: /s/ Charles R. Stuckey, Jr. ----------------------------------------- Charles R. Stuckey, Jr. -14- 15 Attachment "A" RSAS CONFIDENTIAL 2000 COMPENSATION PLAN

C. STUCKEY I. SALARY $318,000 II. BONUS** THRESHOLD PLAN STRETCH --------- ---- ------- TARGET REVENUE (in 000's) $261M $268M $280M ----- ----- A) REVENUE 60% $114,480 $143,100 $171,720 -------- -------- -------- TARGET EPS*** 0.85 0.89 >.90 ---- ---- ---- B) EARNINGS PER SHARE*** 40% $76,320 $95,400 $114,480 ------- ------- -------- TOTAL BONUS $190,800 $238,500 $286,200 % OF BASE SALARY 60.00% 75.00% 90.00%

* All bonus paid after year end audit ** Bonus paid linearly to the Plan - no bonus payment if threshold is not reached *** On an operating basis only - including interest income - excluding one time gains and losses and operations of RSA Capital. Payout as a % of Target Bonus THRESHOLD 80% PLAN 100% STRETCH GOAL 120% Stretch Goal is $280M in revenue and >90 cents EPS (including additional bonus) No additional bonus between Plan and Stretch Bonus will be prorated after 120% EX-10.4 6 ex10-4.txt EX-10.4 THIRD AMENDMENT TO LEASE 1 EXHIBIT 10.4 Crosby Corporate Center Bedford, Massachusetts (the "Park") THIRD AMENDMENT TO LEASE May 9, 2000 LANDLORD: EOP-Crosby Corporate Center, L.L.C., a Delaware limited liability company, successor in interest to BP-Crosby Corporate Center, L.L.C. TENANT: RSA Security Inc., formerly known as Security Dynamics Technologies, Inc. EXISTING PREMISES: The entirety of 20 Crosby Drive (Building No. 1), the entirety of 24 Crosby Drive (Building No. 3), and the entirety of 36 Crosby Drive (Building No. 9). ORIGINAL LEASE DATA LEASE EXECUTION DATE: March 11, 1996 TERMINATION DATE: June 30, 2009 PREVIOUS LEASE AMENDMENTS: First Amendment to Lease dated May 10, 1997 Second Amendment to Lease dated April 8, 1998 THIRD AMENDMENT ADDITIONAL PREMISES: An area on the second (2nd) floor of 34 Crosby Drive (Building No. 8) in the Park, containing 19,859 square feet of Total Rentable Area, substantially as shown on EXHIBIT A, THIRD AMENDMENT attached hereto and incorporated by reference herein. WHEREAS, Tenant desires to lease the Third Amendment Additional Premises; WHEREAS, Landlord is willing to lease the Third Amendment Additional Premises to Tenant on the terms and conditions hereinafter set forth; NOW THEREFORE, the parties hereby agree that the above-referenced lease, as previously amended (the "Lease"), is hereby further amended as follows: 1. DEMISE OF THE THIRD AMENDMENT ADDITIONAL PREMISES ------------------------------------------------- Landlord hereby demises and leases to Tenant, and Tenant hereby hires and takes from Landlord, the Third Amendment Additional Premises for a term commencing as of July 1, 2000 and terminating as of June 30, 2005. Said demise of the Third Amendment Additional Premises shall be upon the same terms and conditions of the Lease (including, without limitation, Tenant's obligation to pay for electricity consumed in the Third -1- 2 Amendment Additional Premises pursuant to Article 8.1(a) of the Lease as measured by a separate submeter to be installed by Landlord in the Third Amendment Additional Premises), except as follows: A. The Term Commencement Date with respect to the Third Amendment Additional Premises shall be July 1, 2000. B. The Termination Date in respect of the Third Amendment Additional Premises is June 30, 2005. C. Annual Base Rent with respect to the Third Amendment Additional Premises shall be $496,475.04 (i.e., a monthly payment of $41,372.92), or Twenty-Five Dollars ($25.00) per square foot of the Total Rentable Area of the Third Amendment Additional Premises per annum. D. The Rent Commencement Date in respect of the Third Amendment Additional Premises is the Term Commencement Date in respect of the Third Amendment Additional Premises. E. Base Year for Expenses with respect to the Third Amendment Additional Premises shall be calendar year 2000 (i.e., January 1, 2000 - December 31, 2000). F. Tenant's Operating Expense Percentage with respect to the Third Amendment Additional Premises is 26.0805%. G. Base Year for Taxes with respect to the Third Amendment Additional Premises shall be fiscal year 2001 (i.e., July 1, 2000 - June 30, 2001). H. Tenant's Tax Percentage with respect to the Third Amendment Additional Premises shall be 7.7114%. I. Tenant's obligation to pay Yearly Rent, Tax Excess and Operating Expense Excess in respect of the Third Amendment Additional Premises shall commence as of July 1, 2000. J. In the event that any of the provisions of the Lease are inconsistent with this Amendment or the state of facts contemplated hereby, the provisions of this Amendment shall control. 2. CONDITION OF THIRD AMENDMENT ADDITIONAL PREMISES ------------------------------------------------ Notwithstanding anything to the contrary herein or in the Lease contained, Tenant shall lease the Third Amendment Additional Premises "as-is", in the condition in which the Third Amendment Additional Premises are in as of the Term Commencement Date in respect of the Third Amendment Additional Premises, without any obligation on the part of Landlord to prepare or construct the Third Amendment Additional Premises for Tenant's occupancy and without any representation or warranty by Landlord as to the condition of the Third Amendment Additional Premises. 3. TENANT'S EARLY TERMINATION RIGHT -------------------------------- Tenant's early termination right, as set forth in Paragraph 1 of the Rider to the Lease, shall have no applicability to the Third Amendment Additional Premises (i.e., if Tenant exercises its early termination right under said Paragraph 1 with respect to the Existing Premises, the Lease shall remain in full force and effect with respect to the Third Amendment Additional Premises). -2- 3 4. TENANT'S EXTENSION OPTION IN RESPECT OF THIRD AMENDMENT ------------------------------------------------------- ADDITIONAL PREMISES ------------------- A. On the conditions, which conditions Landlord may waive, at its election, by written notice to Tenant at any time, that: (i) Tenant is not in default, beyond the expiration of any applicable grace periods, of its covenants and obligations under the Lease, and (ii) both as of the time of option exercise and as of the commencement of the hereinafter described additional term, RSA Security Inc., a Permitted Tenant Successor, and/or an Affiliate of Tenant are occupying the entirety of the Third Amendment Additional Premises, Tenant shall have the option to extend the term of this Lease in respect of the Third Amendment Additional Premises for one (1) five (5) year term (the "Extension Term") commencing as of July 1, 2005 and terminating as of June 30, 2010. Tenant may exercise such option to extend by giving Landlord written notice on or before September 30, 2004. Upon the timely giving of such notice, the term of the lease of the Third Amendment Additional Premises shall be deemed extended upon all of the terms and conditions of the Lease applicable to the Third Amendment Additional Premises, except that the Yearly Rent, Operating Cost Base and Tax Base shall be as hereinafter set forth. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the term of the Lease in respect of the Third Amendment Additional Premises, time being of the essence. B. YEARLY RENT The Yearly Rent during the additional term shall be based upon the greater of the following: (i) the Fair Market Rental Value, as defined in Paragraph 3 of the Rider to the Lease, as of the commencement of the additional term, of the Third Amendment Additional Premises, or (ii) the sum of Yearly Rent, Operating Expense Excess and Tax Excess payable by Tenant in respect of the Third Amendment Additional Premises during the twelve-(12) month period immediately preceding the commencement of the additional term. C. NO FURTHER EXTENSION OPTIONS. Tenant shall have no further option to extend the term of the Lease in respect of the Third Amendment Additional Premises other than the one (1) five (5) year term herein provided. D. Notwithstanding the fact that upon Tenant's exercise of the herein option to extend the term of the Lease in respect of the Third Amendment Additional Premises such extension shall be self-executing, as aforesaid, the parties shall promptly execute a lease amendment reflecting such additional term after Tenant exercises the herein option, except that the Yearly Rent payable in respect of such additional term, the Operating Cost Base during such additional term, and the Tax Base during such additional term, may not be set forth in said amendment. Subsequently, after such Yearly Rent, Operating Cost Base, and Tax Base are determined, the parties shall execute a written agreement confirming the same. E. Paragraph 2 of the Rider to the Lease as amended by Paragraph 8 of the First Amendment to the Lease and Paragraph 7 of the Second Amendment to the Lease shall have no applicability to the Third Amendment Additional Premises. 5. TENANT'S SECURITY/LETTER OF CREDIT ---------------------------------- Tenant shall not be required to provide any additional security to Landlord in connection with its demise of the Third Amendment Additional Premises. 6. LANDLORD'S TERMINATION RIGHTS BASED UPON VACANCY ------------------------------------------------ Landlord's termination right under Article 5.4 of the Lease (as amended by Paragraph 10 of the First Amendment and by Paragraph 12 of the Second Amendment) shall apply to the Existing Premises independently of the Third Amendment Additional Premises. In addition, the Vacancy Period, as defined in Article 5.4, applicable with -3- 4 respect to each of the Buildings shall be three hundred sixty-five (365) consecutive days. In other words: A. If Tenant ceases to use all, or substantially all, of Building 1 for three hundred and sixty-five (365) consecutive days, or all or substantially all of Building 3 for three hundred sixty-five (365) days, or all or substantially all of Building 9 for three hundred sixty-five (365) days, but Tenant continues to use the Third Amendment Additional Premises, then Landlord shall have the right to terminate the term of the Lease with respect to Building 1, Building 3, or Building 9, as the case may be, in accordance with Article 5.4 of the Lease, Paragraph 10 of the First Amendment, or Paragraph 12 of the Second Amendment, but Landlord shall not have the right to terminate the term of the Lease with respect to the Third Amendment Additional Premises. B. If Tenant ceases to use all, or substantially all, of the Third Amendment Additional Premises for the three hundred sixty-five (365) consecutive days, but Tenant continues to use the Existing Premises, then Landlord shall have the right to terminate the term of the Lease with respect to the Third Amendment Additional Premises, but Landlord shall not have the right to terminate the term of the Lease with respect to the Existing Premises. 7. TERMINATION RIGHTS BASED UPON CASUALTY AND TAKING ------------------------------------------------- In the event of a casualty or a taking which affects only one of the Buildings which would allow either party to exercise its rights, under either Article 18 or 20 of the Lease, to terminate the Lease, then, notwithstanding anything to the contrary herein contained, neither party shall have the right to terminate the term of the Lease with respect to the Premise(s) which is (are) not affected by such casualty or taking. 8. INAPPLICABLE LEASE PROVISIONS ----------------------------- The following provisions shall have no applicability to nor any force or effect in respect of the Third Amendment Additional Premises: Articles 4, 17.4(d), 17.4(e), 21.4(b), the last sentence of Article 26(a), and Exhibits 4, 4-A, and 12 of the Lease; Paragraphs 1, 2, 3, 4, 5, 6, 9 and 13 of the First Amendment; and Paragraphs 1, 2, 3, 4, 5, 9, 10, 11, 14, 15, 18, 20, 21 and 22 of the Second Amendment 9. BROKER ------ (a) Tenant represents and warrants that it has not directly or indirectly dealt, with respect to the leasing of the Third Amendment Additional Premises with any broker. Tenant agrees to defend, exonerate and save harmless and indemnify Landlord and anyone claiming by, through or under Landlord against any claims for a commission arising in breach of the representation and warranty set forth in the immediately preceding sentence. (b) Landlord represents and warrants that, in connection with the execution and delivery of this Third Amendment to Lease, it has not directly or indirectly dealt with any broker. Landlord agrees to defend, exonerate, save harmless, and indemnify Tenant and anyone claiming by, through, or under Tenant against any claims arising in breach of the representation and warranty set forth in the immediately preceding sentence. 10. PARKING ------- Tenant shall have, as appurtenant to the Third Amendment Additional Premises, rights to use in common, with others entitled thereto, subject to reasonable rules governing use of the Park from time to time made by Landlord of which Tenant is given prior written notice and with due regard for the rights of others to use the same, such -4- 5 portions of the parking areas of the Park, as may be designated by Landlord for common parking, for the purpose of parking of motor vehicles by Tenant and Tenant's employees and invitees, such parking to be provided to Tenant at a ratio of not in excess of 3.5 parking spaces per 1,000 square feet of the Total Rentable Area of the Third Amendment Additional Premises. 11. RIGHT OF FIRST OFFER -------------------- The parties hereby acknowledge and agree that Building No. 8 constitutes "Other Property" for the purposes of Tenant's Right of First Offer, as set forth in Paragraph 5 of the Rider to the Lease. 12. CONDITION OF LANDLORD'S EXECUTION --------------------------------- The parties acknowledge that Landlord is only willing to execute this Third Amendment in the event that the tenant currently occupying the Third Amendment Additional Premises ("Current Tenant") agrees to terminate its lease of such premises. Therefore, Landlord shall have the right, exercisable upon written notice to Tenant, to render this Amendment void and without force or effect, unless both of the following events occur: a. Tenant executes and delivers to Landlord this Amendment; and b. Current Tenant executes and delivers to Landlord an agreement, in form and substance acceptable to Landlord, whereby Current Tenant agrees to terminate its lease of the Third Amendment Additional Premises. 10. As herein amended, the Lease is ratified, confirmed and approved in all aspects. -5- 6 EXECUTED under seal as of the date first above-written. LANDLORD: TENANT: EOP-CROSBY CORPORATE CENTER, L.L.C., RSA SECURITY INC., a Delaware limited liability company a Delaware corporation By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member By: Equity Office Properties Trust, a Maryland real estate investment trust, its managing general partner By: /s/ Thomas Q. Bakke By: /s/ John F. Kennedy ------------------------- ------------------------ Name: Thomas Q. Bakke (Name) John F. Kennedy Title: Vice President (Title) CFO Hereunto Duly Authorized Date Signed: May 9, 2000 Date Signed: ______________ -6- 7 EXHIBIT A, THIRD AMENDMENT This Exhibit is attached to and made a part of the Second Amendment dated as of May 9, 2000, by and between EOP-CROSBY CORPORATE CENTER, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and RSA SECURITY, INC. ("Tenant") for space in the Building located at Building No. 8, Crosby Corporate Center, Bedford, Massachusetts. [DIAGRAM OF PREMISES] -7- EX-27.1 7 ex27-1.txt EX-27.1 FINANCIAL DATA SCHEDULE

<ARTICLE> 5 <MULTIPLIER> 1,000 <CURRENCY> U.S. DOLLARS <PERIOD-TYPE> 6-MOS <FISCAL-YEAR-END> DEC-31-2000 <PERIOD-START> JAN-01-2000 <PERIOD-END> JUN-30-2000 <EXCHANGE-RATE> 1 <CASH> 148,360 <SECURITIES> 960,068 <RECEIVABLES> 51,654 <ALLOWANCES> 1,115 <INVENTORY> 6,114 <CURRENT-ASSETS> 1,185,495 <PP&E> 83,796 <DEPRECIATION> 27,726 <TOTAL-ASSETS> 1,272,610 <CURRENT-LIABILITIES> 685,986 <BONDS> 0 <PREFERRED-MANDATORY> 0 <PREFERRED> 0 <COMMON> 414 <OTHER-SE> 586,210 <TOTAL-LIABILITY-AND-EQUITY> 1,272,610 <SALES> 130,040 <TOTAL-REVENUES> 130,040 <CGS> 26,148 <TOTAL-COSTS> 84,112 <OTHER-EXPENSES> (2,079) <LOSS-PROVISION> 0 <INTEREST-EXPENSE> 0 <INCOME-PRETAX> 100,185 <INCOME-TAX> 38,353 <INCOME-CONTINUING> 0 <DISCONTINUED> 0 <EXTRAORDINARY> 0 <CHANGES> 0 <NET-INCOME> 61,832 <EPS-BASIC> 1.57 <EPS-DILUTED> 1.42 <F1>OTHER EXPENSES REFERS TO THE REVERSAL OF $2,079 FROM ACCRUED EXPENSES, ORIGINALLY ACCRUED IN CONJUNCTION WITH CERTAIN RESTRUCTURING COSTS DURING 1999.

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EX-3.1

   1

                                                                     EXHIBIT 3.1

                                 THIRD RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                      SECURITY DYNAMICS TECHNOLOGIES, INC.

         Security Dynamics Technologies, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

         1. The Corporation filed its original Certificate of Incorporation with
the Secretary of State of Delaware on May 23, 1986. A Second Restated
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on September 7, 1988, which Second Restated Certificate of
Incorporation was amended by a Certificate of Amendment of Second Restated
Certificate of Incorporation filed on April 27, 1990, a Second Certificate of
Amendment of Second Restated Certificate of Incorporation filed on September
21,1990, a Third Certificate of Amendment of Second Restated Certificate of
Incorporation filed on March 19, 1991, a Fourth Certificate of Amendment of
Second Restated Certificate of Incorporation filed on July 13, 1993, a Fifth
Certificate of Amendment of Second Restated Certificate of Incorporation filed
on October 28, 1993, a Sixth Certificate of Amendment of Second Restated
Certificate of Incorporation filed on October 24, 1994, and a Certificate of
Retirement of Stock filed on even date herewith.

         2. At a meeting of the Board of Directors of the Corporation, a
resolution was duly adopted, pursuant to Sections 141(f) and 245 of the General
Corporation Law of the State of Delaware, setting forth a Third Restated
Certificate of Incorporation of the Corporation and declaring said Third
Restated Certificate of Incorporation advisable. The stockholders of the
Corporation duly approved said proposed Third Restated Certificate of
Incorporation by written consent in accordance with Sections 228, 242 and 245 of
the General Corporation Law of the State of Delaware, and written notice of such
consent has been given to all stockholders who have not consented in writing to
said restatement. The resolution setting forth the Third Restated Certificate of
Incorporation is as follows:

   2


RESOLVED:  That the Second Restated Certificate of Incorporation of the
           Corporation, as amended, be and hereby is amended and restated in
           its entirety so that the same shall read as follows:

         FIRST. The name of the Corporation is:

                  Security Dynamics Technologies, Inc.

         SECOND. The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD. The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

                  To engage in any lawful act or activity for which corporations
         may be organized under the General Corporation Law of Delaware.

         FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Thirty Million (30,000,000) shares
of Common Stock, $.10 par value per share ("Common Stock").

         The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of the Common Stock.

         1.       VOTING. The holders of the Common Stock are entitled to one
vote for each share held at all meetings of stockholders. There shall be no
cumulative voting.

         The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

         2.       DIVIDENDS. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the
Board of Directors.

         3.       LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders.

         FIFTH. The Corporation shall have a perpetual existence.

         SIXTH. In furtherance of and not in limitation of powers conferred by
statute, it is further provided that the Board of Directors is expressly
authorized to adopt, amend or repeal the By-Laws of the Corporation.

         SEVENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware

                                       2
   3

Code or on the application of trustees in dissolution or of any receiver
or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any promise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.

         EIGHTH. Except to the extent that the General Corporation Law of the
State of Delaware prohibits the elimination or limitation of liability of
directors for breaches of fiduciary duty, no director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of
law imposing such liability. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

         NINTH. 1. ACTION, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT
OF THE CORPORATION. The Corporation shall indemnify each person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being
referred to hereinafter as an "Indemnitee"), or by reason of any action alleged
to have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) judgment, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. Notwithstanding
anything to the contrary in this Article, except as set forth in Section 6
below, the Corporation shall not indemnify an Indemnitee seeking indemnification
in connection with a proceeding (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation.

         2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and amounts paid in

                                       3
   4


settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Delaware shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including attorneys' fees)
which the Court of Chancery of Delaware shall deem proper.

         3. INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY. Notwithstanding
the other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an
adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of
guilty or NOLO CONTENDERE by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.

         4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 4. The Indemnitee shall have the
right to employ his own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Article. The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.

         5. ADVANCE OF EXPENSES. Subject to the provisions of Section 6 below,
in the event that the Corporation does not assume the defense pursuant to
Section 4 of this Article of any action, suit, proceeding or investigation of
which the Corporation receives notice under this Article, any expenses
(including attorneys' fees) incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom shall
be paid by the Corporation in advance of the

                                       4
   5

final disposition of such matter; PROVIDED, HOWEVER, that the payment of
such expense incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the Corporation as authorized in this Article. Such undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment.

         6. PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the
Corporation determines, by clear and convincing evidence, within such 60-day
period that the Indemnitee did not meet the applicable standard of conduct set
forth in Section 1 or 2, as the case may be. Such determination shall be made in
each instance by (a) a majority vote of the directors of the Corporation
consisting of persons who are not at that time parties to the action, suit or
proceeding in question ("disinterested directors"), even though less than
quorum, (b) a majority vote of a quorum of the outstanding shares of stock of
all classes entitled to vote for directors, voting as a single class, which
quorum shall consist of stockholders who are not at that time parties to the
action, suit or proceeding in question, (c) independent legal counsel (who may
be regular legal counsel to the Corporation), or (d) a court of competent
jurisdiction.

         7. REMEDIES. The right to indemnification or advances as granted by
this Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advanced of expenses under this
Article shall be on the Corporation. Neither the failure of the Corporation to
have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct, nor an actual determination by the
Corporation pursuant to Section 6 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the Corporation.

         8. SUBSEQUENT AMENDMENT. No amendment, termination or repeal of this
Article or of the relevant provisions of the General Corporation Law of Delaware
or any other applicable laws shall affect or diminish in any way the rights of
any Indemnitee to indemnification under the provisions hereof with respect to
any action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.

         9. OTHER RIGHTS. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding office for the
Corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee. Nothing contained in this
Article shall be deemed to

                                       5
   6

prohibit, and the Corporation is specifically authorized to enter into,
agreements with officers and directors providing indemnification rights and
procedures different from those set forth in this Article. In addition, the
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.

         10. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal,
therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

         11. INSURANCE. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation law of Delaware.

         12. MERGER OR CONSOLIDATION. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.

         13. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees) judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

         14. DEFINITIONS. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).

         15. SUBSEQUENT LEGISLATION. If the General Corporation Law of Delaware
is amended after adoption of this Article to expand further the indemnification
permitted to Indemnitees, then the Corporation shall indemnify such persons to
the fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

         TENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Third Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and this
Third Restated Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                       6
   7

         ELEVENTH. This Article is inserted for the management of the business
and for the conduct of the affairs of the Corporation.

         1. NUMBER OF DIRECTORS. The number of directors of the Corporation
shall not be less than three. The exact number of directors within the
limitations specified in the preceding sentence shall be fixed from time to time
by, or in the manner provided in, the Corporation's By-Laws.

         2. CLASSES OF DIRECTORS. The Board of Directors shall be and is divided
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class. If a fraction is contained in
the quotient arrived at by dividing the designated number of directors by three,
then, if such fraction is one-third, the extra director shall be a member of
Class I, and if such fraction is two-thirds, one of the extra directors shall be
a member of Class I and one of the extra directors shall be a member of Class
II, unless otherwise provided from time to time by resolution adopted by the
Board of Directors.

         3. ELECTION OF DIRECTORS. Elections of directors need not be by written
ballot except as and to the extent provided in the By-Laws of the Corporation.

         4. TERMS OF OFFICE. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; PROVIDED, that each initial director in Class I shall
serve for a term ending on the date of the annual meeting in 1995; each initial
director in Class II shall serve for a term ending on the date of the annual
meeting in 1996; and each initial director in Class III shall serve for a term
ending on the date of the annual meeting in 1997; and PROVIDED FURTHER, that the
term of each director shall be subject to the election and qualification of his
successor and to his earlier death, resignation or removal

         5. ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES OR
DECREASES IN THE NUMBER OF DIRECTORS. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as a director of the class of which he is a member
and (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with the
foregoing rule, any newly created directorships shall be added to those classes
whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

         6. QUORUM; ACTION AT MEETING. A majority of the directors at any time
in office shall constitute a quorum for the transaction of business. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each director so
disqualified, provided that in no case shall less than one-third of the number
of directors fixed pursuant to Section 1 above constitute a quorum. If at any
meeting of the Board of Directors there shall be less than such a quorum, a
majority of those present may adjourn the meeting from time to time. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Directors unless a greater number is required by law, by the By-Laws of the
Corporation or by this Third Restated Certificate of Incorporation.

                                       7
   8

         7. REMOVAL. Directors of the Corporation may be removed only for cause
by the affirmative vote of the holders of at least two-thirds of the shares of
the capital stock of the Corporation issued and outstanding and entitled to
vote.

         8. VACANCIES. Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the board, shall be filled
only by a vote of a majority of the directors then in office, although less than
a quorum, or by a sole remaining director. A director elected to fill a vacancy
shall be elected to hold office until the next election of the class for which
such director shall have been chosen, subject to the election and qualification
of his successor and to his earlier death, resignation or removal.

         9. STOCKHOLDER NOMINATIONS AND INTRODUCTION OF BUSINESS, ETC. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the By-Laws of the Corporation.

         10. AMENDMENTS TO ARTICLE. Notwithstanding any other provisions of law,
this Third Restated Certificate of Incorporation or the By-Laws of the
Corporation, each as amended, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
ELEVENTH.

         TWELFTH. Stockholders of the Corporation may not take any action by
written consent in lieu of a meeting. Notwithstanding any other provisions of
law, the Third Restated Certificate of Incorporation or the By-Laws of the
Corporation, each as amended, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
TWELFTH.

         THIRTEENTH. Special meetings of stockholders may be called at any time
by only the Chairman of the Board of Directors, the Chief Executive Officer (or
if there is no Chief Executive Officer, the President) or the Board of
Directors. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting. Notwithstanding any other provision of law, this Third Restated
Certificate of Incorporation or the By-Laws of the Corporation, each as amended,
and notwithstanding the fact that a lesser percentage may be specified by law,
the affirmative vote of the holders of at least seventy-five percent (75%) of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article THIRTEENTH.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Third Restated Certificate of Incorporation to be signed
by its President this 21st day of December, 1994.


                                        SECURITY DYNAMICS TECHNOLOGIES, INC.

                                        By: /s/ Charles R. Stuckey, Jr.
                                            ------------------------------------
                                            President

                                       8
   9



                            CERTIFICATE OF AMENDMENT
                                       OF
                   THIRD RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      SECURITY DYNAMICS TECHNOLOGIES, INC.

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Security Dynamics Technologies, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         FIRST: That the Board of Directors of the Corporation, at a meeting of
the Board of Directors held on April 24, 1996, duly adopted resolutions
proposing and declaring advisable the following amendment to the Third Restated
Certificate of Incorporation of the Corporation:

RESOLVED:         That the Third Restated Certificate of Incorporation of the
                  Corporation be amended by deleting the first paragraph of
                  Article FOURTH in its entirety and inserting the following
                  in lieu thereof:

                           "FOURTH. The total number of shares of all classes of
                  stock which the Corporation shall have authority to issue is
                  Eighty Million (80,000,000) shares of Common Stock, $.01 par
                  value per share ("Common Stock")."

         SECOND: That the stockholders of the Corporation, at a Special Meeting
of Stockholders held on July 26, 1996, duly approved said proposed Certificate
of Amendment of Third Restated Certificate of Incorporation in accordance with
Section 242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President this 31st day of July, 1996.


                                          SECURITY DYNAMICS TECHNOLOGIES, INC.

                                          By: /s/ Charles R. Stuckey, Jr.
                                             -----------------------------------
                                              President



   10



                            CERTIFICATE OF AMENDMENT
                                       OF
                   THIRD RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      SECURITY DYNAMICS TECHNOLOGIES, INC.

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Security Dynamics Technologies, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         FIRST: That the Board of Directors of the Corporation, by written
action in lieu of a meeting dated March 12, 1999 pursuant to Sections 141(f) and
242 of the General Corporation Law of the State of Delaware, duly adopted
resolutions proposing and declaring advisable the following amendment to the
Third Restated Certificate of Incorporation, as amended, of the Corporation:

RESOLVED:         That the Third Restated Certificate of Incorporation, as
                  amended, of the Corporation be amended by deleting the
                  first paragraph of Article FOURTH in its entirety and
                  inserting the following in lieu thereof:

                           "FOURTH. The total number of shares of all classes of
                  stock which the Corporation shall have authority to issue is
                  One Hundred Fifty Million (150,000,000) shares of Common
                  Stock, $.01 par value per share ("Common Stock")."

         SECOND: That the stockholders of the Corporation, at the Annual Meeting
of Stockholders held on May 5, 1999, duly approved said proposed Certificate of
Amendment of Third Restated Certificate of Incorporation in accordance with
Section 242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Senior Vice President and Chief Financial Officer
this 5th day of May, 1999.

                                       SECURITY DYNAMICS TECHNOLOGIES, INC.

                                       By: /s/ Marian G. O'Leary
                                           -------------------------------------
                                           Marian G. O'Leary
                                           Senior Vice President and
                                           Chief Financial Officer



   11



                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                             RSA DATA SECURITY, INC.
                                      INTO
                      SECURITY DYNAMICS TECHNOLOGIES, INC.

         Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, Security Dynamics Technologies, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

         SECOND: That the Corporation owns all of the outstanding shares of the
capital stock of RSA Data Security, Inc., a Delaware corporation ("RSA").

         THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted at a meeting held on July 14, 1999, determined to
merge RSA into the Corporation and change the Corporation's corporate name to
"RSA Security Inc." on the conditions set forth in such resolutions:

         RESOLVED: That the Corporation merge into itself its wholly owned
subsidiary, RSA Data Security, Inc. ("RSA"), and assume all of said subsidiary's
liabilities and obligations; and that upon the effectiveness of such merger, the
Corporation's corporate name be changed to "RSA Security Inc."

         RESOLVED: That each of the Chairman of the Board and Chief Executive
Officer and the President of the Corporation be and hereby is authorized and
directed to prepare, execute and file with the Secretary of State of the State
of Delaware a Certificate of Ownership and Merger setting forth a copy of the
resolutions to merge RSA into the Corporation and to assume the liabilities and
obligations of said subsidiary and to change the Corporation's corporate name to
"RSA Security Inc." upon the effectiveness of such merger, the execution and
filing thereof to be conclusive evidence of such approval and the authorization
therefor by the Board of Directors of the Corporation.


   12


         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed and this Certificate of Ownership and Merger to be signed by its
Chairman of the Board and Chief Executive Officer this 10th day of September,
1999.

                                          SECURITY DYNAMICS TECHNOLOGIES, INC.

                                          By: /s/ Charles R. Stuckey, Jr.
                                              ----------------------------------
                                              Chairman of the Board and
                                              Chief Executive Officer

                                       2

   13



                            CERTIFICATE OF AMENDMENT
                                       OF
                   THIRD RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                RSA SECURITY INC.


         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, RSA Security Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies:

         FIRST: That the Board of Directors of the Corporation, at a meeting of
the Board of Directors held on May 17, 2000, duly adopted resolutions proposing
and declaring advisable the following amendment to the Third Restated
Certificate of Incorporation, as amended, of the Corporation:

RESOLVED:         That the Third Restated Certificate of Incorporation, as
                  amended, of the Corporation be amended by deleting the first
                  paragraph of Article FOURTH in its entirety and inserting the
                  following in lieu thereof:

                           "FOURTH. The total number of shares of all
                  classes of stock that the Corporation shall have
                  authority to issue is Three Hundred Million
                  (300,000,000) shares of Common Stock, $.01 par value
                  per share ("Common Stock")."

         SECOND: That the stockholders of the Corporation, at the Special
Meeting of Stockholders held on July 5, 2000, duly approved said proposed
Certificate of Amendment of Third Restated Certificate of Incorporation in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President this 5th day of July, 2000.


                                       RSA SECURITY INC.



                                       By: /s/ Arthur W. Coviello, Jr.
                                           -------------------------------------
                                           Arthur W. Coviello, Jr.
                                           President and Chief Executive Officer

EX-10.1

   1

                                                                    EXHIBIT 10.1

                                RSA SECURITY INC.

                              AMENDED AND RESTATED
                 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN


1.       RESTATEMENT, PURPOSE

         (a) RESTATEMENT. This Amended and Restated 1998 Non-Officer Employee
Stock Incentive Plan (the "Plan") of RSA Security Inc., a Delaware corporation
(the "Company"), amends and restates the 1998 Non-Officer Employee Stock
Incentive Plan of the Company initially approved by the Company's Board of
Directors on December 9, 1998 and subsequently amended.

         (b) PURPOSE. The purpose of the Plan is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future subsidiary corporations as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code").

2.       ELIGIBILITY

         All of the Company's employees (and any individuals who have accepted
an offer for employment), consultants and advisors, other than those who are
also officers (within the meaning of Section 16 of the Securities Exchange Act,
as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder) or directors of the Company, are eligible to be granted options,
restricted stock awards, or other stock-based awards (each, an "Award") under
the Plan. Each person who has been granted an Award under the Plan shall be
deemed a "Participant."

3.       ADMINISTRATION, DELEGATION

         (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

   2


         (b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

         (c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4.       STOCK AVAILABLE FOR AWARDS

         Subject to adjustment under Section 8, Awards may be made under the
Plan for up to 4,760,959 shares of common stock, $.01 par value per share, of
the Company (the "Common Stock"). If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in
whole or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.

5.       NONSTATUTORY STOCK OPTIONS

         (a) GENERAL. The Board may grant nonstatutory stock options to purchase
Common Stock (each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. No Option granted under the Plan shall be
intended to be an "incentive stock option" as defined in Section 422 of the
Code.

         (b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

         (c) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided that Options may not be granted for a term
in excess of ten years.

         (d) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(e) for the number of
shares for which the Option is exercised.

                                       2
   3

         (e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

                  (1) in cash or by check, payable to the order of the Company;

                  (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

                  (3) to the extent permitted by the Board, in its sole
discretion, by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), provided (i) such method of
payment is then permitted under applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such delivery;

                  (4) to the extent permitted by the Board, in its sole
discretion, by (i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or

                  (5) by any combination of the above-permitted forms of
payment.

         (f) DEFERRAL. Any Participant who is a participant in a deferred
compensation plan established by the Company may elect with the permission of
the Board and in accordance with rules established by the Board to defer the
receipt of any shares of Common Stock issuable upon the exercise of an Option
provided that such election is irrevocable and made at least that number of days
prior to the exercise of the Option which shall be determined by the Board. The
Participant's account under such deferred compensation plan shall be credited
with a number of stock units equal to the number of shares so deferred.

6.       RESTRICTED STOCK

         (a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

         (b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board,

                                       3
   4

deposited by the Participant, together with a stock power endorsed in blank,
with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant's estate.

7.       OTHER STOCK-BASED AWARDS

         The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8.       ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

         (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, (iii) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

         (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then-unexercised Options will (i) become
exercisable in full as of a specified time at least ten business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c)      ACQUISITION EVENTS

                  (1) DEFINITION. An "Acquisition Event" shall mean: (a) any
merger or consolidation of the Company with or into another entity as a result
of which the Common Stock is converted into or exchanged for the right to
receive cash, securities or other property or (b) any exchange of shares of the
Company for cash, securities or other property pursuant to a statutory share
exchange transaction.

                                       4
   5

                  (2) CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS. Upon the
occurrence of an Acquisition Event, or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board may take any one or
more of the following actions:

                  (i)      provide that outstanding Options shall be assumed, or
                           equivalent options shall be substituted, by the
                           acquiring or succeeding corporation (or an affiliate
                           thereof);

                  (ii)     upon written notice to the Participants, provide that
                           all then unexercised Options will become exercisable
                           in full as of a specified time prior to the
                           Acquisition Event and will terminate immediately
                           prior to the consummation of such Acquisition Event,
                           except to the extent exercised by the Participants
                           before the consummation of such Acquisition Event;

                  (iii)    in the event of an Acquisition Event under the terms
                           of which holders of Common Stock will receive upon
                           consummation thereof a cash payment for each share of
                           Common Stock surrendered pursuant to such Acquisition
                           Event (the "Acquisition Price"), provide that all
                           outstanding Options shall terminate upon consummation
                           of such Acquisition Event and each Participant shall
                           receive, in exchange therefor, a cash payment equal
                           to the amount (if any) by which (A) the Acquisition
                           Price multiplied by the number of shares of Common
                           Stock subject to such outstanding Options (to the
                           extent then exercisable), exceeds (B) the aggregate
                           exercise price of such Options; and

                  (iv)     provide that all or any outstanding Options shall
                           become exercisable in full immediately prior to such
                           event.

                  (3) CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK
AWARDS. Upon the occurrence of an Acquisition Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award shall inure
to the benefit of the Company's successor and shall apply to the cash,
securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Acquisition Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock
Award.

                  (4) CONSEQUENCES OF AN ACQUISITION EVENT ON OTHER AWARDS.
The Board shall specify the effect of an Acquisition Event on any other Award
granted under the Plan at the time of the grant of such Award.

9.       GENERAL PROVISIONS APPLICABLE TO AWARDS

         (a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall

                                       5
   6

be exercisable only by the Participant. References to a Participant, to the
extent relevant in the context, shall include references to authorized
transferees.

         (b) DOCUMENTATION. Each Award shall be evidenced by a written
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

         (c) BOARD DISCRETION.  Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

         (d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

         (e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

         (f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type and changing the date of exercise or
realization, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.
Without intending to limit the generality of the preceding sentence, the Board
may, without amending the Plan, modify Awards granted to Participants who are
foreign nationals or employed outside the United States to reorganize
differences in laws, rules, regulations or customers of such foreign
jurisdiction with respect to tax, securities, currency, employee benefits or
other matters.

         (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company

                                       6
   7

such representations or agreements as the Company may consider appropriate to
satisfy the requirements of any applicable laws, rules or regulations.

         (h) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of restrictions in full or in part or that any other
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

10.      MISCELLANEOUS

         (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

         (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

         (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan is effective as of
December 9, 1998, the date on which it was adopted by the Board (the "Effective
Date"). No Awards shall be granted under the Plan after the completion of ten
years from the Effective Date, but Awards previously granted may extend beyond
that date.

         (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.

         (e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.


                                         Adopted by the Board of Directors on
                                         December 9, 1998

                                       7
   8

                                         Amended and restated by the Board of
                                         Directors on February 8, 2000







                                       8
   9

                                RSA SECURITY INC.


                                 AMENDMENT NO. 1
                                       TO
                              AMENDED AND RESTATED
                 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN

         The RSA Security Inc. Amended and Restated 1998 Non-Officer Employee
Stock Incentive Plan (the "Plan") is hereby amended as set forth below:

           1.    Section 4 of the Plan is hereby amended by deleting the first
                 sentence thereof and substituting the following therefor:

                 "Subject to adjustment under Section 8, Awards may be
                 made under the Plan for up to 5,064,731 shares of
                 common stock, $.01 par value per share, of the
                 Company (the "Common Stock")."

           2.    In all other respects, the Plan shall remain in full force
                 and effect.


                                           Adopted by the Board of Directors on
                                           April 12, 2000




   10


                                RSA SECURITY INC.


                                 AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN

         The RSA Security Inc. Amended and Restated 1998 Non-Officer Employee
Stock Incentive Plan, as amended (the "Plan"), is hereby amended as set forth
below:

           1.    Section 4 of the Plan is hereby amended by deleting the first
                 sentence thereof and substituting the following therefor:

                 "Subject to adjustment under Section 8, Awards may be
                 made under the Plan for up to 6,921,581 shares of
                 common stock, $.01 par value per share, of the
                 Company (the "Common Stock")."

           2.    In all other respects, the Plan shall remain in full force
                 and effect.


                                           Adopted by the Board of Directors on
                                           May 17, 2000



   11


                                RSA SECURITY INC.


                                 AMENDMENT NO. 3
                                       TO
                              AMENDED AND RESTATED
                 1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN

         The RSA Security Inc. Amended and Restated 1998 Non-Officer Employee
Stock Incentive Plan, as amended (the "Plan"), is hereby amended as set forth
below:

           1.    Section 4 of the Plan is hereby amended by deleting the first
                 sentence thereof and substituting the following therefor:

                 "Subject to adjustment under Section 8, Awards may be
                 made under the Plan for up to 8,021,581 shares of
                 common stock, $.01 par value per share, of the
                 Company (the "Common Stock")."

           2.    In all other respects, the Plan shall remain in full force
                 and effect.

                                           Adopted by the Board of Directors on
                                           July 12, 2000

EX-10.2

   1
                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day
of April, 2000 (the "Agreement Date"), by and between RSA Security Inc., a
Delaware corporation ("Employer"), and Arthur W. Coviello, Jr. ("Employee").

         WHEREAS, Employer and Employee are parties to a letter agreement, dated
as of August 21, 1995 (the "1995 Agreement"); and

         WHEREAS, Employer and Employee are desirous of continuing Employee's
employment with Employer for the period, and on the terms and conditions, set
forth herein;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions herein contained, the parties hereby agree as follows:


Section 1.        EMPLOYMENT.

         Employer hereby agrees to continue to employ Employee, and Employee
accepts such continued employment, according to the terms and conditions set
forth in this Agreement.

Section 2.        TERM.

         The initial term of this Agreement (the "Initial Term") shall be for a
period commencing on April [1], 2000 and continuing through March 31, 2002.
Thereafter, this Agreement shall be automatically renewed for additional
one-year periods (each, the "Renewal Term") on the same terms and conditions
(except as may be otherwise mutually agreed to in writing by the parties) unless
either party gives the other written notice of non-renewal at least ninety (90)
days prior to the expiration of the then-current term. Notwithstanding the
foregoing, the Employment Period (as defined below) may be terminated at any
time upon the occurrence of any one of the following events: (i) Employee's
decision to resign pursuant to Section 9 of this Agreement, (ii) Employer's
decision to terminate Employee, either "for cause" or other than "for cause"
pursuant to Section 9, or (iii) the parties' agreement in writing to terminate
the Agreement. The period of time between the commencement and termination of
Employee's employment shall be referred to herein as the "Employment Period."



   2

Section 3.        POSITION AND SERVICES.

         (a)      Employee will occupy the position of President and Chief
                  Executive Officer of Employer. Employee will also be a member
                  of the Employer's Board of Directors (the "Board of
                  Directors"), subject to the terms of the Employer's Third
                  Restated Certificate of Incorporation as amended from time to
                  time. Any subsequent substantial diminution in the position,
                  office or duties of Employee (other than any such diminution
                  resulting from a Change in Control (as such term is defined in
                  Section 12 hereof)) or material breach by the Employer of its
                  obligations under this Agreement shall be deemed a termination
                  of this Agreement other than "for cause" as defined in Section
                  9 hereof. Employee will report directly to the Board of
                  Directors and shall have such duties and responsibilities as
                  are set forth in the Employer's Amended and Restated By-Laws,
                  as amended from time to time, which duties and
                  responsibilities shall include, but not be limited to, overall
                  management responsibility for the operations and
                  administration of Employer as well as such other duties and
                  responsibilities, consistent with Employee's position as
                  President and Chief Executive Officer, as shall be defined by
                  the Board of Directors.

         (b)      Employee will be expected to be in the full-time employment of
                  Employer, to devote substantially all of his business time and
                  attention, and exert his best efforts, to the performance of
                  his duties hereunder, and to serve Employer diligently and to
                  the best of his ability. During the Employment Period, the
                  Employee shall devote his full business time to the business
                  and interests of the Employer; provided, that, except to the
                  extent set forth in the Prior Agreements (as such term is
                  defined in Section 8 hereof), nothing set forth herein shall
                  prohibit the Employee from engaging in other activities to the
                  extent that such activities do not impair the ability of the
                  Employee to perform his duties and obligations under this
                  Agreement.

Section 4.        COMPENSATION.

         The Employer shall pay to the Employee an initial base salary (the
"Base Salary") at an annual rate of not less than $318,000, subject to
deductions for social security, state payroll and unemployment and all other
legally required or authorized deductions and withholding. Employee's salary
shall be payable at the same time and basis as Employer pays its payroll in
general. The Board of Directors shall review Employee's Base Salary during the
Employment Period at least on an annual basis. The Employee shall have the
right, by written notice to the Employer within thirty (30) days following any
decrease in

                                      -2-
   3

Employee's Base Salary at any time during the Employment Period, to treat
such reduction as a termination of this Agreement other than "for cause"
as defined in Section 9 hereof.

Section 5.        INCENTIVE PAYMENTS.

         In addition to the Base Salary payable pursuant to Section 4 hereof,
Employee shall be entitled to annual bonuses if Employee satisfies agreed-upon
discrete goals/objectives to be contained in an annual incentive plan for the
Employee to be established by the Board of Directors in consultation with
Employee on an annual basis. The incentive plan for 2000 is attached as EXHIBIT
A hereto.

Section 6.        DEATH OR DISABILITY DURING EMPLOYMENT.

         If Employee is prevented from performing his duties hereunder by reason
of illness or injury for a period of (i) four or more consecutive months or (ii)
six months during any 12-month period as determined by a recognized physician
chosen by Employer and acceptable to Employee (the applicable date when either
of such disabling events shall occur being hereinafter referred to as the
"Effective Date of Disability"), or if Employee dies during the Employment
Period, Employer shall pay to the Employee, if the Employee is disabled, or to
Employee's spouse, the Executors under Employee's Last Will and Testament duly
admitted to probate within one year of his death or the Employee's heir at law,
if the Employee dies, in addition to such amounts (if any) as may be payable
pursuant to any short- or long-term disability or life insurance policies then
in effect and maintained by the Employer with respect to the Employee
("Disability Policies"), the compensation which would otherwise be payable to
the Employee under this Agreement through the end of the month in which the
Employee's Effective Date of Disability or death occurs, or, in the case of
disability (and assuming any Disability Policies are currently in effect) such
later date as the Employee would, if eligible, be entitled to receive benefits
under such Disability Policies. In addition, the Employer shall pay, at the time
when such bonus would normally be paid, all bonus payments under Section 5
hereof which the Board of Directors, in good faith, believed that the Employee
was entitled to in respect of the year in which the Effective Date of Disability
or death occurred.

Section 7.        BENEFITS; EXPENSES.

         (a)      The Employee shall be entitled to receive the same standard
                  employment benefits as other executives of the Employer
                  receive. The Employee shall be entitled to fully participate
                  in all of the Employer's future employee benefit programs in
                  accordance with their then-existing terms. The Employee shall
                  be entitled to reimbursement for all approved reasonable
                  travel and other business expenses incurred by the Employee in
                  connection with his services

                                      -3-
   4

                  to the Employer pursuant to the terms of this Agreement. All
                  business expenses for which the Employee seeks reimbursement
                  from the Employer shall be adequately documented by the
                  Employee in accordance with the Employer's procedures covering
                  expense reimbursement and in compliance with the regulations
                  of the U.S. Internal Revenue Service.

         (b)      The Employee shall be entitled to five weeks of vacation
                  during each year of the Employment Period. The Employee may
                  accrue and carry forward vacation time to future years;
                  provided, however, that in no event may the Employee carry
                  forward into any year in excess of five weeks of accrued paid
                  vacation time.

Section 8.        CONFIDENTIALITY; NON-COMPETITION.

         The parties acknowledge that the Employee has previously entered into a
Non-Competition Agreement and a Nondisclosure and Developments Agreement, each
dated as of August 28, 1995 (together, the "Prior Agreements"), in connection
with the Employee's employment by the Employer. The Prior Agreements are each
incorporated herein by this reference and made a part hereof as if set forth
herein in their entirety.

Section 9.        TERMINATION.

         This Agreement does not grant the Employee any right or entitlement to
be retained by the Employer, and shall not affect or prejudice the Employer's
right to discharge the Employee in accordance herewith. The Employee may
terminate this Agreement at any time during the Initial Term upon sixty (60)
days' prior written notice to the Employer. The Employer may terminate this
Agreement "for cause" (as defined below) at any time upon thirty (30) days'
prior written notice to the Employee. Employee shall, during such 30-day period,
be given an opportunity to defend the basis or facts giving rise to the notice.
The Employer may terminate this Agreement other than "for cause" at any time
during the Initial Term upon sixty (60) days' prior written notice to the
Employee. Either party may terminate this Agreement at any time during the
Renewal Term upon ninety (90) days' prior written notice to the other party. If
Employee is terminated either "for cause" or for reasons other than "for cause,"
Employee shall be entitled to the following severance payments:

         (i)      If termination occurs by the Employer other than "for cause,"
                  then the following severance payments (less applicable
                  deductions for social security, payroll and other applicable
                  taxes) and related arrangements will be made:

                                      -4-
   5

                  (a)      cash payments at the Employee's current monthly Base
                           Salary at the time of termination (less applicable
                           deductions) for a period of 24 months commencing with
                           the month immediately succeeding the month during
                           which the 30-day period after the giving of notice
                           shall have ended (the "Effective Date of
                           Termination");

                  (b)      in addition to (a) above, normal employee medical and
                           insurance benefits will be continued on an insured
                           basis for the Employee and for each of the Employee's
                           children who are under the age of 18 and the
                           Employee's spouse at the Effective Date of
                           Termination (the "Family") for a period of 24 months
                           following the Effective Date of Termination, provided
                           that medical benefits provided to the Employee and
                           the Family pursuant to this subparagraph (b) may be
                           reduced from time to time to the extent that medical
                           benefits are provided through Medicare or through any
                           other employer following the Effective Date of
                           Termination;

                  (c)      to the extent that all or any stock options granted
                           to Employee shall not have vested as of the Effective
                           Date of Termination, then all such stock options
                           shall automatically vest;

                  (d)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to a
                           pro rata portion of the Employee's current monthly
                           Base Salary at the time of termination (less
                           applicable deductions) with respect to the month in
                           which the Effective Date of Termination occurs based
                           upon the number of days elapsed in such month prior
                           to the Effective Date of Termination;

                  (e)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to the
                           greater of (i) a pro rata portion of the bonus
                           payable to the Employee pursuant to Section 5 of this
                           Agreement with respect to the year in which such
                           termination shall have occurred, calculated at 100%
                           of the Employee's target bonus amount, and (ii) a pro
                           rata portion of the actual bonus payable to the
                           Employee pursuant to Section 5 of this Agreement with
                           respect to the year in which such termination shall
                           have occurred (assuming the Employee had been
                           employed by the Employer the entire year); and

                                      -5-
   6

                  (f)      the Employer shall reimburse the Employee for any
                           reasonable legal expenses incurred by the Employee in
                           connection with the termination of the Agreement
                           (excluding any expenses incurred in contesting any
                           such termination).

         (ii)     If Employee is terminated by the Employer "for cause," the
                  Employer shall (a) provide the Employee with normal employee
                  medical and insurance benefits for a period of six months
                  following the Effective Date of Termination, and (b) pay to
                  the Employee an amount equal to a pro rata portion of any
                  bonus payable to the Employee pursuant to Section 5 of this
                  Agreement with respect to the year in which such termination
                  shall have occurred based on the number of days elapsed in
                  such year prior to the Effective Date of Termination. Except
                  as set forth in the prior sentence, in the event of a
                  termination for cause, the Employee shall not be entitled to
                  any salary, severance or other payments or any benefits of any
                  kind beyond the Effective Date of Termination. Termination
                  "for cause" as used herein, and as determined by the Board of
                  Directors, shall include only the following Employee behavior:
                  (1) any act committed by Employee which shall represent (x) a
                  breach in any material respect of any of the terms hereof or
                  (y) a material breach of fiduciary duty to the Employer and/or
                  all of its stockholders under the laws of the State of
                  Delaware; (2) willful failure to carry out reasonable assigned
                  duties; (3) gross negligence, consisting of wanton and
                  reckless acts or omissions in the performance of Employee's
                  duties to the material detriment of Employer; (4) addiction to
                  drugs or chronic alcoholism which impairs the Employee's
                  ability to carry out his obligations under this Agreement; or
                  (5) any conviction of the Employee of a felony which is
                  subject to a jail sentence of at least three months; provided,
                  that in the case of a termination for cause pursuant to clause
                  (1), (2) or (3) of this paragraph (ii), the Employee shall be
                  provided with not less than 30 days' written notice thereof
                  from the Board of Directors or the Compensation Committee of
                  the Board of Directors and an opportunity to cure such event
                  to the reasonable satisfaction of the Board of Directors.

         (iii)    If Employee voluntarily resigns then the following severance
                  payments (less applicable deductions for social security,
                  payroll and other applicable taxes) and related arrangements
                  will be made:

                  (a)      normal employee medical and insurance benefits will
                           be continued on an insured basis for the Employee and
                           for the Family for a period of 12 months following
                           the Effective Date of Termination, provided that
                           medical benefits provided to the Employee and the
                           Family pursuant

                                      -6-
   7

                           to this subparagraph (a) may be reduced from time to
                           time to the extent that medical benefits are provided
                           through Medicare or through any other employer
                           following the Effective Date of Termination;

                  (b)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to a
                           pro rata portion of the Employee's current monthly
                           Base Salary at the time of termination (less
                           applicable deductions) with respect to the month in
                           which the Effective Date of Termination occurs based
                           upon the number of days elapsed in such month prior
                           to the Effective Date of Termination; and

                  (c)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to a
                           pro rata portion of the actual bonus payable to the
                           Employee pursuant to Section 5 of this Agreement with
                           respect to the year in which such termination shall
                           have occurred (assuming the Employee had been
                           employed by the Employer the entire year).

Section 10.       BREACH OR VIOLATION OF AGREEMENT.

         Any controversy or claim arising out of, or relating to, this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered may be entered in any court having
jurisdiction thereof. Notwithstanding the foregoing, the parties agree that a
breach or violation of this Agreement will result in immediate and irreparable
injury and harm to the other party, who shall have the right of an injunction,
specific performance or other equitable relief to prevent the violation of the
obligations hereunder. In addition, the prevailing party in any arbitration or
litigation relating to the interpretation or enforcement of this Agreement shall
be entitled to reimbursement of all reasonable costs and expenses (including
without limitation fees and expenses of counsel) incurred in connection
therewith.

                                      -7-

   8

Section 11.       NOTICES.

         Any notice required to be given pursuant to the provisions of this
Agreement shall be in writing and, if mailed, sent by registered or certified
mail, postage prepaid, with a copy delivered by an overnight courier service of
recognized standing, to the party named at the address set forth below, or at
such other address as each party may hereafter designate in writing to the other
party:

                  Employer:  RSA Security Inc.
                             36 Crosby Drive
                             Bedford, MA  01730
                             Attn:  Secretary

                  cc:        Hale and Dorr LLP
                             60 State Street
                             Boston, MA  02109
                             Attn:  Hal J. Leibowitz, Esq.

                  Employee:  Arthur W. Coviello, Jr.
                             16 South Merrimack Road
                             Hollis, NH 03049

         Any such notices shall be deemed to have been delivered when served
personally, or 28 hours after being mailed in the manner specified above.

Section 12.       CHANGE IN CONTROL EVENT.

         (a)      If a Change in Control (as such term is defined below) shall
                  have occurred, Employee shall be entitled, at his election, to
                  receive, if he chooses to leave Employer's management at any
                  time during the first 18 months after the effective date of
                  the Change in Control, (a) a lump sum payment in an amount
                  equal to two times his then-current monthly Base Salary (less
                  applicable deductions) provided for in Section 4 hereof for a
                  12-month period, and (b) a pro rata portion of any bonus
                  otherwise payable to the Employee pursuant to Section 5 of
                  this Agreement with respect to the year in which such Change
                  in Control shall have occurred, calculated at 100% of the
                  Employee's target bonus amount, based on the number of days
                  elapsed in such year prior to the Employee's last day of full
                  time employment with the Employer.

         (b)      In addition, all of the stock options granted to Employee
                  which shall not have vested or which shall still remain
                  exercisable as of the effective date of the

                                      -8-
   9

                  Change in Control shall immediately thereupon automatically
                  vest and be free from repurchase. However, notwithstanding any
                  other provision of this Agreement, in the event that within
                  two years after the Agreement Date, (i) a plan for a Change in
                  Control is initiated, (ii) the Board of Directors desires that
                  the transaction giving rise to such Change in Control be
                  accounted for as a pooling of interests and (iii) this Section
                  12(b) is determined to prevent such transaction from being
                  accounted for as a pooling of interests, then (x) this Section
                  12(b) shall be inapplicable to such transaction and (y) the
                  provision set forth in the last sentence of Section 3 of the
                  1995 Agreement shall instead apply.

         (c)      For purposes of this Agreement, a "Change in Control" shall be
                  deemed to have taken place if:

                  (i)      there shall be consummated any consolidation or
                           merger of Employer in which Employer is not the
                           continuing or surviving corporation or pursuant to
                           which shares of the Employer's capital stock are
                           converted into cash, securities or other property,
                           other than a consolidation or merger of Employer in
                           which each holder of the Employer's capital stock
                           immediately prior to the consolidation or merger has
                           upon consummation of the consolidation or merger the
                           same proportionate ownership of each class or series
                           of capital stock of the surviving corporation as such
                           holder had of each class or series of the Employer's
                           capital stock immediately prior to the consolidation
                           or merger, or any sale, lease, exchange or other
                           transfer (in one transaction or a series of
                           transactions contemplated or arranged by any party as
                           a single plan) of all or substantially all of the
                           assets of Employer; or

                  (ii)     any person (as such term is used in Sections 13(d)
                           and 14(d)(2) of the Securities Exchange Act of 1934,
                           as amended (the "Exchange Act"), shall after the
                           Agreement Date become the beneficial owner (as
                           defined in Rules 13(d)(3) and 13(d)(5) under the
                           Exchange Act), directly or indirectly, of securities
                           of Employer representing more than 50% of the voting
                           power of all then outstanding securities of Employer
                           having the right under ordinary circumstances to vote
                           in an election of the Board of Directors (for
                           purposes of this clause (ii), any securities of
                           Employer that any such person has the right to
                           acquire pursuant to any agreement, or upon exercise
                           of conversion rights, warrants or options, or
                           otherwise, shall be deemed beneficially owned by such
                           person).

                                      -9-
   10

Section 13.       EXERCISE OF STOCK OPTIONS.

         Upon a termination of the Employment Period "for cause," all stock
options held by the Employee shall terminate automatically upon the Effective
Date of Termination. Upon a termination of the Employment Period (i) other than
"for cause," (ii) by reason of Employee's voluntary resignation or (iii) by
death or disability, all stock options held by the Employee shall be exercisable
in accordance with their terms.

Section 14.       LIMITATIONS ON PARACHUTE PAYMENTS.

         (a)      In the event that the Employer undergoes a "Change in
                  Ownership or Control" (as defined below), a portion of any
                  "Contingent Compensation Payments" (as defined below) that the
                  Employee would otherwise be entitled to receive shall be
                  eliminated to the extent necessary to eliminate any "excess
                  parachute payments" (as defined in Section 280G(b)(1) of the
                  Internal Revenue Code of 1986, as amended (the "Code")) for
                  the Employee. For purposes of this Section 14, the Contingent
                  Compensation Payments so eliminated shall be referred to as
                  the "Eliminated Payments" and the aggregate amount (determined
                  in accordance with Proposed Treasury Regulation Section
                  1.280G-1, Q/A-30 or successor provision) of the Contingent
                  Compensation Payments so eliminated shall be referred to as
                  the "Eliminated Amount." Notwithstanding the foregoing, no
                  such reduction in payments shall occur if the excess of (A)
                  110% of the Eliminated Amount (computed without regard to this
                  sentence) over (B) the aggregate present value (determined in
                  accordance with Proposed Treasury Regulation Section 1.280G-1,
                  Q/A-31, and Q/A-32 or successor provisions) of the amount of
                  any additional taxes that would be incurred by the Employee if
                  the Eliminated Payments (determined without regard to this
                  sentence) were paid to him (including, state and federal
                  income taxes on the Eliminated Payments, the excise tax
                  imposed by Section 4999 of the Code payable with respect to
                  all of the Contingent Compensation Payments, and any
                  withholding taxes) is greater than zero. For purpose of the
                  preceding sentence, any federal or state income tax that would
                  be attributable to the receipt of the Eliminated Payments
                  shall be computed by multiplying the amount of the Eliminated
                  Payment by the maximum combined federal and state income tax
                  rate provided by law; provided, however, that if the Employee
                  so notifies the Employer within 90 days following the timely
                  filing of all relevant tax returns for the Employee for the
                  year or other taxable period in which the Eliminated Payments
                  would have been made, the Eliminated Payments shall be
                  recomputed based upon all of the Employee's actual tax
                  circumstances. If, as a result of such recomputation, there
                  are no Eliminated Payments, the Employee shall become entitled
                  to receive Contingent Compensation

                                      -10-
   11

                  Payments previously treated as Eliminated Payments within 10
                  days of the delivery of the aforementioned notice together
                  with interest thereon computed at the prime rate announced
                  from time to time by the Wall Street Journal compounded
                  monthly from the date that such payments originally would have
                  been made.

         (b)      For purposes of this Section 14, the following terms shall
                  have the meaning given them in this subsection (b):

                  (i)      "Change in Ownership or Control" shall mean a change
                           in the ownership or effective control of the Employer
                           or in the ownership of a substantial portion of the
                           assets of the Employer determined in accordance with
                           Section 280G(b)(2) of the Code.

                  (ii)     "Contingent Compensation Payment" shall mean any
                           payment (or benefit) in the nature of compensation
                           that is made or supplied to a "disqualified
                           individual" (as defined in Section 280G(c) of the
                           Code) and that is contingent (within the meaning of
                           Section 280G(b)(2)(A)(i) of the Code) on a Change in
                           Ownership or Control of the Employer.

           (c)    The amount of any payments or other benefits otherwise due to
                  the Employee following a Change in Ownership or Control that
                  could reasonably be characterized as Contingent Compensation
                  Payments (as determined by the Employer) shall not be made
                  until 30 days after the date on which they would otherwise
                  have been due (the "Extended Due Date"). Within 15 days of the
                  date on which such payments or benefits would have originally
                  been due, the Employer shall determine and notify the Employee
                  (with reasonable detail regarding the basis for its
                  conclusions) (i) whether some or all of such payments and
                  benefits constitute Contingent Compensation Payments and (ii)
                  the amount of any Eliminated Amount. On or prior to the
                  Extended Due Date, the Employee shall notify the Employer
                  either (A) that he agrees with the Employer's determination
                  pursuant to the preceding sentence, in which case he shall
                  indicate, if applicable, the Contingent Compensation Payments
                  that will be treated as Eliminated Payments or (B) that he
                  disagrees with such determination, in which case he shall
                  indicate those payments that should be characterized as
                  Contingent Compensation Payments, the amount of any Eliminated
                  Amount and, if applicable, the Contingent Compensation
                  Payments that will be treated as Eliminated Payments. The
                  amount and characterization of any item in the notice from the
                  Employee shall be final; provided, however, that in the event
                  that the Employee fails to notify the Employer pursuant to the
                  preceding sentence on or before the Extended Due Date, the
                  Employer's initial

                                      -11-
   12

                  determination shall be final and the Contingent Compensation
                  Payments that will be treated as Eliminated Payments shall be
                  determined by the Employer in its absolute discretion. In no
                  event shall the Employer be liable to the Employee as a result
                  of any factual or legal determination made by it pursuant to
                  this subsection (c) or for any information supplied by it to
                  the Employee or his advisors.

         (d)      The provisions of this Section 14 are intended to apply to any
                  and all payments or benefits available to the Employee under
                  this Agreement.

Section 15.       LEGAL EXPENSES.

         The Employer shall reimburse the Employee for any reasonable legal
expenses incurred by the Employee in connection with the preparation and
negotiation of this Agreement and any amendments hereto.

Section 16.       ENTIRE AGREEMENT.

         (a)      CHANGE, MODIFICATION, WAIVER. No change or modification of
                  this Agreement shall be valid unless it is in writing and
                  signed by each of the parties hereto. No waiver of any
                  provision of this Agreement shall be valid unless it is in
                  writing and signed by the party against whom the waiver is
                  sought to be enforced. The failure of a party to insist upon
                  strict performance of any provision of this Agreement in any
                  one or more instances shall not be construed as a waiver or
                  relinquishment of the right to insist upon strict compliance
                  with such provision in the future.

         (b)      INTEGRATION OF ALL AGREEMENTS. This Agreement, together with
                  the Prior Agreements, constitutes the entire Agreement between
                  the parties and is intended to be an integration of all
                  agreements between the parties with respect to Employee's
                  service with Employer. Subject to Section 12(b) hereof, any
                  and all prior agreements, including without limitation the
                  1995 Agreement, between Employee and Employer with respect to
                  the subject matter hereof (other than the Prior Agreements)
                  are hereby revoked.

         (c)      SEVERABILITY OF PROVISIONS. If for any reason any provision of
                  this Agreement should be declared void or invalid, such
                  declaration shall not affect the validity of the rest of this
                  Agreement, which shall remain in force as if executed with the
                  void or invalid provision eliminated. Each of the Prior
                  Agreements shall survive any termination of this Agreement in
                  accordance with its terms.

                                      -12-
   13

Section 17.       BINDING EFFECT.

         This Agreement shall be binding upon all parties hereto and their
heirs, successors and assigns. This Agreement shall be binding upon any
successor entity to Employer, including without limitation any successor by
merger, consolidation or sale of assets, and shall be assignable by the Employer
to any entity controlled by or under common control with the Employer.

Section 18.       GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the internal laws of The Commonwealth of Massachusetts, without regard to
conflicts of laws principles.

Section 19.       MISCELLANEOUS.

         (a)      FORM. As employed in this Agreement, the singular form shall
                  include, if appropriate, the plural.

         (b)      HEADINGS. The headings employed in this Agreement are solely
                  for the convenience and reference of the parties and are not
                  intended to be descriptive of the entire contents of any
                  paragraph and shall not limit or otherwise affect any of
                  terms, provisions or construction thereof.

         (c)      COUNTERPARTS. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.


                                      -13-
   14


         IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

                                             EMPLOYER:

                                             RSA SECURITY INC.


                                             /s/ JOSEPH B. LASSITER, III
                                             -----------------------------------
                                             Joseph B. Lassiter, III
                                             Director and Chairman of the
                                             Compensation Committee of the
                                             Board of Directors

                                             EMPLOYEE:


                                              /s/ ARTHUR W. COVIELLO, JR.
                                              ----------------------------------
                                              Arthur W. Coviello, Jr.



                                      -14-

   15


                                 Attachment "A"
                                RSAS CONFIDENTIAL
                             2000 COMPENSATION PLAN




                                                                                       
     A. COVIELLO

I.   SALARY                                                  $318,000

II.  BONUS**                                                THRESHOLD               PLAN           STRETCH
                                                            ---------               ----           -------

     TARGET REVENUE (in 000's)                                  $261M              $268M             $280M
                                                                -----              -----
A)   REVENUE                                60%              $114,480           $143,100          $171,720
                                                             --------           --------          --------

     TARGET EPS***                                               0.85               0.89              >.90
                                                                 ----               ----              ----
B)   EARNINGS PER SHARE***                  40%               $76,320            $95,400          $114,480
                                                              -------            -------          --------

     TOTAL BONUS                                             $190,800           $238,500          $286,200

     % OF BASE SALARY                                          60.00%             75.00%            90.00%



*   All bonus paid after year end audit
**  Bonus paid linearly to the Plan - no bonus payment if threshold is not
    reached
*** On an operating basis only - including interest income - excluding one time
    gains and losses and operations of RSA Capital.


                                Payout as a % of
                                  Target Bonus

THRESHOLD                              80%
PLAN                                  100%
STRETCH GOAL                          120%

Stretch Goal is $280M in revenue and >90 cents EPS (including additional bonus)
No additional bonus between Plan and Stretch

Bonus will be prorated after 120%


                                      -15-

EX-10.3

   1

                                                                    EXHIBIT 10.3

                           SECOND AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement")
is made as of the 1st day of April, 2000 (the "Agreement Date"), by and between
RSA Security Inc., a Delaware corporation ("Employer"), and Charles R. Stuckey,
Jr. ("Employee").

         WHEREAS, Employer and Employee are parties to an Amended and Restated
Employment Agreement, dated as of November 1, 1997, as amended by Amendment No.
1 thereto, dated as of March 4, 1999 (as amended, the "1997 Agreement");

         WHEREAS, Employer and Employee are desirous of Employee assuming the
role of Chairman of the Employer's Board of Directors (the "Board of Directors")
and President of RSA Capital Inc., a wholly owned subsidiary of Employer ("RSA
Capital");

         WHEREAS, Employer and Employee are desirous of amending and restating
the 1997 Agreement to reflect Employee's roles as Chairman of the Board of
Directors and President of RSA Capital for the period, and on the terms and
conditions, set forth herein;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions herein contained, the parties hereby agree that the
1997 Agreement is amended and restated in its entirety to read as follows:

Section 1.        EMPLOYMENT.

         Employer hereby agrees to continue to employ Employee, and Employee
accepts such continued employment, according to the terms and conditions set
forth in this Agreement.

Section 2.        TERM.

         The initial term of this Agreement (the "Initial Term") shall be for a
period commencing on April 1, 2000 and continuing through March 31, 2001.
Thereafter, this Agreement shall be automatically renewed for additional 90 day
periods (each, a "Renewal Term") on the same terms and conditions (except as may
be otherwise mutually agreed to in writing by the parties) unless either party
gives the other written notice of non-renewal at least sixty (60) days prior to
the expiration of the then-current term. Notwithstanding the foregoing, the
Employment Period (as defined below) may be terminated at any time upon the
occurrence of any one of the following events: (i) Employee's decision to resign
pursuant to Section 9 of this Agreement, (ii) Employer's decision to terminate
Employee, either "for cause" or other than "for cause" pursuant to Section 9, or
(iii) the parties' agreement in writing to terminate the Agreement. The period
of time between the commencement and termination of Employee's employment shall
be referred to herein as the "Employment Period."

Section 3.        POSITION AND SERVICES.

                                      -1-
   2

         (a)      Employee will occupy the position of Chairman of the Board of
                  Directors of and be a member of the Board of Directors,
                  subject to the terms of the Employer's Third Restated
                  Certificate of Incorporation as amended from time to time. In
                  addition, Employee will occupy the position of President of
                  RSA Capital. Any subsequent substantial diminution in the
                  position, office or duties of Employee (other than any such
                  diminution resulting from either a Reduced Employment Status
                  (as such term is defined in Section 10 hereof) or a Change in
                  Control (as such term is defined in Section 13 hereof)) or
                  material breach by the Employer of its obligations under this
                  Agreement shall be deemed a termination of this Agreement
                  other than "for cause" as defined in Section 9 hereof.
                  Employee will report directly to the Board of Directors and
                  shall have such duties and responsibilities as are set forth
                  in the Employer's Amended and Restated By-Laws, as amended
                  from time to time, and, with respect to the Employee's
                  position as President of RSA Capital, RSA Capital's By-laws,
                  which duties and responsibilities shall include, but not be
                  limited to:

                  (i)  performing such duties and possessing such powers as are
                  assigned to him by the Board of Directors in Employee's
                  position as Chairman of the Board of Directors;

                  (ii)  having general charge and supervision of the business of
                  RSA Capital in Employee's position as President of RSA
                  Capital; and

                  (iii) such other duties and responsibilities as shall be
                  defined by the Board of Directors.

         (b)      Except as otherwise provided in Section 10, Employee will be
                  expected to be in the full-time employment of Employer, to
                  devote substantially all of his business time and attention,
                  and exert his best efforts, to the performance of his duties
                  hereunder, and to serve Employer diligently and to the best of
                  his ability. Except as otherwise provided in Section 10,
                  during the Employment Period, the Employee shall devote his
                  full business time to the business and interests of the
                  Employer; provided, that, except to the extent set forth in
                  the Prior Agreements (as such term is defined in Section 8
                  hereof), nothing set forth herein shall prohibit the Employee
                  from engaging in other activities to the extent that such
                  activities do not impair the ability of the Employee to
                  perform his duties and obligations under this Agreement.

Section 4.        COMPENSATION.

         The Employer shall pay to the Employee an initial base salary (the
"Base Salary") at an annual rate of not less than $318,000, subject to
deductions for social security, state payroll and unemployment and all other
legally required or authorized deductions and withholding. Employee's salary
shall be payable at the same time and basis as Employer pays its payroll in
general. The Board of Directors shall review Employee's Base Salary during the
Employment Period in January 2001 and thereafter on an annual basis in light of
competitive compensation practices for the


                                      -2-

   3

Employee's then current role and responsibilities. The base salary for 2001
shall be at an annual rate of not less than $318,000, provided that Employee
continues to be in the full-time employment of Employer. The Employee shall have
the right, by written notice to the Employer within thirty (30) days following
any decrease in Employee's Base Salary at any time during the Employment Period,
except in the event of a Reduced Employment Status, to treat such reduction as a
termination of this Agreement other than "for cause" as defined in Section 9
hereof.

Section 5.        INCENTIVE PAYMENTS.

         In addition to the Base Salary payable pursuant to Section 4 hereof,
Employee shall be entitled to annual performance bonuses if Employee satisfies
agreed-upon discrete goals/objectives to be contained in an annual incentive
plan for the Employee to be established by the Board of Directors in
consultation with Employee on an annual basis. The component of the annual
performance bonus attributable to Employee's role as Chairman of the Board of
Directors shall be based on agreed-upon discrete goals/objectives of Employer,
which component shall represent 25% of Employee's annual performance bonus. The
component of the annual performance bonus attributable to Employee's role as
President of RSA Capital shall be based on agreed-upon discrete goals/objectives
of RSA Capital, which component shall represent 75% of Employee's annual
performance bonus. If agreed upon by both Employer and Employee, the form of
bonus compensation attributable to Employee's role as President of RSA Capital
may be modified to include interests in any fund(s) of RSA Capital. The
Employee's incentive plan for 2000 is attached as EXHIBIT A hereto.

Section 6.        DEATH OR DISABILITY DURING EMPLOYMENT.

         If Employee is prevented from performing his duties hereunder by reason
of illness or injury for a period of (i) four or more consecutive months or (ii)
six months during any 12-month period as determined by a recognized physician
chosen by Employer and acceptable to Employee (the applicable date when either
of such disabling events shall occur being hereinafter referred to as the
"Effective Date of Disability"), or if Employee dies during the Employment
Period, Employer shall pay to the Employee, if the Employee is disabled, or to
Employee's spouse, the Executors under Employee's Last Will and Testament duly
admitted to probate within one year of his death or the Employee's heir at law,
if the Employee dies, in addition to such amounts (if any) as may be payable
pursuant to any short- or long-term disability or life insurance policies then
in effect and maintained by the Employer with respect to the Employee
("Disability Policies"), the compensation which would otherwise be payable to
the Employee under this Agreement through the end of the month in which the
Employee's Effective Date of Disability or death occurs, or, in the case of
disability (and assuming any Disability Policies are currently in effect) such
later date as the Employee would, if eligible, be entitled to receive benefits
under such Disability Policies. In addition, the Employer shall pay, at the time
when such bonus would normally be paid, all bonus payments under Section 5
hereof which the Board of Directors, in good faith, believed that the Employee
was entitled to in respect of the year in which the Effective Date of Disability
or death occurred.

Section 7.        BENEFITS; EXPENSES.

                                      -3-

   4

         (a)      The Employee shall be entitled to receive the same standard
                  employment benefits as other executives of the Employer
                  receive. The Employee shall be entitled to fully participate
                  in all of the Employer's future employee benefit programs in
                  accordance with their then-existing terms. The Employee shall
                  be entitled to reimbursement for all approved reasonable
                  travel and other business expenses incurred by the Employee in
                  connection with his services to the Employer pursuant to the
                  terms of this Agreement. All business expenses for which the
                  Employee seeks reimbursement from the Employer shall be
                  adequately documented by the Employee in accordance with the
                  Employer's procedures covering expense reimbursement and in
                  compliance with the regulations of the U.S. Internal Revenue
                  Service.

         (b)      The Employee shall be entitled to five weeks of vacation
                  during each year of the Employment Period. The Employee may
                  accrue and carry forward vacation time to future years;
                  provided, however, that in no event may the Employee carry
                  forward into any year in excess of five weeks of accrued paid
                  vacation time.

Section 8.        CONFIDENTIALITY; NON-COMPETITION.

         The parties acknowledge that the Employee has previously entered into a
Non-Competition Agreement and a Nondisclosure and Developments Agreement, each
initially dated as of February 13, 1987 and amended and restated as of November
1, 1997 (together, as amended and restated, the "Prior Agreements"), in
connection with the Employee's employment by the Employer. The Prior Agreements
are each incorporated herein by this reference and made a part hereof as if set
forth herein in their entirety. The parties hereby agree that the Non-Disclosure
and Non-Competition Covenant, dated as of February 13, 1987, by and between the
Employer and the Employee was terminated and of no further force and effect as
of November 1, 1997.

Section 9.        TERMINATION.

         This Agreement does not grant the Employee any right or entitlement to
be retained by the Employer, and shall not affect or prejudice the Employer's
right to discharge the Employee in accordance herewith. The Employee may
terminate this Agreement at any time during the Initial Term upon sixty (60)
days' prior written notice to the Employer. The Employer may terminate this
Agreement "for cause" (as defined below) at any time upon thirty (30) days'
prior written notice to the Employee. Employee shall, during such 30-day period,
be given an opportunity to defend the basis or facts giving rise to the notice.
The Employer may terminate this Agreement other than "for cause" at any time
during the Initial Term upon sixty (60) days' prior written notice to the
Employee. Either party may terminate this Agreement at any time during the
Renewal Term upon ninety (90) days' prior written notice to the other party. If
Employee is terminated either "for cause" or for reasons other than "for cause,"
Employee shall be entitled to the following severance payments:

         (i)      If termination occurs by the Employer other than "for cause,"
                  then the following severance payments (less applicable
                  deductions for social security, payroll and other applicable
                  taxes) and related arrangements will be made:

                                      -4-

   5

                  (a)      cash payments at the Employee's current monthly Base
                           Salary at the time of termination (less applicable
                           deductions) for a period of 24 months commencing with
                           the month immediately succeeding the month during
                           which the 30-day period after the giving of notice
                           shall have ended (the "Effective Date of
                           Termination"); provided, however, that if termination
                           occurs by the Employer other than "for cause" after
                           March 31, 2001, then cash payments at the Employee's
                           current monthly Base Salary at the time of
                           termination (less applicable deductions) shall be for
                           a period of 12 months commencing with the month
                           immediately succeeding the Effective Date of
                           Termination;

                  (b)      in addition to (a) above, normal employee medical and
                           insurance benefits will be continued on an insured
                           basis for the Employee and for the Employee's spouse
                           at the Effective Date of Termination ("Spouse") until
                           the later to occur of (i) Employee's death or (ii)
                           the Spouse's death, provided that medical benefits
                           provided to the Employee and the Spouse pursuant to
                           this subparagraph (b) may be reduced from time to
                           time to the extent that medical benefits are provided
                           through Medicare or through any other employer
                           following the Effective Date of Termination;

                  (c)      to the extent that all or any stock options granted
                           to Employee shall not have vested as of the Effective
                           Date of Termination, then all such stock options
                           shall automatically vest;

                  (d)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to a
                           pro rata portion of the Employee's current monthly
                           Base Salary at the time of termination (less
                           applicable deductions) with respect to the month in
                           which the Effective Date of Termination occurs based
                           upon the number of days elapsed in such month prior
                           to the Effective Date of Termination;

                  (e)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to the
                           greater of (i) a pro rata portion of the bonus
                           payable to the Employee pursuant to Section 5 of this
                           Agreement with respect to the year in which such
                           termination shall have occurred, calculated at 100%
                           of the Employee's target bonus amount, and (ii) a pro
                           rata portion of the actual bonus payable to the
                           Employee pursuant to Section 5 of this Agreement with
                           respect to the year in which such termination shall
                           have occurred (assuming the Employee had been
                           employed by the Employer the entire year);

                  (f)      the Employer shall reimburse the Employee for any
                           reasonable legal expenses incurred by the Employee in
                           connection with the termination of the Agreement
                           (excluding any expenses incurred in contesting any
                           such termination, but including without limitation
                           any reasonable legal expenses


                                      -5-

   6

                           incurred by the Employee in connection with the
                           negotiation, execution and delivery of the Consulting
                           Agreement referred to in (g) below); and

                  (g)      the Employer shall negotiate in good faith with the
                           Employee regarding the retention of the Employee by
                           the Employer as a consultant for the one-year period
                           following the Effective Date of Termination pursuant
                           to a Consulting Agreement to be entered into by the
                           Employer and the Employee.

         (ii)     If Employee is terminated by the Employer "for cause," the
                  Employer shall (a) provide the Employee with normal employee
                  medical and insurance benefits for a period of six months
                  following the Effective Date of Termination, and (b) pay to
                  the Employee an amount equal to a pro rata portion of any
                  bonus payable to the Employee pursuant to Section 5 of this
                  Agreement with respect to the year in which such termination
                  shall have occurred based on the number of days elapsed in
                  such year prior to the Effective Date of Termination. Except
                  as set forth in the prior sentence, in the event of a
                  termination for cause, the Employee shall not be entitled to
                  any salary, severance or other payments or any benefits of any
                  kind beyond the Effective Date of Termination. Termination
                  "for cause" as used herein, and as determined by the Board of
                  Directors, shall include only the following Employee behavior:
                  (1) any act committed by Employee which shall represent (x) a
                  breach in any material respect of any of the terms hereof or
                  (y) a material breach of fiduciary duty to the Employer and/or
                  all of its stockholders under the laws of the State of
                  Delaware; (2) willful failure to carry out reasonable assigned
                  duties; (3) gross negligence, consisting of wanton and
                  reckless acts or omissions in the performance of Employee's
                  duties to the material detriment of Employer; (4) addiction to
                  drugs or chronic alcoholism which impairs the Employee's
                  ability to carry out his obligations under this Agreement; or
                  (5) any conviction of the Employee of a felony which is
                  subject to a jail sentence of at least three months; provided,
                  that in the case of a termination for cause pursuant to clause
                  (1), (2) or (3) of this paragraph (ii), the Employee shall be
                  provided with not less than 30 days' written notice thereof
                  from the Board of Directors or the Compensation Committee of
                  the Board of Directors and an opportunity to cure such event
                  to the reasonable satisfaction of the Board of Directors.

         (iii)    If Employee voluntarily resigns, then the following severance
                  payments (less applicable deductions for social security,
                  payroll and other applicable taxes) and the related
                  arrangements will be made:

                  (a)      normal employee medical and insurance benefits will
                           be continued on an insured basis for the Employee and
                           for the Spouse until the latter to occur of (i)
                           Employee's death or (ii) the Spouse's death, provided
                           that medical benefits provided to the Employee and
                           the Spouse pursuant to this subparagraph (a) may be
                           reduced from time to time to the extent that medical
                           benefits are provided through Medicare or through any
                           other employer following the Effective Date of
                           Termination;

                                      -6-

   7

                  (b)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to a
                           pro rata portion of the Employee's current monthly
                           Base Salary at the time of termination (less
                           applicable deductions) with respect to the month in
                           which the Effective Date of Termination occurs based
                           upon the number of days elapsed in such month prior
                           to the Effective Date of Termination; and

                  (c)      the Employer shall pay to the Employee, in a single
                           lump sum payment within 30 days following the
                           Effective Date of Termination, an amount equal to a
                           pro rata portion of the bonus payable to the Employee
                           pursuant to Section 5 of this Agreement with respect
                           to the year in which such termination shall have
                           occurred (assuming the Employee had been employed by
                           the Employer the entire year), calculated at 100% of
                           Employee's target bonus amount.

Section 10.       REDUCED EMPLOYMENT STATUS.

         At any time during the Initial Term upon sixty (60) days' prior written
notice to Employer, or at any time during the Renewal Term upon forty-five (45)
days' prior written notice to Employer, Employee, in his sole discretion, may
elect to continue his employment with the Employer, except in a reduced
employment status with, among other factors, reduced time commitment and
compensation (the "Reduced Employment Status"), to continue until the later of
(a) October 13, 2004 and (b) the first anniversary of the effective date of the
Employee's notice pursuant to this Section 10. Under Reduced Employment Status,
Employee shall be employed by the Employer in the positions of (i) Chairman
Emeritus and, in that capacity, shall serve as a member of the Board of
Directors and (ii) Executive Advisor and, in that capacity, shall be available
at the Employer's request to advise management and perform such similar services
as may be reasonably requested by the Employer, for a minimum of five hours per
month, at the Employer's premises and under the Employer's supervision and
control; provided, however, that if Employee is not reelected to serve as a
member of the Board of Directors at any time during Employee's Reduced
Employment Status, then Employee shall retain such title and provide such
services as mutually agreed upon by Employer and Employee; it being further
understood that Employee's employment during any period of Reduced Employment
Status shall not, (i) without the Employee's consent, require more than 20 hours
per month and (ii) without the Employer's consent, be less than five hours per
month. For any required hours beyond this stated range, Employee's compensation
shall be at a rate to be agreed upon by the Employee and Employer. While under
Reduced Employment Status, Employee shall be paid a base salary of $75,000 per
annum and shall continue to receive the medical and insurance benefits
contemplated by Section 9(iii)(a). Upon electing Reduced Employment Status,
Employee shall forfeit any right to continued vesting of any then unvested
options granted to him on and after the Agreement Date; provided, however, that
any then vested options shall continue to be exercisable as provided under their
original terms.

Section 11.       BREACH OR VIOLATION OF AGREEMENT.

                                    -7-


   8

         Any controversy or claim arising out of, or relating to, this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered may be entered in any court having
jurisdiction thereof. Notwithstanding the foregoing, the parties agree that a
breach or violation of this Agreement will result in immediate and irreparable
injury and harm to the other party, who shall have the right of an injunction,
specific performance or other equitable relief to prevent the violation of the
obligations hereunder. In addition, the prevailing party in any arbitration or
litigation relating to the interpretation or enforcement of this Agreement shall
be entitled to reimbursement of all reasonable costs and expenses (including
without limitation fees and expenses of counsel) incurred in connection
therewith.

Section 12.       NOTICES.

         Any notice required to be given pursuant to the provisions of this
Agreement shall be in writing and, if mailed, sent by registered or certified
mail, postage prepaid, with a copy delivered by an overnight courier service of
recognized standing, to the party named at the address set forth below, or at
such other address as each party may hereafter designate in writing to the other
party:

                  Employer:  RSA Security Inc.
                             36 Crosby Drive
                             Bedford, MA  01730
                             Attn:  Secretary

                  cc:        Hale and Dorr LLP
                             60 State Street
                             Boston, MA  02109
                             Attn:  Hal J. Leibowitz, Esq.

                  Employee:  Charles R. Stuckey, Jr.
                             121 Woodbine Road
                             Carlisle, MA  01741

         Any such notices shall be deemed to have been delivered when served
personally, or 28 hours after being mailed in the manner specified above.

Section 13.       CHANGE IN CONTROL EVENT.

         (a)      If a Change in Control (as such term is defined below) shall
                  have occurred, Employee shall be entitled, at his election, to
                  receive, if he chooses to leave Employer's management at any
                  time during the first 18 months after the effective date of
                  the Change in Control, (a) a lump sum payment in an amount
                  equal to two times his then-current monthly Base Salary (less
                  applicable deductions) provided for in Section 4 hereof for a
                  12-month period, and (b) a pro rata portion of any bonus
                  otherwise payable to the Employee pursuant to Section 5 of
                  this Agreement with respect to the year in which such Change
                  in Control shall have occurred, calculated


                                      -8-

   9

                  at 100% of the Employee's target bonus amount, based on the
                  number of days elapsed in such year prior to the Employee's
                  last day of full-time employment with Employer.

         (b)      In addition, all of the stock options granted to Employee
                  which shall not have vested or which shall still remain
                  exercisable as of the effective date of the Change in Control
                  shall immediately thereupon automatically vest and be free
                  from repurchase. However, notwithstanding any other provision
                  of this Agreement, in the event that within two years after
                  the Agreement Date, (i) a plan for a Change in Control is
                  initiated, (ii) the Board of Directors desires that the
                  transaction giving rise to such Change in Control be accounted
                  for as a pooling of interests and (iii) this Section 13(b) is
                  determined to prevent such transaction from being accounted
                  for as a pooling of interests, then (x) this Section 13(b)
                  shall be inapplicable to such transaction and (y) the
                  provision set forth in the last sentence of the first
                  paragraph of Section 12 of the 1997 Agreement shall instead
                  apply.

         (c)      For purposes of this Agreement, a "Change in Control" shall be
                  deemed to have taken place if:

                  (i)      there shall be consummated any consolidation or
                           merger of Employer in which Employer is not the
                           continuing or surviving corporation or pursuant to
                           which shares of the Employer's capital stock are
                           converted into cash, securities or other property,
                           other than a consolidation or merger of Employer in
                           which each holder of the Employer's capital stock
                           immediately prior to the consolidation or merger has
                           upon consummation of the consolidation or merger the
                           same proportionate ownership of each class or series
                           of capital stock of the surviving corporation as such
                           holder had of each class or series of the Employer's
                           capital stock immediately prior to the consolidation
                           or merger, or any sale, lease, exchange or other
                           transfer (in one transaction or a series of
                           transactions contemplated or arranged by any party as
                           a single plan) of all or substantially all of the
                           assets of Employer; or

                  (ii)     any person (as such term is used in Sections 13(d)
                           and 14(d)(2) of the Securities Exchange Act of 1934,
                           as amended (the "Exchange Act"), shall after the
                           Agreement Date become the beneficial owner (as
                           defined in Rules 13(d)(3) and 13(d)(5) under the
                           Exchange Act), directly or indirectly, of securities
                           of Employer representing more than 50% of the voting
                           power of all then outstanding securities of Employer
                           having the right under ordinary circumstances to vote
                           in an election of the Board of Directors (for
                           purposes of this clause (ii), any securities of
                           Employer that any such person has the right to
                           acquire pursuant to any agreement, or upon exercise
                           of conversion rights, warrants or options, or
                           otherwise, shall be deemed beneficially owned by such
                           person).

Section 14.       EXERCISE OF STOCK OPTIONS.

                                      -9-


   10

         (a)      Subject to the provisions of Section 13 hereof, upon the
                  termination of the Employment Period, Employee shall have the
                  following periods during which to exercise all then vested
                  stock options having a grant date on or before November 1,
                  1997:

                  (i)      if Employee voluntarily resigns, Employee shall have
                           60 days from the date of resignation during which to
                           exercise such vested options; and

                  (ii)     if there is a termination other than "for cause" and
                           other than due to the occurrence of any of the events
                           referred to in Section 6 hereof, then Employee shall
                           have six months from such date during which to
                           exercise such vested options.

         (b)      Subject to the provisions of Section 13 hereof, upon the
                  termination of the Employment Period, Employee shall have the
                  following periods during which to exercise all then vested
                  stock options having a grant date after November 1, 1997:

                  (i)      if Employee voluntarily resigns, Employee shall have
                           12 months from the date of resignation during which
                           to exercise such vested options; and

                  (ii)     if there is a termination other than "for cause" and
                           other than due to the occurrence of any of the events
                           referred to in Section 6 hereof, then Employee shall
                           have twelve months from the date of such termination
                           during which to exercise such vested options.

           (c)    Upon a termination of the Employment Period "for cause," all
                  stock options held by the Employee shall terminate
                  automatically upon the Effective Date of Termination.

           (d)    Upon a termination of the Employment Period as a result of any
                  of the events referred to in Section 6 hereof, the period of
                  exercise of all or any portion of the Employee's then vested
                  stock options shall be 12 months from the Effective Date of
                  Disability or death.

Section 15.       LIMITATIONS ON PARACHUTE PAYMENTS.

         (a)      In the event that the Employer undergoes a "Change in
                  Ownership or Control" (as defined below), a portion of any
                  "Contingent Compensation Payments" (as defined below) that the
                  Employee would otherwise be entitled to receive shall be
                  eliminated to the extent necessary to eliminate any "excess
                  parachute payments" (as defined in Section 280G(b)(1) of the
                  Internal Revenue Code of 1986, as amended (the "Code")) for
                  the Employee. For purposes of this Section 15, the Contingent
                  Compensation Payments so eliminated shall be referred to as
                  the "Eliminated Payments" and the aggregate amount (determined
                  in accordance with Proposed Treasury Regulation Section
                  1.280G-1, Q/A-30 or successor provision) of the Contingent
                  Compensation


                                      -10-

   11

                  Payments so eliminated shall be referred to as the "Eliminated
                  Amount." Notwithstanding the foregoing, no such reduction in
                  payments shall occur if the excess of (A) 110% of the
                  Eliminated Amount (computed without regard to this sentence)
                  over (B) the aggregate present value (determined in accordance
                  with Proposed Treasury Regulation Section 1.280G-1, Q/A-31,
                  and Q/A-32 or successor provisions) of the amount of any
                  additional taxes that would be incurred by the Employee if the
                  Eliminated Payments (determined without regard to this
                  sentence) were paid to him (including, state and federal
                  income taxes on the Eliminated Payments, the excise tax
                  imposed by Section 4999 of the Code payable with respect to
                  all of the Contingent Compensation Payments, and any
                  withholding taxes) is greater than zero. For purpose of the
                  preceding sentence, any federal or state income tax that would
                  be attributable to the receipt of the Eliminated Payments
                  shall be computed by multiplying the amount of the Eliminated
                  Payment by the maximum combined federal and state income tax
                  rate provided by law; provided, however, that if the Employee
                  so notifies the Employer within 90 days following the timely
                  filing of all relevant tax returns for the Employee for the
                  year or other taxable period in which the Eliminated Payments
                  would have been made, the Eliminated Payments shall be
                  recomputed based upon all of the Employee's actual tax
                  circumstances. If, as a result of such recomputation, there
                  are no Eliminated Payments, the Employee shall become entitled
                  to receive Contingent Compensation Payments previously treated
                  as Eliminated Payments within ten days of the delivery of the
                  aforementioned notice together with interest thereon computed
                  at the prime rate announced from time to time by the Wall
                  Street Journal compounded monthly from the date that such
                  payments originally would have been made.

         (b)      For purposes of this Section 15, the following terms shall
                  have the meaning given them in this subsection (b):

                  (i)      "Change in Ownership or Control" shall mean a change
                           in the ownership or effective control of the Employer
                           or in the ownership of a substantial portion of the
                           assets of the Employer determined in accordance with
                           Section 280G(b)(2) of the Code.

                  (ii)     "Contingent Compensation Payment" shall mean any
                           payment (or benefit) in the nature of compensation
                           that is made or supplied to a "disqualified
                           individual" (as defined in Section 280G(c) of the
                           Code) and that is contingent (within the meaning of
                           Section 280G(b)(2)(A)(i) of the Code) on a Change in
                           Ownership or Control of the Employer.

           (c)    The amount of any payments or other benefits otherwise due to
                  the Employee following a Change in Ownership or Control that
                  could reasonably be characterized as Contingent Compensation
                  Payments (as determined by the Employer) shall not be made
                  until 30 days after the date on which they would otherwise
                  have been due (the "Extended Due Date"). Within 15 days of the
                  date on which such payments or benefits would have originally
                  been due, the Employer shall determine and notify the

                                      -11-


   12

                  Employee (with reasonable detail regarding the basis for its
                  conclusions) (i) whether some or all of such payments and
                  benefits constitute Contingent Compensation Payments and (ii)
                  the amount of any Eliminated Amount. On or prior to the
                  Extended Due Date, the Employee shall notify the Employer
                  either (A) that he agrees with the Employer's determination
                  pursuant to the preceding sentence, in which case he shall
                  indicate, if applicable, the Contingent Compensation Payments
                  that will be treated as Eliminated Payments or (B) that he
                  disagrees with such determination, in which case he shall
                  indicate those payments that should be characterized as
                  Contingent Compensation Payments, the amount of any Eliminated
                  Amount and, if applicable, the Contingent Compensation
                  Payments that will be treated as Eliminated Payments. The
                  amount and characterization of any item in the notice from the
                  Employee shall be final; provided, however, that in the event
                  that the Employee fails to notify the Employer pursuant to the
                  preceding sentence on or before the Extended Due Date, the
                  Employer's initial determination shall be final and the
                  Contingent Compensation Payments that will be treated as
                  Eliminated Payments shall be determined by the Employer in its
                  absolute discretion. In no event shall the Employer be liable
                  to the Employee as a result of any factual or legal
                  determination made by it pursuant to this subsection (c) or
                  for any information supplied by it to the Employee or his
                  advisors.

         (d)      The provisions of this Section 15 are intended to apply to any
                  and all payments or benefits available to the Employee under
                  this Agreement.

Section 16.       LEGAL EXPENSES.

         The Employer shall reimburse the Employee for any reasonable legal
expenses incurred by the Employee in connection with the preparation and
negotiation of this Agreement and any amendments hereto.

Section 17.       ENTIRE AGREEMENT.

         (a)      CHANGE, MODIFICATION, WAIVER. No change or modification of
                  this Agreement shall be valid unless it is in writing and
                  signed by each of the parties hereto. No waiver of any
                  provision of this Agreement shall be valid unless it is in
                  writing and signed by the party against whom the waiver is
                  sought to be enforced. The failure of a party to insist upon
                  strict performance of any provision of this Agreement in any
                  one or more instances shall not be construed as a waiver or
                  relinquishment of the right to insist upon strict compliance
                  with such provision in the future.

          (b)     INTEGRATION OF ALL AGREEMENTS. This Agreement, together with
                  the Prior Agreements, constitutes the entire Agreement between
                  the parties and is intended to be an integration of all
                  agreements between the parties with respect to Employee's
                  service with Employer. Subject to Section 13(b) hereof, any
                  and all prior agreements between Employee and Employer with
                  respect to the subject matter hereof (other than the Prior
                  Agreements) are hereby revoked.

                                      -12-

   13

         (c)      SEVERABILITY OF PROVISIONS. If for any reason any provision of
                  this Agreement should be declared void or invalid, such
                  declaration shall not affect the validity of the rest of this
                  Agreement, which shall remain in force as if executed with the
                  void or invalid provision eliminated. Each of the Prior
                  Agreements shall survive any termination of this Agreement in
                  accordance with its terms.

Section 18.       BINDING EFFECT.

         This Agreement shall be binding upon all parties hereto and their
heirs, successors and assigns. This Agreement shall be binding upon any
successor entity to Employer, including without limitation any successor by
merger, consolidation or sale of assets, and shall be assignable by the Employer
to any entity controlled by or under common control with the Employer.

Section 19.       GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the internal laws of The Commonwealth of Massachusetts, without regard to
conflicts of laws principles.

Section 20.       MISCELLANEOUS.

         (a)      FORM. As employed in this Agreement, the singular form shall
                  include, if appropriate, the plural.

         (b)      HEADINGS. The headings employed in this Agreement are solely
                  for the convenience and reference of the parties and are not
                  intended to be descriptive of the entire contents of any
                  paragraph and shall not limit or otherwise affect any of
                  terms, provisions or construction thereof.

         (c)      COUNTERPARTS. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.



                  [The remainder of this page is intentionally left blank.]

                                      -13-

   14


         IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

                                       EMPLOYER:

                                       RSA SECURITY INC.



                                       /s/ Joseph B. Lassiter, III
                                       -----------------------------------------
                                       Joseph B. Lassiter, III
                                       Director and Chairman of the
                                       Compensation Committee of the
                                       Board of Directors


                                       EMPLOYEE:



                                       /s/ Charles R. Stuckey, Jr.
                                       -----------------------------------------
                                       Charles R. Stuckey, Jr.


                                      -14-

   15




                                 Attachment "A"
                                RSAS CONFIDENTIAL
                             2000 COMPENSATION PLAN



                                                                                     
     C. STUCKEY

I.   SALARY                                                  $318,000

II.  BONUS**                                                THRESHOLD               PLAN           STRETCH
                                                            ---------               ----           -------

     TARGET REVENUE (in 000's)                                  $261M              $268M             $280M
                                                                -----              -----
A)   REVENUE                                60%              $114,480           $143,100          $171,720
                                                             --------           --------          --------

     TARGET EPS***                                               0.85               0.89              >.90
                                                                 ----               ----              ----
B)   EARNINGS PER SHARE***                  40%               $76,320            $95,400          $114,480
                                                              -------            -------          --------

     TOTAL BONUS                                             $190,800           $238,500          $286,200

     % OF BASE SALARY                                          60.00%             75.00%            90.00%



*   All bonus paid after year end audit
**  Bonus paid linearly to the Plan - no bonus payment if threshold is not
    reached
*** On an operating basis only - including interest income - excluding one time
    gains and losses and operations of RSA Capital.


                                Payout as a % of
                                  Target Bonus

THRESHOLD                             80%
PLAN                                 100%
STRETCH GOAL                         120%

Stretch Goal is $280M in revenue and >90 cents EPS (including additional bonus)
No additional bonus between Plan and Stretch

Bonus will be prorated after 120%

EX-10.4

   1
                                                                    EXHIBIT 10.4


                             Crosby Corporate Center
                             Bedford, Massachusetts
                                  (the "Park")

                            THIRD AMENDMENT TO LEASE
                                   May 9, 2000

        LANDLORD:      EOP-Crosby Corporate Center, L.L.C., a Delaware limited
                       liability company, successor in interest to BP-Crosby
                       Corporate Center, L.L.C.

        TENANT:        RSA Security Inc., formerly known as Security Dynamics
                       Technologies, Inc.

        EXISTING
        PREMISES:      The entirety of 20 Crosby Drive (Building No. 1), the
                       entirety of 24 Crosby Drive (Building No. 3), and the
                       entirety of 36 Crosby Drive (Building No. 9).

ORIGINAL
LEASE
DATA
        LEASE
        EXECUTION
        DATE:          March 11, 1996

        TERMINATION
        DATE:          June 30, 2009

        PREVIOUS
        LEASE
        AMENDMENTS:    First Amendment to Lease dated May 10, 1997
                       Second Amendment to Lease dated April 8, 1998


        THIRD
        AMENDMENT
        ADDITIONAL
        PREMISES:      An area on the second (2nd) floor of
                       34 Crosby Drive (Building No. 8) in
                       the Park, containing 19,859 square
                       feet of Total Rentable Area,
                       substantially as shown on EXHIBIT A,
                       THIRD AMENDMENT attached hereto and
                       incorporated by reference herein.

         WHEREAS, Tenant desires to lease the Third Amendment Additional
Premises;

         WHEREAS, Landlord is willing to lease the Third Amendment Additional
Premises to Tenant on the terms and conditions hereinafter set forth;

         NOW THEREFORE, the parties hereby agree that the above-referenced
lease, as previously amended (the "Lease"), is hereby further amended as
follows:

         1.       DEMISE OF THE THIRD AMENDMENT ADDITIONAL PREMISES
                  -------------------------------------------------

         Landlord hereby demises and leases to Tenant, and Tenant hereby hires
and takes from Landlord, the Third Amendment Additional Premises for a term
commencing as of July 1, 2000 and terminating as of June 30, 2005. Said demise
of the Third Amendment Additional Premises shall be upon the same terms and
conditions of the Lease (including, without limitation, Tenant's obligation to
pay for electricity consumed in the Third


                                      -1-

   2

Amendment Additional Premises pursuant to Article 8.1(a) of the Lease as
measured by a separate submeter to be installed by Landlord in the Third
Amendment Additional Premises), except as follows:

                  A. The Term Commencement Date with respect to the Third
Amendment Additional Premises shall be July 1, 2000.

                  B. The Termination Date in respect of the Third Amendment
Additional Premises is June 30, 2005.

                  C. Annual Base Rent with respect to the Third Amendment
Additional Premises shall be $496,475.04 (i.e., a monthly payment of
$41,372.92), or Twenty-Five Dollars ($25.00) per square foot of the Total
Rentable Area of the Third Amendment Additional Premises per annum.

                  D. The Rent Commencement Date in respect of the Third
Amendment Additional Premises is the Term Commencement Date in respect of the
Third Amendment Additional Premises.

                  E. Base Year for Expenses with respect to the Third Amendment
Additional Premises shall be calendar year 2000 (i.e., January 1, 2000 -
December 31, 2000).

                  F. Tenant's Operating Expense Percentage with respect to the
Third Amendment Additional Premises is 26.0805%.

                  G. Base Year for Taxes with respect to the Third Amendment
Additional Premises shall be fiscal year 2001 (i.e., July 1, 2000 - June 30,
2001).

                  H. Tenant's Tax Percentage with respect to the Third Amendment
Additional Premises shall be 7.7114%.

                  I. Tenant's obligation to pay Yearly Rent, Tax Excess and
Operating Expense Excess in respect of the Third Amendment Additional Premises
shall commence as of July 1, 2000.

                  J. In the event that any of the provisions of the Lease are
inconsistent with this Amendment or the state of facts contemplated hereby, the
provisions of this Amendment shall control.

         2.       CONDITION OF THIRD AMENDMENT ADDITIONAL PREMISES
                  ------------------------------------------------

         Notwithstanding anything to the contrary herein or in the Lease
contained, Tenant shall lease the Third Amendment Additional Premises "as-is",
in the condition in which the Third Amendment Additional Premises are in as of
the Term Commencement Date in respect of the Third Amendment Additional
Premises, without any obligation on the part of Landlord to prepare or construct
the Third Amendment Additional Premises for Tenant's occupancy and without any
representation or warranty by Landlord as to the condition of the Third
Amendment Additional Premises.

         3.       TENANT'S EARLY TERMINATION RIGHT
                  --------------------------------

         Tenant's early termination right, as set forth in Paragraph 1 of the
Rider to the Lease, shall have no applicability to the Third Amendment
Additional Premises (i.e., if Tenant exercises its early termination right under
said Paragraph 1 with respect to the Existing Premises, the Lease shall remain
in full force and effect with respect to the Third Amendment Additional
Premises).

                                      -2-

   3


         4.       TENANT'S EXTENSION OPTION IN RESPECT OF THIRD AMENDMENT
                  -------------------------------------------------------
                  ADDITIONAL PREMISES
                  -------------------

                  A.       On the conditions, which conditions Landlord may
waive, at its election, by written notice to Tenant at any time, that: (i)
Tenant is not in default, beyond the expiration of any applicable grace periods,
of its covenants and obligations under the Lease, and (ii) both as of the time
of option exercise and as of the commencement of the hereinafter described
additional term, RSA Security Inc., a Permitted Tenant Successor, and/or an
Affiliate of Tenant are occupying the entirety of the Third Amendment Additional
Premises, Tenant shall have the option to extend the term of this Lease in
respect of the Third Amendment Additional Premises for one (1) five (5) year
term (the "Extension Term") commencing as of July 1, 2005 and terminating as of
June 30, 2010. Tenant may exercise such option to extend by giving Landlord
written notice on or before September 30, 2004. Upon the timely giving of such
notice, the term of the lease of the Third Amendment Additional Premises shall
be deemed extended upon all of the terms and conditions of the Lease applicable
to the Third Amendment Additional Premises, except that the Yearly Rent,
Operating Cost Base and Tax Base shall be as hereinafter set forth. If Tenant
fails to give timely notice, as aforesaid, Tenant shall have no further right to
extend the term of the Lease in respect of the Third Amendment Additional
Premises, time being of the essence.

                  B.       YEARLY RENT

         The Yearly Rent during the additional term shall be based upon the
greater of the following: (i) the Fair Market Rental Value, as defined in
Paragraph 3 of the Rider to the Lease, as of the commencement of the additional
term, of the Third Amendment Additional Premises, or (ii) the sum of Yearly
Rent, Operating Expense Excess and Tax Excess payable by Tenant in respect of
the Third Amendment Additional Premises during the twelve-(12) month period
immediately preceding the commencement of the additional term.

                  C.       NO FURTHER EXTENSION OPTIONS.

                  Tenant shall have no further option to extend the term of the
Lease in respect of the Third Amendment Additional Premises other than the one
(1) five (5) year term herein provided.

                  D. Notwithstanding the fact that upon Tenant's exercise of the
herein option to extend the term of the Lease in respect of the Third Amendment
Additional Premises such extension shall be self-executing, as aforesaid, the
parties shall promptly execute a lease amendment reflecting such additional term
after Tenant exercises the herein option, except that the Yearly Rent payable in
respect of such additional term, the Operating Cost Base during such additional
term, and the Tax Base during such additional term, may not be set forth in said
amendment. Subsequently, after such Yearly Rent, Operating Cost Base, and Tax
Base are determined, the parties shall execute a written agreement confirming
the same.

                  E. Paragraph 2 of the Rider to the Lease as amended by
Paragraph 8 of the First Amendment to the Lease and Paragraph 7 of the Second
Amendment to the Lease shall have no applicability to the Third Amendment
Additional Premises.

         5.       TENANT'S SECURITY/LETTER OF CREDIT
                  ----------------------------------

         Tenant shall not be required to provide any additional security to
Landlord in connection with its demise of the Third Amendment Additional
Premises.

         6.       LANDLORD'S TERMINATION RIGHTS BASED UPON VACANCY
                  ------------------------------------------------

         Landlord's termination right under Article 5.4 of the Lease (as amended
by Paragraph 10 of the First Amendment and by Paragraph 12 of the Second
Amendment) shall apply to the Existing Premises independently of the Third
Amendment Additional Premises. In addition, the Vacancy Period, as defined in
Article 5.4, applicable with

                                      -3-

   4


respect to each of the Buildings shall be three hundred sixty-five (365)
consecutive days. In other words:

                  A. If Tenant ceases to use all, or substantially all, of
Building 1 for three hundred and sixty-five (365) consecutive days, or all or
substantially all of Building 3 for three hundred sixty-five (365) days, or all
or substantially all of Building 9 for three hundred sixty-five (365) days, but
Tenant continues to use the Third Amendment Additional Premises, then Landlord
shall have the right to terminate the term of the Lease with respect to Building
1, Building 3, or Building 9, as the case may be, in accordance with Article 5.4
of the Lease, Paragraph 10 of the First Amendment, or Paragraph 12 of the Second
Amendment, but Landlord shall not have the right to terminate the term of the
Lease with respect to the Third Amendment Additional Premises.

                  B. If Tenant ceases to use all, or substantially all, of the
Third Amendment Additional Premises for the three hundred sixty-five (365)
consecutive days, but Tenant continues to use the Existing Premises, then
Landlord shall have the right to terminate the term of the Lease with respect to
the Third Amendment Additional Premises, but Landlord shall not have the right
to terminate the term of the Lease with respect to the Existing Premises.

         7.       TERMINATION RIGHTS BASED UPON CASUALTY AND TAKING
                  -------------------------------------------------

         In the event of a casualty or a taking which affects only one of the
Buildings which would allow either party to exercise its rights, under either
Article 18 or 20 of the Lease, to terminate the Lease, then, notwithstanding
anything to the contrary herein contained, neither party shall have the right to
terminate the term of the Lease with respect to the Premise(s) which is (are)
not affected by such casualty or taking.

         8.       INAPPLICABLE LEASE PROVISIONS
                  -----------------------------

         The following provisions shall have no applicability to nor any force
or effect in respect of the Third Amendment Additional Premises:

         Articles 4, 17.4(d), 17.4(e), 21.4(b), the last sentence of Article
26(a), and Exhibits 4, 4-A, and 12 of the Lease;

         Paragraphs 1, 2, 3, 4, 5, 6, 9 and 13 of the First Amendment; and

         Paragraphs 1, 2, 3, 4, 5, 9, 10, 11, 14, 15, 18, 20, 21 and 22 of the
Second Amendment

         9.       BROKER
                  ------

         (a) Tenant represents and warrants that it has not directly or
indirectly dealt, with respect to the leasing of the Third Amendment Additional
Premises with any broker. Tenant agrees to defend, exonerate and save harmless
and indemnify Landlord and anyone claiming by, through or under Landlord against
any claims for a commission arising in breach of the representation and warranty
set forth in the immediately preceding sentence.

         (b) Landlord represents and warrants that, in connection with the
execution and delivery of this Third Amendment to Lease, it has not directly or
indirectly dealt with any broker. Landlord agrees to defend, exonerate, save
harmless, and indemnify Tenant and anyone claiming by, through, or under Tenant
against any claims arising in breach of the representation and warranty set
forth in the immediately preceding sentence.

         10.      PARKING
                  -------

         Tenant shall have, as appurtenant to the Third Amendment Additional
Premises, rights to use in common, with others entitled thereto, subject to
reasonable rules governing use of the Park from time to time made by Landlord of
which Tenant is given prior written notice and with due regard for the rights of
others to use the same, such

                                      -4-


   5

portions of the parking areas of the Park, as may be designated by Landlord
for common parking, for the purpose of parking of motor vehicles by Tenant
and Tenant's employees and invitees, such parking to be provided to Tenant at
a ratio of not in excess of 3.5 parking spaces per 1,000 square feet of the
Total Rentable Area of the Third Amendment Additional Premises.

         11.      RIGHT OF FIRST OFFER
                  --------------------

         The parties hereby acknowledge and agree that Building No. 8
constitutes "Other Property" for the purposes of Tenant's Right of First Offer,
as set forth in Paragraph 5 of the Rider to the Lease.

         12.      CONDITION OF LANDLORD'S EXECUTION
                  ---------------------------------

         The parties acknowledge that Landlord is only willing to execute this
Third Amendment in the event that the tenant currently occupying the Third
Amendment Additional Premises ("Current Tenant") agrees to terminate its lease
of such premises. Therefore, Landlord shall have the right, exercisable upon
written notice to Tenant, to render this Amendment void and without force or
effect, unless both of the following events occur:

         a.       Tenant executes and delivers to Landlord this Amendment; and

         b.       Current Tenant executes and delivers to Landlord an agreement,
                  in form and substance acceptable to Landlord, whereby Current
                  Tenant agrees to terminate its lease of the Third Amendment
                  Additional Premises.

         10.      As herein amended, the Lease is ratified, confirmed and
                  approved in all aspects.

                                      -5-

   6



         EXECUTED under seal as of the date first above-written.

LANDLORD:                                                 TENANT:
EOP-CROSBY CORPORATE CENTER, L.L.C.,                      RSA SECURITY INC.,
a Delaware limited liability company                      a Delaware corporation

By: EOP Operating Limited Partnership, a Delaware
      limited partnership, its sole member

      By: Equity Office Properties Trust, a Maryland
          real estate investment trust, its managing
          general partner

          By: /s/ Thomas Q. Bakke                   By: /s/ John F. Kennedy
              -------------------------                 ------------------------
          Name: Thomas Q. Bakke                     (Name) John F. Kennedy
          Title: Vice President                     (Title) CFO
                                                    Hereunto Duly Authorized

Date Signed: May 9, 2000                             Date Signed: ______________

                                      -6-


   7


                           EXHIBIT A, THIRD AMENDMENT


        This Exhibit is attached to and made a part of the Second Amendment
dated as of May 9, 2000, by and between EOP-CROSBY CORPORATE CENTER, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and RSA SECURITY, INC.
("Tenant") for space in the Building located at Building No. 8, Crosby Corporate
Center, Bedford, Massachusetts.


                              [DIAGRAM OF PREMISES]

                                      -7-

EX-27.1

 

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<EXCHANGE-RATE>                                      1
<CASH>                                         148,360
<SECURITIES>                                   960,068
<RECEIVABLES>                                   51,654
<ALLOWANCES>                                     1,115
<INVENTORY>                                      6,114
<CURRENT-ASSETS>                             1,185,495
<PP&E>                                          83,796
<DEPRECIATION>                                  27,726
<TOTAL-ASSETS>                               1,272,610
<CURRENT-LIABILITIES>                          685,986
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           414
<OTHER-SE>                                     586,210
<TOTAL-LIABILITY-AND-EQUITY>                 1,272,610
<SALES>                                        130,040
<TOTAL-REVENUES>                               130,040
<CGS>                                           26,148
<TOTAL-COSTS>                                   84,112
<OTHER-EXPENSES>                               (2,079)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                100,185
<INCOME-TAX>                                    38,353
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    61,832
<EPS-BASIC>                                       1.57
<EPS-DILUTED>                                     1.42

<F1>OTHER EXPENSES REFERS TO THE REVERSAL OF $2,079 FROM ACCRUED EXPENSES,
ORIGINALLY ACCRUED IN CONJUNCTION WITH CERTAIN RESTRUCTURING COSTS DURING 1999.