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WEBSENSE , I NC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Equity Incentive Plan Agreement

WEBSENSE , I NC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE | Document Parties: WEBSENSE INC | WEBSENSE, INC You are currently viewing:
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WEBSENSE INC | WEBSENSE, INC

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Title: WEBSENSE , I NC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE
Governing Law: California     Date: 6/19/2009
Industry: Software and Programming     Sector: Technology

WEBSENSE , I NC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE, Parties: websense inc , websense  inc
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Exhibit 10.5

W EBSENSE , I NC .

R ESTRICTED S TOCK U NIT A WARD G RANT N OTICE

N ON -D ISCRETIONARY G RANT P ROGRAM

(2009 E QUITY I NCENTIVE P LAN )

Websense, Inc. (the “Company” ), pursuant to its Non-Discretionary Grant Program under the 2009 Equity Incentive Plan (the “Plan” ), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award” ). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Non-Discretionary Restricted Stock Unit Award Agreement, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Non-Discretionary Restricted Stock Unit Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

 

Participant:

  

 

  

Date of Grant:

  

 

  

Vesting Commencement Date:

  

 

  

Number of Shares Subject to Award:

  

 

  

Consideration:

  

Participant’s Services

  

 

Vesting Schedule:

  

The Award shall vest [in a series of twelve (12) successive equal monthly installments] measured from the Vesting Commencement Date. In addition, the vesting of the Award may immediately accelerate as provided in Section 2(b) of the Non-Discretionary Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, vesting shall terminate on upon the Participant’s termination of Continuous Service.

Issuance Schedule:

  

Delivery of one share of Common Stock for each Restricted Stock Unit that vests shall occur in accordance with the issuance schedule set forth in Section 6 of the Non-Discretionary Restricted Stock Unit Award Agreement.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Award Grant Notice, the Non-Discretionary Restricted Stock Unit Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Award Grant Notice, the Non-Discretionary Restricted Stock Unit Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject.

 

W EBSENSE , I NC .

  

  

P ARTICIPANT :

By:

  

 

  

  

 

  

Signature

  

  

  

Signature

Title:

  

 

  

  

Date:

  

 

Date:

  

 

  

  

  

 

A TTACHMENTS :

  

Non-Discretionary Restricted Stock Unit Award Agreement, 2009 Equity Incentive Plan

 

1.


W EBSENSE , I NC .

2009 E QUITY I NCENTIVE P LAN

N ON -D ISCRETIONARY R ESTRICTED S TOCK U NIT A WARD A GREEMENT

N ON -D ISCRETIONARY G RANT P ROGRAM

Pursuant to the Restricted Stock Unit Award Grant Notice for Annual or Initial Grants (“ Grant Notice ”) and this Non-Discretionary Restricted Stock Unit Award Agreement and in consideration of your services, Websense, Inc. (the “ Company ”) has awarded you a Restricted Stock Unit Award (the “ Award ”) pursuant to the Non-Discretionary Grant Program under its 2009 Equity Incentive Plan (the “ Plan ”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. Defined terms not explicitly defined in this Non-Discretionary Restricted Stock Unit Award Agreement shall have the same meanings given to them in the Plan. Except as otherwise explicitly provided herein, in the event of any conflict between the terms in this Non-Discretionary Restricted Stock Unit Award Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1. G RANT OF THE A WARD . This Award represents the right to be issued on a future date the number of shares of the Company’s Common Stock equal to the number of Restricted Stock Units indicated in the Grant Notice. This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award, the vesting of the Restricted Stock Units or the delivery of Common Stock.

2. V ESTING .

(a) In General. Subject to the limitations contained herein, and to the potential vesting acceleration set forth in Sections 2(b) and 2(c) your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Restricted Stock Units that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such Restricted Stock Units.

(b) Death or Disability. Should your termination of Continuous Service occur due to your death or Disability, your Award shall automatically fully vest.

(c) Corporate Transaction and Change of Control.

(i) In the event of a Corporate Transaction in which your Award is not assumed, continued, or substituted by the surviving or acquiring corporation (or its parent company) prior to the effective time of the Corporate Transaction and your Continuous Service with the Company has not terminated as of, or immediately prior to, the effective time of the Corporate

 

2.


Transaction, then the vesting of your Restricted Stock Unit shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine pursuant to Section 7(e)(v) of the Plan.

(ii) If a Change in Control occurs and your Continuous Service with the Company has not terminated as of, or immediately prior to, the effective time of the Change in Control, then, as of the effective time of such Change in Control, the Award will immediately vest in full.

3. N UMBER OF R ESTRICTED S TOCK U NITS .

(a) The number of Restricted Stock Units subject to your Award (and the corresponding number of shares of Common Stock issuable at a future date) may be adjusted from time to time to reflect changes in the Company’s capital structure, as provided in Section 10(a) of the Plan.

(b) Any shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other shares of Common Stock to be issued in respect of your Award.

(c) No fractional Restricted Stock Units shall be created and the Board shall, in its discretion, determine an equivalent benefit for any fractional Restricted Stock Units that might be created by such adjustments.

4. S ECURITIES L AW


 
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