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.
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Participant:
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Date of Grant:
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Vesting Commencement Date:
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Number of Shares Subject to Award:
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Consideration:
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Participant’s Services
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Vesting Schedule:
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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.
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Issuance Schedule:
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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.
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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.
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W
EBSENSE , I NC .
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P
ARTICIPANT
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By:
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Signature
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Signature
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Title:
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Date:
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Date:
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A
TTACHMENTS
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Non-Discretionary Restricted Stock Unit Award
Agreement, 2009 Equity Incentive Plan
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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