Exhibit 10.1
GLOBALSCAPE,
INC.
Nonstatutory Stock
Option Agreement
Granted Under 2006 Non-Employee Directors Long-Term Equity
Incentive Plan
1.
Grant of Option .
This agreement evidences the grant by
GlobalSCAPE, Inc., a Delaware corporation (the
“Company”), on [date of grant] (“Date of
Grant”) to [director name], a director of the Company (the
“Participant”), of an option (“Option”) to
purchase, in whole or in part, on the terms provided herein and in
the Company’s 2006 Non-Employee Directors Long-Term Equity
Incentive Plan (the “Plan”), a total of [insert number
of shares] shares (the “Shares”) of common stock, par
value $0.001 per share, of the Company (“Common Stock”)
at $[insert price per share] per Share. Unless earlier terminated,
this option shall expire on [ten years from date of grant] (the
“Final Exercise Date”). Except as otherwise defined in
this Agreement, capitalized terms used herein shall have the
meaning set forth in the Plan.
It
is intended that the option evidenced by this agreement shall not
be an incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended and any regulations
promulgated thereunder (the “Code”). Except as
otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed
to include any person who acquires the right to exercise this
option validly under its terms.
2.
Vesting Schedule .
Subject to any provisions of the Plan
concerning exercisability and vesting of options, the Option shall
vest according to the following schedule:
|
Percentage
Vested
|
|
Period
|
|
|
|
|
|
50%
|
|
First anniversary of the Date of
Grant
|
|
|
|
|
|
50%
|
|
Second anniversary of the Date of
Grant
|
The
unexercised portion of the Option from one period may be carried
over to a subsequent period or periods, and the right of the
Participant to exercise the option as to such unexercised portion
shall continue for the entire term.
The
right of exercise shall be cumulative so that to the extent the
option is not exercised in any period to the maximum extent
permissible it shall continue to be exercisable, in whole or in
part, with respect to all shares for which it is vested until the
earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.
3.
Exercise of Option .
(a)
Form of Exercise . Each election to exercise this Option
shall be in writing, signed by the Participant, and received by the
Company at its principal office, accompanied by this agreement, and
payment in full in the manner provided in the Plan. The Participant
may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any
fractional share or for fewer than ten (10) whole shares.
(b)
Continuous Relationship with the Company Required . Except
as otherwise provided in this Section 3, this option may not
be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the date
of grant of this option, a director of the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or
(f) of the Code (an “Eligible Participant”).
(c)
Expiration of Awards .
Unless otherwise provided in this Agreement or
any severance agreement, vested Options granted und
