Exhibit 10.4
W EBSENSE , I NC .
S TOCK O PTION 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 grants to Optionholder an
option to purchase the number of shares of the Company’s
Common Stock set forth below. This option is subject to all of the
terms and conditions as set forth herein and in the Option
Agreement and the Plan, all of which are attached hereto and
incorporated herein in their entirety.
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Optionholder:
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Date of
Grant:
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Vesting
Commencement Date:
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Number of Shares Subject to Option:
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Exercise Price
(Per Share):
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Total Exercise
Price:
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Expiration
Date:
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Type of
Grant:
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Nonstatutory
Stock Option
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Vesting
Schedule:
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The Option
shall vest in a [series of twelve (12) successive equal monthly
installments] measured from the Vesting Commencement Date. In
addition, the vesting of the Option may immediately accelerate as
provided in the Option Agreement. Notwithstanding the foregoing,
vesting shall terminate on upon the Optionholder’s
termination of Continuous Service.
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Exercise Schedule:
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Early Exercise
Permitted
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Payment:
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By one or a
combination of the following items (described in the Option
Agreement):
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¨ By cash or
check
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¨ Pursuant to
a Regulation T Program if the Shares are publicly traded
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¨ By delivery
of already-owned shares if the Shares are publicly
traded
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¨ By net
exercise
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Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Stock Option Grant
Notice, the Option Agreement and the Plan. Optionholder further
acknowledges that as of the Date of Grant, this Stock Option Grant
Notice, the Option Agreement, and the Plan set forth the entire
understanding between Optionholder and the Company regarding the
Award and supersede all prior oral and written agreements on that
subject.
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W
EBSENSE , I NC .
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O
PTIONHOLDER
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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 : Option Agreement and 2009 Equity Incentive
Plan
1.
W EBSENSE , I NC .
2009 E QUITY I NCENTIVE P LAN
N ON -D ISCRETIONARY G RANT P ROGRAM
O PTION A GREEMENT
(N ONSTATUTORY S TOCK O PTION )
Pursuant to your Stock Option Grant
Notice (“ Grant Notice ”) and this Option
Agreement, Websense, Inc. (the “ Company
”) has granted you an option pursuant to the
Non-Discretionary Grant Program under its 2009 Equity Incentive
Plan (the “ Plan ”) to purchase the
number of shares of the Company’s Common Stock indicated in
your Grant Notice at the exercise price indicated in your Grant
Notice. Defined terms not explicitly defined in this Option
Agreement but defined in the Plan shall have the same definitions
as in the Plan.
The details of your option are as
follows:
1. V ESTING . Subject to the limitations contained herein and
the potential vesting acceleration set forth in Sections 8, 11, and
12 hereof, your option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your
Continuous Service.
2. N UMBER OF S HARES AND E XERCISE P RICE . The
number of shares of Common Stock subject to your option and your
exercise price per share referenced in your Grant Notice may be
adjusted from time to time for Capitalization
Adjustments.
3. E XERCISE PRIOR TO V ESTING (“E ARLY E XERCISE ”). As permitted in your Grant Notice and subject to
the provisions of your option, you may elect at any time that is
both (i) during the period of your Continuous Service and
(ii) during the term of your option, to exercise all or any
part of your option, including the nonvested portion of your
option; provided, however, that:
(a) a partial exercise of your option shall be
deemed to cover first vested shares of Common Stock and then the
earliest vesting installment of unvested shares of Common
Stock;
(b) any shares of Common Stock so purchased from
installments that have not vested as of the date of exercise shall
be subject to the purchase option in favor of the Company as
described in the Company’s form of Early Exercise Stock
Purchase Agreement; and
(c) you shall enter into the Company’s form of
Early Exercise Stock Purchase Agreement with a vesting schedule
that will result in the same vesting as if no early exercise had
occurred.
2.
4. M ETHOD OF P AYMENT . Payment of the exercise price is due in full
upon exercise of all or any part of your option. You may elect to
make payment of the exercise price in cash or by check or in any
other manner permitted by your Grant Notice, which may include one
or more of the following:
(a) Provided that at the time of exercise the Common
Stock is publicly traded, pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board that,
prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds.
(b) Provided that at the time of exercise the Common
Stock is publicly traded, by delivery to the Company (either by
actual delivery or attestation) of already-owned shares of Common
Stock that are owned free and clear of any liens, claims,
encumbrances or security interests, and that are valued at Fair
Market Value on the date of exercise. “Delivery” for
these purposes, in the sole discretion of the Company at the time
you exercise your option, shall include delivery to the
Company
