Exhibit 10.2
W EBSENSE , I NC .
S TOCK O PTION G RANT N OTICE
(2009 E
QUITY I NCENTIVE P LAN )
Websense, Inc. (the “
Company ”), pursuant to its 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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¨ Incentive Stock
Option
x
Nonstatutory Stock
Option
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Vesting/Exercise Schedule:
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1/4th of the
shares vest and become exercisable on the first anniversary of the
Vesting Commencement Date; the balance of the shares vest and
become exercisable in a series of thirty-six (36) successive equal
monthly installments measured from the first anniversary of the
Vesting Commencement Date.
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Payment:
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By one or a
combination of the following items (described in the Stock Option
Award Agreement):
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x By cash or
check
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x Pursuant to
a Regulation T Program if the Shares are publicly traded
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x By delivery
of already-owned shares if the Shares are publicly
traded
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x If and only
to the extent this option is a Nonstatutory Stock Option, and
subject to the Company’s consent at the time of exercise, by
a “net exercise” arrangement
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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
O PTION A GREEMENT
(I NCENTIVE S TOCK O PTION OR 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 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,
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 R ESTRICTION FOR N ON -E XEMPT E MPLOYEES . In
the event that you are an Employee eligible for overtime
compensation under the Fair Labor Standards Act of 1938, as amended
( i.e. , a “ Non-Exempt Employee
”), and except as otherwise provided in the Plan, you may not
exercise your option until you have completed at least six
(6) months of Continuous Service measured from the Date of
Grant specified in your Grant Notice, notwithstanding any other
provision of your option.
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 of
your attestation of
2.
ownership of such shares of Commo
