**Exhibit 10.13**

 

**WEBSENSE, INC. DELAYED ISSUANCE STOCK ISSUANCE AWARD GRANT NOTICE(2000 Stock Incentive Plan)**

 

Websense, Inc. (the “***Corporation***”), pursuant to its 2000 StockIncentive Plan of Websense, Inc. (the “***Plan***”), hereby awards to Employee aright to purchase the number of shares of Common Stock (the “***Shares***”) set forth below (the “***Award***”).  This Award shall be evidenced by a DelayedIssuance Stock Issuance Award Agreement (the “***Award Agreement***”). This Award is subjectto all of the terms and conditions as set forth herein and in the applicableAward Agreement, the Plan, and the Employee’s Delayed Issuance Stock IssuanceAward Election Agreement (the “***Election Agreement***”), all of which are attached heretoand incorporated herein in their entirety.

 
| Employee:                          |   |                        |   |
|------------------------------------|--------|-----------------------------|--------|
| Date of Grant:                     |   |                        |   |
| Number of Shares subject to Award: |   |                        |   |
| Consideration:                     |   | Participant’s Services |   |

 

**VestingSchedule**:                                             The Shares subject to this Award will vest inaccordance with the following schedule:

 

The Award shall vest withrespect to 1/4 of the Shares on each of the first,second, third and fourth anniversaries of the Date of Grant.

 

In the event the Corporationterminates Employee’s employment other than for Cause (as defined in the AwardAgreement), or Employee resigns his employment for Good Reason (as defined inthe Award Agreement), contingent upon the Employee providing the Corporationwith a fully-effective waiver and release of claims in a form satisfactory tothe Corporation, the Award will be fully vested.

 

**Additional Terms/Acknowledgements:**  The undersigned acknowledges receipt of, andunderstands and agrees to, this Grant Notice, the Award Agreement and thePlan.  Employee further acknowledges thatas of the Date of Grant, this Grant Notice, the Award Agreement, the ElectionAgreement and the Plan set forth the entire understanding between Employee andthe Corporation regarding the acquisition of Shares and supersede all priororal and written

 

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agreements on that subject with the exception of (i) awardspreviously granted and delivered to Employee under the Plan, and (ii) thefollowing agreements only:

 
| **OTHER  AGREEMENTS:** |   |
|------------------------|--------|

 
| **WEBSENSE, INC.** | ** ** | **EMPLOYEE:** |
|--------------------|------------|---------------|
|               |       |          |
| By:                |       |          |   |
| Signature          |       | Signature     |
|               |       |          |
| Title:             |       |          | Date: |   |
|               |       |          |
| Date:              |       |          |   |
|                    |            |               |  |  |  |  |

 

**ATTACHMENTS**:  AwardAgreement, Election Agreement, and 2000 Stock Incentive Plan of Websense, Inc.

 

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**ATTACHMENT I****AWARD AGREEMENT**

 

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**ATTACHMENT IIELECTION AGREEMENT**

 

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**WEBSENSE, INC.**

 

**DELAYED ISSUANCE STOCK ISSUANCE AWARD AGREEMENT**

 

Pursuant to the Delayed IssuanceStock Issuance Award Grant Notice (“***Grant Notice***”) and this Delayed IssuanceStock Issuance Award Agreement (“***Award Agreement***”),Websense, Inc. (the “***Corporation***”)has awarded you a Delayed Issuance Stock Issuance right pursuant to Article 4of the Websense, Inc. 2000 Stock Incentive Plan (the “***Plan***”) for the number of shares of CommonStock (the “***Shares***”) as indicated in theGrant Notice (collectively, the “***Award***”). Defined terms not explicitly defined in this Award Agreement but definedin the Plan shall have the same definitions as in the Plan.

 

The details of your Award are asfollows.

 

**1.****                                      CONSIDERATION.  **Considerationfor this Award is satisfied by your services to the Corporation.

 

**2.****                                      VESTING**.  Subject to the limitationscontained herein, your Award shall vest as provided in the Grant Notice,provided that vesting shall cease upon the termination of your Service.  Any Shares covered by this AwardAgreement that have not vested shall be forfeited upon the termination of your Service. Notwithstanding the foregoing, if you elect to defer receipt of theshares pursuant to Section 4 of this Award Agreement, then any sharessubject to this Award that would otherwise vest within the 12-month periodfollowing the date of such election shall instead vest on the date that is 12months following the date of your election to defer.

 

**3.****                                      DIVIDENDS. **You shall be entitledto receive cash payments equal to any cash dividends and other distributionspaid with respect to a corresponding number of Shares covered by your Award,provided that if any such dividends or distributions are paid in Shares, theFair Market Value of such Shares shall be converted into additional Sharescovered by the Award, and further provided that such additional Shares shall besubject to the same forfeiture restrictions and restrictions on transferabilityas apply to the Awards with respect to which they relate.

 

**4.****                                      DISTRIBUTION OF SHARES OF COMMON STOCK**.  TheCorporation shall deliver to you a number of Shares of the Corporation’s Stockequal to the number of vested Shares subject to your Award, including anyadditional Shares received pursuant to Section 3 above, on the vestingdate or dates provided in your Grant Notice; *providedhowever,*that if the first vesting date occurs no sooner than 12months following the Date of Grant specified in your Grant Notice and if, within the 30-day period following the Date of Grant indicated on yourGrant Notice, you elect to defer delivery of such Shares beyondthe vesting date, then the Corporation will deliver the Shares to you on the date or dates that you so elect(the “***Settlement Date***”).  If such deferral election is made, theBoard (or appropriate committee thereof) shall, in its sole discretion, establishthe rules and procedures for such payment deferrals, including, withoutlimitation, rules

 

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andprocedures as may be required to cause the delivery of Shares to comply withthe distribution requirements of Section 409A of the Code.

 

**5.****                                      EFFECTOF CHANGE IN CONTROL. **If (a) withinthe eighteen (18) months immediately following a Change in Control youremployment is terminated by the Corporation or any successor or assign withoutCause or you resign your employment for Good Reason or (ii) the Corporationterminates your employment without Cause during the pendency of a mergeragreement or tender offer which would result in a Change in Control, contingentupon you providing the Corporation with a fully-effective waiver and release ofclaims in a form satisfactory to the Corporation, this Award shall becomeimmediately and fully vested.  Forpurposes of this Award Agreement, the following definitions shall apply:

 

**(a)****                                  *“Cause”*** for termination shall mean a termination of youremployment by the Corporation based upon a good faith determination by theBoard that one or more of the following has occurred: (a) your commissionof a material act of fraud with respect to the Corporation, (b) yourintentional refusal or willful failure to carry out the reasonable instructionsof the Board, (c) your conviction of, or plea of nolo contendere to, atany time, a misdemeanor crime of moral turpitude or a felony (even if such hasoccurred prior to your employment with the Corporation), (d) your grossmisconduct in connection with the performance of your duties, or (e) yourmaterial breach of your obligations to the Corporation or any agreement betweenyou and the Corporation.

 

**(b)****                                  *“Change in Control”*** shall mean shall mean any of thefollowing:

 

**(i)****                                   **theacquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act), other than by the Corporation or anyaffiliate thereof or any affiliate of a shareholder of the Corporationimmediately prior to such acquisition, of beneficial ownership (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or moreof the combined voting power or economic interests of the then outstandingvoting securities of the Corporation entitled to vote generally in the electionof directors;

 

**(ii)****                               **achange in the composition of the Board occurring within a twenty-four monthperiod, as a result of which fewer than a majority of the directors of theBoard are Incumbent Directors;

 

**(iii)****                           **areorganization, merger, or consolidation, in each case, with respect to whichall or substantially all of the persons that were the respective beneficialowners of the voting securities of the Corporation immediately prior to suchreorganization, merger, or consolidation do not, following such reorganization,merger, or consolidation, beneficially own, directly or indirectly, more than50% of the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors of the Corporationresulting from such reorganization, merger, or consolidation; or

 

**(iv)****                              **thesale or other disposition of all or substantially all of the assets of theCorporation in one transaction or series of related transactions.

 

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**(v)****                                  **Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur because amajority or more of the outstanding voting securities of the Corporation isacquired by (a) a trustee or other fiduciary holding securities under oneor more employee benefit plans maintained by the Corporation or any of itsaffiliates, or (b) any person that, immediately prior to such acquisition,is owned directly or indirectly by the stockholders of the Corporation inapproximately the same proportion as their ownership of stock in theCorporation immediately prior to such acquisition.

 

**(c)****                                  *“Good Reason”*** shall mean your resignation within ninety(90) days of the occurrence of any one or more of the following events withoutyour written consent, provided that you comply with a reasonable Good Reasonprocess providing the Corporation with an opportunity to cure the alleged GoodReason: (a) a material reduction in your base salary and/or target bonusother than in connection with a Corporation-wide reduction in executivecompensation, (b) a material reduction in your benefits, other than inconnection with a Corporation-wide reduction in executive benefits, (c) amaterial and significant reduction in your authority, title and/or dutieswithout Sufficient Basis, (d) a requirement that you relocate more thanthirty-five (35) miles from your then-current office location. Notwithstandingthe foregoing sentence, your receipt of less bonus or no bonus as a result ofnot meeting the relevant goals for a bonus is not a Good Reason.

 

**(d)****                                  *“Incumbent Directors”*** shall mean members of the Boardwho are (a) members of the Board as of the date hereof, or (b) elected,or nominated for election, to the Board with the affirmative votes of at leasta majority of the Incumbent Directors at the time of such election ornomination.

 

**(e)****                                  *“Sufficient Basis”*** shall mean a reassignment orreduction in duties as a result of disciplinary action based upon seriousviolation of Corporation policy or violation of an agreement between you andthe Corporation.

 

**6.****                                      CERTAIN ADJUSTMENTS**.  In the event of any stock split, stockdividend, recapitalization, combination of shares, exchange of shares or otherevent which the Board deems, in its sole discretion, to be similarcircumstances, the Board (or appropriate committee thereof) may make suchadjustments to the number and/or kind of shares of stock or securities subjectto this Award and any other provision of this Award affected by such change, asthe Board may determine in its sole discretion.

 

**7.****                                     ****COMPLIANCE WITH LAW.**  Under no circumstances shall Shares or otherassets be issued or delivered to you pursuant to the provisions of this AwardAgreement unless, in the opinion of counsel for the Corporation or itssuccessors, there shall have been compliance with all applicable requirementsof Federal and state securities laws, all applicable listing requirements ofany stock exchange (or the Nasdaq National Market, if applicable) on which theCommon Stock is at the time listed for trading and all other requirements oflaw or of any regulatory bodies having jurisdiction over such issuance anddelivery.

 

**8.****                                      RESTRICTIVELEGENDS.**  The Shares issued underyour Award shall be endorsed with appropriate legends, if any, determined bythe Corporation.

 

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**9.****                                      TRANSFERABILITY.**  Your Award is not transferable, except bywill or by the laws of inheritance. Notwithstanding the foregoing, by delivering written notice to theCorporation, in a form satisfactory to the Corporation, you may designate athird party who, in the event of your death, shall thereafter be entitled toreceive any distribution of Shares pursuant to Section 4 of this AwardAgreement.

 

**10.****                              ****AT WILL EMPLOYMENT.**  Nothing in this Award Agreement or in thePlan shall confer upon you any right to continue in Service for any period ofspecific duration or interfere with or otherwise restrict in any way yourrights, or the rights of the Corporation (or any Parent or Subsidiary employingor retaining you), which rights are hereby expressly reserved by each, toterminate your Service at any time for any reason, with or without cause.

 

**11.****                               UNSECURED OBLIGATION**.  YourAward is unfunded, and as a holder of vested Award, you shall be considered anunsecured creditor of the Corporation with respect to the Corporation’sobligation, if any, to issue Shares pursuant to this Award Agreement.  You shall not have voting or any otherrights as a stockholder of the Corporation with respect to the Shares purchasedpursuant to this Award Agreement until such Shares are issued to you pursuantto Section 4 of this Award Agreement.  Upon such issuance, you will obtain full voting and other rights as astockholder of the Corporation.  Nothingcontained in this Award Agreement, and no action taken pursuant to itsprovisions, shall create or be construed to create a trust of any kind or afiduciary relationship between you and the Corporation or any other person.

 

**12.****                               WITHHOLDING OBLIGATIONS.**

 

**(a)****                                 **On or before the time you receive a distributionof Shares pursuant to your Award, or at any time thereafter as requested by theCorporation, you hereby authorize any required withholding from, at theCorporation’s election, the Shares, payroll and any other amounts payable to you and otherwise agree to makeadequate provision for any sums required to satisfy the federal, state, localand foreign tax withholding obligations of the Corporation or a Subsidiary, ifany, which arise in connection with your Award.

 

**(b)****                                 **Unless the tax withholding obligations of theCorporation and/or any Subsidiary are satisfied, the Corporation shall have noobligation to issue a certificate for such Shares.

 

**13.****                               NOTICES**.  Any notice required to begiven under this Award Agreement shall be in writing and shall be deemedeffective upon personal delivery or upon deposit in the U.S. mail, registeredor certified, postage prepaid and properly addressed to the party entitled tosuch notice at the address indicated below such party’s signature line on thisAward Agreement or at such other address as such party may designate by ten (10) daysadvance written notice under this paragraph to all other parties to this AwardAgreement.

 

**14.****                               HEADINGS.**  The headings of the Sections in this AwardAgreement are inserted for convenience only and shall not be deemed toconstitute a part of this Award Agreement or to affect the meaning of this AwardAgreement.

 

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**15.****                               AMENDMENT. **This Award Agreement may be amended onlyby a writing executed by the Corporation and you which specifically states thatit is amending this Award Agreement. Notwithstanding the foregoing, this AwardAgreement may be amended solely by the Board (or appropriate committee thereof)by a writing which specifically states that it is amending this AwardAgreement, so long as a copy of such amendment is delivered to you, andprovided that no such amendment adversely affecting your rights hereunder maybe made without your written consent. Without limiting the foregoing, the Board(or appropriate committee thereof) reserves the right to change, by writtennotice to you, the provisions of this Award Agreement in any way it may deem necessaryor advisable to carry out the purpose of the grant as a result of any change inapplicable laws or regulations or any future law, regulation, ruling, orjudicial decision, provided that any such change shall be applicable only torights relating to that portion of the Delayed Issuance Stock Purchase which isthen subject to restrictions as provided herein.

 

**16.****                               MISCELLANEOUS**.

 

**(a)****                                 **Therights and obligations of the Corporation under your Award shall betransferable by the Corporation to any one or more persons or entities, and allcovenants and agreements hereunder shall inure to the benefit of, and beenforceable by the Corporation’s successors and assigns.

 

**(b)****                                 **Youagree upon request to execute any further documents or instruments necessary ordesirable in the sole determination of the Corporation to carry out thepurposes or intent of your Award.

 

**(c)****                                 **Youacknowledge and agree that you have reviewed your Award in its entirety, havehad an opportunity to obtain the advice of counsel prior to executing andaccepting your Award and fully understand all provisions of your Award.

 

**(d)****                                 **ThisAward Agreement shall be subject to all applicable laws, rules, andregulations, and to such approvals by any governmental agencies or nationalsecurities exchanges as may be required.

 

**(e)****                                 **Allobligations of the Corporation under the Plan and this Award Agreement shall bebinding on any successor to the Corporation, whether the existence of suchsuccessor is the result of a direct or indirect purchase, merger, consolidation,or otherwise, of all or substantially all of the business and/or assets of theCorporation.

 

**17.****                               GOVERNING PLAN DOCUMENT**.  YourAward is subject to all the provisions of the Plan, the provisions of which arehereby made a part of your Award, and is further subject to allinterpretations, amendments, rules and regulations which may from time totime be promulgated and adopted pursuant to the Plan.  In the event of any conflict between theprovisions of your Award and those of the Plan, the provisions of the Planshall control; *provided, however*,that Section 4 of this Award Agreement shall govern the timing of anydistribution of Shares under your Award; and *providedfurther, however*, that Section 5 of this Award Agreement shallgovern the timing of any such distribution in the event of a Change in

 

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Control.  TheBoard (or appropriate committee thereof) shall have the power to interpret thePlan and this Award Agreement and to adopt such rules for theadministration, interpretation, and application of the Plan as are consistenttherewith and to interpret or revoke any such rules. All actions taken and allinterpretations and determinations made by the Board (or appropriate committeethereof) shall be final and binding upon you, the Corporation, and all otherinterested persons. No member of the Board or committee of the Board shall bepersonally liable for any action, determination, or interpretation made in goodfaith with respect to the Plan or this Award Agreement.

 

**18.****                               EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. **The value of the Delayed IssuanceStock Issuance Award subject to this Award Agreement shall not be included ascompensation, earnings, salaries, or other similar terms used when calculatingthe Employee’s benefits under any employee benefit plan sponsored by theCorporation or any Subsidiary except as such plan otherwise expressly provides.The Corporation expressly reserves its rights to amend, modify, or terminateany of the Corporation’s or any Subsidiary’s employee benefit plans.

 

**19.****                              ****GOVERNING LAW**.  This Award Agreement shall be governed by,and construed in accordance with, the laws of the State of California withoutresort to that State’s conflict-of-laws rules.

 

**20.****                               SEVERABILITY**.  If all or any part of this Award Agreement orthe Plan is declared by any court or governmental authority to be unlawful orinvalid, such unlawfulness or invalidity shall not invalidate any portion ofthis Award Agreement or the Plan not declared to be unlawful or invalid. Any Section ofthis Award Agreement (or part of such a Section) so declared to be unlawful orinvalid shall, if possible, be construed in a manner which will give effect tothe terms of such Section or part of a Section to the fullest extentpossible while remaining lawful and valid.

 

IN WITNESS WHEREOF, the parties have executed anddelivered this Award Agreement effective as of the day and set forth below.

 

 
| ** ** | **WEBSENSE, INC.** |
|------------|--------------------|
|       |               |
|       |               |
|       | By:                |   |   |
|       |               |   |
|       | Title:             |   |   |
|       |               |   |
|       | Date:              |   |   |
| ** ** | ** **         | ** ** |
| ** ** | ** **         | ** ** |
| ** ** | **EMPLOYEE**       | ** ** |
|       |               |   |
|       |               |   |
|            |                    |  |  |  |

 

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|   | Signature |   |
|--------|-----------|--------|
|   |      |   |
|   | Address:  |   |   |
|   |      |   |
|   |      |   |
|   |      |   |
|   | Date:     |   |   |
|        |           |        |  |  |

 

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**WEBSENSE, INC.**

 

**DELAYED ISSUANCE STOCK ISSUANCE AWARDELECTION AGREEMENT**

 

Please complete this Election Agreement and return a signed copy to                  ,    [Title]   of Websense, Inc. (the “Corporation”) by               ,200   .

 

**NOTE: THIS ELECTION AGREEMENT MUST BE COMPLETED AND RETURNED WITHIN 30 DAYSOF THE DATE OF GRANT AS INDICATED ON YOUR DELAYED ISSUANCE STOCK ISSUANCE AWARDGRANT NOTICE (THE “GRANT NOTICE”).  IF****THE FIRST VESTING DATE OCCURS NOSOONER THAN 12 MONTHS FOLLOWING THE DATE OF GRANT AND IF, WITHIN THE 30-DAYPERIOD FOLLOWING THE DATE OF GRANT INDICATED ON YOUR GRANT NOTICE, YOU ELECT TO DEFER DELIVERY OF SUCH SHARES BEYOND THE VESTING DATE,THEN THE CORPORATION WILL DELIVER THE SHARES TO YOU ON THE DATE OR DATES THATYOU ELECT.  IN ADDITION, ANY SHARESSUBJECT TO THE AWARD THAT WOULD OTHERWISE VEST WITHIN THE 12-MONTH PERIODFOLLOWING THE DATE OF SUCH ELECTION SHALL INSTEAD VEST ON THE DATE THAT IS 12MONTHS FOLLOWING THE DATE OF YOUR ELECTION TO DEFER.**

 

Defined terms not explicitly defined in thisElection Agreement but defined in the Plan, your Delayed Issuance StockIssuance Award Agreement or your Grant Notice shall have the same definitionsas in such documents.

 
| Name: | SS #: |
|-------|-------|

 

 

**INSTRUCTIONS**

 

In making this election,the following rules apply:

 

•                  You may elect aSettlement Date that occurs after the date of vesting.  The “Settlement Date” is the date as of whichyou will receive the vested Shares associated with the Delayed Issuance StockIssuance Award that you elected to defer below. Unless you timely elect otherwise on this Election Agreement, the Shareswill be issued to you on the date or dates upon which they vest as indicated onyour Grant Notice.

 

•                  This ElectionAgreement is **irrevocable**.

 

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**DEFERRAL ELECTION**

 

I hereby irrevocably elect to defer receipt of the Shares associatedwith the above-referenced Delayed Issuance Stock Issuance Award until thefollowing date(s) and in the following increment(s).  I acknowledge that only vested Shares will beissued to me and that the Settlement Date may occur after vesting.   (**CHOOSE ONEALTERNATIVE BELOW)**

 

**ALTERNATIVE #1 (ON VESTING DATE):**

 

 ̈                      Ielect to have my vested Shares issued to me on the vesting date(s) indicated onmy Grant Notice.

 

**ALTERNATIVE #2 (SPECIFIED EVENT –CHECK ONE BOX):**

 

I elect to have my vested Shares issued to me on the following event(check boxes that apply):

 

 ̈            daysfollowing my termination of Service

 ̈            Uponthe earlier of a Change in Control or        daysfollowing my termination of Service

 

**ALTERNATIVE #3:  (SPECIFIED DATE(S) — CHECK BOXES THAT APPLY)**

 
| A.     |   |  ̈ |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   |   |   | Number                                                                                                                                                                                                                     |                                                                                                                | Month  | Day    | Year   |   |
|   |   |   |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
| B.     |   |  ̈ |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
|   |   |   | Number                                                                                                                                                                                                                     |                                                                                                                | Month  | Day    | Year   |   |
|   |   |   |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
| C.     |   |  ̈ |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
|   |   |   | Number                                                                                                                                                                                                                     |                                                                                                                | Month  | Day    | Year   |   |
|   |   |   |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
| D.     |   |  ̈ |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
|   |   |   | Number                                                                                                                                                                                                                     |                                                                                                                | Month  | Day    | Year   |   |
|   |   |   |                                                                                                                                                                                                                       |                                                                                                                |   |   |   |   |
| E.     |   |  ̈ | Notwithstanding the election that I made in A-D  above, I elect to have my vested Shares issued to me on the following date,  in the event such date occurs prior to the date(s) selected above (check  boxes that apply): |
|   |   |   |                                                                                                                                                                                                                       |
|   |   |   |  ̈                                                                                                                                                                                                                     |       days following my  termination of Service                                            |
|   |   |   |  ̈                                                                                                                                                                                                                     | Immediately upon a Change in Control                                                                                |
|   |   |   |  ̈                                                                                                                                                                                                                     | Upon the earlier of a Change in Control or        days following my termination of Service |
|        |        |        |                                                                                                                                                                                                                            |                                                                                                                     |        |        |        |        |  |

 

•                  If no SettlementDate is elected, then the issuance of vested Shares will occur upon the vestingdate(s) indicated on your Grant Notice.

•                  Notwithstandingany provision in this Election Form or your Grant Notice, Award Agreementor the Plan to the contrary, the issuance of the vested Shares shall be made ina manner that complies with the requirements of Code Section 409A, whichmay include, without limitation, deferring the payment of such benefit for six (6) monthsafter your termination of Service, provided however, that nothing in thisparagraph shall require the payment of benefits to you earlier than theywould otherwise be payable under the Award.

•                  If a calendaryear only is elected, but not a specific day or month, then the issuance of thevested Shares will occur upon the earliest date in the calendar year when youmay sell the shares on the open market without violating the Corporation’sinsider trading policy or the Corporation’s window trading policy.

 

**Manner of Transfer**

 

***All***of the Shares you are entitled to receive on the Settlement Date specified inthis Election Agreement will be transferred to you on or as soon as practicableafter such Settlement Date.

 

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***Terms andConditions***

 

By signing this form, you hereby acknowledge your understanding andacceptance of the following:

 

l.                            **Corporation Right to Early Transfer**.  Notwithstanding any election made herein, theCorporation or any Subsidiary reserves the right to transfer to you all of thevested and then unissued Shares associated with the Delayed Issuance StockIssuance Award subject to this Election Agreement at any time following thetermination of your employment with the Corporation or any Subsidiary.

 

2.                         **Withholding**.  The Corporation shall have the right todeduct from all deferrals or payments hereunder, any federal, state, or localtax required by law to be withheld.

 

3.                         **Nonassignable**.  Your rights and interests under this ElectionAgreement may not be assigned, pledged, or transferred by you other than asprovided in the 2000 Stock Incentive Plan of Websense, Inc.

 

4.                         **Bookkeeping Account**.  The Corporation will establish a bookkeepingaccount to reflect the number of Shares that you acquired pursuant to yourDelayed Issuance Stock Issuance Award and the Fair Market Value of such Sharesthat are subject to this Election Agreement.

 

5.                         **Stock Certificates**.  Share certificates (each, a “Certificate”)evidencing the issuance of the Shares pursuant to your Delayed Issuance StockIssuance Award shall be issued to you as of the applicable Settlement Dates (orsuch earlier date payment is to be made pursuant to this Election Agreement)and shall be registered in your name. Subject to the withholding requirementsoutlined above, Certificates representing the unrestricted Shares will bedelivered to you as soon as practicable after the Settlement Date.

 

6.                           **Change in Control**.  Asused in this Election Agreement, “Change in Control” shall have the meaningcontained in the Award Agreement; *providedhowever,* that a distribution upon a Change in Control shall onlyoccur if such distribution complies with the distribution requirements of Code Section 409Aand the regulations promulgated thereunder.

 

7.                         **Governing Law**.  This Agreement shall be construed andadministered according to the laws of the State of California.

 

By executing this Election Agreement, I hereby acknowledge my understandingof and agreement with all the terms and provisions set forth in this ElectionAgreement.

 

 
| EMPLOYEE |   | WEBSENSE, INC. |   |
|----------|--------|----------------|--------|
|     |   |           |   |
|     |   |           |   |
|     |   | By:            |   |   |   |
|     |   | Name:          |   |   |   |
|     |   | Title:         |   |   |
| Date:    |   |           | Date:  |   |   |
|          |        |                |        |  |  |  |  |  |

 

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