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 under the Plan shall expire,
terminate, or otherwise be forfeited as follows:


 


i.                                          three (3) months after the date the
Company delivers a notice of termination of a Participant’s Active Status,
other than in circumstances covered by (ii), (iii) or (iv) below;


 


ii.                                       immediately upon termination of a Participant’s
Active Status for Misconduct;


 


iii.                                    twelve (12) months after the date of the
death of a Participant whose Active Status terminated as a result of his or her
death; and


 


iv.                                   thirty-six (36) months after the date on
which the Participant ceased performing services as a result of Retirement.


 


4.             Withholding.


 


No Shares will
be issued pursuant to the exercise of this Option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law
to be withheld in respect of this Option.


 


5.             Nontransferability of Option.


 


This Option
may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the
laws of descent and distribution, and, during the lifetime of the Participant,
this Option shall be exercisable only by the Participant.


 


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6.             Provisions of the Plan.


 


This Option is
subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this Option.


 


7.             No Shareholder Rights.


 


Prior to exercise of this Option, the
Participant shall not be entitled to any rights of a shareholder with respect
to the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of shareholder meetings, and, except as otherwise provided in this
Option, such Participant shall not be entitled to any shareholder notice or
other communication concerning the business or affairs of the Company. Participant
further agrees that the Company’s obligations to issue shares is subject to Participant’s
prior execution of a shareholder’s agreement containing such restrictions
deemed necessary and appropriate by the Board.


 


8.             Governing Law; Venue.


 


The laws of
the State of Texas, excluding its conflicts laws, shall govern this Agreement
the rights and obligations of the parties hereto, the entire relationship
between the parties hereto, and all matters arising out of or relating to this
Agreement. ANY LAWSUIT OR OTHER LEGAL PROCEEDING BETWEEN THE PARTIES SHALL BE
BROUGHT ONLY IN THE CIVIL DISTRICT COURTS OF BEXAR COUNTY, TEXAS, OR THE UNITED
STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS, SAN ANTONIO DIVISION. THE
PARTIES HEREBY CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF
THIS COURT.


 


9.             Amendment.


 


This Agreement
may be amended by an instrument in writing signed by both the Company and the
Participant.


 


10.           Successors and Assigns.


 


The terms and
provisions of this Option shall inure to the benefit of, and be binding upon,
the Company and the holders hereof and their respective successors and assigns.


 


11.           Survival of Provisions.


 


In the event
the Option granted hereunder is exercised by Participant in whole or in part,
the representations, warranties, covenants and agreements of Participant under
this Option shall survive such exercise and purchase of the Shares.


 


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12.           Notices.


 


All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed effectively
given:  (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed,
then on the next business day, (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1)
day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications
shall be sent to the respective parties at the following addresses (or at such
other addresses as shall be specified by notice given in accordance with this Section
12):


 


	
  If to the Company:

  	
   

  	
  GlobalSCAPE, Inc.

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
   

  	
  6000 Northwest Parkway

  
	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
  San Antonio, TX 78249

  
	
   

  	
   

  	
  Facsimile: (210) 690-8824

  
	
   

  	
   

  	
   

  
	
  If to Participant:

  	
   

  	
  At the addresses shown on the signature
  pages hereto.

  



 


 


IN WITNESS WHEREOF, the Company and
Participant have executed this Agreement as of the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  GLOBALSCAPE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Charles R. Poole, President & CEO

  



 


The undersigned Participant represents that
he or she has read this Option Agreement has received a copy of the 2006
Non-Employee Directors Long-Term Equity Incentive Plan (including all
amendments to date) and acknowledges that the Option is


 


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subject to the terms of this Agreement and the Company’s 2006 Non-Employee
Directors Long-Term Equity Incentive Plan.


 


	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  



 


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