Exhibit
10.2


WEBSENSE,
INC.


STOCK
OPTION AGREEMENT


RECITALS


A.  The Board has adopted the Plan for the
purpose of retaining the services of selected Employees, non-employee members
of the Board (or the board of directors of any Parent or Subsidiary) and consultants
and other independent advisors who provide services to the Corporation (or any
Parent or Subsidiary).


B.  Optionee is to render valuable services
to the Corporation (or a Parent or Subsidiary), and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Corporation’s grant of an option to Optionee.


C.   All capitalized terms in this
Agreement shall have the meaning assigned to them in the attached Appendix.


NOW, THEREFORE, it is hereby agreed
as follows:


1.  GRANT OF OPTION. The Corporation hereby
grants to Optionee, as of the Grant Date, an option to purchase up to the
number of Option Shares specified in the Grant Notice. The Option Shares shall
be purchasable from time to time during the option term specified in Paragraph
2 at the Exercise Price.


2.  OPTION TERM. This option shall have a
maximum term of ten (10) years measured from the Grant Date and shall
accordingly expire at the close of business on the Expiration Date, unless
sooner terminated in accordance with Paragraph 5 or 6.


3.  LIMITED TRANSFERABILITY.


(a)  This option shall be neither
transferable nor assignable by Optionee other than by will or the laws of
inheritance following Optionee’s death and may be exercised, during Optionee’s
lifetime, only by Optionee. However, Optionee may designate one or more persons
as the beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee’s death while holding this
option. Such beneficiary or beneficiaries shall take the transferred option
subject to all the terms and conditions of this Agreement, including (without
limitation) the limited time period during which this option may, pursuant to
Paragraph 5, be exercised following Optionee’s death.


(b)  This option may be assigned in whole or
in part during Optionee’s lifetime to one or more members of Optionee’s family
or to a trust established for the exclusive benefit of one or more such family
members or to Optionee’s former spouse, to the extent such assignment is in
connection with the Optionee’s estate plan or pursuant to a domestic relations
order. The assigned portion shall be exercisable only by the person or persons
who acquire a proprietary interest in the option pursuant to such assignment.
The terms applicable to the assigned portion shall be the same as those in
effect for this option immediately prior to such assignment.


4.  DATES OF EXERCISE. This option shall
become exercisable for the Option Shares in one or more installments as
specified in the Grant Notice. As the option becomes exercisable for such
installments, those installments shall accumulate, and the option shall remain exercisable
for the










 



accumulated installments until the Expiration Date or
sooner termination of the option term under Paragraph 5 or 6.


5.  CESSATION OF SERVICE. The option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date should any of the following
provisions become applicable:


(a) Should Optionee cease to remain in Service for any
reason (other than death, Permanent Disability or Misconduct) while holding
this option, then Optionee shall have a period of three (3) months (commencing
with the date of such cessation of Service) during which to exercise this
option, but in no event shall this option be exercisable at any time after the
Expiration Date.


(b) Should Optionee die while holding this option, then
the personal representative of Optionee’s estate or the person or persons to
whom the option is transferred pursuant to Optionee’s will or the laws of
inheritance shall have the right to exercise this option. However, if Optionee
has designated one or more beneficiaries of this option, then those persons
shall have the exclusive right to exercise this option following Optionee’s
death. Any such right to exercise this option shall lapse, and this option
shall cease to be outstanding, upon the earlier of (i) the expiration of the
twelve (12)-month period measured from the date of Optionee’s death or (ii) the
Expiration Date.


(c) Should Optionee cease Service by reason of
Permanent Disability while holding this option, then Optionee shall have a
period of twelve (12) months (commencing with the date of such cessation of
Service) during which to exercise this option. In no event shall this option be
exercisable at any time after the Expiration Date.


(d) During the limited period of post-Service
exercisability, this option may not be exercised in the aggregate for more than
the number of Option Shares for which the option is exercisable at the time of
Optionee’s cessation of Service. Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this option shall terminate
and cease to be outstanding for any exercisable Option Shares for which the
option has not been exercised. However, this option shall, immediately upon
Optionee’s cessation of Service for any reason, terminate and cease to be
outstanding with respect to any Option Shares for which this option is not
otherwise at that time exercisable.


(e) Should Optionee’s Service be terminated for
Misconduct or should Optionee otherwise engage in any Misconduct while this
option is outstanding, then this option shall terminate immediately and cease
to remain outstanding.


6.  SPECIAL ACCELERATION OF OPTION.


(a) This option, to the extent outstanding at the time
of a Corporate Transaction but not otherwise fully exercisable, shall automatically
accelerate so that this option shall, immediately prior to the effective date
of such Corporate Transaction, become exercisable for all of the Option Shares
at the time subject to this option and may be exercised for any or all of those
Option Shares as fully vested shares of Common Stock. However, this option
shall NOT become exercisable on such an accelerated basis, if and to the
extent: (i) this option is, in connection with the Corporate Transaction, to be
assumed by the successor corporation (or parent thereof) or (ii) this option is
to be replaced with a cash incentive program of the successor corporation which
preserves the spread existing at the time of the Corporate Transaction on any
Option Shares for which this option is not otherwise at that time exercisable
(the excess of the Fair Market Value of those Option Shares over the aggregate
Exercise Price payable for such shares) and provides for










 



subsequent payout in accordance with the same option
exercise/vesting schedule for those Option Shares set forth in the Grant
Notice.


(b) Immediately following the Corporate Transaction,
this option shall terminate and cease to be outstanding, except to the extent
assumed by the successor corporation (or parent thereof) in connection with the
Corporate Transaction.


(c) If this option is assumed in connection with a
Corporate Transaction, then this option shall be appropriately adjusted,
immediately after such Corporate Transaction, to apply to the number and class
of securities which would have been issuable to Optionee in consummation of
such Corporate Transaction had the option been exercised immediately prior to
such Corporate Transaction, and appropriate adjustments shall also be made to
the Exercise Price, provided the aggregate Exercise Price shall remain the
same. To the extent the actual holders of the Corporation’s outstanding Common
Stock receive cash consideration for their Common Stock in consummation of the
Corporate Transaction, the successor corporation may, in connection with the
assumption of this option, substitute one or more shares of its own common
stock with a fair market value equivalent to the cash consideration paid per
share of Common Stock in such Corporate Transaction.


(d) This Agreement shall not in any way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.


7.  ADJUSTMENT
IN OPTION SHARES. Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration, appropriate
adjustments shall be made to (i) the total number and/or class of securities
subject to this option and (ii) the Exercise Price in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.


8.  STOCKHOLDER
RIGHTS. The holder of this option shall not have any stockholder rights with
respect to the Option Shares until such person shall have exercised the option,
paid the Exercise Price and become a holder of record of the purchased shares.


9.  MANNER OF
EXERCISING OPTION.


(a) In order to exercise this option with respect to
all or any part of the Option Shares for which this option is at the time
exercisable, Optionee (or any other person or persons exercising the option)
must take the following actions:


(i) Execute and deliver to the Corporation a Notice of
Exercise for the Option Shares for which the option is exercised.


(ii) Pay the aggregate Exercise Price for the
purchased shares in one or more of the following forms:


(A) cash or check made payable to the Corporation and
denominated in the currency of the primary economic environment of, at the
Corporation’s discretion, either the Corporation or the Optionee (that is the
functional currency of the Corporation or the currency in which the Optionee is
paid);


(B) shares of Common Stock held by Optionee (or any
other person or persons exercising the option) valued at Fair Market Value on
the Exercise Date; or










 



(C) through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons exercising the
option) shall concurrently provide irrevocable instructions (i) to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable Federal, state and local
income and employment taxes required to be withheld by the Corporation by
reason of such exercise and (ii) to the Corporation to deliver the certificates
for the purchased shares directly to such brokerage firm in order to complete
the sale.


Except to the extent the sale and remittance procedure
is utilized in connection with the option exercise, payment of the Exercise
Price must accompany the Notice of Exercise delivered to the Corporation in
connection with the option exercise.


(iii) Furnish to the Corporation appropriate
documentation that the person or persons exercising the option (if other than Optionee)
have the right to exercise this option.


(iv) Make appropriate arrangements with the
Corporation (or Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the option exercise.


(b) As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.


(c) In no event may this option be exercised for any
fractional shares.


10.  COMPLIANCE
WITH LAWS AND REGULATIONS.


(a) The exercise of this option and the issuance of
the Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any established stock exchange
on which the Common Stock may be listed for trading at the time of such exercise
and issuance.


(b) The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the Corporation to
be necessary to the lawful issuance and sale of any Common Stock pursuant to
this option shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to
obtain all such approvals.


11.  SUCCESSORS
AND ASSIGNS. Except to the extent otherwise provided in Paragraphs 3 and 6, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the Corporation and its successors and assigns and Optionee, Optionee’s
assigns, the legal representatives, heirs and legatees of Optionee’s estate and
any beneficiaries of this option designated by Optionee.


12.  NOTICES.
Any notice required to be given or delivered to the Corporation under the terms
of this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices. Any notice required to be given or delivered to
Optionee shall be in writing and addressed to Optionee at the address indicated
below Optionee’s signature line on the Grant Notice. All notices shall be
deemed effective upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.










 



13.  CONSTRUCTION. This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the terms of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising under the Plan
or this Agreement shall be conclusive and binding on all persons having an
interest in this option.


14.  GOVERNING
LAW. The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of California without resort to that State’s
conflict-of-laws rules.










 



EXHIBIT
I


NOTICE
OF EXERCISE


I hereby notify Websense, Inc. (the “Corporation”)
that I elect to purchase                        
shares of the Corporation’s Common Stock (the “Purchased Shares”) at the option
exercise price of $                 per
share (the “Exercise Price”) pursuant to that certain option (the “Option”)
granted to me under the Corporation’s 2007 Stock Incentive Assumption Plan on ,
                      .


Concurrently with the delivery of this Exercise Notice
to the Corporation, I shall hereby pay to the Corporation the Exercise Price
for the Purchased Shares in accordance with the provisions of my agreement with
the Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the
Exercise Price.


	
                                ,

  	
                

  
	
  Date

  
	
   

  
	
  Optionee

  
	
   

  
	
  Address:

  
	
   

  



Print name in exact
manner it is to 

appear on the stock certificate: 


Address to which certificate is to 

be sent, if different from address 

above: 


Social Security Number: 










 



APPENDIX


The following definitions shall be in effect under the
Agreement:


A. AGREEMENT shall mean this Stock Option Agreement.


B. BOARD shall mean the Corporation’s Board of
Directors.


C. COMMON STOCK shall mean shares of the Corporation’s
common stock.


D. CODE shall mean the Internal Revenue Code of 1986,
as amended.


E. CORPORATE TRANSACTION shall mean either of the
following stockholder-approved transactions to which the Corporation is a
party:


(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting power of
the Corporation’s outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
transaction, or


(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation’s assets in complete liquidation or
dissolution of the Corporation.


F. CORPORATION shall mean Websense, Inc., a Delaware
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of Websense, Inc. which shall by appropriate action
adopt the Plan.


G. EMPLOYEE shall mean an individual who is in the
employ of the Corporation (or any Parent or Subsidiary), subject to the control
and direction of the employer entity as to both the work to be performed and
the manner and method of performance.


H. EXERCISE DATE shall mean the date on which the
option shall have been exercised in accordance with Paragraph 9 of the
Agreement.


I. EXERCISE PRICE shall mean the exercise price per
Option Share as specified in the Grant Notice.


J. EXPIRATION DATE shall mean the date on which the
option expires as specified in the Grant Notice.


K. FAIR MARKET VALUE per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:


(i) If the Common Stock is listed on any established
stock exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is quoted on
such exchange (or the exchange with the greatest volume of trading in the Common
Stock) and published in The Wall Street Journal. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.


(ii) In the absence of any such market for the Common
Stock, the Fair Market Value shall be determined by the Board in good faith.


L. GRANT DATE shall mean the date of grant of the
option as specified in the Grant Notice.


M. GRANT NOTICE shall mean the Notice of Grant of
Stock Option accompanying the Agreement, pursuant to which Optionee has been
informed of the basic terms of the option evidenced hereby.










 



O. MISCONDUCT shall mean the commission of any act of
fraud, embezzlement or dishonesty by the Optionee or Participant, any
unauthorized use or disclosure by such person of confidential information or
trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or affairs
of the Corporation (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider as
grounds for the dismissal or discharge of any Optionee, Participant or other
person in the Service of the Corporation (or any Parent or Subsidiary).


P. NON-STATUTORY OPTION shall mean an option not
intended to satisfy the requirements of Code Section 422.


Q. NOTICE OF EXERCISE shall mean the notice of
exercise in the form attached hereto as Exhibit I.


R. OPTION SHARES shall mean the number of shares of
Common Stock subject to the option as specified in the Grant Notice.


S. OPTIONEE shall mean the person to whom the option
is granted as specified in the Grant Notice.


T. PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


U. PERMANENT DISABILITY shall mean the inability of
Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which is expected to
result in death or has lasted or can be expected to last for a continuous
period of twelve (12) months or more.


V. PLAN shall mean the Corporation’s 2007 Stock
Incentive Assumption Plan.


W. PLAN ADMINISTRATOR shall mean either the Board or a
committee of the Board acting in its capacity as administrator of the Plan.


X. SERVICE shall mean the Optionee’s performance of
services for the Corporation (or any Parent or Subsidiary) in the capacity of
an Employee, a non-employee member of the board of directors or a consultant or
independent advisor.


Y. SUBSIDIARY shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.