Exhibit 10.13


 


WEBSENSE, INC. 

DELAYED ISSUANCE STOCK ISSUANCE AWARD GRANT NOTICE

(2000 Stock Incentive Plan)


 


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


 


	
  Employee:

  	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
  Number of Shares subject to Award:

  	
   

  	
   

  	
   

  
	
  Consideration:

  	
   

  	
  Participant’s Services

  	
   

  



 


Vesting
Schedule:                                             The Shares subject to this Award will vest in
accordance with the following schedule:


 


The Award shall vest with
respect 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 Corporation
terminates Employee’s employment other than for Cause (as defined in the Award
Agreement), or Employee resigns his employment for Good Reason (as defined in
the Award Agreement), contingent upon the Employee providing the Corporation
with a fully-effective waiver and release of claims in a form satisfactory to
the Corporation, the Award will be fully vested.


 


Additional Terms/Acknowledgements:  The undersigned acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Award Agreement and the
Plan.  Employee further acknowledges that
as of the Date of Grant, this Grant Notice, the Award Agreement, the Election
Agreement and the Plan set forth the entire understanding between Employee and
the Corporation regarding the acquisition of Shares and supersede all prior
oral and written


 


1

















 


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


 


	
  OTHER
  AGREEMENTS:

  	
   

  



 


	
  WEBSENSE, INC.

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


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


 


2

















 


ATTACHMENT I

AWARD AGREEMENT


 

















 


ATTACHMENT II

ELECTION AGREEMENT


 

















 


WEBSENSE, INC.


 


DELAYED ISSUANCE STOCK ISSUANCE AWARD AGREEMENT


 


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


 


The details of your Award are as
follows.


 


1.                                      CONSIDERATION.  
Consideration
for this Award is satisfied by your services to the Corporation.


 


2.                                      VESTING.  Subject to the limitations
contained 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 Award
Agreement that have not vested shall be forfeited upon the termination of your Service. 
Notwithstanding the foregoing, if you elect to defer receipt of the
shares pursuant to Section 4 of this Award Agreement, then any shares
subject to this Award that would otherwise vest within the 12-month period
following the date of such election shall instead vest on the date that is 12
months following the date of your election to defer.


 


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


 


4.                                      DISTRIBUTION OF SHARES OF COMMON STOCK.  The
Corporation shall deliver to you a number of Shares of the Corporation’s Stock
equal to the number of vested Shares subject to your Award, including any
additional Shares received pursuant to Section 3 above, on the vesting
date or dates provided in your Grant Notice; provided
however, that if the first vesting date occurs no sooner than 12
months following the Date of Grant specified in your Grant Notice and if, within the 30-day period 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 that you so elect
(the “Settlement Date”).  If such deferral election is made, the
Board (or appropriate committee thereof) shall, in its sole discretion, establish
the rules and procedures for such payment deferrals, including, without
limitation, rules


 

















 


and
procedures as may be required to cause the delivery of Shares to comply with
the distribution requirements of Section 409A of the Code.


 


5.                                      EFFECT
OF CHANGE IN CONTROL.  If (a) within
the eighteen (18) months immediately following a Change in Control your
employment is terminated by the Corporation or any successor or assign without
Cause or you resign your employment for Good Reason or (ii) the Corporation
terminates your employment without Cause during the pendency of a merger
agreement or tender offer which would result in a Change in Control, contingent
upon you providing the Corporation with a fully-effective waiver and release of
claims in a form satisfactory to the Corporation, this Award shall become
immediately and fully vested.  For
purposes of this Award Agreement, the following definitions shall apply:


 


(a)                                  “Cause” for termination shall mean a termination of your
employment by the Corporation based upon a good faith determination by the
Board that one or more of the following has occurred: (a) your commission
of a material act of fraud with respect to the Corporation, (b) your
intentional refusal or willful failure to carry out the reasonable instructions
of the Board, (c) your conviction of, or plea of nolo contendere to, at
any time, a misdemeanor crime of moral turpitude or a felony (even if such has
occurred prior to your employment with the Corporation), (d) your gross
misconduct in connection with the performance of your duties, or (e) your
material breach of your obligations to the Corporation or any agreement between
you and the Corporation.


 


(b)                                  “Change in Control” shall mean shall mean any of the
following:


 


(i)                                    the
acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act), other than by the Corporation or any
affiliate thereof or any affiliate of a shareholder of the Corporation
immediately prior to such acquisition, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of the combined voting power or economic interests of the then outstanding
voting securities of the Corporation entitled to vote generally in the election
of directors;


 


(ii)                                a
change in the composition of the Board occurring within a twenty-four month
period, as a result of which fewer than a majority of the directors of the
Board are Incumbent Directors;


 


(iii)                            a
reorganization, merger, or consolidation, in each case, with respect to which
all or substantially all of the persons that were the respective beneficial
owners of the voting securities of the Corporation immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the Corporation
resulting from such reorganization, merger, or consolidation; or


 


(iv)                               the
sale or other disposition of all or substantially all of the assets of the
Corporation in one transaction or series of related transactions.


 

















 


(v)                                   Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur because a
majority or more of the outstanding voting securities of the Corporation is
acquired by (a) a trustee or other fiduciary holding securities under one
or more employee benefit plans maintained by the Corporation or any of its
affiliates, or (b) any person that, immediately prior to such acquisition,
is owned directly or indirectly by the stockholders of the Corporation in
approximately the same proportion as their ownership of stock in the
Corporation 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 without
your written consent, provided that you comply with a reasonable Good Reason
process providing the Corporation with an opportunity to cure the alleged Good
Reason: (a) a material reduction in your base salary and/or target bonus
other than in connection with a Corporation-wide reduction in executive
compensation, (b) a material reduction in your benefits, other than in
connection with a Corporation-wide reduction in executive benefits, (c) a
material and significant reduction in your authority, title and/or duties
without Sufficient Basis, (d) a requirement that you relocate more than
thirty-five (35) miles from your then-current office location. Notwithstanding
the foregoing sentence, your receipt of less bonus or no bonus as a result of
not meeting the relevant goals for a bonus is not a Good Reason.


 


(d)                                  “Incumbent Directors” shall mean members of the Board
who 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 least
a majority of the Incumbent Directors at the time of such election or
nomination.


 


(e)                                  “Sufficient Basis” shall mean a reassignment or
reduction in duties as a result of disciplinary action based upon serious
violation of Corporation policy or violation of an agreement between you and
the Corporation.


 


6.                                      CERTAIN ADJUSTMENTS.  In the event of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
event which the Board deems, in its sole discretion, to be similar
circumstances, the Board (or appropriate committee thereof) may make such
adjustments to the number and/or kind of shares of stock or securities subject
to this Award and any other provision of this Award affected by such change, as
the Board may determine in its sole discretion.


 


7.                                      COMPLIANCE WITH LAW.  Under no circumstances shall Shares or other
assets be issued or delivered to you pursuant to the provisions of this Award
Agreement unless, in the opinion of counsel for the Corporation or its
successors, there shall have been compliance with all applicable requirements
of Federal and state securities laws, all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is at the time listed for trading and all other requirements of
law or of any regulatory bodies having jurisdiction over such issuance and
delivery.


 


8.                                      RESTRICTIVE
LEGENDS.  The Shares issued under
your Award shall be endorsed with appropriate legends, if any, determined by
the Corporation.


 

















 


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


 


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


 


11.                               UNSECURED OBLIGATION.  Your
Award is unfunded, and as a holder of vested Award, you shall be considered an
unsecured creditor of the Corporation with respect to the Corporation’s
obligation, if any, to issue Shares pursuant to this Award Agreement.  You shall not have voting or any other
rights as a stockholder of the Corporation with respect to the Shares purchased
pursuant to this Award Agreement until such Shares are issued to you pursuant
to Section 4 of this Award Agreement.  
Upon such issuance, you will obtain full voting and other rights as a
stockholder of the Corporation.  Nothing
contained in this Award Agreement, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind or a
fiduciary relationship between you and the Corporation or any other person.


 


12.                               WITHHOLDING OBLIGATIONS.


 


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


 


(b)                                  Unless the tax withholding obligations of the
Corporation and/or any Subsidiary are satisfied, the Corporation shall have no
obligation to issue a certificate for such Shares.


 


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


 


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


 

















 


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


 


16.                               MISCELLANEOUS.


 


(a)                                  The
rights and obligations of the Corporation under your Award shall be
transferable by the Corporation to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by the Corporation’s successors and assigns.


 


(b)                                  You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Corporation to carry out the
purposes or intent of your Award.


 


(c)                                  You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award and fully understand all provisions of your Award.


 


(d)                                  This
Award Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.


 


(e)                                  All
obligations of the Corporation under the Plan and this Award Agreement shall be
binding on any successor to the Corporation, whether the existence of such
successor 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 the
Corporation.


 


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


 

















 


Control.  The
Board (or appropriate committee thereof) shall have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Board (or appropriate committee
thereof) shall be final and binding upon you, the Corporation, and all other
interested persons. No member of the Board or committee of the Board shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Award Agreement.


 


18.                               EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.  The value of the Delayed Issuance
Stock Issuance Award subject to this Award Agreement shall not be included as
compensation, earnings, salaries, or other similar terms used when calculating
the Employee’s benefits under any employee benefit plan sponsored by the
Corporation or any Subsidiary except as such plan otherwise expressly provides.
The Corporation expressly reserves its rights to amend, modify, or terminate
any 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 without
resort to that State’s conflict-of-laws rules.


 


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


 


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


 


 


	
   

  	
  WEBSENSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 

















 


	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 

















 


WEBSENSE, INC.


 


DELAYED ISSUANCE STOCK ISSUANCE AWARD
ELECTION 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 DAYS
OF THE DATE OF GRANT AS INDICATED ON YOUR DELAYED ISSUANCE STOCK ISSUANCE AWARD
GRANT NOTICE (THE “GRANT NOTICE”).  IF THE FIRST VESTING DATE OCCURS NO
SOONER THAN 12 MONTHS FOLLOWING THE DATE OF GRANT AND IF, WITHIN THE 30-DAY
PERIOD 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 THAT
YOU ELECT.  IN ADDITION, ANY SHARES
SUBJECT TO THE AWARD THAT WOULD OTHERWISE VEST WITHIN THE 12-MONTH PERIOD
FOLLOWING THE DATE OF SUCH ELECTION SHALL INSTEAD VEST ON THE DATE THAT IS 12
MONTHS FOLLOWING THE DATE OF YOUR ELECTION TO DEFER.


 


Defined terms not explicitly defined in this
Election Agreement but defined in the Plan, your Delayed Issuance Stock
Issuance Award Agreement or your Grant Notice shall have the same definitions
as in such documents.


 


	
  Name:

  	
  SS #:

  



 


 


INSTRUCTIONS


 


In making this election,
the following rules apply:


 


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


 


•                  This Election
Agreement is irrevocable.


 

















 


DEFERRAL ELECTION


 


I hereby irrevocably elect to defer receipt of the Shares associated
with the above-referenced Delayed Issuance Stock Issuance Award until the
following date(s) and in the following increment(s).  I acknowledge that only vested Shares will be
issued to me and that the Settlement Date may occur after vesting.   (CHOOSE ONE
ALTERNATIVE BELOW)


 


ALTERNATIVE #1 (ON VESTING DATE):


 


 ̈                      I
elect to have my vested Shares issued to me on the vesting date(s) indicated on
my 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):


 


 ̈            days
following my termination of Service


 ̈            Upon
the earlier of a Change in Control or        days
following 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 Settlement
Date is elected, then the issuance of vested Shares will occur upon the vesting
date(s) indicated on your Grant Notice.


•                  Notwithstanding
any provision in this Election Form or your Grant Notice, Award Agreement
or the Plan to the contrary, the issuance of the vested Shares shall be made in
a manner that complies with the requirements of Code Section 409A, which
may include, without limitation, deferring the payment of such benefit for six (6) months
after your termination of Service, provided however, that nothing in this
paragraph shall require the payment of benefits to you earlier than they
would otherwise be payable under the Award.


•                  If a calendar
year only is elected, but not a specific day or month, then the issuance of the
vested Shares will occur upon the earliest date in the calendar year when you
may sell the shares on the open market without violating the Corporation’s
insider 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 in
this Election Agreement will be transferred to you on or as soon as practicable
after such Settlement Date.


 

















 


Terms and
Conditions


 


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


 


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


 


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


 


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


 


4.                         Bookkeeping Account.  The Corporation will establish a bookkeeping
account to reflect the number of Shares that you acquired pursuant to your
Delayed Issuance Stock Issuance Award and the Fair Market Value of such Shares
that 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 Stock
Issuance Award shall be issued to you as of the applicable Settlement Dates (or
such earlier date payment is to be made pursuant to this Election Agreement)
and shall be registered in your name. Subject to the withholding requirements
outlined above, Certificates representing the unrestricted Shares will be
delivered to you as soon as practicable after the Settlement Date.


 


6.                           Change in Control.  As
used in this Election Agreement, “Change in Control” shall have the meaning
contained in the Award Agreement; provided
however, that a distribution upon a Change in Control shall only
occur if such distribution complies with the distribution requirements of Code Section 409A
and the regulations promulgated thereunder.


 


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


 


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


 


 


	
  EMPLOYEE

  	
   

  	
  WEBSENSE, INC.

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: