**Exhibit10.1**

** **

**WEBSENSE, INC.**

**DELAYED ISSUANCE STOCK ISSUANCE AWARD AGREEMENT**

Pursuantto the Delayed Issuance Stock Issuance Award Grant Notice (“***Grant Notice***”) and this DelayedIssuance Stock 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 Common Stock (the “***Shares***”)as indicated in the Grant Notice (collectively, the “***Award***”).  Defined terms not explicitly defined in thisAward Agreement but defined in the Plan shall have the same definitions as inthe Plan.

The details of your Award are as follows.

**1.             CONSIDERATION.  **Consideration for this Award is satisfied by your services to theCorporation.

**2.             VESTING**.  Subjectto the limitations contained herein, your Award shall vest as provided in theGrant Notice, provided that vesting shall cease upon the termination of yourService.  Any Shares covered bythis Award Agreement that have not vested shall be forfeited upon the termination of your Service.

**3.             DIVIDENDS. **You shallbe entitled to receive cash payments equal to any cash dividends and otherdistributions paid with respect to a corresponding number of Shares covered byyour Award, provided that if any such dividends or distributions are paid inShares, the Fair Market Value of such Shares shall be converted into additionalShares covered by the Award, and further provided that such additional Sharesshall be subject to the same forfeiture restrictions and restrictions ontransferability as 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 vesting date ordates provided in your Grant Notice. Notwithstanding the foregoing, in the event that the Company determinesthat a sale of shares of Company stock by you on the date the shares subject tothe award are scheduled to be delivered to you (the ***“OriginalDistribution Date”***) would violate the Company’s policy regardinginsider trading of the Company’s stock, as determined by the Company inaccordance with such policy, then such shares shall not be delivered on suchOriginal Distribution Date and shall instead be delivered as soon aspracticable following the next date you could sell such shares pursuant to suchpolicy; provided, however, that in no event shall the delivery of the shares bedelayed pursuant to this provision beyond the later of: (1) December 31st ofthe same calendar year of the Original Distribution Date, or (2) the 15th dayof the third calendar month following the Original Distribution Date.

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**5.             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.

**6.            ****COMPLIANCEWITH LAW.**  Under nocircumstances shall Shares or other assets be issued or delivered to youpursuant to the provisions of this Award Agreement unless, in the opinion ofcounsel for the Corporation or its successors, there shall have been compliancewith all applicable requirements of Federal and state securities laws, allapplicable listing requirements of any stock exchange (or the Nasdaq NationalMarket, if applicable) on which the Common Stock is at the time listed fortrading and all other requirements of law or of any regulatory bodies havingjurisdiction over such issuance and delivery.

**7.             RESTRICTIVELEGENDS.**  TheShares issued under your Award shall be endorsed with appropriate legends, ifany, determined by the Corporation.

**8.             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.

**9.            ****AT WILLEMPLOYMENT.**  Nothing in thisAward Agreement or in the Plan shall confer upon you any right to continue inService for any period of specific duration or interfere with or otherwiserestrict in any way your rights, or the rights of the Corporation (or anyParent or Subsidiary employing or retaining you), which rights are herebyexpressly reserved by each, to terminate your Service at any time for anyreason, with or without cause.

**10.          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.

**11.          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 

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to satisfy the federal, state,local and foreign tax withholding obligations of the Corporation or aSubsidiary, if any, which arise in connection with your Award.

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

**12.          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) days advance written notice under this paragraph to all other parties tothis Award Agreement.

**13.          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 thisAward Agreement.

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

**15.          MISCELLANEOUS**.

**(a)          **The rights andobligations of the Corporation under your Award shall be transferable by theCorporation to any one or more persons or entities, and all covenants andagreements hereunder shall inure to the benefit of, and be enforceable by theCorporation’s successors and assigns. This Award Agreement shall terminate automatically, and all the Sharessubject to the Award shall immediately vest in full, in the event of anyCorporate Transaction, except to the extent your Award is assigned to thesuccessor corporation (or parent thereof) in connection with such CorporateTransaction.

**(b)          **You agree uponrequest to execute any further documents or instruments necessary or desirablein the sole determination of the Corporation to carry out the purposes orintent of your Award.

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**(c)          **You acknowledge andagree that you have reviewed your Award in its entirety, have had anopportunity to obtain the advice of counsel prior to executing and acceptingyour Award and fully understand all provisions of your Award.

**(d)          **This AwardAgreement shall be subject to all applicable laws, rules, and regulations, andto such approvals by any governmental agencies or national securities exchangesas may be required.

**(e)          **All obligations ofthe Corporation under the Plan and this Award Agreement shall be binding on anysuccessor to the Corporation, whether the existence of such successor is theresult of a direct or indirect purchase, merger, consolidation, or otherwise,of all or substantially all of the business and/or assets of the Corporation.

**16.          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 to timebe 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 any distributionof Shares under your Award.  TheBoard (or appropriate committee thereof) shall have the power to interpret thePlan and this Award Agreement and to adopt such rules for the administration,interpretation, and application of the Plan as are consistent therewith and tointerpret or revoke any such rules. All actions taken and all interpretationsand determinations made by the Board (or appropriate committee thereof) shallbe 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 forany action, determination, or interpretation made in good faith with respect tothe Plan or this Award Agreement.

**17.         ****EFFECT ONOTHER EMPLOYEE BENEFIT PLANS. **Thevalue of the Delayed Issuance Stock Issuance Award subject to this AwardAgreement shall not be included as compensation, earnings, salaries, or othersimilar terms used when calculating the Employee’s benefits under any employeebenefit plan sponsored by the Corporation or any Subsidiary except as such planotherwise expressly provides. The Corporation expressly reserves its rights toamend, modify, or terminate any of the Corporation’s or any Subsidiary’semployee benefit plans.

**18.         ****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.

**19.         ****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. AnySection of this Award Agreement (or part of such a Section) so declared to beunlawful or invalid shall, if possible, be construed in a manner which willgive effect to the terms 

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of such Section or part of a Section to the fullestextent possible while remaining lawful and valid.

IN WITNESSWHEREOF, the parties have executed and delivered this Award Agreement effectiveas of the day and set forth below.

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

 

 

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**WEBSENSE, INC. DELAYED ISSUANCE STOCK ISSUANCE AWARD GRANT NOTICE(2000 STOCK INCENTIVE PLAN)**

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Websense, Inc. (the “***Corporation***”), pursuant to its 2000 Stock Incentive Planof Websense, Inc. (the “***Plan***”),hereby awards to Employee a right to purchase the number of shares of CommonStock (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 and the Plan, both of which are attached hereto andincorporated herein in their entirety.
| Employee:                          |   |                        |
|------------------------------------|--------|-----------------------------|
| Date of Grant:                     |   |                        |
| Number of Shares subject to Award: |   |                        |
| Consideration:                     |   | Participant’s Services |

** **

**VestingSchedule**:                                           TheShares subject to this Award will vest in accordance with the followingschedule:

**AdditionalTerms/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 theDate of Grant, this Grant Notice, the Award Agreement and the Plan set forththe entire understanding between Employee and the Corporation regarding theacquisition of Shares and supersede all prior oral and written agreements onthat subject with the exception of (i) awards previously granted and deliveredto Employee under the Plan, and (ii) the following agreements only:
| **OTHER AGREEMENTS:** |   |   |
|-----------------------|--------|--------|

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

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

 

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**Attachment IAward Agreement**

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**Attachment II2000 Stock Incentive Plan of Websense, Inc.**

 

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