**Exhibit 10.1**

 

GLOBALSCAPE, INC.

 

Nonstatutory Stock Option AgreementGranted Under 2006 Non-Employee Directors Long-Term Equity Incentive Plan

 

1.             Grant of Option.

 

This agreementevidences the grant by GlobalSCAPE, Inc., a Delaware corporation (the “Company”),on [date of grant] (“Date of Grant”) to [director name], a director of theCompany (the “Participant”), of an option (“Option”) to purchase, in whole orin part, on the terms provided herein and in the Company’s 2006 Non-EmployeeDirectors Long-Term Equity Incentive Plan (the “Plan”), a total of [insertnumber of shares] shares (the “Shares”) of common stock, par value $0.001 pershare, of the Company (“Common Stock”) at $[insert price per share] per Share.Unless earlier terminated, this option shall expire on [ten years from date ofgrant] (the “Final Exercise Date”). Except as otherwise defined in thisAgreement, capitalized terms used herein shall have the meaning set forth inthe Plan.

 

It is intendedthat the option evidenced by this agreement shall not be an incentive stockoption as defined in Section 422 of the Internal Revenue Code of 1986, asamended and any regulations promulgated thereunder (the “Code”). Except asotherwise 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 thisoption validly under its terms.

 

2.             Vesting Schedule.

 

Subject to any provisions of the Planconcerning exercisability and vesting of options, the Option shall vest accordingto 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 carriedover to a subsequent period or periods, and the right of the Participant toexercise the option as to such unexercised portion shall continue for theentire term.

 

The right ofexercise shall be cumulative so that to the extent the option is not exercisedin any period to the maximum extent permissible it shall continue to beexercisable, in whole or in part, with respect to all shares for which it isvested until the earlier of the Final Exercise Date or the termination of thisoption under Section 3 hereof or the Plan.

 

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3.             Exercise of Option.

 

(a)           Form of Exercise.Each election to exercise this Option shall be in writing, signed by theParticipant, and received by the Company at its principal office, accompaniedby this agreement, and payment in full in the manner provided in the Plan. TheParticipant may purchase less than the number of shares covered hereby,provided that no partial exercise of this option may be for any fractionalshare or for fewer than ten (10) whole shares.

 

(b)           ContinuousRelationship with the Company Required. Except as otherwise provided inthis 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 timessince the date of grant of this option, a director of the Company or any parentor subsidiary of the Company as defined in Section 424(e) or (f) of theCode (an “Eligible Participant”).

 

## (c)           Expirationof Awards.

##  

### Unless otherwise provided in this Agreementor 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 theCompany delivers a notice of termination of a Participant’s Active Status,other than in circumstances covered by (ii), (iii) or (iv) below;

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#### ii.                                       immediately upon termination of a Participant’sActive Status for Misconduct;

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

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

####  

4.             Withholding.

 

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

 

5.             Nontransferability of Option.

 

This Optionmay not be sold, assigned, transferred, pledged or otherwise encumbered by theParticipant, either voluntarily or by operation of law, except by will or thelaws 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 issubject to the provisions of the Plan, a copy of which is furnished to theParticipant with this Option.

 

# 7.             No Shareholder Rights.

#  

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

#  

# 8.             Governing Law; Venue.

#  

The laws ofthe State of Texas, excluding its conflicts laws, shall govern this Agreementthe rights and obligations of the parties hereto, the entire relationshipbetween the parties hereto, and all matters arising out of or relating to thisAgreement. ANY LAWSUIT OR OTHER LEGAL PROCEEDING BETWEEN THE PARTIES SHALL BEBROUGHT ONLY IN THE CIVIL DISTRICT COURTS OF BEXAR COUNTY, TEXAS, OR THE UNITEDSTATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS, SAN ANTONIO DIVISION. THEPARTIES HEREBY CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OFTHIS COURT.

 

# 9.             Amendment.

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This Agreementmay be amended by an instrument in writing signed by both the Company and theParticipant.

 

# 10.           Successors and Assigns.

#  

The terms andprovisions 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 eventthe Option granted hereunder is exercised by Participant in whole or in part,the representations, warranties, covenants and agreements of Participant underthis Option shall survive such exercise and purchase of the Shares.

 

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# 12.           Notices.

#  

# All notices and other communications given ormade pursuant hereto shall be in writing and shall be deemed effectivelygiven:  (a) upon personal delivery to theparty to be notified, (b) when sent by confirmed electronic mail or facsimileif 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 registeredor certified mail, return receipt requested, postage prepaid, or (d) one (1)day after deposit with a nationally recognized overnight courier, specifyingnext day delivery, with written verification of receipt. All communicationsshall be sent to the respective parties at the following addresses (or at suchother addresses as shall be specified by notice given in accordance with this Section12):

 
| 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 andParticipant 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 thathe or she has read this Option Agreement has received a copy of the 2006Non-Employee Directors Long-Term Equity Incentive Plan (including allamendments 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-EmployeeDirectors Long-Term Equity Incentive Plan.

 
|   | PARTICIPANT:  |
|--------|---------------|
|   |          |
|   |          |
|   | Printed Name: |
|   |          |
|   | Address:      |
|   |          |
|   |          |

 

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