# **EXHIBIT10.2**

**GLOBALSCAPE,INC.**

**NON-QUALIFIEDSTOCK OPTION AGREEMENT**

ThisNon-Qualified Stock Option Agreement (the “Agreement”) is entered into betweenGLOBALSCAPE, Inc., a Delaware corporation (the “Company”), and                (the “Optionee”) as of the                   dayof        ,                    (the “Date of Grant”).  In considerationof the mutual promises and covenants made herein, the parties hereby agree asfollows:

**1.             Grant ofOption.**  Under theterms and conditions of the Company’s 2000 Stock Option Plan (the “Plan”),which is incorporated herein by reference, the Company grants to the Optioneean option (the “Option”) to purchase from the Company all or any part of atotal of                        shares of the Company’s Common Stock, par value $0.001 per share (the “Stock”),at a price of $               per share.

**2.             Characterof Option.**  It isintended that the Option shall not be an “incentive stock option” within themeaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

**3.             Term.**  The Option will expire on the day prior tothe tenth anniversary of the Date of Grant or, in the event of the Optionee’stermination of service as an employee, director, or advisor of the Company, onsuch earlier date as may be provided in the Plan.

**4.             Vesting;Exercisability.**  TheOption is fully vested on the Date of Grant. The right of the Optionee toexercise the option as to such unexercised portion shall continue for theentire term.

**5.             Procedurefor Exercise.**  Exerciseof the Option or a portion thereof shall be effected by the giving of writtennotice to the Company by the Optionee in accordance with the Plan and paymentof the purchase price prescribed in Section 1 above for the shares to beacquired pursuant to the exercise.

**6.             Paymentof Purchase Price.** Payment of the purchase price for any shares of the Stock purchasedpursuant to the Option shall be in accordance with the provisions of the Planand this Agreement.

**7.             NetExercise. **In lieu ofexercising this Option for cash, the Optionee may elect to receive shares equalto the value of this Option (or the portion thereof being exercised) bysurrender of this Option at the principal office of the Company together withnotice of such election (a “Net Exercise”). An Optionee who Net Exercises shall have issued the number of Sharescomputed using the following formula:

| X = | Y (A - B) |
|-----|-----------|
| A   |

Where:
| X =    |   | The number of Shares to be issued to the Optionee.                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                      |
| Y =    |   | The number of Shares purchasable under this Option  or, if only a portion of the Option is being exercised, the portion of the  Option being cancelled (at the date of such calculation). |
|   |   |                                                                                                                                                                                      |
| A =    |   | The Fair Market Value of one (1) share (at the date  of such calculation).                                                                                                                |
|   |   |                                                                                                                                                                                      |
| B =    |   | The Exercise Price (as adjusted to the date of such  calculation).                                                                                                                        |

 

For the purposesof this Option, the “Fair Market Value” shall mean the average of the closingsale prices per share of Common Stock for the 30 consecutive trading daysending two business days prior to the date of exercise as reported on the OTCBulletin Board or, if the stock becomes traded on a national securitiesexchange or transactions in the Common Stock are quoted on the Nasdaq NationalMarket System, as reported on such exchange or on the Nasdaq National MarketSystem, as determined by the Committee.

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**8.             Transferof Options.**  The Optionmay not be transferred except (i) by will or the laws of descent anddistribution or (ii) pursuant to the terms of a qualified domesticrelations order, as defined by the Code or Title I of the Employee RetirementIncome Security Act of 1974, as amended, and, during the lifetime of theOptionee, may be exercised only by the Optionee or by the Optionee’s legallyauthorized representative.

**9.             ContinuousRelationship with the Company Required.**  Except as otherwise provided in this Section9, this Option may not be exercised unless the Optionee, at the time he orshe exercises this Option, is, and has been at all times since the Date ofGrant of this Option, a director of the Company or any parent or subsidiary ofthe Company as defined in Section 424(e) or (f) of the Code (“EligibleParticipant”).

Unlessotherwise provided in this Agreement or any severance agreement, vested Optionsgranted under the Plan shall expire, terminate or otherwise be forfeited asfollows:

(i)            twelve (12) months after the date ofdeath as further provided in the Plan;

(ii)           twelve (12) months after the date ofPermanent Disability as further provided in the Plan; and

(iii)          immediately if no longer an EligibleParticipant.

**10.          Acceptanceof the Plan.**  TheOption is granted subject to all of the applicable terms and provisions of thePlan, and such terms and provisions are incorporated by reference herein.  The Optionee hereby accepts and agrees to bebound by all the terms and conditions of the Plan.

# **11.         **NoShareholder Rights.**  Prior to exercise of this Option, theOptionee shall not be entitled to any rights of a shareholder with respect tothe Stock, including (without limitation) the right to vote such Stock, receivedividends or other distributions thereon, exercise preemptive rights or benotified of shareholder meetings, and, except as otherwise provided in this Option,such Optionee shall not be entitled to any shareholder notice or othercommunication concerning the business or affairs of the Company.  Optionee further agrees that the Company’sobligations to issue shares is subject to Optionee’s prior execution of ashareholder’s agreement containing such restrictions deemed necessary andappropriate by the Board.**

**12.          GoverningLaw; Venue**.  The lawsof the State of Texas, excluding its conflicts laws, shall govern thisAgreement the rights and obligations of the parties hereto, the entirerelationship between the parties hereto, and all matters arising out of orrelating to this Agreement.  ANY LAWSUITOR OTHER LEGAL PROCEEDING BETWEEN THE PARTIES SHALL BE BROUGHT ONLY IN THE CIVILDISTRICT COURTS OF BEXAR COUNTY, TEXAS, OR THE UNITED STATES DISTRICT COURT FORTHE WESTERN DISTRICT OF TEXAS, SAN ANTONIO DIVISION.  THE PARTIES HEREBY CONSENT TO THE PERSONALAND EXCLUSIVE JURISDICTION AND VENUE OF THIS COURT.

**13.          Amendment.**  This Agreement may be amended by aninstrument in writing signed by both the Company and the Optionee.

**14.          Successorsand Assigns**.  The termsand provisions of this Option shall inure to the benefit of, and be bindingupon, the Company and the holders hereof and their respective successors andassigns.

**15.          Survivalof Provisions**.  In theevent the Option granted hereunder is exercised by Optionee in whole or inpart, the representations, warranties, covenants and agreements of Optioneeunder this Option shall survive such exercise and purchase of the Shares.

# **16.         **Notices.  **All notices and othercommunications given or made pursuant hereto shall be in writing and shall bedeemed effectively given:  (a) uponpersonal delivery to the party to be notified, (b) when sent by confirmedelectronic mail or facsimile if sent during normal business hours of therecipient, 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 receiptrequested, postage prepaid, or (d) one (1) day after deposit with a nationallyrecognized overnight courier, specifying next day delivery, with writtenverification of receipt.  Allcommunications shall**

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# **be sentto the respective parties at the following addresses (or at such otheraddresses as shall be specified by notice given in accordance with this Section16):**

| 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 Optionee:    | At the addresses shown on the signature pages  hereto.                                                                                |

**[REMAINDEROF PAGE INTENTIONALLY BLANK]**

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This Non-Qualified Stock Option Agreement is executed to be effectiveas of the Date of Grant.
|   | GLOBALSCAPE, INC.                     |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   |
|   |                                  |   |
|   | Charles R. Poole, President & CEO |

 

Optionee acknowledgesreceipt of a copy of the Plan (including all amendments to date) and representsthat he/she is familiar with the terms and provisions thereof, and herebyaccepts this Option subject to all of the terms and provisions thereof.  Optionee has reviewed the Plan and thisOption in their entirety and fully understands all provisions of theOption.  Optionee hereby agrees to acceptas binding, conclusive and final all decisions or interpretations of theCommittee (as defined in the Plan) upon any questions arising under the Plan.

Optionee furtheragrees to notify the Company upon any change in the residence address indicatedbelow.
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|   |     |
|   | Address: |
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