# **Exhibit 10.2**

**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 of Option.**  Under the terms and conditions of the Company’s2000 Stock Option Plan (the “Plan”), which is incorporated herein by reference,the Company grants to the Optionee an option (the “Option”) to purchase fromthe Company all or any part of a total of                shares of the Company’s Common Stock, par value $0.001 per share (the “Stock”),at a price of $              per share.

**2.****             Character of Option.**  It is intended that the Option shall not bean “incentive stock option” within the meaning of Section 422 of the InternalRevenue Code of 1986, as amended (the “Code”).

**3.****             Term.** The Option will expire on the day prior to the tenth anniversary of theDate of Grant or, in the event of the Optionee’s termination of service as anemployee, director, or advisor of the Company, on such earlier date as may beprovided in the Plan.

**4.****             Vesting; Exercisability.**  The Option is fully vested on the Date ofGrant. The right of the Optionee to exercise the option as to such unexercisedportion shall continue for the entire term.

**5.****             Procedure for Exercise.**  Exercise of the Option or a portion thereofshall be effected by the giving of written notice to the Company by theOptionee in accordance with the Plan and payment of the purchase priceprescribed in Section 1 above for the shares to be acquired pursuant to theexercise.

**6.****             Payment of Purchase Price.**  Payment of the purchase price for anyshares  of the Stock purchased pursuantto the Option shall be in accordance with the provisions of the Plan and thisAgreement.

**7.****             NetExercise. **In lieu of exercising thisOption for cash, the Optionee may elect to receive shares equal to the value ofthis Option (or the portion thereof being exercised) by surrender of thisOption at the principal office of the Company together with notice of suchelection (a “Net Exercise”).  An Optioneewho Net Exercises shall have issued the number of Shares computed using thefollowing formula:
|   |  Y (A - B) |   |
|--------|-----------------|--------|
|   | X =             | A      |   |
|        |                 |        |  |

 

Where:

X =                             Thenumber of Shares to be issued to the Optionee.

Y =                              Thenumber of Shares purchasable under this Option or, if only a portion of theOption is being exercised, the portion of the Option being cancelled (at thedate of such calculation).

A =                            TheFair Market Value of one (1) share (at the date of such calculation).

B =                              TheExercise 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.****             Transfer of Options.**  The Option may not be transferred except (i)by will or the laws of descent and distribution or (ii) pursuant to theterms of a qualified domestic relations order, as defined by the Code or TitleI of the Employee Retirement Income Security Act of 1974, as amended, and,during the lifetime of the Optionee, may be exercised only by the Optionee orby the Optionee’s legally authorized representative.

**9.****             Continuous Relationship with the CompanyRequired.**  Except as otherwiseprovided in this Section 9, this Option may not be exercised unless theOptionee, at the time he or she exercises this Option, is, and has been at alltimes since the Date of Grant of this Option, a director of the Company or anyparent or subsidiary of the Company as defined in Section 424(e) or (f) of theCode (“Eligible Participant”).

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) monthsafter the date of death as further provided in the Plan;

(ii)           twelve (12) monthsafter the date of Permanent Disability as further provided in the Plan; and

(iii)          immediately if no longeran Eligible Participant.

**10.****          Acceptance of the Plan.**  The Option is granted subject to all of theapplicable terms and provisions of the Plan, and such terms and provisions areincorporated by reference herein.  TheOptionee hereby accepts and agrees to be bound by all the terms and conditionsof the Plan.

# **11.****        **NoShareholder Rights.  **Prior toexercise of this Option, the Optionee shall not be entitled to any rights of ashareholder with respect to the Stock, including (without limitation) the rightto vote such Stock, receive dividends or other distributions thereon, exercisepreemptive rights or be notified of shareholder meetings, and, except asotherwise provided in this Option, such Optionee shall not be entitled to anyshareholder notice or other communication concerning the business or affairs ofthe Company.  Optionee further agreesthat the Company’s obligations to issue shares is subject to Optionee’s priorexecution of a shareholder’s agreement containing such restrictions deemednecessary and appropriate by the Board.**

**12.****          GoverningLaw; Venue**.  The laws of the State ofTexas, excluding its conflicts laws, shall govern this Agreement the rights andobligations of the parties hereto, the entire relationship between the partieshereto, and all matters arising out of or relating to this Agreement.  ANY LAWSUIT OR OTHER LEGAL PROCEEDING BETWEENTHE PARTIES SHALL BE BROUGHT ONLY IN THE CIVIL DISTRICT COURTS OF BEXAR COUNTY,TEXAS, OR THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS,SAN ANTONIO DIVISION.  THE PARTIES HEREBYCONSENT TO THE PERSONAL AND 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 terms and provisionsof this Option shall inure to the benefit of, and be binding upon, the Companyand the holders hereof and their respective successors and assigns.

**15.****          Survivalof Provisions**.  In the event theOption granted hereunder is exercised by Optionee in whole or in part, therepresentations, warranties, covenants and agreements of Optionee under thisOption 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 written verificationof receipt.  All communications shall**

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# **be sent to the respective partiesat the following addresses (or at such other addresses as shall be specified bynotice given in accordance with this Section 16):**

| 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. |

 

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This Non-QualifiedStock Option Agreement is executed to be effective as 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. Optioneehas reviewed the Plan and this Option in their entirety and fully understandsall provisions of the Option. Optionee hereby agrees to accept as binding,conclusive and final all decisions or interpretations of the Committee (asdefined in the Plan) upon any questions arising under the Plan.

Optionee further agreesto notify the Company upon any change in the residence address indicated below.

 
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