GLOBALSCAPE, INC









EXHIBIT 10.13




 




GLOBALSCAPE, INC.




INCENTIVE STOCK OPTION AGREEMENT




 




This Incentive

Stock Option Agreement (the “Agreement”) is entered into between

GlobalSCAPE, Inc., a Delaware corporation (the “Company”), and Tim Nicolaou

(the “Optionee”)

as of the 16th day of October, 2000 (the “Date of Grant”).  In consideration of the mutual promises and covenants made

herein, the parties hereby agree as follows:




 




1.             Grant

of Option.  Under the terms and conditions of the

Company’s 2000 Stock Option Plan (the “Plan”), which is incorporated herein by

reference, the Company grants to the Optionee an option (the “Option”)

to purchase from the Company all or any part of a total of Seven Hundred

Thousand (700,000) shares of the Company’s Common Stock, par value $0.001 per

share, at a price of $1.00 per share.




 




2.             Certain

Defined Terms.  The terms “Disability,” “Termination Without

Cause,”  “Termination for Employee’s

Good Cause,” and “Change in Control” shall have the meaning given to them in

that Employment Agreement between Optionee and Company executed November 7,

2000 effective October 16, 2000.




 




3.             Character

of Option.  The Option is an “incentive stock option”

within the meaning of Section 422 of the Internal Revenue Code of 1986, as

amended; provided, however, that to the extent the Option does not qualify as

an incentive option by virtue of exceeding the $100,000 limitation in Section

422(d) of such Code, the Option shall be treated as an option other than an

incentive stock option.




 




4.             Term. 

The Option will expire or terminate on the earlier of the day prior to

the tenth anniversary of the Date of Grant or, in the event of the Optionee’s

termination of service as an employee, director, or advisor of the Company, on

the last day of the exercise period set forth in Section 5.




 




5.             Vesting;

Exercisability.  Subject to any provisions of the Plan

concerning exercisability and vesting of options, the Option shall vest

according to the following schedule:




 




	

  Plan

  


  Shares 


  Vested


  	

   


  	

  Period


  
	

  200,000


  	

   


  	

  The earlier of the date

  of a Company initial public offering or October 16, 2001


  
	

  200,000


  	

   


  	

  The earlier of the

  first anniversary of a Company initial public offering or October 16, 2002


  
	

  100,000


  	

   


  	

  October 16, 2001


  
	

  100,000


  	

   


  	

  October 16, 2002


  
	

  100,000


  	

   


  	

  October 16, 2003


  





 






















1













 




The unvested portion of

the Option shall vest immediately upon Optionee’s death, Disability,

Termination Without Cause, Termination for Employee’s Good Cause, or a Change

in Control.




 




The exercise period for

any portion of this Option that does not qualify as an incentive option under

Section 422 of the Code (as determined as of the vesting date), whether vested

prior to or on the date of death, Disability, Termination Without Cause,

Termination for Employee’s Good Cause, or a Change in Control, shall be six

months from the date of such event if such event occurs on or before October

16, 2001, nine months from the date of such event if such event occurs after

October 16, 2001 and before October 16, 2002, and twelve months from the date

of such event if such event occurs on or after October 16, 2002.  The exercise period for any Option that is

an Incentive Stock Option shall be the maximum time permitted by the Plan.




 




The unexercised portion

of the Option from one period may be carried over to a subsequent period or

periods, and the right of the Optionee to exercise the option as to such

unexercised portion shall continue for the entire term.




 




6.             Procedure

for Exercise.  Exercise of the Option or a portion thereof

shall be effected by the giving of written notice to the Company by the

Optionee in accordance with the Plan and payment of the purchase price

prescribed in Section 1 above for the shares to be acquired pursuant to the

exercise.




 




7.             Payment

of Purchase Price.  Payment of the purchase price for any shares

purchased pursuant to the Option shall be in accordance with the provisions of

the Plan.




 




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 the terms

of a qualified domestic relations order, as defined by the Code or Title I 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 or by the

Optionee’s legally authorized representative.




 




9.             Acceptance

of the Plan.  The Option is granted subject to all of the

applicable terms and provisions of the Plan, and such terms and provisions are

incorporated by reference herein.  The

Optionee hereby accepts and agrees to be bound by all the terms and conditions

of the Plan.




 




10.          Amendment. 

This Agreement may be amended by an instrument in writing signed by both

the Company and the Optionee.




 




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11.          Miscellaneous. 

This Agreement will be construed and enforced in accordance with the

laws of the State of Texas and will be binding upon and inure to the benefit of

any successor or assign of the Company and any executor, administrator,

trustee, guarantor or other legal representative of the Optionee.




 




Executed to be effective

as of the date set forth above.




 




	

   


  	

  GLOBALSCAPE,

  INC.


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Arthur L. Smith


  	

   


  
	

   


  	

  Name:


  	

  Arthur L. Smith


  	

   


  
	

   


  	

  Its:  


  	

  Chairman of the Board

  of Directors


  
	

   


  	

  Date:  


  	

  2-13-01


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  /s/ Tim Nicolaou


  	

   


  
	

   


  	

  Tim

  Nicolaou


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  [Social Security No]


  	

   


  
	

   


  	

  Social Security Number of Optionee:


  	

   


  
						





 




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