GLOBALSCAPE, INC









EXHIBIT

10.15




 




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 2nd day of August, 2001 (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 Two Hundred and Fifty Thousand (250,000) shares of the Company’s

Common Stock, par value $0.001 per share, at a price of $0.464 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:




 








	

  Percentage


  Vested


  	

   


  	

  Period


  
	

  72,000


  	

   


  	

  The earlier of the date of

  a Company initial public offering or October 16, 2001


  
	

  72,000


  	

   


  	

  The earlier of the first

  anniversary of Company initial public offering or October 16, 2002


  
	

  35,000


  	

   


  	

  October 16, 2001


  
	

  35,000


  	

   


  	

  October 16, 2002


  
	

  36,000


  	

   


  	

  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.




 




2





























 




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:


  	

  August 2, 2001


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Tim

  Nicolaou


  
					





 




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