GLOBALSCAPE, INC









EXHIBIT

10.14




 




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 14th day of December, 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 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:




 




	

  Plan 


  Shares


  Vested


  	

   


  	

  Period


  
	

  125,000


  	

   


  	

  Upon the

  date of the approval of your business plan for the Company by the Company’s

  Board of Directors


  
	

  125,000


  	

   


  	

  Upon the

  date that you have completed the recruitment of two independent members for

  the Company’s Board of Directors, which shall be the date of the second

  independent members’ election to the Board of Directors.


  





 




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 NUMBER]


  	

   


  
	

   


  	

  Social

  Security Number of Optionee:


  
						





 




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