EXHIBIT 10









EXHIBIT 10.16




 




EMPLOYMENT AGREEMENT




 




This Employment

Agreement (“Agreement”), executed this 5 day of December  2001 to be effective as of January 1, 2002,

is between GlobalSCAPE, Inc., a Delaware corporation (the “Employer”), and Sandra

Poole-Christal (“Employee”).




 




R E C I

T A L S:




 




A.                                   The

Employer and Employee entered into an Executive Employment Agreement dated

effective January 1, 1998 for a period of three years.




 




B.                                     The

Employer decided not to renew the Executive Employment Agreement, and has given

notice to Employee that the Executive Employment Agreement will not renew and

will therefore terminate effective December 31, 2001.




 




C.                                     The

Employer and Employee have agreed to enter into a new employment agreement for

a one-year term on the terms and conditions herein provided.




 




D.                                    The

Employer considers the maintenance of a sound management team, including

Employee, essential to protecting and enhancing its best interests and those of

its stockholders.




 




E.                                      Employee

will be an officer of the Employer and Employee will be a member of Employer’s

management team.




 




NOW, THEREFORE, in

consideration of Employee’s future employment with Employer and other good and

valuable consideration, the parties agree as follows:




 




Section

1.              Employment.  The Employer hereby employs Employee, and

Employee hereby accepts employment, upon the terms and subject to the

conditions stated in this Agreement.




 




Section

2.              Duties.  Employee shall be employed as President and

Chief Operating Officer of the Employer, or such other positions with Employer

to which she may be appointed by Chief Executive Officer (the “CEO”)

or the Board of Directors of the Employer (the “Board”).  Employer may require Employee from time to

time to provide assistance or services to, or act as an officer or director

of  Employer’s subsidiaries or other

affiliates. Employee shall perform such services and, if elected as a director

or officer of any such company, shall hold such office (and discharge its

duties) without additional compensation other than the compensation set forth

in this Agreement.  Employee agrees to

devote her full work time and best efforts to the performance of the duties as

an Employee 




 




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of Employer and to the performance of such other duties as assigned her

from time to time by the Chief Executive Officer or the Board.




 




Section 3.              Term.  The initial term of employment of Employee

hereunder shall continue for one year, from January 1, 2002 (“Employment

Date”) until December 31, 2002, unless earlier terminated pursuant

to Section 6 herein.




 




Section 4.              Compensation and Benefits.  In consideration for the services of

Employee hereunder, the Employer shall compensate Employee as follows:




 




(a)  Weekly Base Salary.  Until the termination of Employee’s

employment hereunder, Employer shall pay Employee a base salary at a weekly

rate of at least $2403.84 (“Weekly Base Salary”), payable in accordance

with the regular payroll practices of the Employer for executives, less such

deductions or amounts as are required to be deducted or withheld by applicable

laws or regulations and less such other deductions or amounts, if any, as are

authorized by Employee.  The Weekly Base

Salary may not be decreased at any time during the term of Employee’s

employment hereunder.  Any increase in

Weekly Base Salary shall be in the sole discretion of Employer.




 




(b)  Executive

Bonus Plan.  Employee shall

be eligible to receive from the Employer such management incentive bonuses as

may be provided in management incentive bonus plans adopted from time to time

by Employer.




 




c) 

Vacation. 

Employee shall be entitled time off in accordance with the Employee’s

vacation and absence policy, as it may be modified from time to time during

Employee’s employment hereunder, provided that Employee will have no less than

three (3) weeks of paid vacation during the term of this Agreement.




 




(d) 

Life Insurance Benefits.  Employer shall pay the premiums allocable to a term life

insurance policy in the face amount of $125,000 covering Employee as the named

insured, subject to Employee’s passing a standard physical examination in order

to permit issuance of the policy at standard (non-rated) premiums and

satisfaction of any other standard underwriting requirements.  Employee shall be the owner of such policy

and shall have the right to designate the beneficiary of the policy

proceeds.  Employee shall be liable for

income taxes with respect to premium amounts includable in Employee’s taxable

income.




 




(e)  Group Insurance Benefits.  Employee shall be entitled to participate in

the Employer’s group health, life and disability programs as are made available

to the Employer’s  other executives and officers and the Employee’s

participation in such programs shall be at the same rates which are available

to the Employer’s other executives and officers.




 




(f)  Savings Plans. 

Employee shall be entitled to participate in Employer’s

401(k) plan, or other retirement or savings plans as are made available to the

Employer’s other executives and officers on the same terms which are available

to the Employer’s other executives and officers.




 




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Section

5.              Expenses.  The parties anticipate that in connection

with the services to be performed by Employee pursuant to the terms of this

Agreement, Employee will be required to make payments for travel, entertainment

of business associates and similar expenses. 

Employer shall reimburse Employee for all appropriate and reasonable

expenses authorized by Employer and incurred by Employee in the performance of

her duties hereunder.  Employee shall

comply with such budget limitations and approval and reporting requirements

with respect to expenses as Employer may establish from time to time.




 




Section 6.              Termination.




 




(a)           General. 

Employee’s employment hereunder shall commence on the Employment Date

and continue until the end of the term specified in Section 3,

except that the employment of Employee hereunder shall terminate prior to such

time in accordance with the following:




 




(i)            Death or Disability.  Upon the death of Employee during the term

of her employment hereunder or, at the option of Employer, in the event of

Employee’s Disability, upon 30 days’ notice to Employee.  “Disability” with respect to an Employee

shall be deemed to exist if the Employee meets the definition of either

“disabled” or “disability” under the terms of the Employer’s long-term

disability benefit program (including the definitions for total or partial

disability). Any refusal by Employee to submit to a reasonable medical

examination to determine whether Employee is so disabled shall be deemed to

constitute conclusive evidence of Employee’s disability.




 




(ii)           For Cause.  For “Cause” immediately upon notice by Employer to Employee.  A termination shall be for “Cause” if:




 




(1)                                  Employee

commits fraud, bribery, embezzlement or other material dishonesty with respect

to the business of Employer, or Employer discovers that Employee has committed

any such act in the past with respect to a previous employer; or




 




(2)                                  Employee

commits a felony or any criminal act involving moral turpitude or Employer

discovers that Employee has committed any such act in the past; or




 




(3)                                  Employee

commits a material breach of any of the covenants, representations, terms or

provisions hereof; or




 




(4)                                  Employee

violates any instructions or policies of Employer with respect to the operation

of its business or affairs or Employee fails to obey directions delivered to

Employee by the Employer’s Chief Executive Officer, Board or Chairman of the

Board of Directors; or




 




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(5)                                  Employee

commits or omits to perform any act the performance of which or the omission of

which constitutes substantial failure of Employee to diligently and effectively

perform her duties to Employer or adversely affects or could adversely affect

the Employer’s business reputation; or




 




(6)                                  Employee

uses illegal drugs.




 




(iii)          Without Cause.  Without Cause immediately upon notice by Employer to Employee.




 




(iv)          By the Employee for Good Cause.  Employee may terminate her employment

hereunder for Good Cause upon written notice to Employer setting forth the

nature of such Good Cause in reasonable detail.  “Good Cause” shall mean:




 




 




(1)                                  the

material failure of Employer to provide Employee the Weekly Base Salary

and  benefits in accordance with the

terms of Section 4 herein;




 




(2)                                  a

change in Employer’s job title as specified in Section 2 herein,

provided that Employee terminates her employment within two (2) weeks of such

change in job title;




 




(3)                                  a

“Change in Control” as defined in Section 6 below, provided that

Employee terminates her employment within the time period described in Section

6 below.




 




(b)           Severance Pay.




 




(i)            Termination Upon Death or Disability or For Cause.  Employee shall not be entitled to any

severance pay or other compensation upon termination of her employment pursuant

to Section 6(a)(i) or (ii) except for her then current Weekly Base Salary

accrued but unpaid as of the date of termination, unpaid expense reimbursements

under Section 5 for expenses incurred in accordance with the terms

hereof prior to termination, and compensation for accrued, unused vacation as of

the date of termination (“Accrued Amounts”), and in the event of

termination pursuant to Section 6(a)(i) for Disability, an amount equal to

twenty six (26) times the difference between the Weekly Base Salary in effect

at the time of termination and the weekly benefit to be paid under the

Employer’s long term disability plan. 

This amount shall be paid in a lump sum no later than ten (10) business

days following the date of Employee’s termination.




 




(ii)           Employer’s  Termination without Cause or Employee’s

Termination for Good Cause. 

In the event Employee’s employment hereunder is terminated pursuant to

Section 6(a)(iii) or (iv) prior to the expiration of the term of this

Agreement, Employer shall pay Employee, as consideration for the execution of a

separation and release agreement and in 




 




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lieu of any

further compensation payable hereunder other than Accrued Amounts, a cash

amount equal to fifty-two (52) times Employee’s then current Weekly Base

Salary.  Such separation payment shall

be Employee’s sole remedy in connection with such termination.  The Separation payment shall be made as

specified above without regard to the number of months remaining in the term of

this Agreement, and may be paid, at Employer’s option, either in a lump sum

within ten (10) business days of the Employee’s execution of a separation and

release agreement, or in bi-weekly installments coincident with Employer’s

payroll schedule over a 52 week period beginning with the pay period that first

begins following the Employee’s execution of a separation and release

agreement.




 




(c)           Change in Control.  If a “Change in Control” occurs during

Employee’s employment under this Agreement, and if Employee’s employment is

terminated  “Without Cause” pursuant to

Section 6(a)(iii) above prior to the end of a period of twelve (12) months

beyond the month in which a “Change in Control of the Employer” occurs, or if

Employee voluntarily terminates her employment prior to the end of a period

three (3) months beyond the month in which a Change in Control of the Employer

occurs, Employee shall receive the amount determined pursuant to Section

6(b)(ii) above.  A “Change in Control”

of Employer shall be deemed to have occurred if (i) any “person” or “group” (as

such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act

of 1934, as amended (the “Act”)), becomes the “beneficial owner” (as such term

is defined in Rule 13d-3 under the Act), directly or indirectly, of outstanding

securities of Employer representing fifty percent (50%)  or more of the combined

voting power of the outstanding securities of the Employer, or (ii) during any

period of two consecutive years, individuals who, at the beginning of such

period constitute the Board, cease for any reason to constitute a majority of

the Board (except that any new director who is elected by the Board to fill a

vacancy created by the death, resignation or disqualification of a member of

the Board shall not be considered a new member of the Board for purposes of

this definition), or (iii) the shareholders of Employer approve (A) a merger or

consolidation of Employer with any other entity, other than a merger or

consolidation which would result in the voting securities of Employer

outstanding immediately prior thereto continuing to represent (either by

remaining outstanding or by being converted into voting securities of the

surviving entity) at least 60% of the combined voting power of the voting

securities of Employer, or (B) a plan of complete liquidation of Employer, or

(C) an agreement or agreements for the sale or disposition, in a single

transaction or series of related transactions, by the Employer of all or

substantially all of the property and assets of Employer.




 




(d)           Voluntary Termination by Employee.  Except as provided in Section 6(a)(iv), in

the event that Employee’s employment with Employer is terminated by Employee,

such termination shall be a breach of this Agreement and the Employer shall

have no further obligations hereunder from and after the date of such

termination.




 




Section 7.              Inventions;

Assignment.




 




(a)           Inventions Defined.  All rights to discoveries, inventions,

improvements, designs and innovations (including all data and records

pertaining thereto) that relate to the business of 




 




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Employer, including its

affiliates, whether or not able to be patented, copyrighted or reduced to

writing, that Employee may discover, invent or originate during the term of her

employment hereunder, and for a period of six months thereafter, either alone

or with others and whether or not during working hours or by the use of the

facilities of Employer (“Inventions”), shall be the exclusive

property of Employer.  Employee shall

promptly disclose all Inventions to Employer, shall execute at the request of

Employer any assignments or other documents Employer may deem necessary to

protect or perfect its rights therein, and shall assist Employer, at Employer’s

expense, in obtaining, defending and enforcing Employer’s rights therein.  Employee hereby appoints Employer as her

attorney–-in–-fact to execute on her behalf any assignments or

other documents deemed necessary by Employer to protect or perfect its rights

to any Inventions.




 




(b)           Covenant to Assign and Cooperate.  Without limiting the generality of the

foregoing, Employee shall assign and transfer to Employer the worldwide right,

title and interest of Employee in the Inventions.  Employee agrees that Employer may apply for and receive patent

rights (including Letters Patent in the United States) for the Inventions in

Employer’s name in such countries as may be determined solely by Employer.  Employee shall communicate to Employer all

facts known to Employee relating to the Inventions and shall cooperate with

Employer’s reasonable requests in connection with vesting title to the

Inventions and related patents exclusively in Employer and in connection with

obtaining, maintaining and protecting Employer’s exclusive patent rights in the

Inventions.




 




(c)           Successors and Assigns.  Employee’s obligations under this Section

7 shall inure to the benefit of Employer, its affiliates and their

respective successors and assigns and shall survive the expiration of the term

of this Agreement for such time as may be necessary to protect the proprietary

rights of Employer and its affiliates in the Inventions.




 




Section 8.              Confidential Information.




 




(a)           Acknowledgment of Proprietary Interest.  Employee acknowledges the proprietary interest of Employer and

its affiliates in all Confidential Information (as defined below).  Employee agrees that all Confidential Information

learned by Employee during her employment with Employer or otherwise, whether

developed by Employee alone or in conjunction with others or otherwise, is and

shall remain the exclusive property of Employer.  Employee further acknowledges and agrees that her disclosure of

any Confidential Information will result in irreparable injury and damage to

Employer.




 




(b)           Confidential Information Defined.  “Confidential Information” means all trade

secrets, copyrightable works, confidential or proprietary information of

Employer or its affiliates, including without limitation, (i) information

derived from reports, investigations, experiments, research and work in

progress, (ii) methods of operation, (iii) market data, (iv) proprietary

computer programs and codes, (v) drawings, designs, plans and proposals, (vi)

marketing and sales programs, (vii) the identities of clients or customers,

(viii) historical financial information and financial projections, (ix) pricing

formulae and policies, (x) all other concepts, ideas, materials and 




 




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information prepared or performed for or by Employer and (xi) all

information related to the business, services, products, purchases or sales of

Employer or any of its suppliers and customers, other than information that is

publicly available.




 




(c)           Covenant Not To Divulge Confidential Information.  Employer is entitled to prevent the

disclosure of Confidential Information. 

As a portion of the consideration for the employment of Employee and for

the compensation being paid to Employee by Employer, Employee agrees at all

times during the term of her employment hereunder and thereafter to hold in

strict confidence and not to disclose or allow to be disclosed to any person,

firm or corporation, other than to persons engaged by Employer to further the

business of Employer, and not to use except in the pursuit of the business of

Employer, the Confidential Information, without the prior written consent of

Employer.




 




(d)           Return of Materials at Termination.  In the event of any termination or cessation

of her employment with Employer for any reason, Employee shall promptly deliver

to Employer all documents, data and other information derived from or otherwise

pertaining to Confidential Information. 

Employee shall not take or retain any documents or other information, or

any reproduction or excerpt thereof, containing or pertaining to any

Confidential Information.




 




Section 9.              Non-Solicitation.




 




(a)           Solicitation of Employees.  During Employee’s employment with Employer

and for a period of twelve (12) months after termination of such employment at

any time and for any reason, and regardless of whether any payments are made to

Employee under this Agreement as a result of such termination, Employee shall

not solicit, participate in or promote the solicitation of any person who was

employed by Employer or any of its affiliates at the time of Employee’s

termination of employment with Employer to leave the employ of Employer or any

of its affiliates, or, on behalf of herself or any other person, hire, employ

or engage any such person.  Employee

further agrees that, during such time, if an employee of Employer or any of its

affiliates contacts Employee about prospective employment, Employee will inform

such employee that he or she cannot discuss the matter further without the

consent of Employer (and the applicable affiliate).




 




(b)           Solicitation of Clients, Customers, Etc.  During Employee’s employment with Employer

and for a period of twelve (12) months after termination of Employee’s

employment at any time and for any reason, and regardless of whether any

payments are made to Employee under this Agreement as a result of such

termination, Employee shall not, directly or indirectly, solicit any person

who, at the time of termination of Employee’s employment with Employer, was a

client, customer, vendor, consultant or agent of Employer or its affiliates to

discontinue business, in whole or in part, with Employer or its

affiliates.  Employee further agrees

that, during such time, if such a client, customer, vendor, or consultant or

agent contacts Employee about discontinuing business with Employer or moving

that business elsewhere, Employee will inform such client, customer, vendor,

consultant or agent that he or she cannot discuss the matter further without the

consent of Employer (and the applicable affiliate).




 




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Section 10.            No-Compete.




 




(a)           Competition

During Employment.  Employee

agrees that during the term of her employment with Employer, neither she nor any

of her affiliates, will directly or indirectly compete with Employer or its

affiliates in any way, and that she will not act as an officer, director,

employee, consultant, shareholder, lender, or agent of any entity which is

engaged in any business of the same nature as, or in competition with, the

businesses in which Employer and its affiliates are now engaged or in which

Employer or its affiliates become engaged during the term of employment;

provided, however, that this Section 10(a) shall not prohibit Employee or any

of her affiliates from: (i) purchasing or holding an aggregate equity interest

of up to 1%, so long as Employee and her affiliates combined do not purchase or

hold an aggregate equity interest of more than 5%, in any business in competition

with Employer and its affiliates.   

Furthermore, Employee agrees that during the term of employment, she

will undertake no planning for the organization of any business activity

competitive with the work she performs as an employee of Employer and Employee

will not combine or conspire with any other employees of Employer and its

affiliates for the purpose of the organization of any such competitive business

activity.




 




(b)           Competition

Following Employment.  In

order to protect Employer against the unauthorized use or the disclosure of any

Confidential Information of Employer and its affiliates presently known or

hereinafter obtained by Employee during her employment under this Agreement,

Employee agrees that for a period of twelve (12) months after the termination

or cessation of her employment with Employer at any time and for any reason,

and regardless of whether any payments are made to Employee under this

Agreement as a result of such termination, neither Employee nor any of her

affiliates, shall, directly or indirectly, for itself or herself or on behalf

of any other corporation, person, firm, partnership, association, or any other

entity (whether as an individual, agent, servant, employee, employer, officer,

director, shareholder, investor, principal, consultant or in any other

capacity):




 




(i)            engage or participate in any

business which engages in competition with such businesses being conducted by

Employer or any of its affiliates during the term of employment anywhere in any

state in the United States or in any foreign country where the Employer or any

of its affiliates distributes software or performs services related to the

distribution of software, or any other business in which the Employer or any of

its affiliates has been actively engaged during the term Employee performed

services for the Employer; provided, however, that this provision shall not

prohibit Employee or any of her affiliates from purchasing or holding an

aggregate equity interest of up to 1%, so long as Employee and her affiliates combined

do not purchase or hold an aggregate equity interest of more than 5%, in any

business in competition with Employer;




 




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(ii)             assist or finance any person or

entity in any manner or in any way inconsistent with the intents and purposes

of this Agreement.




 




Section 11.            General.




 




(a)           Notices.  All notices and other

communications hereunder shall be in writing or by written telecommunication,

and shall be deemed to have been duly given if delivered personally or if

mailed by certified mail, return receipt requested or by written

telecommunication, to the relevant address set forth below, or to such other

address as the recipient of such notice or communication shall have specified

to the other party in accordance with this Section 11(a):




 




If to Employer,

to:




 




	

  GlobalSCAPE, Inc.


  
	

  6000 Northwest Parkway, Suite 100


  
	

  San Antonio, Texas  78249


  
	

  (210) 690-8824 facsimile


  
	

   


  
	

  (or the subsequent headquarters of Employer as known to Employee)


  
	

   


  





If to Employee, to

the Employee’s last known address appearing on Employer’s records




 




(b)           Withholding.  All payments

required to be made to Employee by Employer under this Agreement shall be

subject to the withholding of such amounts, if any, relating to federal, state

and local taxes as may be required by law.




 




(c)           Equitable Remedies.  Each of the parties hereto acknowledges and

agrees that upon any breach by Employee of her obligations under any of

Sections 7, 8, 9, and 10 Employer shall suffer immediate, substantial and

irreparable injury and shall have no adequate remedy at law.   Accordingly, in event of such breach,

Employer shall be entitled, in addition other remedies and without showing

actual damages, to specific performance and other appropriate injunctive and

equitable relief.




 




(d)           Severability.  If any provision

of this Agreement is held to be illegal, invalid or unenforceable, such

provision shall be fully severable, and this Agreement shall be construed and

enforced as if such illegal, invalid or unenforceable provision never comprised

a part hereof, and the remaining provisions hereof shall remain in full force

and effect and shall not be affected by the illegal, invalid or unenforceable

provision or by its severance.  Furthermore,

in lieu of such illegal, invalid or unenforceable provision, there shall be

added automatically as part of this Agreement a provision as similar in its

terms to such illegal, invalid or unenforceable provision as may be possible

and be legal, valid and enforceable.




 




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(e)           Waivers.  No delay

or omission by either party in exercising any right, power or privilege

hereunder shall impair such right, power or privilege, nor shall any single or

partial exercise of any such right, power or privilege preclude any further

exercise thereof or the exercise of any other right, power or privilege.




 




(f)            Counterparts.  This

Agreement may be executed in multiple counterparts, each of which shall be

deemed an original, and all of which together shall constitute one and the same

instrument.




 




(g)           Captions.  The captions in this

Agreement are for convenience of reference only and shall not limit or

otherwise affect any of the terms or provisions hereof.




 




(h)           Interpretation of Agreement.  This

Agreement shall be construed according to its fair meaning and not for or

against either party.  Use of the words

“herein,” “hereof,” “hereto,” “hereunder” and the like in this Agreement refer

to this Agreement only as a whole and not to any particular section or

subsection of this Agreement, unless otherwise noted.  The masculine gender shall be deemed to denote the feminine or

neuter genders, the singular to denote the plural, and the plural to denote the

singular, where the context so permits.




 




(i)            Binding

Agreement; Assignment.  This Agreement

shall be binding upon and inure to the benefit of the parties and shall be

enforceable by the personal representatives and heirs of Employee and the

successors and assigns of Employer.  The

affiliates of Employer shall be considered third party beneficiaries of this

Agreement with respect to any services provided by Employee to them and in

connection with Employee’s covenants in Sections 7,8,9 and 10 hereof.  The Employer may assign this Agreement;

provided that in the event of any such assignment, the Employer shall remain

liable for all of its obligations hereunder and shall be liable for all

obligations of all such assignees hereunder. 

If Employee dies while any amounts would still be payable to her

hereunder, such amounts shall be paid to Employee’s estate.  This Agreement is not otherwise assignable

by Employee.




 




(j)            Entire Agreement.  This

Agreement contains the entire understanding of the parties, supersedes all

prior agreements and understandings relating to the subject matter hereof and

may not be amended except by a written instrument hereafter signed by each of

the parties hereto.




 




(k)           Governing Law.  This

Agreement and the performance hereof shall be construed and governed in

accordance with the laws of the State of Texas, without regard to its choice of

law principles.




 




(l)            Arbitration.  Without limiting Employer’s right to seek equitable remedies

under Section 11(c) above, Employer and Employee agree that any dispute or

controversy arising under or in connection with this Agreement shall be settled

by arbitration.  Arbitration under this

Agreement shall be governed by the Federal Arbitration Act and proceed in San

Antonio, Texas in accordance with the rules of the American Arbitration

Association (“AAA”).  Arbitration will be

conducted




 




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before a panel of three neutral arbitrators selected from a AAA list of

proposed arbitrators with business law experience.  Either party may take any legal action needed to protect any right

pending completion of the arbitration. 

The arbitrator will determine whether an issue is arbitrable and will

give effect to applicable statutes of limitation.  The arbitrator has the discretion to decide, upon documents only

or with a hearing, any motion to dismiss for failure to state a claim or any

motion for summary judgment.  Discovery

shall be governed by the Federal Rules of Civil Procedure and the Federal Rules

of Evidence.  All information developed

by the arbitration or litigation shall be held in confidence subject to such

protective orders, as the arbitrator deems useful to ensure complete

confidentiality. The decision of the arbitrator shall be final and binding on

all parties to this Agreement, and judgment thereon may be entered in any court

having jurisdiction over the parties. 

All costs of the arbitration proceeding or litigation to enforce the

arbitration award shall be paid by the party against whom the arbitrator

decides.




 




(m)          Employee Representations.   Employee represents and certifies to

Employer that she:  (i) has

received a copy of this Agreement for review and study and has had ample time

to review it before signing; (ii) has read this Agreement carefully;

(iii) has been given a fair opportunity to discuss and negotiate the terms

of this Agreement; (iv) understands its provisions; (v) has had the

opportunity to consult her attorney; (vi) has determined that it is in her

best interest to enter into her Agreement; (vii) has not been influenced

to sign this Agreement by any statement or representation by Employer or its

counsel not contained in this Agreement; and (viii) enters into this

Agreement knowingly and voluntarily.




 




 




EXECUTED as of the

date and year first above written.




 




	

   


  	

  GLOBALSCAPE,

  INC.


  
	

   


  	

   


  
	

   


  	

  /s/ Tim Nicolaou


  	

   


  
	

   


  	

  Tim Nicolaou


  
	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  /s/ Sandra

  Poole-Christal


  	

   


  
	

   


  	

  Sandra Poole-Christal


  
				





 




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