RELEASE AND INDEMNITY AGREEMENT









EXHIBIT

10.17




 




RELEASE AND INDEMNITY AGREEMENT




 




GlobalSCAPE, Inc. and Sandra

Poole Christal execute this Release and Indemnity Agreement effective April 20,

2001.




 




I.              DEFINITIONS.  The following terms shall have the meanings

given below:




 




“ATSI” means:  ATSI Communications, Inc. and its agents, employees, officers,

directors, shareholders, insurers, attorneys, all persons who control, are

controlled by or under common control of ATSI Communications, Inc. and the

predecessors, successors, heirs and assigns of any of them;




 




“Bonus Agreement” means:  that Bonus Agreement executed by Executive

and GlobalSCAPE effective April 20, 2001 and attached to this Release as Exhibit

A;




 




“Claims” means:  any

and all claims that arose or may have arisen in whole or in part before the

date of this Release and any all damages of any kind or nature allegedly

resulting therefrom, including exemplary damages.  This shall include, but is not limited to, claims related to

Executive’s employment and claims arising under contract, tort, common law,

state or federal constitution, state or federal statute or city ordinance.  This also includes, but is not limited to,

any and all claims, rights, and causes of action based on public policy, claims

involving employment discrimination of any form, claims of breach of contract,

fraud, fraudulent inducement and breach of fiduciary duty and claims arising

out of or in any way related to the Stock Split, the No Adjustment

Letter, the Lock Up Letter, the Employment Agreement, the First Option, the

Second Option, the Third Option or any other equity interest  in GlobalSCAPE.  Notwithstanding the foregoing,

Executive shall continue to have the right to purchase shares of Common Stock

pursuant to and in accordance with the vesting and other terms of the

agreements evidencing the First Option, Second Option and/or Third Option,

provided, however, that the number of shares of Common Stock that Executive

shall have the right to purchase under such options, and the related exercise

price, shall be in the amounts set forth in the original grants, without giving

effect to any adjustment that may otherwise have resulted from any corporate

action after the date of such grant and prior to the date hereof, including,

without limitation, any adjustment that may have arisen in connection with the

Stock Split (any rights to such adjustment being waived and released

hereunder).




 




“Common Stock” means:  the Common Stock, par value $.001 per share,

of GlobalSCAPE;




 




“Consideration” means:  the Second Option, the Third Option and the

Bonus Agreement;




 




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“Employment Agreement” means: that Corrected

and Restated Employment Agreement between GlobalSCAPE and Executive dated

effective January 1, 1998, and that Executive Employment Agreement between

Executive and GlobalSCAPE, collectively, attached as Exhibit B and Exhibit

C, respectively, to this Release;




 




“Executive” means:  Sandra Poole-Christal, her heirs, administrators, executors and

assigns;




 




“First Option” means: that option granted by

GlobalSCAPE pursuant to the 1998 Stock Option Plan to purchase Two Hundred

Ninety One Thousand, Four Hundred Twenty Nine (291,429) shares of Common Stock

of GlobalSCAPE, Inc. for $0.10 per share, vesting in thirds over a three year

period granted to Executive in that letter agreement between Executive and

GlobalSCAPE dated  January 1, 1998 and

attached as Exhibit D to this Release;




 




“GlobalSCAPE” means:  GlobalSCAPE, Inc. and its agents, employees,

officers, directors, shareholders, insurers, attorneys, all persons who

control, are controlled by or under common control of GlobalSCAPE, Inc. and the

predecessors, successors, heirs, executors, administrators, and assigns of any

of them;




 




“Lock Up Letter” means that letter agreement

between Executive and GlobalSCAPE dated February 8, 2000 and attached as Exhibit

E to this Release;




 




“No Adjustment Letter” means: that letter

agreement between Executive and GlobalSCAPE dated February 8, 2000 and attached

as Exhibit F to this Release;




 




“Release” means: this Release and Indemnity

Agreement;




 




“Second Option” means: that option granted

by GlobalSCAPE pursuant to the 1998 Stock Option Plan to purchase Eight Hundred

and Eight Thousand, Five Hundred Seventy One (808, 571) shares of Common Stock

of GlobalSCAPE for $0.0132 per share, vesting effective February 1, 2001 and

attached as Exhibit G to this Release;




 




“Stock Split” means that seven and sixth

tenths’ for one (7.6:1) stock split of the outstanding shares of the Common

Stock of GlobalSCAPE declared by the Board of Directors of GlobalSCAPE

effective May 8, 2000;




 




“Third Option” means: that option granted by

GlobalSCAPE pursuant to the 2000 Stock Option Plan to purchase Five Hundred

Seventy Five Thousand (575,000)  shares

of Common Stock of GlobalSCAPE for $0.4640 per share and attached as Exhibit

H to this Release;




 




“1998 Stock Option Plan” means:  the GlobalSCAPE, Inc. 1998 Stock Option

Plan, as adopted by the GlobalSCAPE Board of Directors on January 15, 1998,




 




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and amended on May 13, 1999, December 3, 1999,

March 22, 2001, attached as Exhibit I to this Release;




 




“2000 Stock Option Plan” means: the

GlobalSCAPE, Inc. 2000 Stock Option Plan as adopted by the GlobalSCAPE Board of

Directors of GlobalSCAPE May 8, 2000 attached as Exhibit J to this

Release;




 




II.            THE

AGREEMENT




 




1.             For the Consideration, Executive

(1) RELEASES, ACQUITS and FOREVER DISCHARGES GlobalSCAPE and ATSI from the

Claims that have accrued or may ever accrue to Executive.




 




2.             The giving of the Consideration is

not an admission of liability by either party. 

GlobalSCAPE and Executive each acknowledge that this Release is made as

a compromise to avoid further expense and to terminate for all time

controversies involving the Claims.




 




3.             GlobalSCAPE and Executive each

agree to INDEMNIFY and to HOLD the other HARMLESS from all Claims that have

been or may later be asserted against the indemnified party by any third party

claiming by, through, or under the indemnifying party, together with all costs,

expenses, and legal fees in defending any such claims as they are

incurred.  THIS INDEMNITY IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN

IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE CLAIMS WERE CAUSED AS A

WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT,

INTENTIONAL CONDUCT, VIOLATION OF STATUE OR COMMON LAW, OR ANY OTHER CONDUCT

WHASOEVER OF THE INDEMNIFIED PARTY.




 




4.             In return for the Consideration,

Executive represents and warrants the following:




 




a.  Executive is correctly described in this Release;




 




b.  before executing this Release, Executive

became fully informed of the terms, contents, conditions, and effect of this

Release;




 




c.  Executive has been advised in writing to

consult with an attorney prior to the executing this Release, she has entered

into this Release after consulting with her attorney regarding this Release,

and her attorney has explained the terms and effect of this Release to her;




 




d.  Executive is legally competent to execute

this Release;




 




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e.  this Release is fully and forever binding on

the Executive, her heirs, administrators, executors assigns, or of any of them;




 




f.  no promise or representation of any kind has

been made to Executive, except as is expressly stated in this Release;




 




g.  Executive enters this Release freely, by her

own choice and judgment, and without duress or other influence.




 




5.             Executive shall keep the terms of

this Release CONFIDENTIAL, and disclose the terms only to the parties to her

legal spouse, family members, accountants, insures, and attorneys or as other

wise required by law or regulation.




 




6.             The parties each acknowledge that

this Release constitutes the entire agreement among them with respect to its

subject matter and supercedes any prior agreements, whether written or oral,

between Executive and GlobalSCAPE.




 




7.             The parties each acknowledge that

if, for any reason, any provision hereof is found to be unenforceable, the

remainder of this Release will nonetheless remain binding and in full effect.




 




8.             The laws of the State of Texas

shall govern the construction and interpretation of this Release.




 




EXECUTED on

the dates noted below to be effective as of the date stated above.




 




 




	

   


  	

  GlobalSCAPE, Inc.


  
	

   


  	

   


  
	

   


  	

  /s/ Tim

  Nicolaou


  	

   


  
	

   


  	

   


  
	

   


  	

  Tim Nicolaou


  
	

   


  	

  Chief

  Executive Officer


  
	

   


  	

  Date:

  4/25/01


  
	

   


  	

   


  
	

   


  	

  /s/ Sandra

  Poole-Christal


  	

   


  
	

   


  	

  Sandra Poole-Christal


  
	

   


  	

  Date:

  4/25/01


  
				





 




 




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Exhibits:




 




	

  A


  	

   


  	

  Bonus

  Agreement


  
	

  B


  	

   


  	

  Corrected

  and Restated Employment Agreement


  
	

  C


  	

   


  	

  Employment

  Agreement


  
	

  D


  	

   


  	

  First Option


  
	

  E


  	

   


  	

  Lock Up

  Letter


  
	

  F


  	

   


  	

  No

  Adjustment Letter


  
	

  G


  	

   


  	

  Second

  Option


  
	

  H


  	

   


  	

  Third Option


  
	

  I


  	

   


  	

  1998 Stock

  Option Plan


  
	

  J


  	

   


  	

  2000 Stock

  Option Plan


  





 




 




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