2000 Amended and Restated Employee Stock Purchase Plan



 Exhibit 10.12 
 WEBSENSE, INC. 
 2000 EMPLOYEE STOCK PURCHASE PLAN 

As Amended by the Board January 25, 2011 
  

	I.	PURPOSE OF THE PLAN 

 This
Employee Stock Purchase Plan is intended to promote the interests of Websense, Inc., a Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll
deduction-based employee stock purchase plan designed to qualify under Section 423 of the Code. 
 Capitalized terms herein
shall have the meanings assigned to such terms in the attached Appendix. 
  

	II.	ADMINISTRATION OF THE PLAN 

 The
Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of Code
Section 423. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan. 
  

	III.	STOCK SUBJECT TO PLAN 

 A.
    The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of Common Stock purchased on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be limited to 250,000 shares. 
 B.     The number of
shares of Common Stock available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year, beginning with calendar year 2001 and ending with (and including) calendar year 2010, by an amount
equal to one percent (1%) of the total number of shares of Common Stock outstanding on the last trading day in December of the immediately preceding calendar year, but in no event shall any such annual increase exceed 375,000 shares.

 C.     Should any change be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum
number and class of securities issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date, 

  
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(iii) the maximum number and class of securities purchasable in total by all Participants on any one Purchase Date, (iv) the maximum number and/or class of securities by which the share
reserve is to increase automatically each calendar year pursuant to the provisions of Section III.B of this Article One and (v) the number and class of securities and the price per share in effect under each outstanding purchase right in order
to prevent the dilution or enlargement of benefits thereunder. 
  

	IV.	OFFERING PERIODS 

 A.
    Shares of Common Stock shall be offered for purchase under the Plan through a series of overlapping offering periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the
Plan shall have been purchased or (ii) the Plan shall have been sooner terminated. 
 B.     Each
offering period shall be of such duration (not to exceed twenty-four (24) months) as determined by the Plan Administrator prior to the start date of such offering period. However, the initial offering period may have a duration in excess of 24
months and will start on the date the underwriting agreement for the initial public offering of Websense, Inc. is signed, and will end on the last business day in April 2002. Offering periods shall commence at semi-annual intervals on the first
business day of May and November each year over the term of the Plan. Accordingly, two (2) separate offering periods shall commence in each calendar year the Plan remains in existence. However, the initial offering period shall commence at the
Effective Time and terminate on the last business day in April 2002. 
 C.     Each offering period shall
consist of a series of one or more successive Purchase Intervals. Purchase Intervals shall run from the first business day in May to the last business day in October each year and from the first business day in November each year to the last
business day in April in the following year. However, the first Purchase Interval in effect under the initial offering period shall commence at the Effective Time and terminate on the last business day in October 2000. 

D.     Should the Fair Market Value per share of Common Stock on any Purchase Date within an offering period be less
than the Fair Market Value per share of Common Stock on the start date of that offering period, then that offering period shall automatically terminate immediately after the purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on the next business day following such Purchase Date. The new offering period shall have a duration of twenty (24) months, unless a shorter duration is established by the Plan Administrator within five
(5) business days following the start date of that offering period. All individuals participating in the terminated offering period shall automatically be transferred to the new offering period. 

 

	V.	ELIGIBILITY 

 A.
    Each individual who is an Eligible Employee on the start date of any 

  
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offering period under the Plan may enter that offering period on such start date. However, an Eligible Employee may participate in only one offering period at a time. 

B.     To participate in the Plan for a particular offering period, the Eligible Employee must complete the
enrollment forms prescribed by the Plan Administrator (including a stock purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) on or before the start date of that offering
period. 
  

	VI.	PAYROLL DEDUCTIONS 

 A.
    The payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock during an offering period may be any multiple of one percent (1%) of the Cash Earnings paid to the Participant during
each Purchase Interval within that offering period, up to a maximum of fifteen percent (15%). The deduction rate so authorized shall continue in effect throughout the offering period, except to the extent such rate is changed in accordance with the
following guidelines: 
 (i)     The Participant may, at any time during the offering
period, reduce his or her rate of payroll deduction to become effective as soon as possible after filing the appropriate form with the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction per Purchase
Interval. 
 (ii)    The Participant may, prior to the commencement of any new Purchase Interval
within the offering period, increase the rate of his or her payroll deduction by filing the appropriate form with the Plan Administrator. The new rate (which may not exceed the fifteen percent (15%) maximum) shall become effective on the start
date of the first Purchase Interval following the filing of such form. 
 B.     Payroll deductions shall
begin on the first pay day administratively feasible following the start of the offering period in which the Participant in enrolled and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately
prior to the last day of that offering period. The amounts so collected shall be credited to the Participant’s book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account. The amounts
collected from the Participant shall not be required to be held in any segregated account or trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes. 

C.     Payroll deductions shall automatically cease upon the termination of the Participant’s purchase right in
accordance with the provisions of the Plan. 
 D.     The Participant’s acquisition of Common Stock
under the Plan on any Purchase Date shall neither limit nor require the Participant’s acquisition of Common Stock on any subsequent Purchase Date, whether within the same or a different offering period. 

  
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	VII.	PURCHASE RIGHTS 

 A.
    GRANT OF PURCHASE RIGHTS. A Participant shall be granted a separate purchase right for each offering period in which he or she participates. The purchase right shall be granted on the start date of the offering period and
shall provide the Participant with the right to purchase shares of Common Stock, in a series of successive installments during that offering period, upon the terms set forth below. The Participant shall execute a stock purchase agreement embodying
such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable. 
 Under no
circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or other rights to
purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation or any Corporate Affiliate. 
 B.     EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be automatically exercised in installments on each successive Purchase Date within the offering period, and shares of
Common Stock shall accordingly be purchased on behalf of each Participant on each such Purchase Date. The purchase shall be effected by applying the Participant’s payroll deductions for the Purchase Interval ending on such Purchase Date to the
purchase of whole shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date. 
 C.
    PURCHASE PRICE. The purchase price per share at which Common Stock will be purchased on the Participant’s behalf on each Purchase Date within the particular offering period in which he or she is participating shall be
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Common Stock on the start date of that offering period or (ii) the Fair Market Value per share of Common Stock on that Purchase Date.

 D.     NUMBER OF PURCHASABLE SHARES. The number of shares of Common Stock purchasable by a Participant on
each Purchase Date during the offering period shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during the Purchase Interval ending with that Purchase Date by the purchase
price in effect for the Participant for that Purchase Date. However, the maximum number of shares of Common Stock purchasable per Participant on any one Purchase Date shall not exceed 1,250 shares, subject to periodic adjustments in the event of
certain changes in the Corporation’s capitalization. In addition, the maximum number of shares of Common Stock purchasable in total by all Participants in the Plan on any one Purchase Date shall not exceed 150,000 shares, subject to periodic
adjustments in the event of certain changes in the Corporation’s capitalization. However, the Plan Administrator shall have the discretionary authority, exercisable prior to the start of any offering period under the Plan, to increase or


  
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decrease the limitations to be in effect for the number of shares purchasable per Participant and in total by all Participants in that particular offering period on each Purchase Date which
occurs during that offering period. 
 E.     EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied
to the purchase of shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date. However, any payroll deductions not
applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable per Participant or in total by all Participants on the Purchase Date shall be promptly refunded. 

F.     TERMINATION OF PURCHASE RIGHT. The following provisions shall govern the termination of outstanding purchase
rights: 
 (i)     A Participant may, at any time prior to the next scheduled Purchase Date
in the offering period, terminate his or her outstanding purchase right by filing the appropriate form with the Plan Administrator (or its designate), and no further payroll deductions shall be collected from the Participant with respect to the
terminated purchase right. Any payroll deductions collected during the Purchase Interval in which such termination occurs shall, at the Participant’s election, be immediately refunded or held for the purchase of shares on the next Purchase
Date. If no such election is made at the time such purchase right is terminated, then the payroll deductions collected with respect to the terminated right shall be refunded as soon as possible. 

(ii)    The termination of such purchase right shall be irrevocable, and the Participant may not
subsequently rejoin the offering period for which the terminated purchase right was granted. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before the start date of that offering period. 
 (iii)   Should the
Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the
Participant’s payroll deductions for the Purchase Interval in which the purchase right so terminates shall be immediately refunded. However, should the Participant cease to remain in active service by reason of an approved unpaid leave of
absence, then the Participant shall have the right, exercisable up until the last business day of the Purchase Interval in which such leave commences, to (a) withdraw all the payroll deductions collected to date on his or her behalf for that
Purchase Interval or (b) have such funds held for the purchase of shares on his or her behalf on the next scheduled Purchase Date. In no event, however, shall any further payroll deductions be collected on the Participant’s behalf during
such leave. Upon the Participant’s return to active 

  
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service (x) within ninety (90) days following the commencement of such leave or (y) prior to the expiration of any longer period for which such Participant’s right to
reemployment with the Corporation is guaranteed by statute or contract, his or her payroll deductions under the Plan shall automatically resume at the rate in effect at the time the leave began, unless the Participant withdraws from the Plan prior
to his or her return. An individual who returns to active employment following a leave of absence that exceeds in duration the applicable (x) or (y) time period will be treated as a new Employee for purposes of subsequent participation in
the Plan and must accordingly re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before the start date of any subsequent offering period in which he or she wishes to participate. 

G.     CHANGE IN CONTROL. Each outstanding purchase right shall automatically be exercised, immediately prior to the
effective date of any Change in Control, by applying the payroll deductions of each Participant for the Purchase Interval in which such Change in Control occurs to the purchase of whole shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Common Stock on the start date of the offering period in which the Participant is enrolled at the time of such Change in Control (ii) the Fair Market
Value per share of Common Stock immediately prior to the effective date of such Change in Control. However, the applicable limitation on the number of shares of Common Stock purchasable per Participant shall continue to apply to any such purchase,
but not the limitation applicable to the maximum number of shares of Common Stock purchasable in total by all Participants in the Plan on any one Purchase Date. 
 The Corporation shall use its best efforts to provide at least ten (10) days’ prior written notice of the occurrence of any Change in Control, and Participants shall, following the receipt of
such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Change in Control. 
 H.     PRORATION OF PURCHASE RIGHTS. Should the total number of shares of Common Stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number
of shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to such individual, shall be refunded. 
 I.
    ASSIGNABILITY. The purchase right shall be exercisable only by the Participant and shall not be assignable or transferable by the Participant. 
 J.     STOCKHOLDER RIGHTS. A Participant shall have no stockholder rights with respect to the shares subject to his or her outstanding purchase right until the shares are purchased on
the Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased shares. 

  
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	VIII.	ACCRUAL LIMITATIONS 

 A.
    No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of Code Section 423)) of the Corporation or any Corporate Affiliate, would
otherwise permit such Participant to purchase more than Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value per share on the date or dates such
rights are granted) for each calendar year such rights are at any time outstanding. 
 B.     For purposes
of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall be in effect: 
 (i)     The right to acquire Common Stock under each outstanding purchase right shall accrue in a series of installments on each successive Purchase Date during the offering period on
which such right remains outstanding. 
 (ii)    No right to acquire Common Stock under any
outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right to acquire Common Stock under one or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars
($25,000.00) worth of Common Stock (determined on the basis of the Fair Market Value per share on the date or dates of grant) for each calendar year such rights were at any time outstanding. 

C.     If by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular
Purchase Interval, then the payroll deductions that the Participant made during that Purchase Interval with respect to such purchase right shall be promptly refunded. 
 D.     In the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or any instrument issued thereunder, the provisions of this
Article shall be controlling. 
  

	IX.	EFFECTIVE DATE AND TERM OF THE PLAN 

 A.     The Plan was adopted by the Board on February 11, 2000, and shall become effective at the Effective Time, provided no purchase rights granted under the Plan shall be
exercised, and no shares of Common Stock shall be issued hereunder, until (i) the Plan shall have been approved by the stockholders of the Corporation and (ii) the Corporation shall have complied with all applicable requirements of the
1933 Act 

  
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(including the registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed with the Securities and Exchange Commission), all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock is listed for trading and all other applicable requirements established by law or regulation. In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after the date on which the Plan is adopted by the Board, the Plan shall terminate and have no further force or effect, and all sums collected from Participants during the
initial offering period hereunder shall be refunded. 
 B.     Unless sooner terminated by the Board, the
Plan shall terminate upon the earlier of (i) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (ii) the date on which all purchase rights are
exercised in connection with a Change in Control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following such termination. 

 

	X.	AMENDMENT OF THE PLAN 

 A.
    The Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately following the close of any Purchase Interval. However, the Plan may be amended or terminated immediately upon Board action,
if and to the extent necessary to assure that the Corporation will not recognize, for financial reporting purposes, any compensation expense in connection with the shares of Common Stock offered for purchase under the Plan, should the financial
accounting rules applicable to the Plan at the Effective Time be subsequently revised so as to require the Corporation to recognize compensation expense in the absence of such amendment or termination. 

B.     In no event may the Board effect any of the following amendments or revisions to the Plan without the approval
of the Corporation’s stockholders: (i) increase the number of shares of Common Stock issuable under the Plan, except for permissible adjustments in the event of certain changes in the Corporation’s capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Plan or (iii) modify the eligibility requirements for participation in the Plan. 

 

	XI.	GENERAL PROVISIONS 

 A.
    All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation; however, each Plan Participant shall bear all costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan. 
 B.     Nothing in the Plan shall confer upon the Participant any
right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or


  
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any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s employment at any time for any reason,
with or without cause. 
 C.     The provisions of the Plan shall be governed by the laws of the State of
New York without resort to that State’s conflict-of-laws rules. 

  
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 SCHEDULE A 
 CORPORATIONS PARTICIPATING IN 
 EMPLOYEE STOCK PURCHASE PLAN 

AS OF THE EFFECTIVE TIME 
 Websense, Inc. & Affiliates 







 APPENDIX 
 The following definitions shall be in effect under the Plan: 
 A.
    BOARD shall mean the Corporation’s Board of Directors. 
 B.     CASH EARNINGS
shall mean (i) the regular base salary and commission payments paid to a Participant by one or more Participating Companies during such individual’s period of participation in one or more offering periods under the Plan. Such Cash Earnings
shall be calculated before deduction of (A) any income or employment tax withholdings or (B) any contributions made by the Participant to any Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate Affiliate. However, Cash Earnings shall NOT include any contributions made by the Corporation or any Corporate Affiliate on the Participant’s behalf to any employee
benefit or welfare plan now or hereafter established (other than Code Section 401(k) or Code Section 125 contributions deducted from such Cash Earnings). 
 C.     CHANGE IN CONTROL shall mean a change in ownership of the Corporation pursuant to any of the following transactions: 

(i)     a merger or consolidation in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or 

(ii)    the sale, transfer or other disposition of all or substantially all of the assets of the
Corporation in complete liquidation or dissolution of the Corporation, or 
 (iii)   the acquisition,
directly or indirectly, by a person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by or is under common control with the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the
Corporation’s stockholders. 
 D.     CODE shall mean the Internal Revenue Code of 1986, as amended.

 E.     COMMON STOCK shall mean the Corporation’s common stock. 

F.     CORPORATE AFFILIATE shall mean any parent or subsidiary corporation of the Corporation (as determined in
accordance with Code Section 424), whether now existing or subsequently established. 

  
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 G.     CORPORATION shall mean Websense, Inc., a Delaware corporation,
and any corporate successor to all or substantially all of the assets or voting stock of Websense, Inc. that shall by appropriate action adopt the Plan. 
 H.     EFFECTIVE TIME shall mean the time at which the Underwriting Agreement is executed and the Common Stock priced for the initial public offering of such Common Stock. Any
Corporate Affiliate that becomes a Participating Corporation after such Effective Time shall designate a subsequent Effective Time with respect to its employee-Participants. 
 I.     ELIGIBLE EMPLOYEE shall mean any person who is employed by a Participating Corporation on a basis under which he or she is regularly expected to render more than twenty
(20) hours of service per week for more than five (5) months per calendar year for earnings considered wages under Code Section 3401 (a). 
 J.     FAIR MARKET VALUE per share of Common Stock on any relevant date shall be determined in accordance with the following provisions: 

(i)     If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market
Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If there
is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii)    If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall
be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for
which such quotation exists. 
 (iii)   For purposes of the initial offering period that begins at the
Effective Time, the Fair Market Value shall be deemed to be equal to the price per share at which the Common Stock is sold in the initial public offering pursuant to the Underwriting Agreement. 

K.     1933 ACT shall mean the Securities Act of 1933, as amended. 

L.     PARTICIPANT shall mean any Eligible Employee of a Participating Corporation who is actively participating in
the Plan. 

  
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 M.     PARTICIPATING CORPORATION shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the Board to extend the benefits of the Plan to their Eligible Employees. The Participating Corporations in the Plan are listed in attached Schedule A. 

N.     PLAN shall mean the Corporation’s 2000 Employee Stock Purchase Plan, as set forth in this document.

 O.     PLAN ADMINISTRATOR shall mean the committee of two (2) or more Board members appointed by the
Board to administer the Plan. 
 P.     PURCHASE DATE shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be October 31, 2000. 
 Q.     PURCHASE INTERVAL shall mean
each successive six (6)-month period within the offering period at the end of which there shall be purchased shares of Common Stock on behalf of each Participant. 
 R.     STOCK EXCHANGE shall mean either the American Stock Exchange or the New York Stock Exchange. 
 S.     UNDERWRITING AGREEMENT shall mean the agreement between the Corporation and the underwriter or underwriters managing the initial public offering of the Common Stock. 


  
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