Exhibit
10.1


 


WEBSENSE, INC.


DELAYED ISSUANCE STOCK ISSUANCE AWARD AGREEMENT


Pursuant
to the Delayed Issuance Stock Issuance Award Grant Notice (“Grant Notice”) and this Delayed
Issuance Stock Issuance Award Agreement (“Award Agreement”),
Websense, Inc. (the “Corporation”)
has awarded you a Delayed Issuance Stock Issuance right pursuant to Article 4
of the Websense, Inc. 2000 Stock Incentive Plan (the “Plan”)
for the number of shares of Common Stock (the “Shares”)
as indicated in the Grant Notice (collectively, the “Award”).  Defined terms not explicitly defined in this
Award Agreement but defined in the Plan shall have the same definitions as in
the Plan.


The details of your Award are as follows.


1.             CONSIDERATION.  
Consideration for this Award is satisfied by your services to the
Corporation.


2.             VESTING.  Subject
to the limitations contained herein, your Award shall vest as provided in the
Grant Notice, provided that vesting shall cease upon the termination of your
Service.  Any Shares covered by
this Award Agreement that have not vested shall be forfeited upon the termination of your Service.


3.             DIVIDENDS. 
You shall
be entitled to receive cash payments equal to any cash dividends and other
distributions paid with respect to a corresponding number of Shares covered by
your Award, provided that if any such dividends or distributions are paid in
Shares, the Fair Market Value of such Shares shall be converted into additional
Shares covered by the Award, and further provided that such additional Shares
shall be subject to the same forfeiture restrictions and restrictions on
transferability as apply to the Awards with respect to which they relate.


4.             DISTRIBUTION OF SHARES OF COMMON STOCK.  The
Corporation shall deliver to you a number of Shares of the Corporation’s Stock
equal to the number of vested Shares subject to your Award, including any
additional Shares received pursuant to Section 3 above, on the vesting date or
dates provided in your Grant Notice. 
Notwithstanding the foregoing, in the event that the Company determines
that a sale of shares of Company stock by you on the date the shares subject to
the award are scheduled to be delivered to you (the “Original
Distribution Date”) would violate the Company’s policy regarding
insider trading of the Company’s stock, as determined by the Company in
accordance with such policy, then such shares shall not be delivered on such
Original Distribution Date and shall instead be delivered as soon as
practicable following the next date you could sell such shares pursuant to such
policy; provided, however, that in no event shall the delivery of the shares be
delayed pursuant to this provision beyond the later of: (1) December 31st of
the same calendar year of the Original Distribution Date, or (2) the 15th day
of the third calendar month following the Original Distribution Date.



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5.             CERTAIN ADJUSTMENTS.  In the event of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
event which the Board deems, in its sole discretion, to be similar
circumstances, the Board (or appropriate committee thereof) may make such
adjustments to the number and/or kind of shares of stock or securities subject
to this Award and any other provision of this Award affected by such change, as
the Board may determine in its sole discretion.


6.             COMPLIANCE
WITH LAW.  Under no
circumstances shall Shares or other assets be issued or delivered to you
pursuant to the provisions of this Award Agreement unless, in the opinion of
counsel for the Corporation or its successors, there shall have been compliance
with all applicable requirements of Federal and state securities laws, all
applicable listing requirements of any stock exchange (or the Nasdaq National
Market, if applicable) on which the Common Stock is at the time listed for
trading and all other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.


7.             RESTRICTIVE
LEGENDS.  The
Shares issued under your Award shall be endorsed with appropriate legends, if
any, determined by the Corporation.


8.             TRANSFERABILITY.  Your Award is not transferable, except by
will or by the laws of inheritance. 
Notwithstanding the foregoing, by delivering written notice to the
Corporation, in a form satisfactory to the Corporation, you may designate a
third party who, in the event of your death, shall thereafter be entitled to
receive any distribution of Shares pursuant to Section 4 of this Award
Agreement.


9.             AT WILL
EMPLOYMENT.  Nothing in this
Award Agreement or in the Plan shall confer upon you any right to continue in
Service for any period of specific duration or interfere with or otherwise
restrict in any way your rights, or the rights of the Corporation (or any
Parent or Subsidiary employing or retaining you), which rights are hereby
expressly reserved by each, to terminate your Service at any time for any
reason, with or without cause.


10.          UNSECURED OBLIGATION.  Your
Award is unfunded, and as a holder of vested Award, you shall be considered an
unsecured creditor of the Corporation with respect to the Corporation’s
obligation, if any, to issue Shares pursuant to this Award Agreement.  You shall not have voting or any other
rights as a stockholder of the Corporation with respect to the Shares purchased
pursuant to this Award Agreement until such Shares are issued to you pursuant
to Section 4 of this Award Agreement.  
Upon such issuance, you will obtain full voting and other rights as a
stockholder of the Corporation.  Nothing
contained in this Award Agreement, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind or a
fiduciary relationship between you and the Corporation or any other person.


11.          WITHHOLDING OBLIGATIONS.


(a)           On or before the time you receive a distribution
of Shares pursuant to your Award, or at any time thereafter as requested by the
Corporation, you hereby authorize any required withholding from, at the
Corporation’s election, the Shares, 
payroll and any other amounts payable to you and otherwise agree to make
adequate provision for any sums required 



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to satisfy the federal, state,
local and foreign tax withholding obligations of the Corporation or a
Subsidiary, if any, which arise in connection with your Award.


(b)           Unless the tax withholding obligations of the Corporation
and/or any Subsidiary are satisfied, the Corporation shall have no obligation
to issue a certificate for such Shares.


12.          NOTICES.  Any notice required to be
given under this Award Agreement shall be in writing and shall be deemed
effective upon personal delivery or upon deposit in the U.S. mail, registered
or certified, postage prepaid and properly addressed to the party entitled to
such notice at the address indicated below such party’s signature line on this
Award Agreement or at such other address as such party may designate by ten
(10) days advance written notice under this paragraph to all other parties to
this Award Agreement.


13.          HEADINGS.  The headings of the Sections in this Award
Agreement are inserted for convenience only and shall not be deemed to
constitute a part of this Award Agreement or to affect the meaning of this
Award Agreement.


14.          AMENDMENT.  This Award Agreement may be
amended only by a writing executed by the Corporation and you which
specifically states that it is amending this Award Agreement. Notwithstanding
the foregoing, this Award Agreement may be amended solely by the Board (or
appropriate committee thereof) by a writing which specifically states that it
is amending this Award Agreement, so long as a copy of such amendment is
delivered to you, and provided that no such amendment adversely affecting your
rights hereunder may be made without your written consent. Without limiting the
foregoing, the Board (or appropriate committee thereof) reserves the right to
change, by written notice to you, the provisions of this Award Agreement in any
way it may deem necessary or advisable to carry out the purpose of the grant as
a result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change shall
be applicable only to rights relating to that portion of the Delayed Issuance
Stock Purchase which is then subject to restrictions as provided herein.


15.          MISCELLANEOUS.


(a)           The rights and
obligations of the Corporation under your Award shall be transferable by the
Corporation to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Corporation’s successors and assigns. 
This Award Agreement shall terminate automatically, and all the Shares
subject to the Award shall immediately vest in full, in the event of any
Corporate Transaction, except to the extent your Award is assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction.


(b)           You agree upon
request to execute any further documents or instruments necessary or desirable
in the sole determination of the Corporation to carry out the purposes or
intent of your Award.



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(c)           You acknowledge and
agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting
your Award and fully understand all provisions of your Award.


(d)           This Award
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.


(e)           All obligations of
the Corporation under the Plan and this Award Agreement shall be binding on any
successor to the Corporation, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or assets of the Corporation.


16.          GOVERNING PLAN DOCUMENT.  Your
Award is subject to all the provisions of the Plan, the provisions of which are
hereby made a part of your Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Award and those of the Plan, the provisions of the Plan
shall control; provided, however,
that Section 4 of this Award Agreement shall govern the timing of any distribution
of Shares under your Award.  The
Board (or appropriate committee thereof) shall have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Board (or appropriate committee thereof) shall
be final and binding upon you, the Corporation, and all other interested persons.
No member of the Board or committee of the Board shall be personally liable for
any action, determination, or interpretation made in good faith with respect to
the Plan or this Award Agreement.


17.          EFFECT ON
OTHER EMPLOYEE BENEFIT PLANS.  The
value of the Delayed Issuance Stock Issuance Award subject to this Award
Agreement shall not be included as compensation, earnings, salaries, or other
similar terms used when calculating the Employee’s benefits under any employee
benefit plan sponsored by the Corporation or any Subsidiary except as such plan
otherwise expressly provides. The Corporation expressly reserves its rights to
amend, modify, or terminate any of the Corporation’s or any Subsidiary’s
employee benefit plans.


18.          GOVERNING LAW.  This Award Agreement shall be governed by,
and construed in accordance with, the laws of the State of California without
resort to that State’s conflict-of-laws rules.


19.          SEVERABILITY.  If all or any part of this Award Agreement or
the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of
this Award Agreement or the Plan not declared to be unlawful or invalid. Any
Section of this Award Agreement (or part of such a Section) so declared to be
unlawful or invalid shall, if possible, be construed in a manner which will
give effect to the terms 



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of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.


IN WITNESS
WHEREOF, the parties have executed and delivered this Award Agreement effective
as of the day and set forth below.


 


	
  

  	
  WEBSENSE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  



 


 



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WEBSENSE, INC. 

DELAYED ISSUANCE STOCK ISSUANCE AWARD GRANT NOTICE

(2000 STOCK INCENTIVE PLAN)


 


 


Websense, Inc. (the “Corporation”), pursuant to its 2000 Stock Incentive Plan
of Websense, Inc. (the “Plan”),
hereby awards to Employee a right to purchase the number of shares of Common
Stock (the “Shares”) set forth below (the
“Award”).  This Award shall be evidenced by a Delayed
Issuance Stock Issuance Award Agreement (the “Award Agreement”). This Award is subject
to all of the terms and conditions as set forth herein and in the applicable
Award Agreement and the Plan, both of which are attached hereto and
incorporated herein in their entirety.


	
  Employee:

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
  Number of Shares subject to Award:

  	
   

  	
   

  
	
  Consideration:

  	
   

  	
  Participant’s Services

  



 


Vesting
Schedule:                                           The
Shares subject to this Award will vest in accordance with the following
schedule:


Additional
Terms/Acknowledgements: 
The undersigned acknowledges receipt of, and understands and agrees to,
this Grant Notice, the Award Agreement and the Plan.  Employee further acknowledges that as of the
Date of Grant, this Grant Notice, the Award Agreement and the Plan set forth
the entire understanding between Employee and the Corporation regarding the
acquisition of Shares and supersede all prior oral and written agreements on
that subject with the exception of (i) awards previously granted and delivered
to Employee under the Plan, and (ii) the following agreements only:


	
  OTHER AGREEMENTS:

  	
   

  	
   

  



 


	
  WEBSENSE, INC.

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  	
  Signature

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


ATTACHMENTS:                         Award
Agreement and 2000 Stock Incentive Plan of Websense, Inc.


 



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Attachment I

Award Agreement









 



 


Attachment II

2000 Stock Incentive Plan of Websense, Inc.