to that State's conflict-of-laws rules.
5
EXHIBIT I
NOTICE OF EXERCISE
I hereby notify Websense, Inc. (the "Corporation") that I elect to purchase
shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of
$
per share (the "Exercise Price") pursuant to that
certain option (the "Option") granted to me
on
,
.
Concurrently with the delivery of this Exercise Notice to the Corporation, I
shall hereby pay to the Corporation the Exercise Price for the Purchased Shares
in accordance with the provisions of my agreement with the Corporation (or other
documents) evidencing the Option and shall deliver whatever additional documents
may be required by such agreement as a condition for exercise. Alternatively, if
previously authorized by the Board, in its sole discretion, I may utilize the
special broker-dealer sale and remittance procedure specified in my agreement to
effect payment of the Exercise Price.
,
Date
Optionee
Address:
Print name in exact manner it is to
appear on the stock certificate:
Address to which certificate is to
be sent, if different from address
above:
Social Security Number:
APPENDIX
The following definitions shall be in effect under the Agreement:
A.
AGREEMENT SHALL MEAN THIS STOCK OPTION
AGREEMENT.
B.
BOARD SHALL MEAN THE CORPORATION'S BOARD
OF DIRECTORS.
C.
CAUSE FOR TERMINATION SHALL MEAN A
TERMINATION OF YOUR EMPLOYMENT BY THE CORPORATION BASED UPON A GOOD FAITH
DETERMINATION BY THE BOARD THAT ONE OR MORE OF THE FOLLOWING HAS OCCURRED:
(A) YOUR COMMISSION OF A MATERIAL ACT OF FRAUD WITH RESPECT TO THE CORPORATION,
(B) YOUR INTENTIONAL REFUSAL OR WILLFUL FAILURE TO CARRY OUT THE REASONABLE
INSTRUCTIONS OF THE BOARD, (C) YOUR CONVICTION OF, OR PLEA OF NOLO CONTENDERE
TO, AT ANY TIME, A MISDEMEANOR CRIME OF MORAL TURPITUDE OR A FELONY (EVEN IF
SUCH HAS OCCURRED PRIOR TO YOUR EMPLOYMENT WITH THE CORPORATION), (D) YOUR GROSS
MISCONDUCT IN CONNECTION WITH THE PERFORMANCE OF YOUR DUTIES, OR (E) YOUR
MATERIAL BREACH OF YOUR OBLIGATIONS TO THE CORPORATION OR ANY AGREEMENT BETWEEN
YOU AND THE CORPORATION.
D.
CHANGE IN CONTROL SHALL MEAN SHALL MEAN
ANY OF THE FOLLOWING:
(I)
THE ACQUISITION BY ANY INDIVIDUAL,
ENTITY, OR GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE
EXCHANGE ACT), OTHER THAN BY THE CORPORATION OR ANY AFFILIATE THEREOF OR ANY
AFFILIATE OF A SHAREHOLDER OF THE CORPORATION IMMEDIATELY PRIOR TO SUCH
ACQUISITION, OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3
PROMULGATED UNDER THE EXCHANGE ACT) OF 50% OR MORE OF THE COMBINED VOTING POWER
OR ECONOMIC INTERESTS OF THE THEN OUTSTANDING VOTING SECURITIES OF THE
CORPORATION ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS;
(II)
A CHANGE IN THE COMPOSITION OF THE BOARD
OCCURRING WITHIN A TWENTY-FOUR MONTH PERIOD, AS A RESULT OF WHICH FEWER THAN A
MAJORITY OF THE DIRECTORS OF THE BOARD ARE INCUMBENT DIRECTORS;
(III)
A REORGANIZATION, MERGER, OR CONSOLIDATION,
IN EACH CASE, WITH RESPECT TO WHICH ALL OR SUBSTANTIALLY ALL OF THE PERSONS THAT
WERE THE RESPECTIVE BENEFICIAL OWNERS OF THE VOTING