Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), executed as of January 1, 2008
("Effective Date"), is between GlobalSCAPE, Inc., a Delaware corporation
("GlobalSCAPE" or the "Company"), and
("Employee").
RECITALS
WHEREAS, the Board of Directors (the "Board") of the Company, has determined
that appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of certain employees to their assigned duties; and
WHEREAS, in order to induce Employee to remain in the employ of the Company, and
in consideration of Employee's agreement to continue employment with the
Company, the parties desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1.
TERMS OF AGREEMENT.
EXCEPT IN THE EVENT OF A CHANGE IN CONTROL
(AS DEFINED IN SECTION 4 HEREOF), AT ALL TIMES EMPLOYEE'S EMPLOYMENT SHALL BE
AND REMAIN AT WILL AND MAY BE TERMINATED BY THE COMPANY FOR ANY REASON WITHOUT
NOTICE OR CAUSE (AS HEREINAFTER DEFINED).
FROM AND AFTER THE OCCURRENCE OF A
CHANGE IN CONTROL, THIS AGREEMENT SHALL CONTINUE IN EFFECT FOR A PERIOD
BEGINNING ON THE EFFECTIVE DATE OF THE CHANGE IN CONTROL (THE "CHANGE IN CONTROL
DATE") AND ENDING ON THE FIRST ANNIVERSARY OF THE CHANGE IN CONTROL DATE (THE
"INITIAL TERM") AND SHALL AUTOMATICALLY BE EXTENDED FOR AN ADDITIONAL ONE-YEAR
PERIOD FOLLOWING THE INITIAL TERM (EACH, AN "EXTENDED TERM" AND COLLECTIVELY
WITH THE INITIAL TERM, THE "TERM") UNLESS, NOT LATER THAN 90 DAYS PRIOR TO THE
END OF THE THEN CURRENT TERM, THE COMPANY SHALL HAVE GIVEN NOTICE TO EMPLOYEE
THAT IT DOES NOT WISH TO EXTEND THE TERM.
2.
POSITION.
EMPLOYEE AGREES TO BE A FULL-TIME EMPLOYEE OF THE
COMPANY SERVING IN THE POSITION OF
, TO
DEVOTE SUBSTANTIALLY ALL OF HIS WORKING TIME AND ATTENTION TO THE BUSINESS AND
AFFAIRS OF THE COMPANY AND, TO THE EXTENT NECESSARY TO DISCHARGE THE
RESPONSIBILITIES ASSOCIATED WITH HIS POSITION, TO USE HIS BEST EFFORTS TO
PERFORM FAITHFULLY AND EFFICIENTLY SUCH RESPONSIBILITIES.
IN ADDITION, EMPLOYEE
AGREES TO SERVE IN SUCH OTHER CAPACITIES OR OFFICES TO WHICH HE MAY BE ASSIGNED,
APPOINTED OR ELECTED FROM TIME TO TIME BY THE BOARD.
3.
COMPENSATION.
AS COMPENSATION FOR HIS SERVICES UNDER THIS
AGREEMENT, EMPLOYEE SHALL BE ENTITLED TO RECEIVE BASE SALARY AND OTHER
COMPENSATION TO BE DETERMINED FROM TIME TO TIME BY THE BOARD IN ITS SOLE
DISCRETION.
IN ADDITION, EMPLOYEE SHALL BE ENTITLED TO PARTICIPATE IN ANY
ADDITIONAL BONUS, INCENTIVE COMPENSATION OR EMPLOYEE BENEFIT ARRANGEMENT WHICH
MAY BE ESTABLISHED FROM TIME TO TIME BY THE COMPANY IN ITS SOLE DISCRETION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED IN THIS AGREEMENT, PRIOR TO A
CHANGE IN CONTROL EMPLOYEE SHALL NOT BE ENTITLED TO RECEIVE ANY COMPENSATION
FROM THE COMPANY UPON TERMINATION, VOLUNTARY OR INVOLUNTARY, OF HIS EMPLOYMENT
WITH THE COMPANY, REGARDLESS OF THE REASON FOR SUCH TERMINATION.
1
4.
CHANGE IN CONTROL.
FOR PURPOSES OF THIS AGREEMENT, A CHANGE IN
CONTROL SHALL BE DEEMED TO HAVE OCCURRED IF (A) ANY "PERSON" OR