EXHIBIT 4.3
FORM OF NON-PLAN STOCK OPTION AGREEMENT, AS AMENDED
WEBSENSE, INC.
STOCK OPTION AGREEMENT
RECITALS
A. Optionee is to render valuable services to the Corporation (or a Parent
or Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Corporation's grant of an option to Optionee.
B. All capitalized terms in this Agreement shall have the meaning assigned
to them in the attached Appendix.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. The Corporation hereby grants to Optionee, as of the Grant
Date, a Non-Statutory Option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.
2. Option Term. This option shall have a maximum term of ten (10) years measured
from the Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.
3. Limited Transferability.
a. This option shall be neither transferable nor assignable by Optionee other
than by will or the laws of inheritance following Optionee's death and may be
exercised, during Optionee's lifetime, only by Optionee. However, Optionee may
designate one or more persons as the beneficiary or beneficiaries of this
option, and this option shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon the
Optionee's death while holding this option. Such beneficiary or beneficiaries
shall take the transferred option subject to all the terms and conditions of
this Agreement, including (without limitation) the limited time period during
which this option may, pursuant to Paragraph 5, be exercised following
Optionee's death.
b. This option may be assigned in whole or in part during Optionee's lifetime to
one or more members of Optionee's family or to a trust established for the
exclusive benefit of one or more such family members or to Optionee's former
spouse, to the extent such assignment is in connection with the Optionee's
estate plan or pursuant to a domestic relations order. The assigned portion
shall be exercisable only by the person or persons who acquire a proprietary
interest in the option pursuant to such assignment. The terms applicable to the
assigned portion shall be the same as those in effect for this option
immediately prior to such assignment.
4. Dates of Exercise. This option shall become exercisable for the Option Shares
in one or more installments as specified in the Grant Notice. As the option
becomes exercisable for such installments, those installments shall accumulate,
and the option shall remain exercisable for the accumulated installments until
the Expiration Date or sooner termination of the option term under Paragraph 5
or 6.
5. Cessation of Service. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:
a. Should Optionee cease to remain in Service for any reason (other than death,
Permanent Disability or Misconduct) while holding this option, then Optionee
shall have a period of three (3) months (commencing with the
date of such cessation of Service) during which to exercise this option, but in
no event shall this option be exercisable at any time after the Expiration Date.
b. Should Optionee die while holding this option, then the personal
representative of Optionee's estate or the person or persons to whom the option
is transferred pursuant to Optionee's will or the laws of inheritance shall have
the right to exercise this option. However, if Optionee has designated one or
more beneficiaries of this option, then those persons shall have the exclusive
right to exercise this option following Optionee's death. Any such right to
exercise this option shall lapse, and this option shall cease to be outstanding,
upon the earlier of (i) the expiration of the twelve (12)-month period measured
from the date of Optionee's death or (ii) the Expiration Date.
c. Should Optionee cease Service by reason of Permanent Disability while holding
this option, then Optionee shall have a period of twelve (12) months (commencing
with the date of such cessation of Service) during which to exercise this
option. In no event shall this option be exercisable at any time after the
Expiration Date.
d. During the limited period of post-Service exercisability, this option may not
be exercised in the aggregate for more than the number of Option Shares for
which the option is exercisable at the time of Optionee's cessation of Service.
Upon the expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this option shall terminate and cease to be outstanding for any
exercisable Option Shares for which the option has not been exercised. However,
this option shall, immediately upon Optionee's cessation of Service for any
reason, terminate and cease to be outstanding with respect to any Option Shares
for which this option is not otherwise at that time exercisable.
e. Should Optionee's Service be terminated for Misconduct or should Optionee
otherwise engage in any Misconduct while this option is outstanding, then this
option shall terminate immediately and cease to remain outstanding.
6. Special Acceleration of Option.
a. This option, to the extent outstanding at the time of a Corporate Transaction
but not otherwise fully exercisable, shall automatically accelerate so that this
option shall, immediately prior to the effective date of such Corporate
Transaction, become exercisable for all of the Option Shares at the time subject
to this option and may be exercised for any or all of those Option Shares as
fully vested shares of Common Stock. However, this option shall NOT become
exercisable on such an accelerated basis, if and to the extent: (i) this option
is, in connection with the Corporate Transaction, to be assumed by the successor
corporation (or parent thereof) or (ii) this option is to be replaced with a
cash incentive program of the successor corporation which preserves the spread
existing at the time of the Corporate Transaction on any Option Shares for which
this option is not otherwise at that time exercisable (the excess of the Fair
Market Value of those Option Shares over the aggregate Exercise Price payable
for such shares) and provides for subsequent payout in accordance with the same
option exercise/vesting schedule for those Option Shares set forth in the Grant
Notice.
b. Immediately following the Corporate Transaction, this option shall terminate
and cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) in connection with the Corporate Transaction.
c. If this option is assumed in connection with a Corporate Transaction, then
this option shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to Optionee in consummation of such Corporate Transaction had the
option been exercised immediately prior to such Corporate Transaction, and
appropriate adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same. To the extent the actual holders
of the Corporation's outstanding Common Stock receive cash consideration for
their Common Stock in consummation of the Corporate Transaction, the successor
corporation may, in connection with the assumption of this option, substitute
one or more shares of its own common stock with a fair market value equivalent
to the cash consideration paid per share of Common Stock in such Corporate
Transaction.
d. This Agreement shall not in any way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
7. Adjustment in Option Shares. 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 total number and/or class of securities
subject to this option and (ii) the Exercise Price in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.
8. Stockholder Rights. The holder of this option shall not have any stockholder
rights with respect to the Option Shares until such person shall have exercised
the option, paid the Exercise Price and become a holder of record of the
purchased shares.
9. Manner of Exercising Option.
a. In order to exercise this option with respect to all or any part of the
Option Shares for which this option is at the time exercisable, Optionee (or any
other person or persons exercising the option) must take the following actions:
i. Execute and deliver to the Corporation a Notice of Exercise for the
Option Shares for which the option is exercised.
ii. Pay the aggregate Exercise Price for the purchased shares in one or
more of the following forms:
A. cash or check made payable to the Corporation;
B. a promissory note payable to the Corporation, but only to
the extent authorized by the Board in accordance with Paragraph 13;
C. shares of Common Stock held by Optionee (or any other
person or persons exercising the option) for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date; or
D. if previously authorized by the Board, in its sole
discretion, through a special sale and remittance procedure pursuant to which
Optionee (or any other person or persons exercising the option) shall
concurrently provide irrevocable instructions (i) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for the purchased
shares plus all applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise and (ii)
to the Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.
Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Notice of Exercise delivered to the Corporation in connection
with the option exercise.
iii. Furnish to the Corporation appropriate documentation that the
person or persons exercising the option (if other than Optionee) have the right
to exercise this option.
iv. Make appropriate arrangements with the Corporation (or Parent or
Subsidiary employing or retaining Optionee) for the satisfaction of all Federal,
state and local income and employment tax withholding requirements applicable to
the option exercise.
b. As soon as practical after the Exercise Date, the Corporation shall issue to
or on behalf of Optionee (or any other person or persons exercising this option)
a certificate for the purchased Option Shares, with the appropriate legends
affixed thereto.
c. In no event may this option be exercised for any fractional shares.
10. Compliance with Laws and RegulationS.
a. The exercise of this option and the issuance of the Option Shares upon such
exercise shall be subject to compliance by the Corporation and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if applicable)
on which the Common Stock may be listed for trading at the time of such exercise
and issuance.
b. The inability of the Corporation to obtain approval from any regulatory body
having authority deemed by the Corporation to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option shall relieve the
Corporation of any liability with respect to the non-issuance or sale of the
Common Stock as to which such approval shall not have been obtained. The
Corporation, however, shall use its best efforts to obtain all such approvals.
11. Successors and Assigns. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns, the legal representatives, heirs and legatees of
Optionee's estate and any beneficiaries of this option designated by Optionee.
12. Notices. Any notice required to be given or delivered to the Corporation
under the terms of this Agreement shall be in writing and addressed to the
Corporation at its principal corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
13. Financing. The Board may, in its absolute discretion and without any
obligation to do so, permit Optionee to pay the Exercise Price for the purchased
Option Shares (to the extent such Exercise Price is in excess of the par value
of those shares) by delivering a full-recourse promissory note payable to the
Corporation. The terms of any such promissory note (including the interest rate,
the requirements for collateral and the terms of repayment) shall be established
by the Board in its sole discretion.
14. Construction. All decisions of the Board with respect to any question or
issue arising under this Agreement shall be conclusive and binding on all
persons having an interest in this option.
15. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
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. COMMON STOCK shall mean shares of the Corporation's common stock.
D. CODE shall mean the Internal Revenue Code of 1986, as amended.
E. CORPORATE TRANSACTION shall mean either of the following stockholder-approved
transactions to which the Corporation is a party:
(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 Corporation's assets in complete liquidation or dissolution of the
Corporation.
F. CORPORATION shall mean Websense, Inc., a Delaware corporation, and any
successor corporation to all or substantially all of the assets or voting stock
of Websense, Inc. which shall by appropriate action assume the Option.
G. EMPLOYEE shall mean an individual who is in the employ of the Corporation (or
any Parent or Subsidiary), subject to the control and direction of the employer
entity as to both the work to be performed and the manner and method of
performance.
H. EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.
I. EXERCISE PRICE shall mean the exercise price per Option Share as specified in
the Grant Notice.
J. EXPIRATION DATE shall mean the date on which the option expires as specified
in the Grant Notice.
K. 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 deemed equal to the closing selling
price per share of Common Stock on the date in question, as the 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, or
(ii) If the Common Stock is at the time listed on any Stock Exchange,
then the Fair Market Value shall be deemed equal to the closing selling price
per share of Common Stock on the date in question on the Stock Exchange
determined by the Board 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.
▇. ▇▇▇▇▇ DATE shall mean the date of grant of the option as specified in the
Grant Notice.
▇. ▇▇▇▇▇ NOTICE shall mean the Notice of Grant of Stock Option accompanying the
Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.
N. MISCONDUCT shall mean the commission of any act of fraud, embezzlement or
dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of Optionee or any other individual in the Service of the Corporation (or any
Parent or Subsidiary).
O. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.
P. NOTICE OF EXERCISE shall mean the notice of exercise in the form attached
hereto as Exhibit I.
Q. OPTION SHARES shall mean the number of shares of Common Stock subject to the
option as specified in the Grant Notice.
R. OPTIONEE shall mean the person to whom the option is granted as specified in
the Grant Notice.
S. PARENT shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations ending with the Corporation, provided each corporation in
the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
T. PERMANENT DISABILITY shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which is expected to result in death or has lasted or can be
expected to last for a continuous period of twelve (12) months or more.
U. SERVICE shall mean the Optionee's performance of services for the Corporation
(or any Parent or Subsidiary) in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent advisor.
V. STOCK EXCHANGE shall mean the American Stock Exchange or the New York Stock
Exchange.
W. SUBSIDIARY shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby made a
part of, that certain Stock Option Agreement (the "Option Agreement") by and
between Websense, Inc. (the "Corporation") and __________________________
("Optionee") evidencing the stock option (the "Option") granted to Optionee by
the Corporation, and such provisions are effective immediately. All capitalized
terms in this Addendum, to the extent not otherwise defined herein, shall have
the meanings assigned to them in the Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION/CHANGE IN CONTROL
1. To the extent the Option is to be assumed in connection with a Corporate
Transaction, the Option shall not, pursuant to the provisions of Paragraph 6 of
the Option Agreement, accelerate upon the occurrence of that Corporate
Transaction, and the Option shall accordingly continue, over Optionee's period
of Service after the Corporate Transaction, to become exercisable for the Option
Shares in one or more installments in accordance with the provisions of the
Option Agreement. However, immediately upon an Involuntary Termination of
Optionee's Service within eighteen (18) months following such Corporate
Transaction, the assumed Option, to the extent outstanding at the time but not
otherwise fully exercisable, shall automatically accelerate so that the Option
shall become immediately exercisable for all the Option Shares at the time
subject to the Option and may be exercised for any or all of those Option Shares
as fully vested shares.
2. The Option shall not accelerate upon the occurrence of a Change in Control,
and the Option shall, over Optionee's period of Service following such Change in
Control, continue to become exercisable for the Option Shares in one or more
installments in accordance with the provisions of the Option Agreement. However,
immediately upon an Involuntary Termination of Optionee's Service within
eighteen (18) months following the Change in Control, the Option, to the extent
outstanding at the time but not otherwise fully exercisable, shall automatically
accelerate so that the Option shall become immediately exercisable for all the
Option Shares at the time subject to the Option and may be exercised for any or
all of those Option Shares as fully vested shares.
3. The Option as accelerated pursuant to this Addendum shall remain so
exercisable until the earlier of (i) the Expiration Date or (ii) the expiration
of the one (1)-year period measured from the date of the Optionee's Involuntary
Termination.
4. For purposes of this Addendum the following definitions shall be in effect:
(i) An INVOLUNTARY TERMINATION shall mean the termination of Optionee's Service
by reason of:
(A) Optionee's involuntary dismissal or discharge by the Corporation
for reasons other than Misconduct, or
(B) Optionee's voluntary resignation following (A) a change in
Optionee's position with the Corporation (or Parent or Subsidiary employing
Optionee) which materially reduces Optionee's duties and responsibilities or the
level of management to which Optionee reports, (B) a reduction in Optionee's
level of compensation (including base salary, fringe benefits and target bonus
under any corporate performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of Optionee's place of employment by
more than fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without Optionee's consent.
(ii) A CHANGE IN CONTROL shall be deemed to occur in the event of a change in
ownership or control of the Corporation effected through either of the following
transactions:
(A) the acquisition, directly or indirectly, by any 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
Securities Exchange Act of 1934, as amended) 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, or
(B) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (i) have been Board
members continuously since the beginning of such period or (ii) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (i) who were still in
office at the time the Board approved such election or nomination.
5. The provisions of Paragraph 1 of this Addendum shall govern the period for
which the Option is to remain exercisable following the Involuntary Termination
of Optionee's Service within eighteen (18) months after the Corporate
Transaction or Change in Control and shall supersede any provisions to the
contrary in Paragraph 5 of the Option Agreement.
IN WITNESS WHEREOF, Websense, Inc. has caused this Addendum to be executed by
its duly authorized officer as of the Effective Date specified below.
WEBSENSE, INC.
By: __________________________________________
Title: _______________________________________
EFFECTIVE DATE: ___________________________
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby made a
part of, that certain Stock Option Agreement (the "Option Agreement") by and
between Websense, Inc. (the "Corporation") and _____________________________
("Optionee") evidencing the stock option (the "Option") granted to Optionee by
the Corporation, and such provisions are effective immediately. All capitalized
terms in this Addendum, to the extent not otherwise defined herein, shall have
the meanings assigned to them in the Option Agreement.
LIMITED STOCK APPRECIATION RIGHT
1. Optionee is hereby granted a limited stock appreciation right exercisable
upon the following terms and conditions:
a. Optionee shall have the unconditional right, exercisable at any time during
the thirty (30)-day period immediately following a Hostile Take-Over, to
surrender the Option to the Corporation. In return for the surrendered Option,
Optionee shall receive a cash distribution from the Corporation in an amount
equal to the excess of (A) the Take-Over Price of the shares of Common Stock
which are the time subject to the surrendered option (whether or not the Option
is otherwise at the time exercisable for those shares) over (B) the aggregate
Exercise Price payable for such shares.
b. To exercise this limited stock appreciation right, Optionee must, during the
applicable thirty (30)-day exercise period, provide the Corporation with written
notice of the option surrender in which there is specified the number of Option
Shares as to which the Option is being surrendered. Such notice must be
accompanied by the return of Optionee's copy of the Option Agreement, together
with any written amendments to such Agreement. The cash distribution shall be
paid to Optionee within five (5) business days following such delivery date. The
exercise of the limited stock appreciation right in accordance with the terms of
this Addendum is hereby pre-approved by the Board in advance of such exercise,
and no further approval of the Board shall be required at the time of the actual
option surrender and cash distribution. Upon receipt of such cash distribution,
the Option shall be cancelled with respect to the Option Shares for which the
Option has been surrendered, and Optionee shall cease to have any further right
to acquire those Option Shares under the Option Agreement. The Option shall,
however, remain outstanding for the balance of the Option Shares (if any) in
accordance with the terms of the Option Agreement, and the Corporation shall
issue a replacement stock option agreement (substantially in the same form of
the surrendered Option Agreement) for those remaining Option Shares.
c. In no event may this limited stock appreciation right be exercised when there
is not a positive spread between the Fair Market Value of the Option Shares
subject to the surrendered option and the aggregate Exercise Price payable for
such shares. This limited stock appreciation right shall in all events terminate
upon the expiration or sooner termination of the option term and may not be
assigned or transferred by Optionee, except to the extent the Option is
transferred in accordance with the provisions of the Option Agreement.
2. For purposes of this Addendum, the following definitions shall be in effect:
a. A HOSTILE TAKE-OVER shall be deemed to occur upon the acquisition, directly
or indirectly, by any 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 Securities Exchange Act of 1934, as
amended) 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 which
the Board does not recommend such stockholders to accept.
b. The TAKE-OVER PRICE per share shall be deemed to be equal to the greater of
(A) the Fair Market Value per Option Share on the option surrender date or (B)
the highest reported price per share of Common Stock paid by the tender offeror
in effecting the Hostile Take-Over.
IN WITNESS WHEREOF, Websense, Inc. has caused this Addendum to be executed by
its duly authorized officer.
WEBSENSE, INC.
By: ________________________________________________
Title: _____________________________________________
EFFECTIVE DATE:______________________________________