Amendment to Employment Agreement between Websense, Inc. and Gene Hodges (Stock Option Regrant)
This agreement amends the employment contract between Gene Hodges and Websense, Inc. It cancels Mr. Hodges' original stock options for 1,200,000 shares and re-grants the same number of options under the company's 2000 Stock Incentive Plan, with all terms (such as price and vesting) unchanged except for adjustments due to a recent stock split. Mr. Hodges receives no additional benefit from this amendment, which was made at the company's request and approved by its board.
Exhibit 10.1
April 13, 2006
VIA HAND DELIVERY
Mr. Gene Hodges
CEO and President, Websense Inc.
Dear Gene,
This letter agreement between you and Websense, Inc. (the Company) confirms an amendment to the terms of your employment agreement dated January 9, 2006, between you and the Company (the Employment Agreement). You acknowledge and agree:
1. Upon your execution of this amendment to your Employment Agreement, which was previously approved by the Companys Board of Directors, your non-qualified stock options to purchase an aggregate of 1,200,000 shares of the Companys common stock (which were adjusted to give effect to the Companys two for one stock split in the form of a stock dividend that was effective as of March 17, 2006 (the Stock Split)) granted on January 9, 2006 (the Original Options) pursuant to your Employment Agreement as inducement grants outside of the Companys 2000 Stock Incentive Plan (the Plan), shall be cancelled and non-qualified options to purchase an aggregate of 1,200,000 shares shall be re-granted under the Plan (the Regranted Options) on the same date as the cancellation. The option term, exercise price, vesting schedule and vesting commencement date of the Regranted Options shall be the same as the option term, exercise price, vesting schedule and vesting commencement date of the Original Options (as adjusted for the Stock Split, as applicable).
2. You have agreed to this amendment at the request of the Company, and you are not, by virtue of this amendment, receiving any benefit in excess of the Original Options.
If this amendment of the Employment Agreement is acceptable to you, please sign below and return one original to me.
Sincerely,
John B. Carrington
Chairman of the Board
AGREED:
Date: | April 13, 2006 |
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| Gene Hodges |