WEBSENSE, INC.Websense Inc • March 3rd, 2000 • Services-business services, nec • California
1 EXHIBIT 10.1 EXECUTION COPY AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated June 9,1999, among NETPARTNERS INTERNET SOLUTIONS, INC., a Delaware corporation (the "Company"), and the holders of the Company's Series A Preferred Stock, $.01 par...Registration Rights Agreement • January 28th, 2000 • Websense Inc • Delaware
CREDIT AGREEMENT Dated as of October 22, 2010 (Effective as of October 29, 2010) among WEBSENSE, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...Credit Agreement • October 26th, 2010 • Websense Inc • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of October 22, 2010 among WEBSENSE, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
COMMON STOCKUnderwriting Agreement • March 3rd, 2000 • Websense Inc • Services-business services, nec • California
EXHIBIT 10.5 EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2000 • Websense Inc • Services-business services, nec • California
1 EXHIBIT 10.12 WEBSENSE, INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board of directors of any Parent or Subsidiary)...Stock Option Agreement • March 3rd, 2000 • Websense Inc • Services-business services, nec • California
1 EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERING FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Websense Inc • March 3rd, 2000 • Services-business services, nec • California
EXHIBIT 10.6 [COMPANY LOGO AND LETTERHEAD] June 11, 1999 Douglas C. Wride 2052 Burnt Mill Road Tustin, CA 92680 RE: EMPLOYMENT AGREEMENT Dear Doug: Pursuant to our discussions, this letter sets forth the terms of your employment with NetPartners...Websense Inc • March 3rd, 2000 • Services-business services, nec • California
TENANT COPY FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2001 • Websense Inc • Services-business services, nec
EXHIBIT 10.5 [COMPANY LOGO AND LETTERHEAD] June 11, 1999 Douglas C. Wride 2052 Burnt Mill Road Tustin, CA 92680 RE: EMPLOYMENT AGREEMENT Dear Doug: Pursuant to our discussions, this letter sets forth the terms of your employment with NetPartners...Websense Inc • January 28th, 2000 • California
RECITALS:Indemnification Agreement • March 3rd, 2000 • Websense Inc • Services-business services, nec • Delaware
OFFICE LEASENondisturbance and Attornment Agreement • August 13th, 2003 • Websense Inc • Services-business services, nec • California
WEBSENSE, INC. PARTICIPATION AGREEMENT (OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT PLAN)Participation Agreement • July 23rd, 2008 • Websense Inc • Services-business services, nec
You have been selected to participate in the Websense, Inc. Officer Change in Control Severance Benefit Plan (the “Plan”). Capitalized terms not explicitly defined in this Participation Agreement (the “Agreement”) but defined in the Plan shall have the same definitions as in the Plan.
SENIOR CREDIT AGREEMENT among WEBSENSE, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Senior Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, KEY BANK NATIONAL...Senior Credit Agreement • October 17th, 2007 • Websense Inc • Services-business services, nec • New York
SENIOR CREDIT AGREEMENT, dated as of October 11, 2007, among WEBSENSE, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”), MORGAN STANLEY SENIOR FUNDING, INC., as senior administrative agent (in such capacity, and together with its successors in such capacity, the “Senior Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), KEY BANK NATIONAL ASSOCIATION, JP MORGAN CHASE BANK, N.A. and CITIBANK, N.A., as co-documentation agents (in such capacity, the “Co-Documentation Agents”) and MORGAN STANLEY & CO. INCORPORATED, as Senior Collateral Agent (in such capacity, and together with its successors in such capacity, the “Senior Collateral Agent”).
January 24, 2006 VIA HAND DELIVERY Dear John,Websense Inc • March 3rd, 2006 • Services-business services, nec
This letter agreement between you and Websense, Inc. (the “Company”) confirms an amendment to the terms of your employment agreement of May 10, 1999, between you and the Company (the “Employment Agreement”). Under this letter agreement, a new paragraph “(m)” is hereby added to Section 4 of the Employment Agreement which paragraph reads as follows:
NINTH AMENDMENT TO LEASELease • November 29th, 2012 • Websense Inc • Services-business services, nec
THIS NINTH AMENDMENT TO LEASE ("Ninth Amendment") is made and entered into as of the 28th day of November, 2012, by and between CREEKSIDE PROPERTY HOLDINGS, LLC, a Delaware limited liability company ("Landlord") and WEBSENSE, INC., a Delaware corporation ("Tenant").
FOURTH AMENDMENT TO LEASELease • March 3rd, 2006 • Websense Inc • Services-business services, nec
THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made and entered into as of the day of March, 2005, by and between SORRENTO VALLEY ROAD, LLC, a Delaware limited liability company (“Landlord”) and WEBSENSE, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER among: WEBSENSE, INC., a Delaware corporation; TOMAHAWK ACQUISITION, LLC, a Delaware limited liability company; and TOMAHAWK MERGER SUB, INC., a Delaware corporation Dated as of May 19, 2013Agreement and Plan of Merger • May 21st, 2013 • Websense Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 19, 2013, by and among: TOMAHAWK ACQUISITION, LLC, a Delaware limited liability company (“Parent”); TOMAHAWK MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and WEBSENSE, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
1 EXHIBIT 99.1 BUSINESS REPRESENTATION CONTRACT Philip G Trubey, Janet A McVeigh and John Stiska agree to the following: 1. John Stiska agrees to act as a board member on the NetPartners Internet Solutions, Inc. (NetPartners) board, on behalf of Janet...Websense Inc • March 3rd, 2000 • Services-business services, nec
Vernon Gene Hodges Re: Retirement and Consulting AgreementConsulting Agreement • January 14th, 2013 • Websense Inc • Services-business services, nec • California
This letter sets forth our agreement (the “Agreement”) regarding your retirement from Websense, Inc. (the “Company”), and your associated provision of consulting services to the Company. This Agreement will become effective on the Effective Date specified in Section 12 below.
SIXTH AMENDMENT TO LEASELease • February 22nd, 2007 • Websense Inc • Services-business services, nec
THIS SIXTH AMENDMENT TO LEASE (“Sixth Amendment”) is made and entered into as of the 30th day of January, 2007, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”) and WEBSENSE, INC., a Delaware corporation (“Tenant”).
January 24, 2006 VIA HAND DELIVERY Dear Doug,Websense Inc • March 3rd, 2006 • Services-business services, nec
This letter agreement between you and Websense, Inc. (the “Company”) confirms an amendment to the terms of your employment agreement of June 11, 1999, between you and the Company (the “Employment Agreement”). Under this letter agreement, a new paragraph “(d)” is hereby added to Section 5 of the Employment Agreement which paragraph reads as follows:
April 13, 2006 VIA HAND DELIVERY Mr. Gene Hodges CEO and President, Websense Inc. Dear Gene,Websense Inc • May 10th, 2006 • Services-business services, nec
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:
WEBSENSE, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 12th, 2007 • Websense Inc • Services-business services, nec • California
THIRD AMENDMENTThird Amendment • February 25th, 2010 • Websense Inc • Services-business services, nec • New York
THIS THIRD AMENDMENT (this “Amendment”) dated as of February 5, 2010 is among Websense, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Senior Administrative Agent (in such capacity, the “Senior Administrative Agent”).
DISTRIBUTION AGREEMENTDistribution Agreement • February 28th, 2007 • Websense Inc • Services-business services, nec • California
THIS DISTRIBUTION AGREEMENT (“Agreement”), is by and between INGRAM MICRO INC. (“Ingram Micro”), a Delaware corporation, located at 1600 E. St. Andrew Place, Santa Ana, California 92705, and WEBSENSE, INC., a Delaware corporation (“Vendor”), located at 10240 Sorrento Valley Road, San Diego, California 92121. The effective date (“Effective Date”) of this Agreement shall be the date of the last signature set forth below.
SEVENTH AMENDMENT TO LEASE (Creekside)Lease • February 22nd, 2007 • Websense Inc • Services-business services, nec
THIS SEVENTH AMENDMENT TO LEASE (“Seventh Amendment”) is made and entered into as of the 12th day of February, 2007, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”) and WEBSENSE, INC., a Delaware corporation (“Tenant”).
RECITALS:Indemnification Agreement • March 3rd, 2000 • Websense Inc • Services-business services, nec • Delaware
QuickLinks -- Click here to rapidly navigate through this documentWebsense Inc • February 28th, 2008 • Services-business services, nec • New York
FIRST AMENDMENT, dated as of December 28, 2007 (this "Amendment"), to the Senior Credit Agreement, dated as of October 11, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among WEBSENSE, INC., a Delaware corporation (the "Company"), the lenders from time to time parties thereto (the "Lenders"), MORGAN STANLEY SENIOR FUNDING, INC., as senior administrative agent (in such capacity, the "Administrative Agent"), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent"), KEY BANK NATIONAL ASSOCIATION, JP MORGAN CHASE BANK, N.A. and CITIBANK, N.A., as co-documentation agents (in such capacity, the "Co-Documentation Agents") and MORGAN STANLEY & CO. INCORPORATED, as senior collateral agent (in such capacity, and together with its successors in such capacity, the "Collateral Agent").
WEBSENSE, INC. DELAYED ISSUANCE STOCK ISSUANCE AWARD AGREEMENTStock Issuance Award Agreement • August 8th, 2006 • Websense Inc • Services-business services, nec • California
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.
This letter sets forth our agreement (this “Agreement”) regarding your separation from Websense, Inc. (the “Company”).Websense Inc • September 6th, 2011 • Services-business services, nec • California
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...Stock Option Agreement • June 16th, 2003 • Websense Inc • Services-business services, nec • California
WEBSENSE, INC. EARLY EXERCISE STOCK PURCHASE AGREEMENT NON-DISCRETIONARY GRANT PROGRAM UNDER THE 2009 EQUITY INCENTIVE PLANEarly Exercise Stock Purchase Agreement • June 19th, 2009 • Websense Inc • Services-business services, nec • California
WHEREAS, Purchaser holds a stock option dated to purchase shares of common stock (“Common Stock”) of the Company (the “Option”) pursuant to the Company’s Non-Discretionary Grant Program under the 2009 Equity Incentive Plan (the “Plan”); and
THIRD AMENDMENT TO LEASE (Creekside)Lease • November 5th, 2004 • Websense Inc • Services-business services, nec
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 30th day of July, 2004, by and between SORRENTO VALLEY ROAD, LLC, a Delaware limited liability company (“Landlord”) and WEBSENSE, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LEASE (Creekside)Lease • February 22nd, 2007 • Websense Inc • Services-business services, nec
THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of the 21st day of December, 2006, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”) and WEBSENSE, INC., a Delaware corporation (“Tenant”).
