This excerpt taken from the WBSN 8-K filed Jan 12, 2007.
I. BACKGROUND AND PURPOSE OF THE PLAN
A. This 2007 Stock Incentive Assumption Plan is established in connection with the acquisition by the Corporation of PortAuthority Technologies, Inc. and is intended to comply with Rule 4350(i)(1)(A)(iii) of the Nasdaq Marketplace Rules.
B. This 2007 Stock Incentive Assumption Plan is intended to promote the interests of Websense, Inc., a Delaware corporation, and any Parent or Subsidiary by providing Eligible Optionees (as defined below) with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation or any Parent or Subsidiary.
C. Capitalized terms shall have the meanings assigned to such terms herein and in the attached Appendix A.