SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the _Company_), hereby
grants to Xxxxxx X. Xxxxxxx (the _Optionee_) an option to purchase a total of
7,500 shares of Common Stock (the _Shares_) of the Company, at the price set
forth herein, and in all respects subject to the terms and provisions of the
Company's 1995 Stock Option Plan (the _Plan_) applicable to stock options
which terms and provisions are hereby incorporated by reference herein.
Unless otherwise defined or the context herein otherwise requires, the
capitalized terms used herein shall have the same meanings ascribed to them in
the Plan.
1. NATURE OF OPTION. This Option is intended to be an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the _Code_).
2. DATE OF GRANT; TERM OF OPTION. The Option is granted as of September 29,
2000, and it may not be exercised later than September 29, 2010.
3. OPTION EXERCISE PRICE. The Option exercise price of $11.375 per Share,
which price is not less than the fair market value thereof on the date this
Option was granted.
4. EXERCISE OF OPTION. This Option shall be exercisable during its term
only in accordance with the terms and provisions of the Plan and this Option
as follows:
(a) RIGHT TO EXERCISE. The total number of Shares subject to this
Option is 7,500. Subject to the foregoing and the limitations contained
herein and in the Plan, this Option shall vest and be exercisable,
cumulatively, as follows;
Number of Share Exercisable First Date Option is Exercisable
2,500 September 29, 2001
2,500 September 29, 2002
2,500 September 29, 2003
provided, however, that, upon any Change of Control (as defined in the Plan),
this Option shall become immediately exercisable as to all Shares remaining
subject to this Option and all restrictions on vesting shall terminate.
(b) METHOD OF EXERCISE. This Option shall be exercisable by written
notice which shall state the election to exercise this Option, the number of
Shares in respect to which this Option is being exercised and such other
representations and agreements as to the Optionee's investment intent with
respect to such Shares as may be required by the Company hereunder or pursuant
to the provisions of the Plan. Such written notice shall be signed by the
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Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the exercise
price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by
delivering certificates of other share of Common Stock of the Company; (iv) by
transferring shares of Common Stock of the Company to the Company's transfer
agent for delivery to the Company provided that the written notice of exercise
is accompanied by a written acknowledgment by the Optionee that the Optionee
has instructed his/her broker dealer to transfer such shares and such transfer
is confirmed by a letter from such broker dealer acknowledging that the
Optionee has directed such broker dealer to transfer such shares; (v) by
Optionee simultaneously exercising this Option and selling the Shares thereby
acquired pursuant to a brokerage or similar arrangement approved in advance by
the Board (which approval shall not be unreasonably withheld) and to use the
proceeds from such sale to pay the exercise price and any federal, state and
local taxes required to be withheld as a result of such exercise; or (vi) by
any other method of payment approved by the Company's Board of Directors. For
purposes of clauses (iii) and (iv), the value of the shares of Common Stock of
the Company delivered, or to be delivered, as payment of the exercise price
shall be the closing price per share of the Company's Common Stock on the last
business day prior to the date the written notice is actually received and
acknowledged as received by the Company. Upon receipt of payment, the Company
shall deliver to Optionee or the person exercising this Option for Optionee,
an appropriate certificate or certificates for fully paid nonassessable
Shares. For purposes of clause (iv), should any Optionee fail to have the
number of shares required to pay the exercise price delivered to the Company's
transfer agent within 90 days, this Option, with respect to the number of
shares stated in the written notice, will terminate and be deemed to be
forfeited by the Optionee. The certificate or certificates for the Shares as
to which the Option shall be exercised shall be registered in the name of the
Optionee and shall be legended as set forth in the Plan and/or as required
under applicable law. This Option may not be exercised for a fraction of a
share.
(c) RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the Shares upon such exercise would constitute a violation of any
applicable federal or state securities laws or other laws or regulations. As
a condition to the exercise of this Option, the Company may require the
Optionee to make such representations and warranties to the Company as may be
required by any applicable law or regulation.
(d) NO SHAREHOLDER RIGHTS BEFORE EXERCISE AND ISSUANCE. No rights as a
shareholder shall exist with respect to the Shares subject to the Option as a
result of the grant of the Option. Such rights shall exist only after
issuance of a stock certificate in accordance with Article V, Section J of the
Plan following the exercise of the Option as provided in this Agreement and
the Plan.
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(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee ceases to
be a employee of the Company or an Affiliate, the exercisability of the Option
is subject to the provisions of Article V, Section G of the Plan.
5. INVESTMENT REPRESENTATIONS. In connection with the acquisition of this
Option, the Optionee represents and warrants as follows:
(a) The Optionee is acquiring this Option, and upon exercise of this
Option, she will be acquiring the Shares, for investment for her own account,
not as a nominee or agent, and not with a view to, or for resale in connection
with, any distribution thereof.
(b) The Optionee has a preexisting business or personal relationship
with the Company or one of its directors, officers or controlling persons and
by reason of her business or financial experience, has, and could be
reasonably assumed to have, the capacity to evaluate the merits and risks of
purchasing Common Stock of the Company and to make an informed investment
decision with respect thereto and to protect Optionee's interest in connection
with the acquisition of this Option and the Shares.
6. WITHHOLDING. The Company reserves the right to withhold, in accordance
with any applicable laws, from any compensation or other consideration payable
to the Optionee, any taxes required to be withheld by federal, state or local
law as a result of the grant or exercise of this Option or the sale or other
disposition of the Shares issued upon exercise of this Option; and, if such
compensation or consideration is insufficient, the Company may require
Optionee to pay to the Company an amount sufficient to cover such withholding
tax liability.
7. NONTRANSFERABILITY OF OPTION. This Option may not be transferred,
assigned, pledged or hypothecated or otherwise disposed of in any way (whether
by operation of law or otherwise) and is not subject to execution, attachment
or similar process. Any attempted transfer, assignment, pledge, hypothecation
or other disposition of this Option or of any rights granted hereunder, or the
levy of any attachment or similar process upon this Option or such rights,
will be null and void. This Option may be exercised during the lifetime of
the Optionee only by such Optionee or her legal guardian. Subject to the
foregoing and the terms of the Plan, the terms of this Option shall be binding
upon the executors, administrators, heirs, successors and permitted assigns of
the Optionee.
8. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall (a)
confer upon the Optionee any right whatsoever to continue in the employment of
the Company or any Affiliate or (b) limit or restrict in any respect the
rights of the Company, which rights are hereby expressly reserved, to
terminate the Optionee's employment and compensation at any time for any
reason whatsoever, with or without cause, in the Company's sole discretion and
with or without notice.
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9. THE PLAN. This Option is subject to, and the Company and the Optionee
agree to be bound by, all the terms and conditions of the Company's Plan as
such Plan may be amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Optionee, without
her consent, of this Option or any rights hereunder. Pursuant to the Plan,
the Board is authorized to adopt rules and regulations not inconsistent with
the Plan as it shall deem appropriate and proper. A copy of the Plan in its
present form is available for inspection at the Company's principal office
during business hours by the Optionee or the persons entitled to exercise this
Option.
10. ENTIRE AGREEMENT. The terms of this Agreement and the Plan constitute
the entire agreement between the Company and the Optionee with respect to the
subject matter hereof and supersede any and all previous agreements between
the Company and the Optionee.
SUCCESS BANCSHARES, INC., a Delaware corporation
Dated as of: September 29, 2000 By:
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chairman, President and CEO
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The Optionee hereby acknowledges receive of a copy of the Plan, a copy of
which is attached hereto, and represents that he has read and is familiar with
the terms and provisions thereof and of this Agreement, and hereby accepts
this Option subject to all of the terms and provisions thereof and of this
Agreement. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board upon any questions arising under
the Plan.
Dated as of:
______________________________
Signature of Optionee
______________________________
Address
______________________________
City State Zip Code
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