Exhibit 10.2
FORM OF
STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement") is made by and between Texas United
Bancshares, Inc., a Texas corporation (the "Company"), and _____________, an
officer of the Company or a subsidiary corporation of the Company (the
"Optionee") and shall be effective ______________ (the "Effective Date").
WHEREAS, Optionee was a key employee of the Company's predecessor
corporation, Premier Bancshares, Inc, ("Premier"), and effective as of
___________, the Optionee was granted certain stock options to purchase
Premier's stock prior to the formation of the Company;
WHEREAS, Optionee has provided or will provide valuable assistance to
the Company with respect to the Company's business and operations; and
WHEREAS, in view of the foregoing, the Company desires to grant to
Optionee an option to purchase shares of the Company's Common Stock, $1.00 par
value (the "Common Stock" as hereinafter provided), which option shall
constitute an assumption by the Company of those certain stock options that had
been granted to the Optionee by Premier as;
NOW, THEREFORE, in consideration of the foregoing, of the mutual
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
Optionee, intending to be legally bound, hereby agree as follows:
1. Grant of Option.
The Corporation hereby grants to Optionee an option (the "Option") to
purchase all or any part of an aggregate of _______ shares of Common Stock (the
"Option Shares"), upon the terms and conditions hereinafter set forth.
2. Term of Option.
The Option shall commence as of the Effective Date and, except as
otherwise provided in this Agreement, shall terminate on the date that is ten
(10) year's after the Effective Date (the "Expiration Date"). In the event of
the failure of Optionee to properly exercise the Option prior to the Expiration
Date, or in the event of the failure of Optionee to properly exercise the Option
with respect to all of the Option Shares prior to the Expiration Date, such part
or parts, or the whole, as the case may be, of the Option shall become null and
void and shall no longer be of, or have any, further force or effect. The right
to exercise the Option shall become vested in accordance with the following
schedule:
CUMULATIVE
ON or AFTER NO. of SHARES EXERCISABLE
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3. Purchase Price.
The purchase price of each Option Share shall be ______ per share.
4. Procedure for Exercise of Option.
Optionee may exercise the Option at any time [subject to vesting
schedule, if any] by the sending of: (a) written notice of such exercise to the
Company, specifying the number of Option Shares to be purchased; (b) cash or a
certified check in United States funds in the amount of the purchase price; and
(c) a fully completed Subscription Agreement in the form of Exhibit "A" attached
hereto. Within thirty (30) days after receipt of all of the foregoing, the
Company shall deliver to Optionee the certificate or certificates representing
the Option Shares being purchased; provided, however, that such delivery may be
postponed at the discretion of the Company to enable the Company to comply with
any applicable procedures or requirements of any governmental agency or
regulatory authority (public or private) to which the Company may be subject.
5. Consolidation, Merger, Etc.
Notwithstanding any other provisions of this Agreement, in the event
that the Company consolidates with, merges into, or transfers all or
substantially all of its assets or property to another corporation or other
legal entity, or in the event any such corporation acquires a controlling
interest in the Company, in a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended, or in the event of the
Company's dissolution or liquidation other than pursuant to any plan of such
reorganization, the Option of Optionee granted hereunder shall thereupon
terminate; provided, however, that, unless the Option granted under this
Agreement is assumed or a substitute Option therefor is issued by the surviving
or acquiring corporation in any such consolidation, merger, or other
reorganization (within its sole discretion), the Company shall give written
notice to Optionee, by registered or certified mail, return receipt requested,
first-class postage prepaid, at least thirty (30) days prior to the effective
date or estimated effective date of such consolidation, merger, reorganization,
dissolution, or liquidation, of the effective date or estimated effective date
of such consolidation, merger, reorganization, dissolution, or liquidation.
6. Changes in Capital Structure of the Corporation.
If the Company shall subdivide or split the outstanding shares of
Common Stock of the Company into a greater number of shares or combine such
outstanding shares into a lesser number of shares, or if the Company shall
declare any dividend or other distribution upon its outstanding shares of Common
Stock payable in shares of the Company's Common Stock, then the number of Option
Shares subject to the Option specified in this Agreement and the price per share
shall be equitably and proportionately adjusted for any such action. The
foregoing are the only adjustments which shall be made to the number of Option
Shares subject to the Option specified in this Agreement and the price per
share.
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7. Nontransferability of Option.
Optionee's Option to purchase Option Shares under this Agreement may
not be sold, transferred, exchanged, assigned, pledged, discounted,
hypothecated, or otherwise disposed of, voluntarily, involuntarily or by
operation of law, except the same may be transferred by will or pursuant to the
laws of descent and distribution. In addition, this Option is not subject to
execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of the Option contrary to the
provisions hereof and the levy of any execution, attachment, or similar process
upon the Option shall be null and void and without effect.
8. No Rights as Stockholder.
The Option specified in this Agreement shall not prior to proper
exercise and issuance of a share certificate, entitle Optionee to any rights as
a stockholder of the Company including, without limitation, the right to receive
dividends or other distributions of any kind, the right to vote or otherwise act
at any annual or special meeting of Stockholders of the Company, the right to
receive notice of any corporate action (except as otherwise specified in Article
5 hereof), or the right to exercise any preemptive rights.
9. Expenses.
All expenses incurred by or on behalf of either party hereto in
connection with the authorization, preparation, execution, and consummation of
this Agreement, the Option specified herein, and the possible purchase of the
Option Shares, subject to the Option, including, without limitation of the
generality of the foregoing, all fees and expenses of representatives, counsel,
and accountants employed by either such party, shall be borne solely and
entirely by the party who or which has incurred the same.
10. Warranties Officers.
The Company hereby represents and warrants as follows:
(a) The Board has authorized the execution and delivery of this
Agreement by the officers of the Company executing same;
(b) The Board has reserved for issuance, during the period the Option
specified herein is exercisable, such number of shares of Common Stock as shall
be necessary for full exercise of the Option specified in this Agreement; and
(c) Any shares of Common Stock issued and delivered pursuant to the
exercise of the Option specified herein shall be validly issued, fully paid, and
nonassessable.
11. Miscellaneous.
(a) All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given, if delivered,
any delivery charges prepaid,
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or sent by registered or certified mail, return receipt requested, first-class
postage prepaid, as follows:
(i) If to the Company, to:
Texas United Bancshares, Inc.
000 X. Xxxxxxxx
Xx Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
(ii) If to Optionee, to:
or to such other address as either such party may designate in accordance with
this Section.
(b) This Agreement shall be binding upon the parties hereto and their
respective successors and assigns, heirs, legatees, executors, administrators,
and legal and personal representatives.
(c) The provisions of this Agreement are not intended to be (and shall
not serve) for the benefit of any creditor (other than a party hereto in its or
his/her capacity as such) of, or any other person (other than a party hereto in
its or his/her capacity as such) to whom any debts, liabilities, or obligations
are owed by (or who otherwise has a claim against), either party hereto, and no
such creditor or other person shall obtain any right under any provision hereof
or shall by reason of any such provision make claims in respect of the aforesaid
debts, liabilities, or obligations (or otherwise) against the Company or the
other.
(d) The Article and other headings in this Agreement are inserted
solely as a matter of convenience and for reference and are not a part of this
Agreement. When the context requires, the masculine includes the female and
neuter genders and singular nouns and pronouns include the plural.
(e) This Agreement supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter
hereof. Neither this Agreement, nor any provision hereof, may be changed,
waived, discharged, or terminated orally, but only by a statement in writing
signed by the party against which or whom the enforcement of such change,
waiver, discharge, or termination is sought.
(f) This Agreement shall be construed and enforced in accordance with
the laws of the State of Texas.
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(g) Any other provision of this Agreement to the contrary
notwithstanding, the Company shall have no obligation to issue any share of its
Common Stock pursuant to the exercise of this Option if the issuance of such
shares would violate any law or regulation to which the Company is subject.
EXECUTED effective as of the day and year first above written.
COMPANY:
TEXAS UNITED BANCSHARES, INC.
__________________________________________
Name:
OPTIONEE:
__________________________________________
Name:
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