EXHIBIT 10.8
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of _____________, 19 ___, between
SOUTHWEST BANCORPORATION OF TEXAS, INC., a Texas corporation (the "COMPANY") and
____________________________("DIRECTOR").
To carry out the purposes of the SOUTHWEST BANCORPORATION OF TEXAS, INC.
1996 STOCK OPTION PLAN (the "PLAN"), by affording Director the opportunity to
purchase shares of common stock of the Company ("STOCK"), and in consideration
of the mutual agreements and other matters set forth herein and in the Plan, the
Company and Director hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director the
right and option ("OPTION") to purchase all or any part of an aggregate of ____
shares of Stock, on the terms and conditions set forth herein and in the Plan,
which Plan is incorporated herein by reference as a part of this Agreement. This
Option shall not be treated as an incentive stock option within the meaning of
section 422(b) of the Internal Revenue Code of 1986, as amended (the "CODE").
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of the Option shall be _____ per share.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Chief
Executive Officer, at any time and from time to time after the date hereof.
This Option is not transferable by Director otherwise than by will or the
laws of descent and distribution, and may be exercised only by Director (or his
guardian or legal representative) during Director's lifetime. This Option may be
exercised only while Director remains a director of the Company and will
terminate and cease to be exercisable upon Director's ceasing to be a director
of the Company, except that if Director dies while a director of the Company,
Director's estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Director, may
exercise this Option at any time during the period of one year following the
date of Director's death, but only as to the number of shares Director was
entitled to purchase hereunder as of the date of Director's death.
The purchase price of shares as to which this Option is exercised shall be
paid in full at the time of exercise in cash (including check, bank draft or
money order payable to the order of the Company). No fraction of a share of
Stock shall be issued by the Company upon exercise of an Option or accepted by
the Company in payment of the purchase price thereof; rather, Director shall
provide a cash payment for such amount as is necessary to effect the issuance
and acceptance of only whole shares of Stock. Unless and until a certificate or
certificates representing such shares shall have been issued by the Company to
Director, Director (or the person permitted to exercise this Option in the event
of Director's death) shall not be or have
any of the rights or priviledges of a shareholder of the Company with respect to
shares acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this option results
in compensation income to Director for federal or state income tax purposes,
Director shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
Director fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Director any tax required to be
withheld by reason of such resulting compensation income. Upon an exercise of
this Option, the Company is further authorized in its discretion to satisfy any
such withholding requirement out of any cash or shares of Stock distributable to
Director upon such exercise.
5. STATUS OF STOCK. Director understands that at the time of the execution
of this Agreement the shares of Stock to be issued upon exercise of this Option
have not been registered under the Securities Act of 1933, as amended (the
"ACT"), or any state securities law, and that the Company does not currently
intend to effect any such registration. Until the shares of Stock acquirable
upon the exercise of the Option have been registered for issuance under the Act,
the Company will not issue such shares unless the holder of the Option provides
the Company with a written opinion of legal counsel, who shall be satisfactory
to the Company, addressed to the Company and satisfactory in form and substance
to the Company's counsel, to the effect that the proposed issuance of such
shares to such Option holder may be made without registration under the Act. In
the event exemption from registration under the Act is available upon an
exercise of this Option, Director (or the person permitted to exercise this
Option in the event of Director's death), if requested by the Company to do so,
will execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option shall be acquired for investment without a view to
distribution, within the meaning of the Act, and shall not be sold, transferred,
assigned, pledged or bypothecated in the absence of an effective registration
statement for the shares under the Act and applicable state securities laws or
an applicable exemption from the registration requirements of the Act and any
applicable state securities laws. Director also agrees that the shares of Stock
which Director may acquire by exercising this Option will not be sold or
otherwise disposed of in any manner which would constitute a violation of any
applicable securities laws, whether federal or state.
In addition, Director agrees (i) that the certificates representing the
shares of Stock purchased under this Option may bear such legend or legends as
the Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
-2-
6. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Director.
7. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
BY: _______________________________
___________________________________
DIRECTOR
-3-
