EXHIBIT 10.3
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ____ day of __________, 000__, xxxxxxx
XXXXXXXXX XXXX XX XXXXX NATIONAL ASSOCIATION, a national banking association
(the "COMPANY") and _________________ ("EMPLOYEE").
To carry out the purposes of the SOUTHWEST BANK OF TEXAS [1989/1993]
STOCK OPTION PLAN (the "PLAN"), by affording Employee 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 Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee 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 this 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 of grant hereof, but, except as otherwise provided below, this
Option shall not be exercisable for more than a percentage of the
aggregate number of shares offered by this Option determined by the
number of full years from the date of this Agreement to the date of such
exercise, in accordance with the following schedule:
PERCENTAGE OF SHARES
NUMBER OF FULL YEARS THAT MAY BE PURCHASED
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This Option is not transferable by Employee otherwise than by will or
the laws of descent and distribution, and may be exercised only by Employee (or
his guardian or legal representative) during Employee's lifetime. This Option
may be exercised only while Employee remains an employee of the Company and will
terminate and cease to be exercisable upon Employee's termination of employment
with the Company, except that:
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(a) If Employee dies while in the employ of the Company,
Employee'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
Employee, may exercise this Option at any time during the period of one
year following the date of Employee's death, but only as to the number
of shares Employee was entitled to purchase hereunder as of the date of
Employee's death.
(b) If Employee's employment with the Company terminates for any
reason other than as described in (a) above, unless Employee voluntarily
terminates without the written consent of the Company or is terminated
for cause, this Option may be exercised by Employee at any time during
the period of three months following such termination, or by Employee'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
Employee) during a period of one year following Employee's death if
Employee dies during such three-month period, but in each case only as
to the number of shares Employee was entitled to purchase hereunder upon
exercise of this Option as of the date Employee's employment so
terminates. For purposes of this Agreement, "CAUSE" shall mean
Employee's gross negligence or willful misconduct in performance of the
duties of Employee's employment, or Employee's final conviction of a
felony or of a misdemeanor involving moral turpitude.
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, Employee 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
Employee, Employee (or the person permitted to exercise this Option in the event
of Employee's death) shall not be or have any of the rights or privileges 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 Employee for federal or state income tax purposes,
Employee 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
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee 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
Employee upon such exercise.
5. STATUS OF STOCK. Employee 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
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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, Employee (or the person permitted to exercise this Option in the
event of Employee'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.
Employee agrees that the shares of Stock which Employee 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 hypothecated 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. Employee also agrees that the shares of Stock
which Employee 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, Employee 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.
6. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, a parent or subsidiary corporation
(as defined in section 424 of the Code) of the Company, or a corporation or a
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.
7. 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
Employee.
8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
SOUTHWEST BANK OF TEXAS
NATIONAL ASSOCIATION
BY: ________________________________
____________________________________
EMPLOYEE
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