SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxxxxx Xxxxxx (the "Optionee") an option to purchase a total of
3,000 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 1999 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 DATE OF GRANT; TERM OF OPTION. This Option is granted as of August
25, 1999, and it may not be exercised later than August 25, 2009.
2. OPTION EXERCISE PRICE. The Option exercise price is $10.75 per Share,
which price is not less than the Fair Market Value (as defined in the Plan)
thereof on the date this Option was granted.
3. 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 3,000. Subject to the foregoing and the limitations contained herein
and in the Plan, this Option shall vest and be exercisable in full on August
25, 2000; provided, however, that, upon any Corporate Transaction (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
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) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by attestation) Common Stock already owned by the Optionee for
at least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market Value
on the day prior to the exercise date equal to the aggregate Option exercise
price or by transferring shares of Common Stock having a Fair Market Value on
the day prior to the exercise date equal to the aggregate Option exercise price
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 broker dealer to transfer such
shares and such transfer is confirmed by a letter from a broker dealer
acknowledging that the Optionee has directed such broker dealer to transfer
such shares; or (iv) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (A) a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(B) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, the exercise price for shares purchased under this
Option may be paid, either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 3(b), by such other
consideration as the Board may permit. 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 (iii), 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 following the exercise of the Option as provided in this
Agreement and the Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee
ceases to be a non-employee Director of the Company or its Subsidiary (as
defined in the Plan), the exercisability of the Option is subject to the
provisions of Section 7.6 of the Plan.
4. 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, he will be acquiring the Shares, for investment for his 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 his 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 interests in connection with the
acquisition of this Option and the Shares.
5. 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.
6. NONTRANSFERABILITY OF OPTION. This Option may not be assigned,
pledged or transferred by the Optionee other than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, this
Option may be exercised only by the Optionee or a permitted assignee or
transferee of the Optionee (as provided below). Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Internal Revenue Code of
1986, as amended, the Board, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit the Optionee to
designate a beneficiary who may exercise this Option after the Optionee's
death; provided, however, that in such event this Option if so assigned or
transferred shall be subject to all the same terms and conditions contained in
this Stock Option Agreement.
7. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue to serve as a
non-employee Director of the Company or any Subsidiary or (b) limit or restrict
in any respect the rights of the Company, which rights are hereby expressly
reserved, to terminate the Optionee's service as a non-employee Director and
any compensation being paid to Optionee at any time for any reason whatsoever,
with or without cause, in the Company's sole discretion and with or without
notice.
8. 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
his 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.
9. 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: August 25, 1999 By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
The Optionee hereby acknowledges receipt 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: August 25, 1999 /s/ Xxxxxxx Xxxxxx
------------------------------
Signature of Optionee
00 Xxxxxxxx Xx.
-------------------------------
Address
Xxxxxxxxxxxx, XX 00000
-------------------------------
City State Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF
THIS OPTION ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN
RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE
EXTENT THAT THEY ARE HELD BY AFFILIATES OF THE COMPANY.
SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxxx Xxxxxxxxx (the "Optionee") an option to purchase a total of
3,000 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 1999 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 DATE OF GRANT; TERM OF OPTION. This Option is granted as of August
25, 1999, and it may not be exercised later than August 25, 2009.
2. OPTION EXERCISE PRICE. The Option exercise price is $10.75 per Share,
which price is not less than the Fair Market Value (as defined in the Plan)
thereof on the date this Option was granted.
3. 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 3,000. Subject to the foregoing and the limitations contained herein
and in the Plan, this Option shall vest and be exercisable in full on August
25, 2000; provided, however, that, upon any Corporate Transaction (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
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) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by attestation) Common Stock already owned by the Optionee for
at least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market Value
on the day prior to the exercise date equal to the aggregate Option exercise
price or by transferring shares of Common Stock having a Fair Market Value on
the day prior to the exercise date equal to the aggregate Option exercise price
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 broker dealer to transfer such
shares and such transfer is confirmed by a letter from a broker dealer
acknowledging that the Optionee has directed such broker dealer to transfer
such shares; or (iv) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (A) a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(B) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, the exercise price for shares purchased under this
Option may be paid, either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 3(b), by such other
consideration as the Board may permit. 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 (iii), 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 following the exercise of the Option as provided in this
Agreement and the Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee
ceases to be a non-employee Director of the Company or its Subsidiary (as
defined in the Plan), the exercisability of the Option is subject to the
provisions of Section 7.6 of the Plan.
4. 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, he will be acquiring the Shares, for investment for his 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 his 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 interests in connection with the
acquisition of this Option and the Shares.
5. 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.
6. NONTRANSFERABILITY OF OPTION. This Option may not be assigned,
pledged or transferred by the Optionee other than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, this
Option may be exercised only by the Optionee or a permitted assignee or
transferee of the Optionee (as provided below). Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Internal Revenue Code of
1986, as amended, the Board, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit the Optionee to
designate a beneficiary who may exercise this Option after the Optionee's
death; provided, however, that in such event this Option if so assigned or
transferred shall be subject to all the same terms and conditions contained in
this Stock Option Agreement.
7. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue to serve as a
non-employee Director of the Company or any Subsidiary or (b) limit or restrict
in any respect the rights of the Company, which rights are hereby expressly
reserved, to terminate the Optionee's service as a non-employee Director and
any compensation being paid to Optionee at any time for any reason whatsoever,
with or without cause, in the Company's sole discretion and with or without
notice.
8. 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
his 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.
9. 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: August 25, 1999 By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
The Optionee hereby acknowledges receipt 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: August 25, 1999
/s/ Xxxxx Xxxxxxxxx
------------------------
Signature of Optionee
6030 X. Xxxxxxx
------------------------
Xxxxxxx
Xxxxxxx XX 00000
------------------------
City State Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF
THIS OPTION ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN
RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE
EXTENT THAT THEY ARE HELD BY AFFILIATES OF THE COMPANY.
SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxxxxx Xxxxxxxx (the "Optionee") an option to purchase a total of
3,000 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 1999 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 DATE OF GRANT; TERM OF OPTION. This Option is granted as of August
25, 1999, and it may not be exercised later than August 25, 2009.
2. OPTION EXERCISE PRICE. The Option exercise price is $10.75 per Share,
which price is not less than the Fair Market Value (as defined in the Plan)
thereof on the date this Option was granted.
3. 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 3,000. Subject to the foregoing and the limitations contained herein
and in the Plan, this Option shall vest and be exercisable in full on August
25, 2000; provided, however, that, upon any Corporate Transaction (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
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) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by attestation) Common Stock already owned by the Optionee for
at least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market Value
on the day prior to the exercise date equal to the aggregate Option exercise
price or by transferring shares of Common Stock having a Fair Market Value on
the day prior to the exercise date equal to the aggregate Option exercise price
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 broker dealer to transfer such
shares and such transfer is confirmed by a letter from a broker dealer
acknowledging that the Optionee has directed such broker dealer to transfer
such shares; or (iv) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (A) a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(B) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, the exercise price for shares purchased under this
Option may be paid, either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 3(b), by such other
consideration as the Board may permit. 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 (iii), 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 following the exercise of the Option as provided in this
Agreement and the Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee
ceases to be a non-employee Director of the Company or its Subsidiary (as
defined in the Plan), the exercisability of the Option is subject to the
provisions of Section 7.6 of the Plan.
4. 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, he will be acquiring the Shares, for investment for his 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 his 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 interests in connection with the
acquisition of this Option and the Shares.
5. 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.
6. NONTRANSFERABILITY OF OPTION. This Option may not be assigned,
pledged or transferred by the Optionee other than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, this
Option may be exercised only by the Optionee or a permitted assignee or
transferee of the Optionee (as provided below). Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Internal Revenue Code of
1986, as amended, the Board, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit the Optionee to
designate a beneficiary who may exercise this Option after the Optionee's
death; provided, however, that in such event this Option if so assigned or
transferred shall be subject to all the same terms and conditions contained in
this Stock Option Agreement.
7. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue to serve as a
non-employee Director of the Company or any Subsidiary or (b) limit or restrict
in any respect the rights of the Company, which rights are hereby expressly
reserved, to terminate the Optionee's service as a non-employee Director and
any compensation being paid to Optionee at any time for any reason whatsoever,
with or without cause, in the Company's sole discretion and with or without
notice.
8. 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
his 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.
9. 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: August 25, 1999 By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
The Optionee hereby acknowledges receipt 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: August 25, 1999 /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Signature of Optionee
N9053 Koopmans Drive
-------------------------------
Address
Xxxxxxx XX 00000
-------------------------------
City State Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS
OPTION ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN RULE 144
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE EXTENT THAT
THEY ARE HELD BY AFFILIATES OF THE COMPANY.
SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxxxx X. Xxxxxxxxx (the "Optionee") an option to purchase a total of
3,000 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 1999 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 DATE OF GRANT; TERM OF OPTION. This Option is granted as of August
25, 1999, and it may not be exercised later than August 25, 2009.
2. OPTION EXERCISE PRICE. The Option exercise price is $10.75 per Share,
which price is not less than the Fair Market Value (as defined in the Plan)
thereof on the date this Option was granted.
3. 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 3,000. Subject to the foregoing and the limitations contained herein
and in the Plan, this Option shall vest and be exercisable in full on August
25, 2000; provided, however, that, upon any Corporate Transaction (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
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) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by attestation) Common Stock already owned by the Optionee for
at least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market Value
on the day prior to the exercise date equal to the aggregate Option exercise
price or by transferring shares of Common Stock having a Fair Market Value on
the day prior to the exercise date equal to the aggregate Option exercise price
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 broker dealer to transfer such
shares and such transfer is confirmed by a letter from a broker dealer
acknowledging that the Optionee has directed such broker dealer to transfer
such shares; or (iv) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (A) a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(B) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, the exercise price for shares purchased under this
Option may be paid, either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 3(b), by such other
consideration as the Board may permit. 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 (iii), 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 following the exercise of the Option as provided in this
Agreement and the Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee
ceases to be a non-employee Director of the Company or its Subsidiary (as
defined in the Plan), the exercisability of the Option is subject to the
provisions of Section 7.6 of the Plan.
4. 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, he will be acquiring the Shares, for investment for his 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 his 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 interests in connection with the
acquisition of this Option and the Shares.
5. 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.
6. NONTRANSFERABILITY OF OPTION. This Option may not be assigned,
pledged or transferred by the Optionee other than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, this
Option may be exercised only by the Optionee or a permitted assignee or
transferee of the Optionee (as provided below). Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Internal Revenue Code of
1986, as amended, the Board, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit the Optionee to
designate a beneficiary who may exercise this Option after the Optionee's
death; provided, however, that in such event this Option if so assigned or
transferred shall be subject to all the same terms and conditions contained in
this Stock Option Agreement.
7. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue to serve as a
non-employee Director of the Company or any Subsidiary or (b) limit or restrict
in any respect the rights of the Company, which rights are hereby expressly
reserved, to terminate the Optionee's service as a non-employee Director and
any compensation being paid to Optionee at any time for any reason whatsoever,
with or without cause, in the Company's sole discretion and with or without
notice.
8. 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
his 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.
9. 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: August 25, 1999 By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
The Optionee hereby acknowledges receipt 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: August 25, 1999
/s/ Xxxxxx X. Xxxxxxxxx
-------------------------
Signature of Optionee
0000 Xxxxx Xxxxx Xx.
--------------------------
Xxxxxxx
Xxxxxx XX 00000
--------------------------
City State Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF
THIS OPTION ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN
RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE
EXTENT THAT THEY ARE HELD BY AFFILIATES OF THE COMPANY.
SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxx Xxxxxxx (the "Optionee") an option to purchase a total of 3,000
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 1999 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 DATE OF GRANT; TERM OF OPTION. This Option is granted as of August
25, 1999, and it may not be exercised later than August 25, 2009.
2. OPTION EXERCISE PRICE. The Option exercise price is $10.75 per Share,
which price is not less than the Fair Market Value (as defined in the Plan)
thereof on the date this Option was granted.
3. 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 3,000. Subject to the foregoing and the limitations contained herein
and in the Plan, this Option shall vest and be exercisable in full on August
25, 2000; provided, however, that, upon any Corporate Transaction (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
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) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by attestation) Common Stock already owned by the Optionee for
at least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market Value
on the day prior to the exercise date equal to the aggregate Option exercise
price or by transferring shares of Common Stock having a Fair Market Value on
the day prior to the exercise date equal to the aggregate Option exercise price
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 broker dealer to transfer such
shares and such transfer is confirmed by a letter from a broker dealer
acknowledging that the Optionee has directed such broker dealer to transfer
such shares; or (iv) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (A) a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(B) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, the exercise price for shares purchased under this
Option may be paid, either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 3(b), by such other
consideration as the Board may permit. 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 (iii), 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 following the exercise of the Option as provided in this
Agreement and the Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee
ceases to be a non-employee Director of the Company or its Subsidiary (as
defined in the Plan), the exercisability of the Option is subject to the
provisions of Section 7.6 of the Plan.
4. 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, he will be acquiring the Shares, for investment for his 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 his 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 interests in connection with the
acquisition of this Option and the Shares.
5. 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.
6. NONTRANSFERABILITY OF OPTION. This Option may not be assigned,
pledged or transferred by the Optionee other than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, this
Option may be exercised only by the Optionee or a permitted assignee or
transferee of the Optionee (as provided below). Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Internal Revenue Code of
1986, as amended, the Board, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit the Optionee to
designate a beneficiary who may exercise this Option after the Optionee's
death; provided, however, that in such event this Option if so assigned or
transferred shall be subject to all the same terms and conditions contained in
this Stock Option Agreement.
7. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue to serve as a
non-employee Director of the Company or any Subsidiary or (b) limit or restrict
in any respect the rights of the Company, which rights are hereby expressly
reserved, to terminate the Optionee's service as a non-employee Director and
any compensation being paid to Optionee at any time for any reason whatsoever,
with or without cause, in the Company's sole discretion and with or without
notice.
8. 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
his 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.
9. 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: August 25, 1999
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
The Optionee hereby acknowledges receipt 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: August 25, 1999
/s/ Xxxx X. Xxxxxxx
------------------------
Signature of Optionee
6631 Nokomis
------------------------
Xxxxxxx
Xxxxxxxxxxx XX 00000
------------------------
City State Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS
OPTION ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN RULE 144
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE EXTENT THAT
THEY ARE HELD BY AFFILIATES OF THE COMPANY.
SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxxxx Xxxx (the "Optionee") an option to purchase a total of 3,000
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 1999 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 DATE OF GRANT; TERM OF OPTION. This Option is granted as of August
25, 1999, and it may not be exercised later than August 25, 2009.
2. OPTION EXERCISE PRICE. The Option exercise price is $10.75 per Share,
which price is not less than the Fair Market Value (as defined in the Plan)
thereof on the date this Option was granted.
3. 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 3,000. Subject to the foregoing and the limitations contained herein
and in the Plan, this Option shall vest and be exercisable in full on August
25, 2000; provided, however, that, upon any Corporate Transaction (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
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) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by attestation) Common Stock already owned by the Optionee for
at least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market Value
on the day prior to the exercise date equal to the aggregate Option exercise
price or by transferring shares of Common Stock having a Fair Market Value on
the day prior to the exercise date equal to the aggregate Option exercise price
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 broker dealer to transfer such
shares and such transfer is confirmed by a letter from a broker dealer
acknowledging that the Optionee has directed such broker dealer to transfer
such shares; or (iv) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (A) a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(B) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, the exercise price for shares purchased under this
Option may be paid, either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 3(b), by such other
consideration as the Board may permit. 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 (iii), 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 following the exercise of the Option as provided in this
Agreement and the Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee
ceases to be a non-employee Director of the Company or its Subsidiary (as
defined in the Plan), the exercisability of the Option is subject to the
provisions of Section 7.6 of the Plan.
4. 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, he will be acquiring the Shares, for investment for his 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 his 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 interests in connection with the
acquisition of this Option and the Shares.
5. 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.
6. NONTRANSFERABILITY OF OPTION. This Option may not be assigned,
pledged or transferred by the Optionee other than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, this
Option may be exercised only by the Optionee or a permitted assignee or
transferee of the Optionee (as provided below). Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Internal Revenue Code of
1986, as amended, the Board, in its sole discretion, may permit such
assignment, transfer and exercisability and may permit the Optionee to
designate a beneficiary who may exercise this Option after the Optionee's
death; provided, however, that in such event this Option if so assigned or
transferred shall be subject to all the same terms and conditions contained in
this Stock Option Agreement.
7. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue to serve as a
non-employee Director of the Company or any Subsidiary or (b) limit or restrict
in any respect the rights of the Company, which rights are hereby expressly
reserved, to terminate the Optionee's service as a non-employee Director and
any compensation being paid to Optionee at any time for any reason whatsoever,
with or without cause, in the Company's sole discretion and with or without
notice.
8. 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
his 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.
9. 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: August 25, 1999
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
The Optionee hereby acknowledges receipt 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: August 25, 1999
/s/ Xxxxxx X. Xxxx
----------------------------
Signature of Optionee
0000 Xxxxxx Xxxxx Xx.
----------------------------
Xxxxxxx
Xxxx Xxxxx, XX 00000
----------------------------
City State Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF
THIS OPTION ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN
RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE
EXTENT THAT THEY ARE HELD BY AFFILIATES OF THE COMPANY.